DFZ - Interim Dividend
Announcement Type: Entitlements (Notice of Book Closure)
Submitting Merchant Bank: N/A
Company Name: DFZ CAPITAL BERHAD
Stock Name: DFZ
Date Announced: 02/09/2010
Announcement Detail:
EX-date: 17/09/2010
Entitlement date: 21/09/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Interim Dividend
Entitlement description: 5% less Income Tax of 25%
Period of interest payment: to
Financial Year End: 28/02/2011
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House, Block D13
Pusat Dagangan Dana 1
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor
Tel: 03-78418000
Payment date: 05/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 21/09/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 5
Submitting Merchant Bank: N/A
Company Name: DFZ CAPITAL BERHAD
Stock Name: DFZ
Date Announced: 02/09/2010
Announcement Detail:
EX-date: 17/09/2010
Entitlement date: 21/09/2010
Entitlement time: 05:00:00 PM
Entitlement subject: Interim Dividend
Entitlement description: 5% less Income Tax of 25%
Period of interest payment: to
Financial Year End: 28/02/2011
Share transfer book & register of members will be: to closed from (both dates inclusive) for the purpose of determining the entitlements
Registrar's name ,address, telephone no: Symphony Share Registrars Sdn Bhd
Level 6, Symphony House, Block D13
Pusat Dagangan Dana 1
Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor
Tel: 03-78418000
Payment date: 05/10/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 21/09/2010
Entitlement indicator: Percentage
Entitlement in percentage (%): 5
TENAGA - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: TENAGA NASIONAL BHD
Stock Name: TENAGA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TENAGA NASIONAL BERHAD ("TNB" OR "COMPANY")
(I) PROPOSED BONUS ISSUE OF UP TO 1,119,113,952 NEW ORDINARY SHARES OF RM1.00 EACH ("SHARES") IN TNB ("BONUS SHARES") TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SHARES HELD AT AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE"); AND
(II) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY FROM RM5,000,000,000 COMPRISING 5,000,000,000 SHARES TO RM10,000,000,000 COMPRISING 10,000,000,000 SHARES ("PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL")
(TO BE COLLECTIVELY REFERRED TO AS "PROPOSALS")
Contents: We refer to the announcement dated 26 August 2010.
On behalf of the Board of Directors of TNB ("Board"), AmInvestment Bank Berhad (a member of AmInvestment Bank Group) ("AmInvestment Bank") wishes to announce that based on TNB's audited financial statements as at 31 August 2009, TNB has share premium reserves amounting to RM5,271.5 million. Based on the unaudited financial statements of TNB as at 31 May 2010, TNB's share premium reserves stood at RM5,321.0 million.
This Announcement is dated 2 September 2010.
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Company Name: TENAGA NASIONAL BHD
Stock Name: TENAGA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TENAGA NASIONAL BERHAD ("TNB" OR "COMPANY")
(I) PROPOSED BONUS ISSUE OF UP TO 1,119,113,952 NEW ORDINARY SHARES OF RM1.00 EACH ("SHARES") IN TNB ("BONUS SHARES") TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SHARES HELD AT AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE"); AND
(II) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF THE COMPANY FROM RM5,000,000,000 COMPRISING 5,000,000,000 SHARES TO RM10,000,000,000 COMPRISING 10,000,000,000 SHARES ("PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL")
(TO BE COLLECTIVELY REFERRED TO AS "PROPOSALS")
Contents: We refer to the announcement dated 26 August 2010.
On behalf of the Board of Directors of TNB ("Board"), AmInvestment Bank Berhad (a member of AmInvestment Bank Group) ("AmInvestment Bank") wishes to announce that based on TNB's audited financial statements as at 31 August 2009, TNB has share premium reserves amounting to RM5,271.5 million. Based on the unaudited financial statements of TNB as at 31 May 2010, TNB's share premium reserves stood at RM5,321.0 million.
This Announcement is dated 2 September 2010.
