FARM S BEST BERHAD ( FBB OR COMPANY ) RELATED PARTY TRANSACTION ON THE SALE OF PROPERTY BY SINMAH BREEDERS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF FBB, TO MAX JOINTWELL SDN BHD 1. INTRODUCTION Pursuant to paragraph 10.08 (1) of the Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), the Board of Directors of FBB wishes to announce that Sinmah Breeders Sdn Bhd ( SINMAH BREEDERS or Vendor ), a wholly-owned subsidiary of FBB, had on 9 th August 2016 entered into a sale and purchase agreement ( SPA ) with Max Jointwell Sdn Bhd ( MAX or Purchaser ) for the disposal of a parcel of freehold vacant land held under individual title known as GM 253, Lot 2628, Mukim Sungei Baru Tengah, Daerah Alor Gajah, Negeri Melaka in an area measuring approximately 3.498 hectares (8 Ekar 2 Rood 23.0000 Pole) ( Property ), for a total cash consideration of RM1,200,000.00 ( Sales Consideration ) ( Disposal ). Datuk Fong Kiah Yeow is a director and shareholder of FBB and MAX, having direct equity interest of 50% in MAX and 1% of direct equity interest and 35 % of indirect equity interest in FBB through his interest in F.C.H. Holdings Sdn. Bhd, respectively. Benjamin Fong Hian Boon a director in MAX, is the son of Datuk Fong Kiah Yeow. As certain directors and major shareholder of FBB and MAX are connected, the Disposal is deemed a Related Party Transaction ( RPT ). 2. INFORMATION OF THE DISPOSAL 2.1 Information on the Vendor SINMAH BREEDERS is a wholly-owned subsidiary of FBB which was incorporated on 20 January 1983 in Malaysia under the Companies Act, 1965 ( Act ). The present authorised share capital is RM3,000,000.00 comprising 3,000,000 ordinary shares of RM1.00 each to which 3,000,000.00 unit of shares have been issued and fully paid-up. SINMAH BREEDERS is principally involved in poultry breeding and hatchery operation. 2.2 Information on the Purchaser MAX is a private limited company incorporated on 15 October 2004 in Malaysia under the Act. The present authorised share capital is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each of which 80,000 ordinary shares of RM1.00 each have been issued and fully paid-up. MAX is principally involved in providing sports and recreational facilities. 2.3 Information on the Property SINMAH BREEDERS is the proprietor of the Property. Further information on the Property are as follows:
Description and Postal Address : All that piece of freehold vacant land held under individual title known as GM 253, Lot 2628, Mukim Sungei Baru Tengah, Daerah Alor Gajah, Negeri Melaka in an area measuring approximately 3.498 hectares (8 Ekar 2 Rood 23.0000 Pole) Proprietor : SINMAH BREEDERS SDN BHD Category of Land Use : NONE Existing Usage / Lettable area / Occupancy Rate : Vacant Land Rental income per annum : NONE Tenure : Freehold Land area : Approximately 3.498 hectares (8 Ekar 2 Rood 23.0000 Pole) Restriction-in-interest : None Express Conditions : For Rubber Plantation Only Net book value as at 31 December 2015 : RM910,944-00 Encumbrances : Free from all encumbrances (except currently charged to Bank Rakyat for banking facility of the Company) Original cost of investment/ Date of investment : RM910,944-00 2.5 Basis of the Sales Consideration The Sales Consideration was arrived at based on negotiations between the parties on a as-iswhere-is-basis after taking into consideration among others, the following: i. The original cost of investment of the Property; and ii. The prevailing market value of land of RM1,200,000.00 based on valuation carried out on 14 July 2016. 2.6 Salient Terms of the Disposal The salient terms of the SPA include, among others, the following: 2.6.1 Payment terms of the Sales Consideration The Sales Consideration shall be payable in the following manner:
