1.
INTRODUCTION
The Board of Directors of AEON (“Board”) is
pleased to announce that the Company has on 26 December 2014 entered into a Sale
and Purchase Agreement (“SPA”) with Ireka
Engineering & Construction Sdn. Bhd. (Company No. 381566-U) having its
registered office at Level 18, Wisma Mont’ Kiara, No 1, Jalan Kiara, Mont’
Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan (“Vendor”) in respect of the
acquisition of a part of freehold land held under H.S.(D) 64701, Lot PT 10334, Pekan Senawang, Daerah Seremban, Negeri
Sembilan measuring approximately 84,498.36 square meters or 20.88 acres (“Sale Property”) at a purchase price of Ringgit Malaysia Fifty Three Million Six
Hundred and Sixty Two Thousand Four Hundred Thirty Five and Sen Twenty
(RM53,662,435.20) Only (“Purchase Price”) for the purpose of contructing and operating a shopping centre
with car parks and departmental stores cum supermarket (“Complex”) in accordance with all the terms and
conditions as stipulated in the SPA (“Acquisition”).
2.
THE ACQUISITION
2.1
Information on the Sale Property
(a) Ong Poh Lan (NRIC No. 350702-04-5028) (“Land
Owner”) is the registered land owner of the freehold land held under H.S.(D)
64701, Lot PT 10334, Pekan Senawang, Daerah Seremban, Negeri Sembilan measuring
approximately 215,500 square meters or 2,319,642 square feet or 53.25
acres (“Development Land”).
(b) The Vendor has entered into an agreement to
acquire part of the Development Land from the Land Owner measuring
approximately 84,498.36 square meters or 909,532.8 square feet or
20.88 acres (“Shopping Centre Land”) via a Sale and Purchase Agreement
entered into between the Land Owner and the Vendor dated 26th December 2014.
(c) The Vendor shall, at its own cost and
expense, apply for and obtain the necessary approval from the relevant authorities
for the surrender, subdivision and re-alienation of the Development Land (“Surrender
and Re-alienation”) in accordance with the master layout including
amendments thereto as may be approved by the relevant authorities from time to
time (“Master Layout Plan”) and procure the issuance of a separate
document of title measuring approximately 84,498.36 square meters or 909,532.8
square feet or 20.88 acres with the land use of “building” or its
equivalent with an express condition of “Commercial Building – Shopping Centre”
or other appropriate description as approved by the relevant authorities to
allow the construction and operation of the Complex on the Shopping Centre
Land.
(d) The Vendor is
desirous of selling the Shopping
Centre Land, subject to the final survey measurement of the size of the
Shopping Centre Land which shall exclude the external perimeter drains outside
the new boundary of the Shopping Centre Land and to be stated in the new
separate document of freehold title after the Surrender and Re-alienation to the Company, and
the Company is desirous of purchasing the Shopping Centre Land.
(e) The Vendor and the
Company have mutually agreed to enter into a SPA for the purpose of the sale of the Shopping Centre Land to the Company
free from all encumbrances, caveats, liens and other restraints with vacant
possession but otherwise subject to all the conditions whether express or
implied and restrictions-in-interest endorsed on the separate document of title
upon issuance of the same and upon the terms and conditions stipulated in the
SPA.
(f) The Vendor and the Company have
also agreed concurrent with the execution of the SPA enter into a Construction
Agreement (“Construction
Agreement”), for the purpose of appointing
the Vendor, at the Company’s costs and expenses, to construct a Complex on the Shopping Centre Land. The construction of the Complex
shall be in accordance with the terms and conditions of the Construction
Agreement.