BJMEDIA - NOTICE OF ANNUAL GENERAL MEETING
Announcement Type: General Announcement
Company Name: BERJAYA MEDIA BERHAD
Stock Name: BJMEDIA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: NOTICE OF ANNUAL GENERAL MEETING
Contents: Notice is hereby given that the Annual General Meeting ("AGM") of Berjaya Media Berhad will be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Monday, 27 September 2010 at 10.00 a.m. The full context of the Notice of AGM is attached herewith for your attention.
Attachments: BMedia - AGM on 27.9.2010..pdf
Company Name: BERJAYA MEDIA BERHAD
Stock Name: BJMEDIA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: NOTICE OF ANNUAL GENERAL MEETING
Contents: Notice is hereby given that the Annual General Meeting ("AGM") of Berjaya Media Berhad will be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Monday, 27 September 2010 at 10.00 a.m. The full context of the Notice of AGM is attached herewith for your attention.
Attachments: BMedia - AGM on 27.9.2010..pdf
SUNRISE - General Announcement
Announcement Type: General Announcement
Company Name: SUNRISE BERHAD
Stock Name: SUNRISE
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: Dealings by director pursuant to Paragraph 14.09 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements
Contents: Pursuant to Paragraph 14.09(a) of the Listing Requirements of Bursa Malaysia Securities Berhad, Sunrise Berhad ("Company") hereby announces that the following director of the Company has transacted dealing in the securities of the Company as set out in Table A hereunder.
Company Name: SUNRISE BERHAD
Stock Name: SUNRISE
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: Dealings by director pursuant to Paragraph 14.09 of the Bursa Malaysia Securities Berhad Main Market Listing Requirements
Contents: Pursuant to Paragraph 14.09(a) of the Listing Requirements of Bursa Malaysia Securities Berhad, Sunrise Berhad ("Company") hereby announces that the following director of the Company has transacted dealing in the securities of the Company as set out in Table A hereunder.
KENMARK - KENMARK-CONTINUED SUSPENSION
Announcement Type: Listing Circular
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 02/09/2010
Announcement Detail:
Subject: KENMARK-CONTINUED SUSPENSION
Contents: The above Company has failed to submit its quarterly financial results for financial period ended 30 June 2010 to Bursa Malaysia Securities Berhad ("Bursa Securities") for public release within the stipulated timeframe pursuant to Paragraph 9.22(1) of Bursa Securities' Main Market Listing Requirements ("LR").
Pursuant to Paragraph 9.28(5) of the LR, if a listed issuer fails to issue the outstanding financial statements within 5 market days after the expiry of the relevant timeframes stated in Paragraph 9.22 and 9.23 of the LR ("Relevant Timeframes") (the last day of the 5 market days is referred to as "Suspension Deadline"), in addition to any enforcement action that Bursa Securities may take, Bursa Securities shall suspend the trading in the securities of such listed issuer. The suspension shall be effected on the next market day after the Suspension Deadline.
In view of the above and in accordance with Paragraph 9.28(5) of the LR, a trading suspension will be imposed on the securities of the Company. However, as the Company's securities has been suspended from trading since 9 August 2010 due to the Company's failure to submit its Audited Financial Statements for financial year ended 31 March 2010 to Bursa Securities for public release within the stipulated timeframe pursuant to Paragraph 9.23(2) of Bursa Securities' LR, please be advised that the suspension of trading will continue until further notice.
Furthermore, please note that pursuant to Paragraph 9.28(6) of the LR, if a listed issuer fails to issue the outstanding financial statements within 6 months from the expiry of the relevant timeframes, in addition to any enforcement action that Bursa Securities may take; de-listing procedures shall be commenced against such listed issuer.
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 02/09/2010
Announcement Detail:
Subject: KENMARK-CONTINUED SUSPENSION
Contents: The above Company has failed to submit its quarterly financial results for financial period ended 30 June 2010 to Bursa Malaysia Securities Berhad ("Bursa Securities") for public release within the stipulated timeframe pursuant to Paragraph 9.22(1) of Bursa Securities' Main Market Listing Requirements ("LR").
Pursuant to Paragraph 9.28(5) of the LR, if a listed issuer fails to issue the outstanding financial statements within 5 market days after the expiry of the relevant timeframes stated in Paragraph 9.22 and 9.23 of the LR ("Relevant Timeframes") (the last day of the 5 market days is referred to as "Suspension Deadline"), in addition to any enforcement action that Bursa Securities may take, Bursa Securities shall suspend the trading in the securities of such listed issuer. The suspension shall be effected on the next market day after the Suspension Deadline.
