Download asian pac holdings berhad (“ap” or “company”)

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.