1. Introduction
Pursuant to the requirements of Paragraph 9.19(23) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of TSH wishes to announce that the Company had on 14 July 2014 entered into a Share Sale Agreement to acquire 2 ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital in Icon Field Ventures Sdn. Bhd. (“Icon”) for a total purchase consideration of USD7,650,000 (approximately RM24,480,000 based on an exchange rate of USD1.00 for RM3.20) from Wingate Consolidation Limited (“Wingate”) (“Proposed Acquisition”).
2. Details of the Proposed Acquisition
Icon is a private limited company, incorporated in Malaysia on 9 June 2014 with an issued and paid-up share capital of RM2.00 comprising 2 ordinary shares of RM1.00 each. Icon shall enter into a sale and purchase agreement with PT Tirta Agung Selaras and PT Teguh Aman Sentosa to purchase 90% of the entire share capital of PT Prima Usaha Sukses (“PT PUS”).
PT PUS has obtained the Ijin Lokasi for approximately 9,000 hectares of land located at Desa Telok, Petak Puti, Tewang Panjang, Tumbang Lahang, Tura, Tumbang Tanjung Kecamatan Katingan Tengah and Desa Geragu, Tumbang Tungku, Tewang Karangan, Dahian Tunggal, Tumbang Lawang, Tumbang Banjang Kecamatan Pulau Malan Kabupaten Katingan Provinsi Kalimantan Tengah (“Land”). In addition, PT PUS has obtained the necessary licence to develop the Land into oil palm plantation.
The Land is located within close proximity to the Company’s existing estate in PT Mitra Jaya Cemerlang with accessibility and good infrastructure and near to river for the transport of commodity.
3. Conditions precedent to the Proposed Acquisition
The Proposed Acquisition is subject to the fulfillment of certain conditions precedent, inter-alia:-
a) the approval of the Indonesian Investment Co-ordinating Board (“BKPM”) for the conversion of PT PUS into a company with Penanaman Modal Asing (“PMA”) status;
b) Icon becomes the beneficial owner of 90% of the entire share capital in PT PUS;
c) a satisfactory results of the legal and financial due diligence exercise on Icon and PT PUS;
d) Wingate has complied with all requirements of their constitution and/or requirements of the relevant law in relation to the transfer of the sale shares; and
e) such other approvals from any other relevant bodies, persons, courts, authorities or regulatory bodies as may be necessary for the completion of the sale and purchase of the sale shares.
4. Basis of consideration
The purchase consideration of USD7,650,000 was arrived at on a willing-buyer, willing-seller basis after taking into consideration the value of the Land held by PT PUS with an estimated area of 9,000 hectares. The purchase consideration will be financed through internal resources. The Company will acquire the shares free from all charges, liens, pledges and other encumbrances and with all rights, benefits and entitlements attached thereto.
5. Effects of the Proposed Acquisition
The Proposed Acquisition will not have any effect on the share capital and shareholdings structure of TSH. Further, the Proposed Acquisition will not have any material impact on the net asset and earnings of the TSH Group for the financial year ending 2014. However, the Proposed Acquisition is expected to improve the future earnings of the TSH Group resulting from the development of the plantation land in the future.
6. Rationale for the Proposed Acquisition
The Proposed Acquisition would enable TSH to further increase its oil palm plantation areas in Indonesia.
7. Directors’ and substantial shareholders’ interest
None of the Directors or substantial shareholders of TSH or any person connected to the Directors and substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition.
This announcement is dated 14 July 2014.
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