In view of the above and in accordance with Paragraph 9.28(5) of the LR, a trading suspension will be imposed on the securities of the Company. However, as the Company's securities has been suspended from trading since 9 August 2010 due to the Company's failure to submit its Audited Financial Statements for financial year ended 31 March 2010 to Bursa Securities for public release within the stipulated timeframe pursuant to Paragraph 9.23(2) of Bursa Securities' LR, please be advised that the suspension of trading will continue until further notice.
Furthermore, please note that pursuant to Paragraph 9.28(6) of the LR, if a listed issuer fails to issue the outstanding financial statements within 6 months from the expiry of the relevant timeframes, in addition to any enforcement action that Bursa Securities may take; de-listing procedures shall be commenced against such listed issuer.
TAKASO - General Announcement
Announcement Type: General Announcement
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
NOTICE OF INTENTION BY DIRECTORS TO DEAL IN COMPANY'S SHARES DURING CLOSED PERIOD
Contents: The Board of Directors of TRB wishes to inform that the following Directors and also the substantial shareholders of the Company, who are currently holding the following shares in the capital of TRB, intend to deal in the securities of TRB during closed period prior to the targeted date of announcementof TRB's financial results for the fourth quarter ended 31 July, 2010.
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
NOTICE OF INTENTION BY DIRECTORS TO DEAL IN COMPANY'S SHARES DURING CLOSED PERIOD
Contents: The Board of Directors of TRB wishes to inform that the following Directors and also the substantial shareholders of the Company, who are currently holding the following shares in the capital of TRB, intend to deal in the securities of TRB during closed period prior to the targeted date of announcementof TRB's financial results for the fourth quarter ended 31 July, 2010.
TAKASO - General Announcement
Announcement Type: General Announcement
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
NOTICE OF INTENTION BY PRINCIPAL OFFICERS TO DEAL IN COMPANY'S SHARES DURING CLOSED PERIOD
Contents: The Board of Directors of TRB wishes to inform that the following principal officers and also the substantial shareholders of the Company, who are currently holding the following shares in the capital of TRB, intend to deal in the securities of TRB during closed period prior to the targeted date of announcementof TRB's financial results for the fourth quarter ended 31 July, 2010.
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
NOTICE OF INTENTION BY PRINCIPAL OFFICERS TO DEAL IN COMPANY'S SHARES DURING CLOSED PERIOD
Contents: The Board of Directors of TRB wishes to inform that the following principal officers and also the substantial shareholders of the Company, who are currently holding the following shares in the capital of TRB, intend to deal in the securities of TRB during closed period prior to the targeted date of announcementof TRB's financial results for the fourth quarter ended 31 July, 2010.
TAKASO - General Announcement
Announcement Type: General Announcement
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
SCHEDULED DATE TO RELEASE THE FOURTH QUARTER FINANCIAL RESULTS FOR THE YEAR ENDED 31 JULY 2010
Contents: The Board of Directors wishes to announce that the Fourth quarter financial results of the Company for the financial year ended 31 July, 2010 is scheduled to be released to Bursa Malaysia Securities Berhad on Monday, 27 September, 2010.
This announcement is dated 2 September, 2010
Company Name: TAKASO RESOURCES BERHAD
Stock Name: TAKASO
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: TAKASO RESOURCES BERHAD ("TRB" or "THE COMPANY")
SCHEDULED DATE TO RELEASE THE FOURTH QUARTER FINANCIAL RESULTS FOR THE YEAR ENDED 31 JULY 2010
Contents: The Board of Directors wishes to announce that the Fourth quarter financial results of the Company for the financial year ended 31 July, 2010 is scheduled to be released to Bursa Malaysia Securities Berhad on Monday, 27 September, 2010.
