1. INTRODUCTION
The Board of Directors of PKHB (“the Board”) wishes to announce that Poh Kong Properties Sdn. Bhd. (“PKP”), a wholly owned subsidiary of PKHB had on 2 September 2022 entered into a Share Sales Agreement (“SSA”) with the Vendors, namely Nagasundaram A/L Rengaswamy Pillai and Gomathy A/P Subramanyam, the shareholders holding 100% of the issued and paid-up share capital of The Lotus Corporation Berhad and The Lotus Corporation Berhad (“TLCB”) in respect of the Proposed Acquisition.
2. DETAILS OF THE PROPOSED ACQUISITION
2.1 The Proposed Acquisition
On 2 September 2022, PKP had entered into a SSA with the Vendors and TLCB for an indirect purchase of two pieces of leasehold properties held under PN 7184 Lot 2 Sekyen 25 Bandar Petaling Jaya Daerah Petaling Negeri Selangor with the address at No. 4, Jalan 52/4, Section 52, 46200 Petaling Jaya, Selangor and HSD 165239 (Formerly QTR 106) PT 25 Bandar Petaling Jaya Daerah Petaling Negeri Selangor with the address at No. 25, Jalan 52/2, Section 52, 46200 Petaling Jaya, Selangor each measuring approximately 174.1875 square metres together with a three storey shop-lot erected thereon (“the said Properties”) ”) via the acquisition of 1,000,000 (One Million) Ordinary Shares held by the Vendors comprising 100% of the total issued and paid up capital of Lotus (“the Shares”) free of all encumbrances and together with all rights and benefits for a total purchase consideration of RM11,350,000.00.
Pursuant to certain terms and conditions of the SSA, the Vendors shall sell the Shares free from all encumbrances but subject to all terms and conditions of the SSA.
2.2 The information on the Said Properties
Property 1
Title, Building and Address: PN 7184, Lot 2 Sekyen 25, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor together with a Three Storey Shop-lot constructed thereon and bearing the postal address No. 4, Jalan 52/4, Section 52, 46200 Petaling Jaya, Selangor
Area: 174.1875 square metres
Tenure: Leasehold interest for 99 years expiring on 15 March 2094
Category of Land Use: “Tiada”
Express Condition: Bangunan Perniagaan
Restriction In Interest: “Tiada”
Registered Proprietor: THE LOTUS CORPORATION BERHAD (Registration No. 199701025452 [440950-H])
Encumbrances: First Party all monies First Legal Charge registered vide Presentation No. 109277/2010 dated 19 October 2010 in favour of HONG LEONG BANK BERHAD (formerly known as EON BANK BERHAD) (Registration No. 92351-V)
Property 2
Title, Building and Address: HSD 165239 (Formerly QTR 106), PT 25, Bandar Petaling Jaya, Daerah Petaling, Negeri Selangor together with a Three Storey Shop-lot constructed thereon bearing postal address No. 25, Jalan 52/2, Section 52, 46200 Petaling Jaya, Selangor
Area: 174.1875 square metres
Tenure: Leasehold interest for 99 years expiring on 23 March 2065
Category of Land Use: “Bangunan
Express Condition: Bangunan Perniagaan
Restriction In Interest: “Tiada”
Registered Proprietor: THE LOTUS CORPORATION BERHAD (Registration No. 199701025452 [440950-H])
Encumbrances: Third Party all monies First Legal Charge registered vide Presentation No. 85322/2017 dated 5 October 2017 in favour of Public Islamic Bank Berhad (Registration No. 14328-V) and private caveat by Public Islamic Bank Berhad (Registration No. 14328-V) registered vide Presentation No. 42514/2016 dated 29 August 2016.
Save for the following tenancies, TLCB has not entered into any tenancy or lease with any person or company in respect of the Said Properties or part thereof (collectively the “Tenancy Agreement”):-
Property 1
For Ground and First Floors: Tenancy Agreement dated 06/07/2021 was made between TLCB and AmBank (M) Berhad.
For Second Floor: Tenancy Agreement dated 30/08/2022 was made between TLCB and Lotus Assisted Living Sdn Bhd.
Property 2
The Property is vacant and not rented out.
TLCB has not applied for approval from the relevant authorities for renovation/changes/development on the Said Properties.
2.3 Salient Terms of the SSA
The salient terms of the SSA include, inter-alia, the following:-
(a) The Vendors agree to sell and the Purchaser agrees to purchase the Sale Shares free from Encumbrance and Security Interest and together with all rights and benefits attaching thereto as of the Completion Date, at the Purchase Consideration and on the terms and conditions of this Agreement.
