GENERAL ANNOUNCEMENT TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS BSL CORPORATION BERHAD ( BSL OR THE COMPANY ) PROPOSED DISPOSAL OF ALL THAT PIECE OF FREEHOLD LAND MEASURING APPROXIMATELY 10,891 SQUARE METRES HELD UNDER INDIVIDUAL TITLE GERAN MUKIM 10245, LOT NO. 23552, MUKIM OF KAPAR, DISTRICT OF KLANG AND STATE OF SELANGOR DARUL EHSAN TOGETHER WITH A FACTORY ERECTED THEREON BEARING POSTAL ADDRESS AT LOT NO. 5002, BATU 5½, JALAN MERU, 41050 KLANG, SELANGOR DARUL EHSAN BY CRESTRONICS (M) SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF BSL, TO TOP GLOVE SDN BHD 1. Introduction Pursuant to Paragraph 10.06 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of BSL wishes to announce that Crestronics (M) Sdn Bhd (Company No. 390939-T) ( CMSB ), a wholly-owned subsidiary of the Company, had on 29 September 2015 entered into a Sale and Purchase Agreement ( SPA ) with Top Glove Sdn Bhd (Company No. 220483-T) ( TGSB ) for the disposal by CMSB of all that piece of freehold land measuring approximately 10,891 square metres held under Individual Title Geran Mukim 10245, Lot No. 23552, Mukim of Kapar, District of Klang and State of Selangor Darul Ehsan together with a factory erected thereon, bearing postal address at Lot No. 5002, Batu 5½, Jalan Meru, 41050 Klang, Selangor Darul Ehsan ( the Property ) to TGSB for a cash sale consideration of RM9,878,660.00 only ( Sale Consideration ), subject to 6% Goods & Services Tax ( GST ) (hereinafter referred to as the Proposed Disposal ). 2. Information on CMSB CMSB was incorporated on 18 June 1996 as a private limited company incorporated in Malaysia under the Companies Act, 1965 and having its registered office at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The present authorised share capital of CMSB is RM5,000,000.00 divided into 5,000,000 ordinary shares of RM1.00 each of which 1,700,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activity of CMSB is assembly of printed circuit boards and all types of electronic and electrical components, devices and systems. CMSB is the registered owner of the Property. 3. Information on TGSB TGSB was incorporated on 9 July 1991 as a private limited company incorporated in Malaysia under the Companies Act, 1965 and having its registered office at A-11-01, Empire Subang Office, Jalan SS16/1, 47500 Subang Jaya, Selangor Darul Ehsan. The present authorised share capital and issued and fully paid-up capital of TGSB are RM550,000,000.00 divided into 50,000,000 ordinary shares of RM1.00 each and 500,000,000 preference shares of RM1.00 each. The principal activity of TGSB is manufacturing and trading of gloves. 1
The Directors and shareholder of TGSB are as follows:- Name of Directors i. Hue Kon Fah ii. Tan Sri Dato Sri Lim Wee Chai iii. Puan Sri Tong Siew Bee iv. Lee Kim Meow v. Lim Cheong Guan vi. Wong Chong Ban vii. Lew Sin Chiang Name of Shareholder Number of Shares Percentage of Shareholding Top Glove Corporation Bhd (Company No. 474423-X) 4. Information on the Property 50,000,000 Ordinary Shares of RM1.00 each and 500,000,000 Preference Shares of RM1.00 each 100% The details of the Property are set out below: Identification : Geran Mukim 10245, Lot No. 23552, Mukim of Kapar, District of Klang and State of Selangor Darul Ehsan Postal Address : Lot No. 5002, Batu 5 ½, Jalan Meru, 41050 Klang, Selangor Darul Ehsan Description : An industrial land and a single storey factory with an annexed double storey office building and ancillary buildings Tenure : Freehold Category of land use : Office and Factory Land area : Approximately 10,891 square metres Built up area : 6,651 square metres Approximate age of building : 24 years Existing use : The Property was previously used by CMSB as factory for assembly of printed circuit boards and all types of electronic and electrical components, devices and systems, but was vacated after CMSB relocated its operations to Rawang in September, 2013. Occupancy Rate : Nil, the Property is currently vacant and not in use by any party. Total lettable area : 6,651 square metres 2
Lettable area available for letting Original cost of investment : 6,651 square metres : RM4,100,000.00 Date of Investment : 1 September 1999 Net book value based on latest Audited Financial Statements of CMSB for the financial year ended 31 August 2014 : RM9,635,807.00 Valuation : Name of valuer: KGV International Property Consultants (M) Sdn Bhd ( KGV ) (Company No. 125852-D) Date of valuation: 1 December 2014 Method of valuation: Cost Approach (Under this approach, an indication of value is obtained by adding to the estimated value of the land, taken as vacant, the depreciated reproduction or replacement cost of the building and other improvements.) Market value of the land free from encumbrances and with vacant possession: RM10,720,000.00 