This announcement is dated 2 September, 2010
PERMAJU - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: PERMAJU INDUSTRIES BERHAD
Stock Name: PERMAJU
Date Announced: 02/09/2010
Announcement Detail:
Date of buy back: 02/09/2010
Description of shares purchased: Ordinary shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 1,000
Minimum price paid for each share purchased ($$): 0.360
Maximum price paid for each share purchased ($$): 0.360
Total consideration paid ($$): 401.11
Number of shares purchased retained in treasury (units): 1,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 5,444,600
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 2.78
Company Name: PERMAJU INDUSTRIES BERHAD
Stock Name: PERMAJU
Date Announced: 02/09/2010
Announcement Detail:
Date of buy back: 02/09/2010
Description of shares purchased: Ordinary shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 1,000
Minimum price paid for each share purchased ($$): 0.360
Maximum price paid for each share purchased ($$): 0.360
Total consideration paid ($$): 401.11
Number of shares purchased retained in treasury (units): 1,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 5,444,600
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 2.78
SYF - General Announcement
Announcement Type: General Announcement
Company Name: SYF RESOURCES BERHAD
Stock Name: SYF
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: SYF RESOURCES BERHAD ("SRB" or "the Company")
- Disposal of Property by SYF Trading Sdn Bhd, a Wholly-Owned Sub-subsidiary of SYF Resources Berhad
Contents: 1. INTRODUCTION
The Board of Directors of SYF Resources Berhad ("the Company" or "SRB") wishes to announce that SYF Trading Sdn Bhd ("SYFT"), a wholly-owned sub-subsidiary of SRB has on 2 September 2010 entered into the Sale and Purchase Agreement ("SPA") with Mayban Trustees Berhad ("MTB") in relation to the disposal of the property known as Parcel 459, Lot No. S.2.140B located at 2nd Level, The Summit Subang USJ and held under Strata Title Geran 43528/M1/3/459, Lot 14 in Pekan Subang Jaya, District of Petaling Jaya, State of Selangor Darul Ehsan with a total floor area measuring 37,372 square feet (referred to as "Property") for a cash consideration of RM6.8 million ("Disposal Consideration") [collectively referred to as "Property Disposal"].
The said disposal of Property was made on:-
(a) the representation and assurance given by SYFT that the monthly rental income ("Guaranteed Minimum Gross Income") to be derived from the disposal of Property and actually to be received by MTB during and for a period of one (1) year ("Guarantee Period") from the Completion Date shall be Ringgit Malaysia Sixty Eight Thousand Nine Hundred and Twenty Nine and Sen Seventy Three (RM68,929.73) only per month aggregating a sum of Ringgit Malaysia Eight Hundred and Twenty Seven Thousand One Hundred and Fifty Six and Sen Eighty (RM827,156.80) only;
(b) the execution of the relevant sets of Deed of Assignment between the SYFT and MTB ("Deed of Assignment") whereby SYFT assigns absolutely unto the MTB all SYFT's rights, remedies, benefits and whatsoever advantage under the existing tenancies between SYFT and the following existing tenants ("Existing Tenants"):-
Handi-Arts Sdn Bhd ("HASB") under which SYFT has entered into a fixed two (2) years tenancy expiring on 31 May 2011 based on a net lettable area of 19,510 sq.ft at a monthly rental of RM1.20 per sq.ft;
A.Y.A Network Berhad ("AYA") under which SYFT has entered into a periodic tenancy based on a net lettable area of 17,862 sq. ft. at a monthly rental of RM10,000.00; and
(iii) the right of MTB to retain from the Disposal Consideration a sum of RM827,156.80 to set off against any monthly shortfall arising from the difference between the Guaranteed Minimum Gross Income and the monthly rentals actually received by the MTB from Existing Tenants pursuant or failure or delay or non payment of rent by the Existing Tenants or the Property or any part of it being or becoming vacant and unoccupied due to any of the Existing Tenants termination of the existing tenancy agreements before the expiry period under the Guaranteed Period.
Simultaneously with execution of the SPA, the SYFT will cause:
(i) HASB to execute in escrow the one (1) set of Deed of Assignment that will commence or be deemed to have commenced on the Completion Date (as defined in the SPA); and
(ii) AYA to acknowledge that SYF has assigned all its rights under the periodic tenancy to MTB.