It is a condition of this Agreement that the Existing Encumbrance and the Existing Liabilities has to be discharged in accordance with the terms of this Agreement such that Completion can take place and that the Said Properties is free from encumbrances.
The purchase price of the Sale Shares being Ringgit Malaysia Eleven Million Three Hundred Fifty Thousand (RM11,350,000.00) Only.
(b) The Purchaser shall upon execution of this Agreement pay the Deposit to the Vendors (the receipt of which the Vendors expressly acknowledge) upon the Vendors’ undertaking herein to strictly comply with the terms and condition of refund in the manner stated herein this Agreement. The Deposit shall be paid in the following manner:-
- the sum of Ringgit Malaysia Two Million Four Hundred Ninety-Seven Thousand (RM2,497,000.00) onlyto be paid to the Vendors’ Solicitors as stakeholders only to be released to the Vendors upon the Vendors’ execution of this Agreement.
- The sum of Ringgit Malaysia Three Hundred Forty Thousand Five Hundred (RM340,500.00) only (hereinafter referred to as “the RPGT Retention Sum”) being Three percent (3%) of the Purchase Consideration to be retained by the Purchaser’s Solicitors for onward transmission to the Director General of Inland Revenue pursuant to Section 21B of the Real Property Gains Tax Act, 1976 for the account of the Vendors and in accordance with Clause 7.4 of this Agreement.
(c) Subject always to the fulfilment of the Conditions, the Purchaser shall within the Completion Period or the Extended Completion Period, as the case may be pay the Balance Purchase Consideration of Ringgit Malaysia Eight Million Five Hundred Twelve Thousand Five Hundred (RM8,512,500.00) only to the Vendors’ Solicitors as stakeholders to deal with the same in accordance with the terms and condition of this Agreement. The Vendors confirm and acknowledge that all monies paid to the Vendors’ Solicitors herein this Agreement are deemed as monies paid and received by the Vendors.
(d) In the event the Purchaser fails to pay the Balance Purchase Consideration upon expiry of the Completion Period, the Vendors shall automatically grant the Purchaser the Extended Completion Period from the expiry of the Completion Period for the Purchaser to settle the Balance Purchase Consideration subject to payment of Interest on the Balance Purchase Consideration still outstanding.
(e)Upon the payment of the Balance Purchase Consideration to the Vendors’ Solicitors as stakeholders, the Purchaser shall become the beneficial owner of the Sale Shares and the Said Properties.
(f) The Purchasers and the Vendors hereto hereby agree that the completion of the SSA shall be subject to the Completion by the Vendors of their obligations on completion date.
(g) The Vendors are responsible for paying and settling all real property gains tax (if any) payable on the disposal of the Sale Shares and the deemed disposal of the real property assets of the Company pursuant to this Agreement as may be assessed by the Director-General of Inland Revenue under the provisions of the Real Property Gains Tax Act 1976;
(h) The Vendors also agree that they shall be solely responsible for and shall fully indemnify the Purchaser in respect of all Pre-Completion Taxes. The Vendors’ Solicitors are irrevocably authorized to utilise the Retention Sum to pay the pre-Completion Taxes per the Audit Report prepared for the financial year of the Completion Date. Where the Retention Sum is insufficient to pay for the same, the Vendors shall within Seven (7) days upon receipt of a request from the Purchaser pay and settle the difference with the Purchaser.
2.4 Basis of arriving at the Purchase Price
The purchase consideration for the Proposed Acquisition of Ringgit Malaysia Eleven Million Three Hundred Fifty Thousand (RM11,350,000.00) was arrived at on a willing buyer and willing seller basis after taking into consideration the general market value of the properties located in the same area as the Said Properties.
2.5 Rationale for the Proposed Acquisition
The rationale for the Proposed Acquisition is because of the strategic location of the Said Properties. They are situated in the same row of shop-lots where the Headquarters of the Company is located.
Other benefits influencing the Proposed Acquisition are:-
- Availability of additional space for the Group to re-organise and re-structure internally.
- Opportunity for future growth and development of the Group’s business.
- Enhancement of the Group’s image.
- Ownership of the Said Properties provides the assurance that the Property would not be disposed of to any third party who may be hostile to the Group or who may not rent back to the Group; thus disrupting the effective links in the Group’s business development and expansion strategy and hence, will in turn adversely affecting the Group’s business; and
- Savings on future rental payment.