Encumbrances : The Property is presently charged to Citibank Berhad (297089-M) ( Chargee ) 5. Salient terms of the SPA (a) (b) CMSB has agreed to sell and TGSB has agreed to purchase the Property on an as is where is basis free from all encumbrances and caveats and with vacant possession. Payment terms for the sale consideration of RM9,878,660.00 are as follows:- (i) Deposit Upon execution of the SPA, a deposit of RM987,866.00 was paid by TGSB to CMSB. (ii) Balance Sale Consideration A sum of RM8,890,794.00, being the balance Sale Consideration shall be paid by TGSB to CMSB s solicitors as stakeholder within three (3) months from the date of the SPA (the last day for payment shall hereinafter referred to as the Completion Date ). The amount of GST payable by TGSB will be RM592,719.60. 3
(c) Extension of Time In the event that TGSB shall be unable to pay the balance Sale Consideration by the Completion Date, CMSB shall automatically grant to TGSB an extension of a further period of one (1) month (hereinafter referred to as the Extended Period ) from the Completion Date to pay the balance Sale Consideration (the last day for payment herein shall be called the Extended Completion Date ) subject however to TGSB paying late payment interest at the rate of eight per centum (8%) per annum calculated on the amount of the balance Sale Consideration remaining outstanding on the Completion Date until the date of receipt by CMSB s solicitors of the balance Sale Considerations as stakeholders. (d) Default by TGSB In the event TGSB is unable, fails or refuses to pay the balance Sale Consideration and/or late payment interest by the Extended Completion Date or fails to comply with their obligation to complete the purchase of the Property in accordance with the terms of the SPA and CMSB is willing, ready and able to comply with their obligations to complete the sale of the Property in accordance with the terms of the SPA, CMSB shall be entitled by notice in writing to TGSB to terminate the SPA and forfeit a sum of RM987,866.00 only as agreed liquidated damages and all other sum paid by TGSB to CMSB towards the Sale Consideration shall be refunded free of interest to TGSB within fourteen (14) days from the date of the said notice and in simultaneous exchange for the return to CMSB of all documents which have been forwarded to TGSB and/or TGSB s solicitors and/or the financier and/or the financier s solicitors with CMSB s interest intact and the redelivery of vacant possession of the Property in the same state and condition as at the date of delivery of vacant possession (fair wear and tear excepted) if the same has already been delivered. Upon forfeiture of the said sum and such excess, if any being refunded and return of the said documents and redelivery of vacant possession to CMSB, the SPA shall be null and void and of no further legal effect and neither party shall have any further claim action or demand against the other and CMSB shall be entitled at his absolute discretion to deal with the Property without further reference to TGSB. (e) Default by CMSB In the event CMSB fails or is unable, unwilling or refuses including failure or refusal to transfer the Property to TGSB free from all encumbrances and caveats and with vacant possession in accordance with the provisions of the SPA and CMSB fails and/or refuses to rectify the said breach within fourteen (14) days from the date of receipt of the written demand by CMSB s solicitors from TGSB s Solicitors, and TGSB is ready, willing and able to complete the purchase of the Property in accordance with the terms of the SPA, TGSB shall be entitled to the equitable remedy of specific performance of the SPA. Alternatively TGSB shall be entitled to terminate the SPA by notice in writing to CMSB and obtain from CMSB a full refund of all moneys already paid by TGSB to CMSB towards account of the Sale Consideration within fourteen (14) days from the date of receipt by CMSB s Solicitors of the said notice plus a further sum equivalent to ten per centum (10%) of the Sale Consideration as agreed liquidated damages in simultaneous exchange for the return to CMSB of all documents which have been forwarded to TGSB and/or TGSB s solicitors and/or the financier and/or the financier s solicitors with CMSB s interest intact and the 4