As at the date hereof, all rights, benefits and interest to the Property have been assigned by SYFT to Alliance Bank Malaysia Berhad of Menara Multi-Purpose, Capital Square, 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur as security for loans obtained by SYFT.
2. INFORMATION ON THE PROPERTY
The Property is a retail lot located on the 2nd Floor of The Summit Retail Podium, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan, which is within an integrated commercial complex known as The Summit Subang USJ.
The Summit Subang USJ complex is situated about 35 kilometres south west of Kuala Lumpur city centre and is accessible either via Jalan Syed Putra and continues onto the Federal Highway or onto the New Pantai Expressway (NPE) which eventually intersect with Persiaran Kewajipan. Alternatively, it is also accessible from the Lebuhraya Shah Alam via the Kewajipan Interchange.
The strata title ("Title") to the Property has been issued by the relevant authority and is currently held under Geran 43528/M1-A/14/548 Town of Subang Jaya. The Developer, Meda Development Sdn Bhd (Company No. 276563-A) is currently the registered proprietor of the Title and SYFT will undertake at its own costs and expense use its best endeavour to apply for a direct transfer of the Title from the Developer in favour of MTB and cause the Developer to execute a valid and registrable Memorandum of Transfer in favour of MTB ("MOT") as outlined in the terms and conditions of the SPA.
3. INFORMATION OF THE PURCHASER
MTB is the trustee for AmFIRST Real Estate Investment Trust ("AmFIRST REIT"), a collective investment scheme approved by the Securities Commission. Listed on Bursa Malaysia on 21 December 2006, AmFIRST REIT has a size of approximately 430 million units with assets valued at over RM1 billion. Its property portfolio include Menara AmBank Group and Menara AmBank, both in Kuala Lumpur, and Menara Merais in Petaling Jaya.
4. DETAILS OF THE PROPERTY DISPOSAL
Salient terms and conditions of the Property Disposal
The salient terms and conditions of the SPA in relation to the Property Disposal include, amongst others, the following:-
The total lump sum cash consideration for the Property of RM6,800,000 is payable in the following manner:-
A refundable deposit of 1% is payable as Earnest Deposit and another 9% of the Disposal Consideration is payable upon signing of the SPA. The balance of the Disposal Consideration of RM6.12 million being 90% of the Disposal Consideration shall be payable within 90 days of the fulfillment of all Conditions Precedent as stated below;
The balance of the Disposal Consideration of RM6.12 million shall be paid within ninety (90) days from the unconditional date of the SPA ("the Completion Period") by MTB to MTB's solicitors named in the SPA, to be held as stakeholders; and
MTB is entitled to a further extension of 30 days to pay the balance of the Disposal Price but this extension of time is subject to interest at a rate of 8% per annum calculated on a daily basis (the "Extended Completion Period").
Conditions Precedent
Completion of the SPA is conditional upon the occurrence of the following events within 60 days from the date of the SPA subject to an extension of a further 30 days:
(a) SYFT executing in escrow and depositing with MTB's solicitors as stakeholders the Deed of Assignment.
(b) SYFT procuring and securing, at its own costs and expenses, a written consent from the Developer to directly transfer the Title from the Developer to MTB (hereinafter called the "Direct Transfer") and the Developer's execution of the MOT and thereafter delivery thereof together with original of the Title to MTB's solicitors as stakeholders;
(c) SYFT's due observance and performance to the satisfaction of the Developer all conditions imposed by the Developer in executing and releasing the MOT, the original Title and all other documents to MTB's solicitors, conditions of which may include without limitation to its and Joint Management Body of The Summit Subang USJ ("JMB") receipt of full settlement of all the Developer's administration fee payable, full settlement of current and arrears of service charges due and owing to the JMB, contribution towards sinking fund and insurance premium contributions and all outgoings, including without limitation, sewerage charges (if any) payable in respect of the Property;
(d) the JMB's written confirmation on, amongst others, the time of receipt of arrears of service charges;
(e) SYFT's procurement:
(i) from HASB & AYA, a written confirmation that the Tenancy Agreement and periodic tenancy governing the tenancy made in favour of HASB and AYA have been varied to the extent that all rent shall be payable to MTB on Completion Date; and
(ii) from the JMB, a written confirmation from the JMB that it is aware of and acquiesces to the variation of the Tenancy Agreements mentioned above.
