LNG RESOURCES BERHAD ( LNGRES OR COMPANY) DISPOSAL OF PROPERTY BY ORIENTAL FASTECH MANUFACTURING SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF LNGRES TO TRIANGLE ASSETS MANAGEMENT SDN. BHD. 1.0 INTRODUCTION The Board of Directors of LNGRES ( Board ) wishes to announce that Oriental Fastech Manufacturing Sdn. Bhd. ( OFM ), a wholly-owned subsidiary of LNGRES has on 22 January 2016 entered in to a Sales and Purchase Agreement ( SPA ) with Triangle Asset Management Sdn. Bhd. ( TAM ) to dispose its property as detailed in Section 3.1 below to TAM at a consideration of Ringgit Malaysia One Million and Two Hundred Thousand (RM1,200,000/-) only (GST exclusive) to be satisfied fully in cash [ the Disposal ]. 2.0 BACKGROUND INFORMATION 2.1 Information on OFM OFM was incorporated in Malaysia on 10 April 2006 under the Companies Act, 1965 as a private limited company under its present name. The authorised share capital of OFM is RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each whilst its issued and paid-up capital is RM4,933,420/- comprising 4,933,420 ordinary shares of RM1.00 each. OFM is principally involved in the manufacture and sale of precision machining and stamping components for telecommunication, industrial sensors, switches, electronic equipment and other industries, and the provision of related specialised engineering services. 2.2 Information on TAM TAM was incorporated in Malaysia on 4 th June 2015 under the Companies Act, 1965 as a private limited company under its present name. TAM is principally involved in asset management and in buying, selling, renting and maintaining of all kinds of commercial properties, industry properties and real estates. The Directors and Shareholders of TAM are as follows:- a) Yong Chan Cheah; b) Yong Swee Chuan; and c) Gan Joe Yee.
3.0 DETAILS OF THE DISPOSAL 3.1 Information on the Property Description of the Property Land area / Build up area Age of building Existing use Encumbrances Date of Acquisition Cost of Investment Net Book Value All that piece of land and hereditaments known as:- GRN 152456, No. Lot 3426,Mukim 13, Daerah Seberang Perai Tengah, Negeri Pulau Pinang together with a unit of One and Half (1 ½) Storey Semi-Detached Factory Erected thereon bearing address No. 26, Lorong Industri Ringan 1, Kawasan Industri Ringan Juru, 14100 Simpang Ampat, Pulau Pinang. 5,942 square feet / 4,180 square feet 14 years and 4 months The Property is currently occupied by a supplier of surface finishing services to OFM. Via this business arrangement, instead of paying monthly rental, the Supplier has been providing surface finishing services on an exclusive basis coupled with a discounted price from market rate for all its surface finishing services to OFM. Such arrangement will assist OFM to continue to be competitive and ensure its product delivery commitment to its customers. The property is subject to a first party first legal charge and caveat registered in favour of Hong Leong Bank Berhad (97141-X), Penang Business Centre, No. 1,Light Street,Georgetown,10200 Pulau Pinang, Malaysia July 1, 2011 RM860,946/- RM769,595/- (Based on the Audited Financial Statements of OFM as at December 31, 2014) Market Value RM1,200,000/- as appraised by Henry Butcher Malaysia (Seberang Perai) Sdn. Bhd. vide its indicative letter dated January 14, 2016. 3.2 Basis of Disposal Consideration The Disposal Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the prevailing market value of the Property.
