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ASIAN PAC HOLDINGS BERHAD (“AP” OR “COMPANY”) PROPOSED ACQUISITION OF 500,000 ORDINARY SHARES OF RM1.00 EACH IN PROUSAHA (M) SDN BHD (“PMSB”) FOR A TOTAL CASH CONSIDERATION OF RM500,000.00 1. INTRODUCTION The Board of Directors of AP is pleased to announce that AP had on 21 February 2013 entered into a Share Sale Agreement (“SSA”) with Zubaidah Binti Bunyamin and Azizi Hisham Bin Bunyamin (“the Vendors”) to acquire 500,000 ordinary shares of RM1.00 each in PMSB (“Sale Shares”) for a cash consideration of RM500,000.00 (“Proposed Shares Acquisition”). As part of the terms of the Proposed Shares Acquisition and negotiation with PMSB, upon satisfaction of the due diligence on PMSB to be carried out by AP, the Company shall have the right to subscribe for 4,000,000 new ordinary shares of RM1.00 each in PMSB for RM4,000,000 cash. Upon completion of the Proposed Shares Acquisition and subscription of new shares, the Company would own 90% of the enlarged issued and paid up share capital in PMSB. 2. INFORMATION ON PMSB PMSB was incorporated in Malaysia under the Companies Act, 1965 on 23 November 1990 as a private limited company with an authorized share capital of RM1,000,000 comprising 1,000,000 ordinary shares at RM1.00 each, all of which have been issued and fully paid up. PMSB is currently dormant but its intended principal activities are property development and investment. Based on the last audited accounts results for the financial year ended 31 December 2011, its net liabilities were RM102,743.00 and based on the latest management accounts as at 31 December 2012, PMSB’s net liabilities are RM104,916.00. The directors of PMSB are Dato’ Haris Bin Ismail and YB Datuk Ir Hasni Bin Hj Mohammad whilst its shareholders and vendors are parties whose names are set out in Section 3 below. PMSB has represented to AP that it is in the process of completing a sale and purchase transaction of a parcel of leasehold land measuring approximately 6.499 acres, held under H.S.(D) 153647, Lot No. PT 43498, Mukim Sungai Buloh, Daerah Petaling Negeri Selangor Darul Ehsan (“Land”) at consideration of RM15,385,786.40, with a combination of shareholder’s advances and bank borrowings. Accordingly, PMSB has invited AP to jointly plan to realize the development potential of this Land. The Land is strategically located in the vicinity of Damansara Damai where there are several prime developments. It also has easy access to major highways, ie. 5-minutes drive to Sungai Buloh interchange of North-South Highway, 5-minutes drive access to Damansara-Puchong Highway and 15-minute drive from Kuala Lumpur. 3. INFORMATION ON THE VENDORS The Vendors of the SSA are set out below:NAME CURRENT SHAREHOLDINGS in PMSB No. of ordinary shares of % RM1.00 each Zubaidah Binti Bunyamin 700,000 70.00 Azizi Hisham Bin Bunyamin 300,000 30.00 TOTAL 1,000,000 100.00 4. Sale Shares 200,000 300,000 500,000 BASIS OF ARRIVING AT CONSIDERATION The Consideration of RM500,000.00 for the Proposed Shares Acquisition was arrived at on a “willing-buyer and willing-seller” basis after taking into consideration the latest audited accounts of PMSB as at 31 December 2011 and its management accounts as at 31 December 2012 as well as the joint development potential of the Land. The Sale Shares shall be acquired by AP free from all claims, charges or liens or any other encumbrances and together with all rights attaching thereto. 5. SOURCE OF FUNDING AP intends to fund the Proposed Share Acquisition through internally generated funds but the future development of the Land shall be a combination of internally generated fund and/or bank borrowings. The net liabilities of PMSB based on its latest audited accounts is RM102,743. AP will not be assuming any liabilities of PMSB. 6. SALIENT TERMS OF THE PROPOSED SHARES ACQUISITION The salient terms of the SSA include, amongst others, the following: a. Terms of payment of Consideration Pursuant to the provisions of the SSA, the total consideration of RM500,000.00 shall be paid in the following manner: b. (i) A deposit equivalent to 10% of the total consideration amounting to RM50,000.00 shall be paid to the Vendors upon execution of SSA; and (ii) A balance sum of RM450,000.00 shall be paid to the Vendors within 7 days from the date on which the SSA ceases to be conditional. Conditions Precedent The Proposed Shares Transaction is conditional upon : (i) AP being satisfied with the due diligence review of PMSB; and (ii) A resolution passed by the board of directors of AP approving the transaction as contemplated in the SSA; to be fulfilled within 14 days from the date of the SSA. c. Special Conditions AP shall have the right to subscribe up to 4,000,000 ordinary shares of PMSB (“Subscription Shares”) at the price of RM1.00 per share, upon AP being satisfied with the due diligence review of PMSB. The Subscription Shares shall upon allotment and issue rank pari passu with all the existing ordinary shares in the company. 