(f) SYFT's issuance of the relevant notices of assignment and thereafter delivery thereof to MTB's solicitors as stakeholders, who are authorised to serve the notices of assignment to the Existing Tenants on Completion Date;
(g) MTB's satisfaction of the results of the due diligence review carried out on the Property and SYF; and
(h) MTB's solicitors' receipt from SYF and satisfaction of the sets of the Deed of Assignments and all corporate documents evidencing the corporate approvals, including shareholders' approval, relating to the Property Disposal, the assignment of tenancy over the Property;
Basis of the Disposal Consideration for the Property
The Disposal Consideration is based on a willing buyer-willing seller basis.
5. RATIONALE
As a non-core asset which does not generate surplus income, the Property Disposal will enable the Group to substantially reduce borrowing cost. The Property Disposal will not otherwise affect the operations of the Group's activities.
6. APPLICATION OF SALE PROCEEDS
The sale proceeds will be fully utilized to repay the existing borrowings from Alliance Bank Malaysia Berhad
7. FINANCIAL EFFECTS
(a) As at the last financial year end of 31July 2009, the property had been written down to its net book value of RM6.4 million from the original cost of investment of RM17,998,695/- when it was acquired in 1998. Based on existing rental income, the shortfall in meeting the Guaranteed Minimum Gross Income amounts to an estimated RM426,000/- for the twelve months following the Completion Date.
Arising from the above, the disposal consideration is estimated to result in a loss of RM26,000/- which will be provided for in the financial year ended 31 July 2010.
(b) As the sale proceeds will be utilized to repay borrowings, SRB's borrowings will be reduced by RM6.8 million which will result in an estimated interest saving of RM429,000/- per annum upon receipt of the said proceeds.
(c) Apart from the above, there are no other financial effects on the gearing, earnings and share capital of the SRB Group.
8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS OR PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders or persons connected with them has any interest, direct or indirect, in the Property Disposal.
9. APPROVAL REQUIRED
SRB does not require the approval of its shareholders or any regulatory authority to dispose of the said property.
10. STATEMENT BY THE BOARD OF DIRECTORS
Having considered all aspects of the Property Disposal, the Board of Directors of SRB is of the view that the Property Disposal is in the best interest of the Group.
11. ESTIMATED TIME FRAME
The agreement provides for a period of five months for completion from the date of Agreement.
This announcement is dated 2 September 2010.
Company Name: SYF RESOURCES BERHAD
Stock Name: SYF
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: SYF RESOURCES BERHAD ("SRB" or "the Company")
- Disposal of Property by SYF Trading Sdn Bhd, a Wholly-Owned Sub-subsidiary of SYF Resources Berhad
Contents: 1. INTRODUCTION
The Board of Directors of SYF Resources Berhad ("the Company" or "SRB") wishes to announce that SYF Trading Sdn Bhd ("SYFT"), a wholly-owned sub-subsidiary of SRB has on 2 September 2010 entered into the Sale and Purchase Agreement ("SPA") with Mayban Trustees Berhad ("MTB") in relation to the disposal of the property known as Parcel 459, Lot No. S.2.140B located at 2nd Level, The Summit Subang USJ and held under Strata Title Geran 43528/M1/3/459, Lot 14 in Pekan Subang Jaya, District of Petaling Jaya, State of Selangor Darul Ehsan with a total floor area measuring 37,372 square feet (referred to as "Property") for a cash consideration of RM6.8 million ("Disposal Consideration") [collectively referred to as "Property Disposal"].