3.3 Settlement for the Disposal Consideration The Disposal Consideration shall be paid by TAM in the following manner:- a) Ringgit Malaysia One Hundred and Twenty Thousand (RM120,000/-) being the Deposit for the Disposal has been paid on 22 January, 2015, upon execution of the SPA. b) The balance of the Disposal Consideration of Ringgit Malaysia One Million and Eighty Thousand (RM1,080,000/-) shall be paid within four (4) months from the date of the SPA 3.4 Salient Terms of the SPA 3.4.1 Conditions of Sales The sale and purchase of the said property shall subject to the following conditions:- (a) The parties hereto producing all relevant and essential documents to effect and legalise the transfer of the said property; (b) The OFM deducing a registrable title to the said property; (c) The said property is sold on an as is where is basis with an existing tenant and shall be free from all encumbrances; (d) The Issue Document of Title of the said property shall be produced and delivered to the Purchaser or his solicitors in accordance with the terms of this Agreement; (e) Any defect in the title to the said property shall be rectified and perfected by the OFM at his own cost and expense. 3.5 Liabilities to be assumed by TAM There is no liability to be assumed by TAM arising from such acquisition of Property from OFM except for expenses related to the acquisition. 3.6 Expected Gain from the Disposal The Disposal is expected to result an one-off gain of approximately RM 402,719.72 to LNGRES and its Subsidiaries ( LNGRES Group or the Group ), to be recognised during the financial year ending December 31, 2016. 4.0 RATIONALE FOR THE DISPOSAL The Disposal would also allow the Group to optimise the allocation of its capital in order to maximise its returns on investment through the utilisation of the sale proceeds from the Disposal and generating additional cash flow to the Group for working capital purpose. 5.0 UTILISATION OF THE SALE PROCEEDS The sale proceeds to be generated from the Disposal is expected to be utilised for working capital purpose of the Group within 24 months. 6.0 FINANCIAL EFFECTS OF THE DISPOSAL 6.1 Share Capital and Substantial Shareholders Shareholdings There will be no effect on the existing issued and paid-up capital of LNGRES and the substantial shareholders shareholdings in LNGRES.
6.2 Earnings per share (EPS), Net Assets (NA) per share and Gearing Unaudited as at 30 September 2015 Disposal of the Property RM 000 RM 000 RM 000 Shares capital 24,199-24,199 Retained earnings 22,507 403 22,910 Other reserves 11,874-11,874 Shareholders' funds/na 58,580 403 58,983 NA per shares (RM) 0.24 0.24 Borrowings 21,492 (642) 20,850 Gearing 0.37 0.35 EPS (RM) (0.19) (0.02) Note : After effect 1 : After netting off estimated expenses of RM17,000 due to the Disposal 2: Based on the assumption that LNGRES expected to have a gain of RM403,000 that contribute positively to at least RM0.17 in EPS 7.0 APPROVALS REQUIRED The Disposal is not subject to the approval of the shareholders of LNGRES and the relevant government authorities. 8.0 INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS Save as disclosed below, none of the Directors and/or Major Shareholders or person connected with the Directors and/or Major Shareholders of LNGRES has any interest, direct or indirect in the Disposal:- a) Mr. Yong Chan Cheah and Mr. Yong Swee Chuan are deem interested in the Disposal by virtue of their common directorship in LNGRES Group and TAM. Both Mr. Yong are also Major Shareholder of LNGRES and TAM. b) Mr. Gan Joe Yee is deem interested in the Disposal by virtue of his common directorship in OFM and TAM. Mr. Gan is also a Major Shareholder of TAM.
9.0 AUDIT COMMITTEE S STATEMENT The Audit Committee of LNGRES, having considered all as aspects of the Disposal (including but not limited to the rationale and the financial effects of the Disposal, the indicative value of the Property as appraised by the Valuer) and after due deliberation, is of the opinion that the Disposal is :- a) fair, reasonable and on normal commercial terms; b) in the best interest of the Group and not detrimental to the interest of the minority shareholders. 10.0 DIRECTORS STATEMENT The Board (save for the interested Directors), after having considered all aspects of the Disposal (including but not limited to the rationale and the financial effects of the Disposal, the indicative value of the Property as appraised by the Valuer) and after due deliberation, is of the opinion that the Disposal is in the best interest of LNGRES Group. 11.0 ESTIMATED TIMEFRAME FOR COMPLETION The Disposal is expected to be completed by Second Quarter of year 2016. 12.0 PERCENTAGE RATIOS UNDER RULE 10.02(G) OF THE BURSA SECURITIES ACE MARKET LISTING REQUIREMENTS Based on the LNGRES Group s audited financial statements for the financial year ended December 31, 2014, the highest percentage ratio under Rule 10.02(g) of Chapter 10 of the Bursa Securities ACE Market Listing Requirements is 2.06%. 13.0 AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS There is no transaction between LNGRES Group and TAM for the preceding 12 months. 14.0 DOCUMENTS FOR INSPECTION A copy of the SPA will be made available for inspection during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement at the registered office of LNGRES, 57-G Persiaran Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang. This announcement is dated 22 January 2016.