redelivery of vacant possession of the Property in the same state and condition as at the date of delivery of vacant possession (fair wear and tear excepted) if the same has already been delivered. Upon receipt of the aforesaid refund and agreed liquidated damages by TGSB and return of the said documents and redelivery of vacant possession to CMSB, the SPA shall be null and void and of no further legal effect and neither party shall have any further claim action or demand against the other and CMSB shall be entitled at their absolute discretion to deal with the Property without further reference to TGSB. (f) TGSB s obligations upon termination of SPA In the event the SPA is terminated for any reasons whatsoever simultaneously in exchange for any sum to be refunded or to be paid to TGSB by CMSB, TGSB shall redeliver vacant possession of the Property (if it has been delivered to TGSB prior thereto) to CMSB in substantially the same state and condition as at the time vacant possession of the Property was delivered to TGSB and also return and/or cause to be returned to CMSB all documents which have been forwarded to TGSB and/or TGSB s solicitors and/or the financier and/or the financier s solicitors to CMSB or the Chargee with CMSB s interest intact, as the case may be, and remove at TGSB s own cost and expense any private caveat and/or encumbrances lodged by TGSB and/or the financier and/or anyone claiming through TGSB. 6. Basis of arriving at and justification for the sale consideration The Sale Consideration was arrived at on a willing-buyer willing-seller basis as negotiated between CMSB and TGSB, after taking into consideration the net book value of the Property of RM9,635,807.00 (as per the latest audited consolidated financial statements for the financial year ended 31 August 2014) and the market value of the Property free from all encumbrances and with vacant possession of RM10,720,000.00 based on the valuation carried out by KGV on 1 December, 2014 using the cost approach. The Sale Consideration is justifiable after taking into consideration that the valuation of the Property was conducted on 1 December 2014 and comparison made on the transactions of similar properties listed for sale within the same location or other comparable localities. 7. Assumption of liabilities There are no liabilities to be assumed by TGSB arising from the Proposed Disposal. 8. Expected gain from the Proposed Disposal Based on the cash consideration of RM9,878,660.00, the expected gain from the Proposed Disposal is approximately RM242,853.00 based on the net book value of RM9,635,807.00 (as per the latest audited financial statements of CMSB for the financial year ended 31 August 2014). 5
9. Proposed utilisation of proceeds from the Proposed Disposal Details of utilisation Amount allocated (RM) Intended timeframe for utilisation upon the Completion Date Repayment of bank borrowings 2,000,000.00 Within 4 months Working Capital for BSL Group 7,478,660.00 Within 4 months Estimate expenses in relation to the Proposed Disposal 400,000.00 Within 4 months 10. Rationale and Benefit for the Proposed Disposal Following the relocation of CMSB s operations to Rawang, the Property becomes an excess to the Group. Hence, the management is of the view that the Proposed Disposal will enable BSL to utilise the cash sale consideration for repayment of bank borrowing and BSL Group s working capital. 11. Effects of the Proposed Disposal 11.1 Share capital and substantial shareholders shareholding The Proposed Disposal does not have any effect on the share capital and substantial shareholders shareholdings of the Company. 11.2 Earnings per share, net assets per share and gearing 12. Percentage ratio TOTAL 9,878,660.00 The Proposed Disposal does not have any material effect on the earnings per share, net assets per share as the expected gain from the Proposed Disposal is only approximately RM242,853.00. However, upon completion of the Proposed Disposal, the gearing of BSL Group for the financial year ending 31 August 2016 is expected to improve as RM2,000,000.00 of the proceeds from the Proposed Disposal is intended to be utilised for the repayment of bank borrowings. The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements computed based on BSL s latest audited consolidated financial statements for the financial year ended 31 August 2014 is 13.84%. 6
13. Estimated time frame for completion Barring unforeseen circumstances, the Proposed Disposal is expected to be completed within four (4) months from the date of the SPA. 14. Interest of Directors, Major Shareholders and/or persons connected to them None of the directors, major shareholders of BSL, its holding company and subsidiaries and/or persons connected to them has any interest, direct or indirect, in the Proposed Disposal. 15. Directors statement The Board of Directors of BSL, after having considered the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of BSL Group. 16. Approvals required The Proposed Disposal is not subject to the approval of the shareholders of the Company or any government authorities. 17. Documents for inspection The SPA and KGV s valuation report are available for inspection at the registered office of the Company at Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 29 September 2015. 7