The said disposal of Property was made on:-
(a) the representation and assurance given by SYFT that the monthly rental income ("Guaranteed Minimum Gross Income") to be derived from the disposal of Property and actually to be received by MTB during and for a period of one (1) year ("Guarantee Period") from the Completion Date shall be Ringgit Malaysia Sixty Eight Thousand Nine Hundred and Twenty Nine and Sen Seventy Three (RM68,929.73) only per month aggregating a sum of Ringgit Malaysia Eight Hundred and Twenty Seven Thousand One Hundred and Fifty Six and Sen Eighty (RM827,156.80) only;
(b) the execution of the relevant sets of Deed of Assignment between the SYFT and MTB ("Deed of Assignment") whereby SYFT assigns absolutely unto the MTB all SYFT's rights, remedies, benefits and whatsoever advantage under the existing tenancies between SYFT and the following existing tenants ("Existing Tenants"):-
Handi-Arts Sdn Bhd ("HASB") under which SYFT has entered into a fixed two (2) years tenancy expiring on 31 May 2011 based on a net lettable area of 19,510 sq.ft at a monthly rental of RM1.20 per sq.ft;
A.Y.A Network Berhad ("AYA") under which SYFT has entered into a periodic tenancy based on a net lettable area of 17,862 sq. ft. at a monthly rental of RM10,000.00; and
(iii) the right of MTB to retain from the Disposal Consideration a sum of RM827,156.80 to set off against any monthly shortfall arising from the difference between the Guaranteed Minimum Gross Income and the monthly rentals actually received by the MTB from Existing Tenants pursuant or failure or delay or non payment of rent by the Existing Tenants or the Property or any part of it being or becoming vacant and unoccupied due to any of the Existing Tenants termination of the existing tenancy agreements before the expiry period under the Guaranteed Period.
Simultaneously with execution of the SPA, the SYFT will cause:
(i) HASB to execute in escrow the one (1) set of Deed of Assignment that will commence or be deemed to have commenced on the Completion Date (as defined in the SPA); and
(ii) AYA to acknowledge that SYF has assigned all its rights under the periodic tenancy to MTB.
As at the date hereof, all rights, benefits and interest to the Property have been assigned by SYFT to Alliance Bank Malaysia Berhad of Menara Multi-Purpose, Capital Square, 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur as security for loans obtained by SYFT.
2. INFORMATION ON THE PROPERTY
The Property is a retail lot located on the 2nd Floor of The Summit Retail Podium, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan, which is within an integrated commercial complex known as The Summit Subang USJ.
The Summit Subang USJ complex is situated about 35 kilometres south west of Kuala Lumpur city centre and is accessible either via Jalan Syed Putra and continues onto the Federal Highway or onto the New Pantai Expressway (NPE) which eventually intersect with Persiaran Kewajipan. Alternatively, it is also accessible from the Lebuhraya Shah Alam via the Kewajipan Interchange.
The strata title ("Title") to the Property has been issued by the relevant authority and is currently held under Geran 43528/M1-A/14/548 Town of Subang Jaya. The Developer, Meda Development Sdn Bhd (Company No. 276563-A) is currently the registered proprietor of the Title and SYFT will undertake at its own costs and expense use its best endeavour to apply for a direct transfer of the Title from the Developer in favour of MTB and cause the Developer to execute a valid and registrable Memorandum of Transfer in favour of MTB ("MOT") as outlined in the terms and conditions of the SPA.
3. INFORMATION OF THE PURCHASER
MTB is the trustee for AmFIRST Real Estate Investment Trust ("AmFIRST REIT"), a collective investment scheme approved by the Securities Commission. Listed on Bursa Malaysia on 21 December 2006, AmFIRST REIT has a size of approximately 430 million units with assets valued at over RM1 billion. Its property portfolio include Menara AmBank Group and Menara AmBank, both in Kuala Lumpur, and Menara Merais in Petaling Jaya.
4. DETAILS OF THE PROPERTY DISPOSAL
Salient terms and conditions of the Property Disposal
The salient terms and conditions of the SPA in relation to the Property Disposal include, amongst others, the following:-
The total lump sum cash consideration for the Property of RM6,800,000 is payable in the following manner:-
A refundable deposit of 1% is payable as Earnest Deposit and another 9% of the Disposal Consideration is payable upon signing of the SPA. The balance of the Disposal Consideration of RM6.12 million being 90% of the Disposal Consideration shall be payable within 90 days of the fulfillment of all Conditions Precedent as stated below;
The balance of the Disposal Consideration of RM6.12 million shall be paid within ninety (90) days from the unconditional date of the SPA ("the Completion Period") by MTB to MTB's solicitors named in the SPA, to be held as stakeholders; and
MTB is entitled to a further extension of 30 days to pay the balance of the Disposal Price but this extension of time is subject to interest at a rate of 8% per annum calculated on a daily basis (the "Extended Completion Period").
