DutaLand Berhad (Company No. 7296-V) Announcement to Bursa Malaysia Securities Berhad DUTALAND BERHAD - PROPOSED DISPOSAL OF A PIECE OF DEVELOPMENT LAND UNDER THE KENNY HEIGHTS JOINT VENTURE 1. INTRODUCTION Pursuant to paragraph 10.06 of the Main Market Listing Requirements ( Listing Requirements ) of Bursa Malaysia Securities Berhad ( Bursa Malaysia ), the Board of Directors of DutaLand Berhad ( DutaLand or the Company ) wishes to announce that KH Estates Sdn Bhd ( KHESB ) (Company No. 590682-A), a wholly-owned subsidiary of DutaLand, and Olympia Properties Sdn Bhd ( OPSB ) (Company No. 368505-T) have agreed to dispose of a piece of development land ( Proposed Disposal ) held under Geran No. 77974, Lot No. 67801, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan, measuring approximately 9.01 acres ( Parcel 1 Land ) to Semanja Hartamas Sdn Bhd (Company No. 1180310-K) ( Purchaser or SHSB ) for a total cash consideration of RM150.0 Million ( Disposal Price ), upon the terms and conditions as set out in the relevant sale and purchase agreement dated 22 April 2016 ( SPA ). 2. INFORMATION ON PARCEL 1 LAND AND THE PROPOSED DISPOSAL Parcel 1 Land is a piece of freehold land forming part of the joint venture development project in Sri Hartamas/Mont Kiara, Kuala Lumpur known as the Kenny Heights project which is a 58:42 joint venture between KHESB and OPSB, a wholly-owned subsidiary of Olympia Industries Berhad ( OIB ). The Parcel 1 Land was acquired on 27 April 2007 at RM62.0 Million. The development expenditure incurred on Parcel 1 Land as at 30 June 2015 is RM34.1 Million. The net book value of Parcel 1 Land is RM96.1 Million as at 30 June 2015. 3. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal will enable DutaLand Berhad Group ( DutaLand Group ) to realise its investment in the Kenny Heights project. The Proposed Disposal is not expected to result in DutaLand becoming a cash company or a PN17 company as defined in the Listing Requirements. 4. SALIENT TERMS OF THE SPA The salient terms of the SPA, inter-alia, are as follows: (i) (ii) A sum of RM15,000,000 equivalent to 10% of the Disposal Price shall be paid by the Purchaser to OPSB upon execution of the SPA ( Deposit ). A sum of RM135,000,000 equivalent to 90% of the Disposal Price ( Balance Disposal Price ) shall be paid or caused to be paid by the Purchaser to OPSB s solicitors as stakeholders within 3 months from the date of the SPA becomes unconditional as set out in the SPA ( Completion Date ). Page 1 of 5
(iii) (iv) In the event the Purchaser fails to pay the Balance Disposal Price within the Completion Date, OPSB shall automatically grant to the Purchaser an extension period of 3 months to pay the Balance Disposal Price, subject however to the Purchaser paying to OPSB an interest of 6% p.a. calculated from the day next following the Completion Date until full payment thereof on the unpaid amount of the Balance Disposal Price. The completion of the Proposed Disposal will in all respect be conditional upon: (a) OPSB procuring the consent from KHESB that it is agreeable to release Parcel 1 Land from the Kenny Heights project pursuant to the Consortium Agreement dated 14 February 2003. (b) OPSB shall also procure any and all necessary consent, approval and/or disclaimer, as the case may be, from any and all parties having any interest on the Parcel 1 Land of which such interest may affect the sale and purchase of the Parcel 1 Land. (v) (vi) In the event that the conditions precedent as set out in the SPA cannot be fulfilled within 30 days from the date of the SPA, OPSB is given another 30 days to procure the same, failing which the Purchaser shall be entitled at any time after 60 days from the date of the SPA to terminate the SPA by giving to OPSB notice in writing to such effect, whereupon OPSB shall refund to the Purchaser the Deposit free of interest, whereafter the SPA shall forthwith be null and void and of no further force or effect. OPSB has agreed warrant and undertake with the Purchaser that they shall carry out the infrastructures works on Parcel 1 Land as set out in the list attached to the SPA within 120 days from the date of the SPA becoming unconditional. In the event that OPSB fails to complete such works, the Purchaser shall be entitled to automatically deduct the sum of RM10.0 Million from the Disposal Price as agreed for contribution towards infrastructure works. (vii) The Parcel 1 Land shall be disposed of to the Purchaser free from all encumbrances and with vacant possession but subject to all conditions of title, whether express or implied, and the category of land use contained in the document of title, upon the terms and conditions as set out in the SPA. 5. INFORMATION ON KHESB KHESB was incorporated on 26 August 2002 as a private limited company in Malaysia under the Companies Act 1965 with its registered address located at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur. Its present authorized share capital is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each and its issued and paid-up share capital is RM1,000,000. KHESB is a whollyowned subsidiary of DutaLand and is principally engaged in property investment. The existing directors of KHESB are Tan Sri Dato Yap Yong Seong, Yap Wee Chun and Dato Hazli bin Ibrahim. 6. INFORMATION ON OPSB OPSB was incorporated on 25 November 1995 as a private limited company in Malaysia under the Companies Act 1965 with its registered address located at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur. Page 2 of 5
