1. INTRODUCTION
Pursuant to Paragraph 10.08(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of KIMLUN wishes to inform that PASB had on 12 June 2013 entered into separate sale and purchase agreements (“SPA(s)”) with the following Directors of KIMLUN and person connected to them (“Related Parties”), for the sale of SOHO by PASB within PASB’s property development project known as Cyber Bistari (Hyve) to the Related Parties (“Transaction(s)”):-
Related Parties | | | | | Net Consideration (*) (RM) |
| Executive Chairman of KIMLUN | Parcel A-20-11 with a built-up area of 71.59 square metres (“sf. mtr.”) | | | |
Parcel A-20-12 with a built-up area of 42 sq. mtr. | | | |
| Pang Chew Ngo is a Director of Kimlun Sdn Bhd, a wholly-owned subsidiary of KIMLUN and a person connected to Pang Tin the Executive Chairman of KIMLUN | Parcel A-8-15 with a built-up area of 53.76 sq. mtr. | | | |
| | Parcel A-9-15 with a built-up area of 53.76 sq. mtr. | | | |
Yam Len Thye and Liu Meng Chian | Yam Len Thye is a person connected to Yam Tai Fong, a Director of KIMLUN | Parcel A-12-10 with a built-up area of 53.76 sq. mtr. | | | |
Yam Ooi Thye and Yeoh Chiew Seong | Yam Ooi Thye and Yeoh Chiew Seong are persons connected to Yam Tai Fong, a Director of KIMLUN | Parcel A-12-05 with a built-up area of 48.40 sq. mtr. | | | |
(*) The net consideration was arrived at after taking into account the discount rate applicable to employees of the group and early purchasers.
Pang Khang Hau and Phang Piow @ Pang Choo Ing (“Phang Piow”), Directors of KIMLUN are deemed interested in the Transaction between PASB and Pang Tin by virtue of their family relationship to Pang Tin.
Phin Sdn Bhd (“Phin”), the major shareholder of KIMLUN, is deemed interested in the Transaction between PASB and Pang Tin by virtue of Pang Tin’s interest in Phin pursuant to Section 6A of the Companies Act, 1965.
2. INFORMATION OF PASB
PASB is a company incorporated on 9 December 2010 under the Companies Act 1965 and having its registered address at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. PASB has an authorised capital of RM1,000,000 divided into 1,000,000 ordinary shares of RM1.00 each, all of which are issued and fully paid up. The principal activity of PASB is property development and property investment
3. DETAILS OF THE HYVE
Hyve is an on-going development project consisting of 768 units of SOHO and offices development in 2 towers on the freehold enterprise land own by PASB and held under Geran 169505 Lot 33072, Mukim of Dengkil, Daerah Sepang, Selangor. The built-up area of the Hyve SOHO and offices ranges from 42 sq. mtr. to 81.96 sq. mtr per parcel.
The freehold enterprise land measuring approximately 20,021 sq. mtr. is located within the city centre of Cyberjaya and is accessible via few highways.
The current stage of construction of the Hyve is approximately 5% and it is expected to be completed by end of 2015.
4. DETAILS OF THE TRANSACTIONS
4.1 Salient Terms of SPAs
The SPAs are based on terms and condition prescribed under the Housing Development (Control and Licensing) Act 1966 (“HDA ACT”), hence they are not more favourable than those generally offered to other purchasers.
The disposal consideration as stated in the respective SPA shall be paid in cash and satisfied in the following manner:-
· 10% of the disposal consideration shall be paid upon execution of the SPA; and
· the balance 90% of the disposal consideration shall be paid by installments and at the time and in the manner as prescribed under the HDA Act. Each and every such installment payment shall be paid within 14 days commencing from the date of the notice from PASB requesting such payment
4.2 Basis of Arriving at the Consideration
The respective net consideration of the Properties was based on the selling price which was quoted to other prospective purchasers and after taking into account the discount rate applicable to employees of the group and early purchasers.
The 10% discounts to be given to the Related Parties shall be applied against the first payment due under the respective SPA.
No valuation was carried out for the Transactions as the subject parcels are still under construction.
4.3 Liabilities to be Assumed by the Related Parties
There are no liabilities to be assumed by the Related Parties arising from the Transactions.
4.4 Estimated Time Frame for Completion
Barring unforeseen circumstances, the Transactions are expected to be completed by the end of 2015.
5. UTILISATION OF PROCEEDS
The proceeds from the Transactions will be utilised within the construction period of the Hyve to meet its working capital requirements.
6. RATIONALE FOR THE TRANSACTIONS
PASB is involved in the property development. The sale of properties under its development is within its ordinary course of business.
7. EFFECTS OF THE TRANSACTIONS
7.1 Share Capital and Substantial Shareholders
The Transactions which will be satisfied entirely in cash will not have any effect on the share capital and substantial shareholders’ shareholding of the Company.
7.2 Earnings, Net Assets ("NA") and Gearing
The Transactions will not have any material effect on the earnings per share, NA and gearing of KIMLUN Group.
8. PERCENTAGE RATIOS
The highest percentage ratio applicable to the Transactions pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad computed based on the KUMLUN’s latest audited financial statements for the financial year ended 31 December 2012 are as follows:
Related Parties | |
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Yam Len Thye and Liu Meng Chian | |
Yam Ooi Thye and Yeoh Chiew Seong | |
Save as disclosed above, there is no other transaction entered into between the Related Parties with Kimlun Group during the 12 months preceding the date of this announcement.
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM
Save for Pang Tin, Pang Khang Hau, Phang Piow, Phin, Yam Tai Fong and persons connected with them who are deemed interested in the Transactions, none of the directors, major shareholders of KIMLUN and/or persons connected to them has any interest, direct or indirect, in the Transactions.
10. AUDIT COMMITTEE’S OPINION
The Audit Committee, after having considered all aspects of the Transactions, is of the opinion that the Transactions are:
(i) in the best interest of KIMLUN Group;
(ii) fair, reasonable and on normal commercial terms; and
(iii) not detrimental to the interest of the minority shareholders of KIMLUN.
11. DIRECTORS’ STATEMENT
The Board, save for Pang Tin, Pang Khang Hau, Phang Piow and Yam Tai Fong, after having considered all aspects of the Transactions, is of the opinion that the Transactions are in the best interest of the KIMLUN Group.
12. APPROVALS REQUIRED
The Transactions are not subject to the approval of the shareholders of the Company.
13. DOCUMENT FOR INSPECTION
Copies of all the sale and purchase agreements are available for inspection by members of the Company at the 1egistered office of the Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during business hours from Mondays to Fridays (except Public Holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 12 June 2013