Conditions Precedent
Completion of the SPA is conditional upon the occurrence of the following events within 60 days from the date of the SPA subject to an extension of a further 30 days:
(a) SYFT executing in escrow and depositing with MTB's solicitors as stakeholders the Deed of Assignment.
(b) SYFT procuring and securing, at its own costs and expenses, a written consent from the Developer to directly transfer the Title from the Developer to MTB (hereinafter called the "Direct Transfer") and the Developer's execution of the MOT and thereafter delivery thereof together with original of the Title to MTB's solicitors as stakeholders;
(c) SYFT's due observance and performance to the satisfaction of the Developer all conditions imposed by the Developer in executing and releasing the MOT, the original Title and all other documents to MTB's solicitors, conditions of which may include without limitation to its and Joint Management Body of The Summit Subang USJ ("JMB") receipt of full settlement of all the Developer's administration fee payable, full settlement of current and arrears of service charges due and owing to the JMB, contribution towards sinking fund and insurance premium contributions and all outgoings, including without limitation, sewerage charges (if any) payable in respect of the Property;
(d) the JMB's written confirmation on, amongst others, the time of receipt of arrears of service charges;
(e) SYFT's procurement:
(i) from HASB & AYA, a written confirmation that the Tenancy Agreement and periodic tenancy governing the tenancy made in favour of HASB and AYA have been varied to the extent that all rent shall be payable to MTB on Completion Date; and
(ii) from the JMB, a written confirmation from the JMB that it is aware of and acquiesces to the variation of the Tenancy Agreements mentioned above.
(f) SYFT's issuance of the relevant notices of assignment and thereafter delivery thereof to MTB's solicitors as stakeholders, who are authorised to serve the notices of assignment to the Existing Tenants on Completion Date;
(g) MTB's satisfaction of the results of the due diligence review carried out on the Property and SYF; and
(h) MTB's solicitors' receipt from SYF and satisfaction of the sets of the Deed of Assignments and all corporate documents evidencing the corporate approvals, including shareholders' approval, relating to the Property Disposal, the assignment of tenancy over the Property;
Basis of the Disposal Consideration for the Property
The Disposal Consideration is based on a willing buyer-willing seller basis.
5. RATIONALE
As a non-core asset which does not generate surplus income, the Property Disposal will enable the Group to substantially reduce borrowing cost. The Property Disposal will not otherwise affect the operations of the Group's activities.
6. APPLICATION OF SALE PROCEEDS
The sale proceeds will be fully utilized to repay the existing borrowings from Alliance Bank Malaysia Berhad
7. FINANCIAL EFFECTS
(a) As at the last financial year end of 31July 2009, the property had been written down to its net book value of RM6.4 million from the original cost of investment of RM17,998,695/- when it was acquired in 1998. Based on existing rental income, the shortfall in meeting the Guaranteed Minimum Gross Income amounts to an estimated RM426,000/- for the twelve months following the Completion Date.
Arising from the above, the disposal consideration is estimated to result in a loss of RM26,000/- which will be provided for in the financial year ended 31 July 2010.
(b) As the sale proceeds will be utilized to repay borrowings, SRB's borrowings will be reduced by RM6.8 million which will result in an estimated interest saving of RM429,000/- per annum upon receipt of the said proceeds.
(c) Apart from the above, there are no other financial effects on the gearing, earnings and share capital of the SRB Group.
8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS OR PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders or persons connected with them has any interest, direct or indirect, in the Property Disposal.
9. APPROVAL REQUIRED
SRB does not require the approval of its shareholders or any regulatory authority to dispose of the said property.
10. STATEMENT BY THE BOARD OF DIRECTORS
Having considered all aspects of the Property Disposal, the Board of Directors of SRB is of the view that the Property Disposal is in the best interest of the Group.
11. ESTIMATED TIME FRAME
The agreement provides for a period of five months for completion from the date of Agreement.
This announcement is dated 2 September 2010.
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