Proposed Acquisition Of Assets
General Announcement
Reference No JT-990928-51423 |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
28/09/1999 |
|
 |
|
| Type |
: |
Announcement |
| Subject |
: |
PROPOSED ACQUISITION OF ASSETS |
Contents :
The Board of Directors of Jaya Tiasa Holding Berhad ("JTH" or "the Company") is pleased to announce that the Company has on 27 September 1999 entered into a conditionalSale and Purchase Agreement ("SPA") to acquire the assets ("Assets") as detailed below from Suria Permata Sdn Bhd (Company No. 183557A) ("SPSB" or "the Vendor"), for a total cash purchase consideration of RM10,150,000 ("Purchase Consideration) ["Proposed Acquisition"].
1. DETAILS OF ASSETS
The Assets comprise 13 units of 4-storey shop lots constructed on leasehold land situated at Upper Lanang Road, Sibu, Sarawak details of which are set out in Table 1 below.
The estimated total floor space of the Assets is approximately 88,000 sq. ft. (8,175 sq. m.).
The leasehold land on which the above shop lots are being constructed was acquired between March 1994 and October 1995. The total cost of the Assets to the Vendor is estimated at RM10,062,000.
2. DETAILS OF VENDOR
SPSB is a company incorporated in Malaysia with an authorised capital of RM5,000,000 and paid-up capital of RM4,000,000. It is principally involved in the business of property investment and development.
2.1 Director of SPSB
Lee Sim Meng
Margaret Teng Luen Chou
Tan Sri Datuk Tiong Hiew King
Y. B. Tiong Thai King
2.2 Shareholders of SPSBPercentage of
paid-up capital
Rimbunan Hijau Holdings Sdn Bhd 49%
Stable Plantation Sdn Bhd 30%
Tiong Toh Siong Realty Sdn Bhd 21%
----------
100%
======
3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Purchase Consideration for the Proposed Acquisition was based on the current selling prices offered to the public for other shop lots of similar sizes within the same project developed by the SPSB. As the Purchase Consideration reflects the current market selling prices of the Assets, no valuation report has been prepared.
4. TERMS OF SPA
Pursuant to the terms and condition of the SPA, JTH has paid 10% of the Purchase Consideration to the Vendor as deposit upon signing of the SPA. The remaining portion of the Purchase Consideration will be paid in accordance with the percentage of completion of the shop lots based on the Vendor's architect certificate, subject to the retention of 5% pending the issuance of Occupation Permit and another 5% pending the issuance of individual title to the shop-lots.
The Assets are to be acquired free from all liens, charges and encumbrances whatsoever and with all rights and benefits attached thereto.
The SPA is available for inspection at the Registered Office of the Company at 11, Mission Road, 96000 Sibu, Sarawak during office hour from Mondays to Fridays (except public holidays) for a period of 14 days from the date of this announcement.
5. SOURCE OF FUNDS
The Proposed Acquisition will be financed using internally generated funds of the JTH Group.
6. RATIONALE FOR THE PROPOSED ACQUISITION
At present, the Group houses it main administrative office on several rented premises in different locations. In view of the Group's expanded business activities over the last two years including the forest operations arising from the acquisition of timber concessions and the implementation of an Enterprise Resource Planning (ERP) system, there is a need for additional office space to accommodate its requirement.
The Proposed Acquisition will enable the JTH Group to use the Assets as a centralised administrative head office in a permanent location. As the Assets are located within the same vicinity, it is expected to have administrative as well as logistic benefits to the JTH Group. Based on the current requirement, the Group is expected to occupy an estimated floor space of 80,000 sq. ft. (7,432 sq. m.) or approximately 91% of the total floor space of the Assets. The Group is expected to utilise the remaining floor space in the near future.
7. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
The Proposed Acquisition is not expected to have any material effect to the earnings and net tangible assets of the JTH Group. The Proposed Acquisition has no effect on the share capital and shareholding structure of the Company.
8. APPROVALS REQUIRED
The Proposed Acquisition is subject to the approval of the Foreign Investment Committee.
9. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
Tan Sri Datuk Tiong Hiew King and Y.B. Tiong Thai King, both former directors of JTH within the past twelve (12) months, are directors of SPSB.
Tiong Chiong Hoo, Dr Tiong Ik King, Tiong Choon and Tiong Chiong Hee are directors of JTH. Tiong Chiong Hoo is the son whilst Tiong Choon is the daughter of Tan Sri Datuk Tiong Hiew King. Tiong Chiong Hee is the son of Y.B. Tiong Thai King. Dr Tiong Ik King and Y.B. Tiong Thai King, are brothers of Tan Sri Datuk Tiong Hiew King.
Both Tiong Toh Siong Realty Sdn Bhd and Rimbunan Hijau Holdings Sdn Bhd have interest in SPSB.
Tiong Toh Siong Holdings Sdn Bhd, Teck Sing Lik Enterprise Sdn Bhd and Tan Sri Datuk Tiong Hiew King are substantial shareholders of the JTH. Tan Sri Datuk Tiong Hiew King has a direct interest in Teck Sing Lik Enterprise Sdn Bhd, which in turn has a direct interest in Tiong Toh Siong Holdings Sdn Bhd. Tiong Toh Siong Realty Sdn Bhd is a wholly-owned subsidiary of Tiong Toh Siong Holdings Sdn Bhd. Both Tan Sri Datuk Tiong Hiew King and Teck Sing Lik Enterprise Sdn Bhd have interest in Rimbunan Hijau Holdings Sdn Bhd.
The abovementioned past and present directors, substantial shareholders and persons connected to them, are therefore deemed interested in the Proposed Acquisition. Accordingly, Tiong Chiong Hoo, Dr Tiong Ik King, Tiong Choon and Tiong Chiong Hee have abstained from voting at the Board meeting on the Proposed Acquisition.
10. STATEMENT BY DIRECTORS
The Board of Directors is of the opinion that the Proposed Acquisition is in the best interests of the JTH Group.
Table 1
|
Lot No.
|
Type
|
Land Area
(sq. m.)
|
Expiry date
|
Purchase Price (RM)
|
Complet-ion stage
|
Expected completion
|
|
1
|
120
|
Intermediate |
147.5
|
30.9.2055
|
680,000
|
60%
|
Oct 2000
|
|
2
|
121
|
Intermediate |
147.5
|
30.9.2055
|
680,000
|
60%
|
Oct 2000
|
|
3
|
122
|
Intermediate |
206.4
|
30.9.2055
|
950,000
|
60%
|
Oct 2000
|
|
4
|
123
|
Corner |
370.3
|
30.9.2055
|
1,710,000
|
60%
|
Oct 2000
|
|
5
|
124
|
Corner |
178.3
|
16.3.2055
|
790,000
|
90%
|
April 2000
|
|
6
|
125
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
7
|
126
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
8
|
127
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
9
|
128
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
10
|
129
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
11
|
130
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
12
|
131
|
Intermediate |
147.5
|
16.3.2055
|
650,000
|
90%
|
April 2000
|
|
13
|
132
|
Corner |
178.3
|
16.3.2055
|
790,000
|
90%
|
April 2000
|
|
|
|
|
|
10,150,000
|
|
|