7. RATIONALE FOR THE PROPOSED SHARES ACQUISITION AP group is principally involved in property development and investment in which it is presently carrying out several ongoing developments in Kepong, Kota Kinabalu and Johor Bahru. The Proposed Shares Acquisition is an investment opportunity which will allow AP group to undertake a new development potential in the very near future vide PMSB, in an area which has good development prospects within the Klang Valley. 8. a. EFFECTS OF THE PROPOSED SHARES ACQUISITION Earnings and Earnings Per Share The Proposed Shares Acquisition is not expected to have any material impact on the earnings per share of the AP group for the current financial year ending 31 March 2013. However, the future development of the Land is expected to enhance the earnings of the AP group in the near future. b. Net Assets Per Share The Proposed Shares Acquisition is not expected to have any material effect on the net assets per share of the AP group for the current financial year ending 31 March 2013. However, in view of the potential future profit contribution arising from the development of the Land, the net assets per share of AP group are expected to be enhanced over time. c. Gearing The Proposed Shares Acquisition is not expected to have a material effect on the gearing of AP group. d. Share Capital and Shareholding Structure The Proposed Shares Acquisition will not have any impact on the issued and paid-up capital of AP and the shareholdings of the substantial shareholder of AP as it will be satisfied wholly by cash and does not involve any issuance of new ordinary shares in AP. 9. PERCENTAGE RATIO Pursuant to Chapter 10, Part B, paragraph 10.02 (g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Proposed Shares Acquisition is 0.15% and should the subscription of shares takes place upon satisfaction of the due diligence review, the highest percentage ratio combining the two (2) transactions shall be 1.39%. 10. APPROVALS REQUIRED The Proposed Shares Acquisition is not subject to the approval of shareholders of AP or any other relevant authorities. 11. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors, major shareholders and/or persons connected with a Director or major shareholder of AP has any interest, either direct or indirect in the Proposed Shares Acquisition. 12. DIRECTORS’ OPINION The Board of Directors of AP, after taking into consideration of the rationale for the Proposed Shares Acquisition and after careful deliberation, is of the opinion that the Proposed Shares Acquisition is a good investment opportunity and is in the best interest of AP group. 13. RISK FACTORS The Board of Directors of AP does not expect any material risk to arise from the Proposed Shares Acquisition. However, any future development to be carried out on the Land would be subject to operational and other risk(s) common and inherent to the property development industry. 14. PROSPECTS The successful development of the Land is expected to contribute positively to the future earnings of AP group and therefore augur well for the group’s prospects. 15. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE PROPOSED SHARES ACQUISITION Barring any unforeseen circumstances, the Proposed Shares Acquisition is expected to be completed in the first quarter of 2013. 16. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND GUIDELINES ON ISSUE/ OFFER OF SECURITIES The Proposed Shares Acquisition is not subject to the approval of the Securities Commission (“SC”) and does not fall under the SC’s Equity Guidelines. 17. DOCUMENTS FOR INSPECTION A copy of the SSA is available for inspection at the registered office of AP at 12th Floor, Menara SMI, No. 6 Lorong P. Ramlee, 50250 Kuala Lumpur during normal business hours on Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated February 22, 2013.