1. INTRODUCTION
The Board of Directors of Cocoaland Holdings Berhad ("Cocoaland" or "the Company") is pleased to announce that its wholly-owned subsidiary, CCL Food & Beverage Sdn. Bhd. (“CCLSB” or “Purchaser”) has on 23 August 2013, entered into a Sale and Purchase Agreement (“SPA”) with Yue Sang Cheong Sdn Bhd(“YSCSB” or “Vendor”) to acquire all that piece of freehold industrial land at Mukim Rawang, Daerah Gombak, Negeri Selangor measuring in area approximately 9,163 square meters together with a single storey warehouse and two storey office erected thereon (“the Property” which term where the context permits shall include the fixtures and fittings annexed thereto) free from all encumbrances with vacant possession for a total consideration of RM11,500,000.00 (Ringgit Malaysia Eleven Million and Five Hundred Thousand only) (“the Acquisition”).
2. INFORMATION OF CCLSB
CCLSB (Company No. 922024-P) was incorporated in Malaysia on 15 November 2010 and having its registered office at Lot 6.08, 6th Floor, Plaza First Nationwide, No. 161 Jalan Tun H.S. Lee, 50000 Kuala Lumpur. The authorised share capital of CCLSB is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each. The issued and paid up share capital is RM2.00 comprising 2 ordinary shares of RM1.00 each. CCLSB is currently a dormant company.
3. INFORMATION OF YSCSB
YSCSB (Company No. 1805-U) was incorporated in Malaysia on 6 September 1949 and having its registered office at Lot 30, Jalan Batu Arang, Rawang Integrated Industrial Park, 48000 Rawang, Selangor Darul Ehsan.The authorised share capital of YSCSB is RM5,000,000.00 comprising 499,900 ordinary shares of RM10.00 each and 100 Founders’ shares of RM10.00 each. The issued and paid up share capital is RM555,230.00 comprising 55,423 ordinary shares of RM10.00 each and 100 Founders’ shares of RM10.00 each. The principal activities of YSCSB are wholesale and retail of sundry goods.
The Directors of YSCSB are Cheah Kai Chung and Liew Siew Kuan.
4. INFORMATION ON THE PROPERTY
The Vendor is the registered proprietor of all that piece of freehold industrial land identified as Geran 212310, Lot No. 21226, Mukim Rawang, Daerah Gombak, Negeri Selangor (“Land”) measuring in area approximately 9,163 square meters together with a single storey warehouse and two (2) storey office annexed and erected thereon and bearing postal address at Lot 30 Jalan Batu Arang, Rawang Integrated Industrial Park, 48000 Rawang, Selangor Darul Ehsan.
The Property is free from all encumbrances as at the date of the SPA.
5. PURCHASE CONSIDERATION
The purchase consideration of the Property was derived on a willing buyer willing seller basis based on recent transacted prices of freehold land within the same vicinity of approximately RM90 per square feet and construction cost of warehouse of approximately RM120 per square feet.
Cocoaland did not carry out any independent valuation on the Property for the purpose of the Acquisition.
6. SOURCE OF FUNDING
The Acquisition will be wholly satisfied by cash through internally generated funds.
7. ASSUMPTION OF LAIBILITIES
There are no other liabilities, including contingent liabilities and guarantees to be assumed by the Company arising from the Acquisition.
8. SALIENT TERMS OF THE ACQUISITION
8.1 Payment
The purchase consideration shall be paid in the following manner and time:-
(a) 10% of the purchase consideration amounting to RM1,150,000 upon execution of the SPA.
(b) The balance 90% of the purchase consideration amounting to RM10,350,000 (“Balance Purchase Price”) shall be paid within three (3) months from the date of the SPA (“Completion Period”).
(c) An automatic extension of time of one (1) month from the expiry of the Completion Period (“Extended Completion Period”) shall be granted to the Purchaser subject to late payment of interest of 8% per annum on the unpaid portion of the Balance Purchase Price.
8.2 Default By Purchaser
In the event the Purchaser fails to pay the Balance Purchase Price or any outstanding thereof on or before the expiry of the Extended Completion Period or is in breach of any material covenants stated in the SPA (provided that such failure or breach is not caused by any default fault neglect omission or blameworthy conduct on the part of the Vendor and/or the Vendor’s Solicitors)the Vendor shall serve a fourteen (14) days prior notice in writing commencing from the date of receipt thereof by the Purchaser or the Purchaser’s Solicitors as the case may be to remedy the breach and on the expiration of the said fourteen (14) days without the breach complained of having been remedied by the Purchaser then the SPA shall forthwith be or is deemed terminated whereupon the Vendor shall be entitled to:-
(a) forfeit the sum of RM1,150,000 as agreed liquidated damages absolutely and all other payments made by the Purchaser towards account of the Purchase Price in excess of the Forfeitable Sum shall be refunded by the Vendor to the Purchaser free of interest within fourteen (14) days after the date of termination and in exchange for the aforesaid refund and payment the Purchaser shall return/re-deliver and/or cause the Purchaser’s Solicitors to have returned/re-delivered (if released/delivered) the following to the Vendor’s Solicitors:-
(i) the Memorandum of Transfer to be destroyed where no stamp duty has been paid or in the case where the stamp duty has been paid after receipt of the cancelled Memorandum of Transfer from the stamp duties office; and
(ii) the original issue document of title to the Property with the Vendor’s interest intact; and
(iii) copies of the site plan and the ground and first floor plans of the Property duly approved by Jabatan Perkhidmatan Bomba Malaysia vide Bil. No. Fail: JPBM/SEL/005/28135; and
(iv) vacant possession of the Property (if delivered)in the condition state nature and character when the same was delivered earlier to the Purchaser (fair wear and tear excepted) without any rental or compensation being payable; and
(v) documentary proof of withdrawal of caveat lodged by the Purchaser on the Property; and
thereafter the SPA shall be null and void and shall have no effect whatsoever and neither party shall have any claim against the other save for any antecedent breach in respect of the SPA; or
(b) commence an action for specific performance against the Purchaser.