i. Upon the execution of the SPA, the Purchaser agrees to pay the sum of RM120,000-00 as deposit and part payment of the Sales Consideration ( Deposit ) in the following manner: a. The sum of RM36,000-00 to be paid to the Purchaser s solicitors being 3% of the Sales Consideration which shall be paid to the Director-General of Inland Revenue for real property gains tax of the Vendor pursuant to the terms of the SPA; b. the sum of RM84,000-00 to be paid to the Vendor. ii. The balance of the Sales Consideration, being RM1,080,000-00 ( Balance Sales Consideration ) shall be paid by the Purchaser in the following manner: a. within 3 months from the date of the SPA ( Completion Period ), the Purchaser shall pay to the Vendor the Balance Sales Consideration; b. provided always that if the Purchaser is unable to pay the Completion Sum within the Completion Period, the Completion Period shall be automatically extended for another 1 month from the expiry of the Completion Period (hereinafter referred to as the Extended Completion Period ) subject to the payment by the Purchaser of interest at the rate of Eight per centum (8%) per annum. 2.7 Expected net gain and utilisation of proceeds (i) (ii) The expected gain from the Disposal is approximately RM 275,000.00 (net of tax payable); and The net proceeds arising from the Disposal are expected to be utilised for the working capital. 2.8 Liabilities to be assumed by Vendor There is no liability to be assumed, including any contingent liability and guarantee to be assumed, by the Vendor pursuant to the Disposal. 2.9 Risk Factors The Board is not aware of any specific risk/risk factors arising from the Disposal. 3. RATIONALE The rationale for the Disposal are: (i) (ii) To realise gain via sale of land; and To raise funds as working capital.
4. EFFECTS OF THE DISPOSAL 4.1 Share capital and substantial shareholders shareholding The Disposal will not have any effect on the issued and paid-up share capital of FBB and the substantial shareholders shareholding in FBB, as the Disposal does not involve any issuance of shares in FBB. 4.2 Earnings, earnings per share, net assets per share and gearing The Disposal is expected to be completed by the 4 th quarter of 2016 and will not have any significant effect on earnings per share and net assets per share of FBB for the financial year ending 31 December 2016. 5. APPROVALS REQUIRED The Disposal is not subject to the approval of the shareholders of the Company and/or any regulatory authorities. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED Datuk Fong Kiah Yeow is a director and shareholder of FBB and MAX, having direct equity interest of 50% in MAX and 1% of direct equity interest and 35 % of indirect equity interest in FBB through his interest in F.C.H. Holdings Sdn. Bhd, respectively. Benjamin Fong Hian Boon a director in MAX, is the son of Datuk Fong Kiah Yeow. *Save for the abovenamed, none of the other Director(s) or major shareholders of FBB or person(s) connected with them has any interest, direct or indirect in the Disposal. 7. TRANSACTIONS WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS There were no other transactions entered into with the Purchaser for the preceding 12 months. 8. STATEMENT BY AUDIT COMMITTEE The Audit Committee is of the view that the Disposal is in the best interests of the Company and is fair, reasonable and carried out on normal commercial terms, and is not detrimental to the interests of the minority shareholders of the Company. 9. DIRECTORS RECOMMENDATION The Board of Directors (save except for those named under paragraph 6 herein who are interested in the Disposal) having considered all aspects of the Disposal, is of the opinion that the Disposal is in the best interest of the Company and is fair, reasonable and carried out on normal commercial terms, and is not detrimental to the interests of the minority shareholders of the Company.
10. HIGHEST PRECENTAGE RATIO The highest percentage ratio applicable to the Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is approximately 3% based on the latest audited consolidated financial statements of FBB for the financial year ended 31 December 2015. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal is expected to be completed by the 4th quarter of 2016. 12. DOCUMENTS FOR INSPECTION The SPA is available for inspection by the shareholders of FBB during normal business hours from Monday to Friday (except public holidays) at the corporate office of FBB at AG-5730 Alor Gajah Industrial Estate, 78000 Alor Gajah, Melaka for a period of 3 months with effect from seven (7) days from the date of this announcement. This announcement is dated 9 August 2016.