1. Introduction
Further to the announcement made on 19 December, 2014 with respect to the issuance of letter of award by the Government of Malaysia (“GOM”) to JM (Company No. 1010950-W) for the takeover of the assets and concession rights to the New North Klang Straits Bypass Expressway (“NNKSB”), (“the Takeover”), the Company wishes to announce that JM has today executed the SSCA with GOM and the NA with GOM and Lebuhraya Shapadu Sdn Bhd (In Liquidation) (“Shapadu”) to complete this transaction.
JM had, in response to an advertisement by PricewaterhouseCoopers Advisory Services Sdn Bhd for the sale of the concession rights of NNKSB by tender via the local newspapers on 10 September 2012, submitted on 16 November 2012 a formal tender bid for the takeover of the concession rights to the NNKSB. The negotiations between GOM and JM had been ongoing since 2013.
The corporate restructure of JM which resulted in the increase of the Company's indirect interest in the joint venture company, JM to 75% was previously announced by the Company via its announcements dated 23 June 2014 and 8 August 2014.
Currently, Shapadu owns the concession rights to the NNKSB via a concession agreement dated 1 August 1995 (“CA”) and a first supplemental concession agreement dated 7 May 1999 (“FSCA”) executed between GOM and Lebuhraya Shapadu Sdn. Bhd. JM had entered into a sale and purchase agreement dated 30 June 2014 (“SPA”) with Shapadu and in order to effect the takeover of the concession rights of the NNKSB, JM had today executed the NA to novate, assign and transfer all the rights, benefits, interest, duties, liabilities and obligations of Shapadu under the CA and FSCA to JM and the SSCA to vary the terms of the CA and FSCA as agreed with the GOM.
Upon the execution of the NA and SSCA, JM will complete the Takeover but it will not assume any liabilities of Shapadu.
In preparation thereof, the Company and its 84.62% subsidiary, Pinggiran Muhibbah Sdn Bhd (“PM”) had on 16 and 17 December 2014 subscribed for 48 million irredeemable cumulative preference shares (“ICPS”) of RM1.00 each and 28.3 million of ICPS RM1.00 each respectively in JM for a total cash consideration of RM76.3 million (the “Subscription”) for the purpose of the Takeover.
2. INFORMATION
2.1 Information of JM and Shapadu
JM was incorporated in Malaysia on 23 July 2012 and is a special purpose company set up principally to bid for and operate the NNKSB concession. It has an authorised share capital of RM200 million and the paid-up capital is RM76.3972 million. The registered office is at Level 20, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr Ismail, 60000 Kuala Lumpur.
Shapadu is a company incorporated in Malaysia and having its registered office at Lot 10, Jalan Pelabur 23/1, Section 23, Shah Alam, 40000 Selangor. Pursuant to an order of the High Court of Malaya at Shah Alam made on 29 March 2011, Shapadu was wound up and Datuk Mohd Anwar Yahya and Lim San Peen of PricewaterhouseCoopers Advisory Services Sdn Bhd of Level 10, 1 Sentral, Jalan Travers, Kuala Lumpur Sentral, 50470 Kuala Lumpur were appointed as the liquidators of Shapadu.
2.2 Information on NNKSB
NNKSB is the 17.5 km two-lane dual carriageway highway which links North Port to Bukit Raja, Klang. The NNKSB is parallel to the old tolled North Klang Straits Bypass (which became a non tolled road after NNKSB became operational) and is linked to Lebuh Raya Shah Alam (“KESAS Highway”), Federal Highway and the New Klang Valley Expressway. NNKSB commenced operations in 2001.
The NNKSB concession was awarded by GOM to Shapadu pursuant to the CA as varied by the FSCA. Subject to the provisions of the SSCA, the concession period has a term of 18 years commencing from the date of the execution of the SSCA.