Its present authorized share capital is RM100,000 comprising 100,000 ordinary shares of RM1.00 each and its issued and paid-up share capital is RM2.00. OPSB is principally engaged in property development. OPSB is a wholly-owned subsidiary of OIB. OIB is a public limited company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia with its registered office at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur. The existing directors of OPSB are Dato Sri Yap Wee Keat, Yap Wee Sean, Seah Chee Beng and Ng Ju Siong. 7. INFORMATION ON THE PURCHASER OR SHSB SHSB, is a company incorporated on 21 March 2016 as a private limited company in Malaysia under the Companies Act 1965 with its registered address located at No. B-01-24 (1 st Floor), Jalan Bunga Pekan, 42700 Banting, Selangor Darul Ehsan. Its present authorized share capital is RM400,000 comprising 400,000 ordinary shares of RM1.00 each and its issued and paid-up share capital is RM2.00. The Purchaser is principally engaged in activities of real estate agents and brokers for buying, selling and renting of real estate. The shareholders of SHSB comprising Ng Kong Ghee and See Cherng Jye, whilst its directors are Ng Kong Ghee, See Cherng Jye and Kok Yoon Hee. The Purchaser is not a related party of DutaLand. 8. PROPOSED UTILISATION OF PROCEEDS RAISED Pursuant to the Consortium Agreement dated 14 February 2003 entered into between KHESB and OPSB, KHESB and OPSB shall respectively have 58% and 42% beneficial interest in the Kenny Heights Joint Venture, and any proceeds derived from the said Joint Venture shall first be utilised and applied towards the redemption sum pertaining to the existing charges created against the Kenny Heights project ( Redemption Sum ). Based on the Disposal Price of RM150.0 Million, RM28.0 Million shall be accrued to KHESB after deducting the Redemption Sum (RM99.0 Million), contribution to infrastructure cost (RM10.0 Million), tax (RM9.7 Million) and transaction cost (RM3.3 Million). The proposed application of the proceeds of RM28.0 Million is to finance DutaLand Group s development project(s) amounting to RM25.0 Million and working capital amounting to RM3.0 Million, of which is expected to be fully utilised within one year upon receipt of payment. 9. BASIS OF ARRIVING AT THE CONSIDERATION The Disposal Price was arrived at on a willing buyer-willing seller basis after taking into consideration the market value of the Parcel 1 Land of RM150.0 Million as appraised by Cheston International (KL) Sdn Bhd in its valuation certificate dated 15 April 2016. The valuation for Parcel 1 Land had been carried out using the Comparison and Residual methods of valuation. Page 3 of 5
10. LIABILITIES TO BE ASSUMED BY THE PURCHASER There are no liabilities to be assumed by the Purchaser arising from the Proposed Disposal. 11. EFFECTS OF THE PROPOSED DISPOSAL (i) Share capital The Proposal Disposal will not have any effect on the issued and paid-up share capital of the Company. (ii) Shareholdings of substantial shareholders The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholders of the Company. (iii) Earnings The Proposed Disposal is expected to contribute positively to the consolidated earnings of DutaLand Group by 2.1 sen per share for the financial year ending 30 June 2017. The total estimated gain from the Proposed Disposal attributed to DutaLand Group is approximately RM17.9 Million based on the latest audited financial statements of the Kenny Heights Joint Venture accounts for the financial year ended 30 June 2015. (iv) Net assets and gearing The proforma effects of the Proposed Disposal on the consolidated net assets ( NA ) and gearing of DutaLand, based on the audited financial statements of DutaLand Group for the financial year ended 30 June 2015, are set out below: DutaLand Group Audited as at 30 June 2015 (RM 000) After the Proposed Disposal (RM 000) Share capital 846,118 846,118 Share premium 18,495 18,495 Revaluation reserve 107,388 107,388 Accumulated losses 1) (42,018) (24,139) Equity attributable to owners of DutaLand Non-controlling interest 929,983 53,975 947,862 53,975 Total equity 983,958 1,001,837 No. of shares in issue ( 000) 846,118 846,118 NA per share (RM) 2) 1.10 1.12 Total borrowings (RM 000) 1,427 1,427 Gearing ratio (times) 3) 0.001 0.001 Notes: 1) KHESB s 58% share in the gain from the Proposed Disposal is approximately RM17.9 Million. 2) Based on Equity attributable to owners of DutaLand divided by number of shares in issue. 3) Based on total borrowings divided by total equity. Page 4 of 5
12. APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of DutaLand and other authorities. 13. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by end July 2016. 14. RISK FACTORS There are no foreseeable risk factors involved in the Proposed Disposal. 15. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders, persons connected with the Directors or the major shareholders of the Company has any interest, direct or indirect, in the Proposed Disposal. 16. DIRECTORS STATEMENT The Board having considered all aspects of the Proposed Disposal is of the opinion that the Proposed Disposal is in the best interests of the Company. 17. HIGHEST PERCENTAGE RATIO Based on DutaLand Group s audited financial statements for the financial year ended 30 June 2015, the highest percentage ratio, pursuant to paragraph 10.02(g) of the Listing Requirements, applicable to the Proposed Disposal is 9.36%. 18. DOCUMENTS FOR INSPECTION A copy of the SPA dated 22 April 2016 and the valuation certificate dated 15 April 2016 (pertaining to Parcel 1 Land prepared by Cheston International (KL) Sdn Bhd) are available for inspection at the registered office of DutaLand at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur for 3 months from the date of this announcement during normal business hours from Mondays to Fridays. This announcement is dated 22 April 2016. Page 5 of 5