8.3 Default By Vendor
If the Vendor fails to effect the transfer of the Property to the Purchaser free from all encumbrances except for the Purchaser’s private caveat within the time and manner stipulated in the SPA or is in breach of any material covenants representations or warranties stated in the SPA (provided that such failure or breach is not caused by any default fault neglect omission or blameworthy conduct on the part of the Purchaser and/or the Purchaser’s Solicitors) the Purchaser shall serve a fourteen (14) days prior notice in writing commencing from the date of receiptthereof by the Vendor or the Vendor’s Solicitors as the case may be to remedy the breach and on the expiration of the said fourteen (14) days without the breach complained of having been remedied by the Vendor then the Purchaser shall be entitled to:-
(a) commence an action for specific performance against the Vendor; or
(b) deem that the SPA has been terminated forthwithwhereupon the Vendor shall refund to the Purchaser all monies paid towards account of the Purchase Price free of interest within fourteen (14) days after the date of suchtermination and in addition thereto the Vendor shall within fourteen (14) days after the date of expiration of suchtermination pay to the Purchaser the sum of RM1,150,000 as agreed liquidated Damages and in exchange for the aforesaid refund and payment the provisions in Clause 7.01(1)(a)(i)-(v) of the SPA shall apply mutatis mutandis and thereafter the SPA shall become null and void and be of no further effect and neither party hereto shall have any further claim or action whatsoever against the other save for any antecedent breach in respect of the SPA.
8.4 Non-Registration Of Transfer
(1) If due to no fault default neglect misconduct and/or omission on the part of the Vendor and/or the Purchaser the duly executed adjudicated and stamped Memorandum of Transfer in favour of the Purchaser is rejected for registration for any reason(s), the Purchaser or the Purchaser’s Solicitors as the case may be shall serve a fourteen (14) days’ prior notice in writing on the Vendor or the Vendor’s Solicitors as the case may be commencing from the date of receipt thereof to terminate the SPA and the Vendor shall refund to the Purchaser all monies paid towards account of the Purchase Price free of interest within fourteen (14) days after the date of such termination and in exchange for the aforesaid refund and payment the provisions in Clause 7.01(1)(a)(i)-(v) of the SPA shall apply mutatis mutandis and thereafter the SPA shall become null and void and be of no further effect and neither party hereto shall have any further claim or action whatsoever against the other save for any antecedent breach in respect of the SPA.
(2) In the event that the Memorandum of Transfer in respect of the Property is rejected for registration due to reason(s) rectifiable by attendance at the land office/registry the Vendor or the Purchaser and/or their respective solicitors as the case may be shall use their best endeavour to ascertain the cause for rejection and rectify and remedy such cause within fourteen (14) days from the date of receipt of notification from the land office/registry or if no time is stipulated not later than fourteen (14) days from the date of receipt of such notification.
8.5 Delivery of Vacant Possession
The Vendor shall deliver vacant possession of the Property in the condition state nature and character as at the date of the SPA (fair wear and tear excepted) free from all squatters / tenants / occupants / licensees / encroachment within five (5) days from the date of full payment of the Purchase Price to the Vendor’s Solicitors as stakeholder together with late payment interest, if any.
9. RATIONALE FOR THE ACQUISITION
The Acquisition is for the purpose of expanding Cocoaland’s warehouse capacity.
10. NET BOOK VALUE (“NBV”)
Based on the Vendor’s latest Audited Financial Statements for the financial year ended 31 December 2012, the NBV of the Property was recorded at RM3,352,526. The Property was acquired in 1995 at the cost of purchase of RM4,547,346 and has not been revalued since the purchase date.
11. FINANCIAL EFFECTS
The Acquisition will not have material impact to the earnings of Cocoaland Group for the financial year ending 31 December 2013.
The Acquisition is expected to contribute positively to the earnings and net assets per share of Cocoaland Group for the financial year ending 31 December 2013. The gearing, share capital and substantial shareholders’ shareholdings of Cocoaland will not be affected.
12. RISK FACTORS
The economic value of the Property is subject to the risks inherent in the property market. These include, inter-alia, changes in general economic, business and credit conditions and demand for industrial properties. However, the Property is intended to be owner-occupied rather than for investment purpose.
13. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the Directors and/or major shareholders or persons connected with the Directors and/or major shareholders of the Company has any direct or indirect interest in the Acquisition.
14. COMPLETION OF THE ACQUISITION
Barring any unforeseen circumstances, the Acquisition is expected to be completed within three (3) months from the date of the SPA.
15. APPROVALS REQUIRED
The Acquisition is not subject to the approval of the shareholders of the Company or any government authorities.
16. HIGHEST PERCENTAGE RATIO APPLICABLE
Pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Acquisition is 5.9%.
17. DIRECTORS' STATEMENT
The Board of Directors of Cocoaland, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of the Company.
18. DOCUMENTS FOR INSPECTION
The SPA is available for inspection at the registered address of the Company at Lot 6.08, 6th Floor, Plaza First Nationwide, No. 161, Jalan Tun H.S. Lee, 50000 Kuala Lumpur, during normal working hours from Monday to Friday (except public holidays) for a period of three (3) months commencing from the date of this announcement or upon the conclusion of the Acquisition whichever is earlier.
This announcement is dated 26 August 2013.
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发表于 4-10-2012 08:42 PM
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