2.3 Takeover Consideration
JM, Shapadu and the GOM have mutually agreed on the purchase consideration of RM265 million (“Takeover Consideration”) based on extensive negotiations after taking into consideration the due diligence undertaken by JM covering the actual traffic, toll revenue, projected financial performance of NNKSB and the SSCA concession period.
2.4 Source of funds
The Takeover Consideration is partly financed via bank borrowings and partly from the proceeds of the Subscription.
JM has on 16 December 2014 accepted a bridging loan facility of up to RM200 million from Hong Leong Bank Berhad and Hong Leong Investment Bank Berhad.
The consideration of RM76.3 million for the Subscription will be satisfied entirely in cash from TCB and PM’s internally generated funds.
3. Liabilities to be assumed
There are no material liabilities to be assumed by JM arising from the Takeover as it entails only the takeover of the concession rights of NNKSB and assets, service contracts and employees relevant to the operations of the NNKSB.
There are no material liabilities to be assumed by TCB and PM arising from the Subscription.
4. Financial effect on TCB
The Subscription will not have any effect on the issued and paid-up share capital of the Company and will also not have any significant effect on the earnings and net assets per share of the Company for the financial year ending 31 December 2014 given that the completion has just occurred. However, the Takeover is expected to contribute positively to the future earnings of the TCB group (“the Group”) from the financial year ending 31 December 2015 onwards.
5. Rationale for the Takeover
The Takeover is in line with the Group’s strategy to further develop and leverage its infrastructure business by acquiring mature operating assets with predictable cashflows in Malaysia and the developed markets and to create and enhance shareholder value for the Company.
6. Risk factors
The Takeover is subject to certain risks inherent in the toll road industry, such as regulatory risk in relation to implementation of the CA, FSCA and SSCA. Whilst toll rates may be increased in accordance with the SSCA, GOM may impose lower or defer the increase of toll rates due to economic circumstances and public sentiments. In the event the toll rates fall below the agreed toll rates as stipulated in the SSCA, GOM is obliged to compensate for the difference in accordance with the CA and SSCA.
Traffic volume is a primary determinant of toll revenue. However, the number of vehicles using the highway is dependent on the level of commercial, industrial and residential development around the areas served by the highway, toll rates, alternative toll-free routes, price of fuel, affordability of automobiles and availability of alternative transportation modes such as public transport and rail.
In addition to the impact of traffic, the financial performance of NNKSB is also subject to other risk factors such as changes in rates of inflation, interest rates and taxation which may adversely affect NNKSB’s profitability.
7. Future prospects
As the NNKSB is a highway that links to Port Klang, where two of the country’s largest ports are located, the Group is of the view that the Takeover is expected to contribute positively to the business and provide future recurring income to the Group.
8. Approvals
The Takeover is not subject to any further approvals by the GOM or any other parties.
The Subscription is not subject to the approval of shareholders and the relevant government authorities.
9. Directors and major shareholders’ interest
None of the Directors or major shareholders of the Company, or persons connected with them, have any direct and indirect interest in the Subscription.
However, En. Ahmad Ishak bin Haron (“AI”) (who is not a director or major shareholder of TCB) is deemed to be interested in the Subscription by virtue of his directorship and indirect interest in PM and JM and has abstained from voting in respect of the Subscription.
The total amount of transactions of AI with TCB for the preceding 12 months is nil.
10. Directors’ and Audit Committee’s recommendation
The Board of Directors and Audit Committee, having considered all aspects of the Subscription, are of the opinion that the Subscription is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders of the Company as the Takeover is expected to improve the overall financial position of the Group.
11. Estimated time frame for completion
The Takeover is completed upon the execution of the NA and SSCA.
12. Percentage ratio
The highest percentage ratio applicable to the Subscription pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 12.60%.
13. Document for inspection
A copy of the SSCA and NA will be kept at the registered office of JM at Level 20, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr Ismail, 60000 Kuala Lumpur and are confidential documents for which access can only be granted for specific purposes.
This announcement is dated 22 December 2014.
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