Based on the Balance Sheet in the latest Management Accounts of TLCB dated 2 September 2022; a copy is attached to the SSA, the book value of the Said Properties amounted to only RM2,481,895 and the book recorded a net liabilities position of RM612,472. TLCB did not revalue the Said Properties to reflect their market valuation in the Balance Sheet as at 2 September 2022.
2.6 Source of funding
PKP intends to finance the Proposed Acquisition through internally generated funds.
2.7 Encumbrances and liabilities to be assumed
PKP is not expected to assume any liabilities, including contingent liability and guarantee, pursuant to the Proposed Acquisition. Therefore, the Proposed Acquisition is free of any encumbrances and liabilities.
2.8 Additional financial commitment required
Except for the Purchase Consideration, no additional financial commitment is required for the Proposed Acquisition.
3. INFORMATION ON VENDOR
The directors and shareholders of TLCB (i.e. Vendors) and their respective shareholdings in TLCB are as follows:-
Name | Designation | No. of shares | % |
Nagasundaram A/L Rengaswamy Pillai | Director | 500,000 | 50 |
Gomathy A/P Subramanyam | Director | 500,000 | 50 |
The Lotus Corporation Berhad [Company No.: 199701025452 (440950-H)] was incorporated in Malaysia under Companies Act, 1965 on 31 July 1997 as a public company and had its registered address at No 17-3, 2nd Floor, Jalan SP 2/1, Taman Serdang Perdana, Seksyen 2 43300 Seri Kembangan, Selangor and business address at Wisma Lotus, Lot 1A, Jalan 51A/223A, Off Jalan Utara, 46100 Petaling Jaya, Selangor. The principal activities of The Lotus Corporation Berhad are investment holding. Presently, it has an authorised share capital of RM1,000,000.00 comprising 1,000,000 ordinary shares of RM1.00 each, of which 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up.
4.1 Share capital
The Proposed Acquisition will not have any effects on the share capital as the Proposed Acquisition will be satisfied entirely via internally generated funds.
4.2 Earnings and earnings per share
The Proposed Acquisition is not expected to have any material impact on the consolidated earnings and/or earnings per share of the Group for the financial year ending 31 July 2023.
4.3 Net assets per share
The Proposed Acquisition will not have any effect on the net assets per share of the Group for the financial year ending 31 July 2023.
4.4 Gearing
The Proposed Acquisition will not have any effect on the gearing of the Group for the financial year ending 31 July 2023. As the Proposed Acquisition is fully financed by internally generated funds.
4.5 Substantial shareholders’ shareholdings
As the Proposed Acquisition will be satisfied wholly by internally generated funds, the Proposed Acquisition will not have any effect on the substantial shareholders’ shareholdings.
5. PROSPECTS AND RISK FACTORS IN RELATION OF THE PROPOSED ACQUISITION
5.1 Prospect
(a) the Proposed Acquisition is part of the PKHB’s long term sustainable growth and development strategy which will allow the PKHB Group to continue to be a major distributor and supplier of jewellery, precious stones, semi-precious stones and gold ornaments in the country.
(b) The prospect of property value appreciation of the Said Properties in future is considered high as the Said Properties of the Proposed Acquisition are located in the prime commercial area of Petaling Jaya New Town Area.
5.2 Risk factor
The terms of the SSA are the common terms found in similar agreements. However, in the unlikely event of any default by PKP, 25% of the Purchase Consideration paid to the Vendors will be forfeited as agreed liquidated damages.
6. APPROVALS REQUIRED
Other than the usual government’s approval in relation to the transfer of shares, the Proposed Acquisition is not subject to the approval of the shareholders of PKHB.
7. DISCLOSURE OF MAJOR SHAREHOLDERS' AND DIRECTORS' INTERESTS
None of the Directors, Major Shareholders and/or persons connected with them have any interest, direct or indirect, in the Proposed Acquisition.
8. DIRECTORS' STATEMENT
The Board having considered the rationale for the Proposed Acquisition and after careful deliberation, is of the opinion that the Proposed Acquisition is in the best interests of PKHB and its shareholders.
9. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed by December 2022.
10. DOCUMENTS FOR INSPECTION
The SSA will be made available for inspection at the registered office of PKHB at No. 16-20, Jalan 52/4, 46200 Petaling Jaya, Selangor Darul Ehsan during the normal working hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 2 September 2022.
本周最热论坛帖子
发表于 5-8-2020 10:01 AM
发表于 24-8-2020 08:26 AM
3349 
64