2.2 Basis of arriving at the purchase consideration
The purchase consideration for the Acquisition
amounting to Ringgit Malaysia Fifty Three Million Six Hundred and Sixty
Two Thousand Four Hundred And Thirty Five and Sen Twenty (RM53,662,435.20 ) Only (“Purchase
Price”) is arrived at a rate of Ringgit Malaysia Fifty Nine (RM59.00)
Only per square foot based on an estimated total area of 84,498.36 square meters or 909,532.8 square feet or 20.88 acres of the Sale Property which was
arrived on a “willing-buyer willing-seller basis in an arm’s-length transaction
after taking into consideration the potential development of the Sale Property,
the costs of infrastructure works, roadworks and earthworks, the range of
market values for similar lands in the vicinity and the valuation carried out
by the Company’s valuer, Henry& Butcher Malaysia (NS) Sdn Bhd on 4th
March 2013 which adopted the Comparison Method. The company is not able to
disclose the net book value of the Sale Property as the said net book value is
not made to known to the Company. The Acquisition will be fully satisfied by
cash and finances through the Company’s internal generated funds.
2.3 Assumption
of liabilities including contingent liabilities and guarantees
The
Company will not be assuming any liabilities including contingent liabilities
and guarantees pursuant to the Acquisition.
2.4 Salient terms and conditions of SPA
The
salient terms and conditions of the SPA among others are as follows:-
2.4.1
The Sale and Purchase of the Shopping
Centre Land shall be subject to and conditional upon the fulfillment of the
following conditions precedent (“Conditions
Precedent”) within fifteen (15) months
from the date of SPA (“Conditional
Period”) and shall be automatically renewed for another three (3) months upon expiry of the
Conditional Period (“Renewed Period”) or such other extended date as may be mutually agreed by the parties:-
(a) The
Vendor shall, at its own cost and expense, procure the execution of the Memorandum of Transfer (“MOT”) from the
Landowner for the transfer of the Shopping Centre Land to the Company;
(b) The
Vendor shall, at its own cost and expense, obtain the approval from the relevant
authorities for the surrender and re-alienation of the Development Land for the
purposes of the issuance of a separate document of freehold title of the
Shopping Centre Land with the land use of “building” or its equivalent with an
express condition of “Commercial Building – Shopping Centre” or other
appropriate description as approved by the relevant authorities to allow the
construction and operation of the Complex;
(c) The
Vendor shall, at its own cost and expense, obtain the Master Planning Approval
from the relevant authorities for the development of the Complex on the
Shopping Centre Land and Infrastructure to be erected on the Shopping Centre
Land (“Master Planning Approval”);
(d) The
Vendor shall, at its own cost and expense, obtain the Planning Approval/
Development Order Approval (“Kebenaran
Merancang”) for the development of the Complex and all the external
Infrastructure to be erected outside of the boundary of the Shopping Centre
Land including the ingress and egress points to and from the Shopping Centre
Land, road upgrading, installation and commissioning of the traffic light
junctions and traffic circulation (“Planning Approval/Development Order”);
(e) The
Vendor shall, at its own cost and expense, obtain the necessary approvals from
the relevant authorities for the construction of the roadworks, ingress and egress points and traffic light junctions ("Roadworks");
(f) The
Vendor shall, at its own cost and expense, obtain the approvals from the relevant
authorities of the earthwork and Infrastructure and Roadworks of the Shopping
Centre Land (“Earthwork Approval and Infrastructure Approval”);
(g) The
Vendor shall, at its own cost and expense, obtain the approval from the relevant
authorities for the transfer of the Shopping Centre Land to the Company, if
applicable (“State Authority’s Approval”);
(h) The
Company shall, at its own cost and expense, obtain the approval for the
Building Plan Approval from the relevant authorities for the construction of
the Complex based on the Company’s building specifications and design (“Building
Plan Approval”);
(i) The Company
shall, at its own cost and expense, apply for and obtain the approval of the
Economic Planning Unit, Prime Minister Department for the acquisition of the
Shopping Centre Land in accordance with the terms of the SPA (“EPU Approval”);
(j) The
Company shall, at its own cost and expense, obtain the approval of the
Distributive Trade Committee of the Ministry of Domestic Trade, Cooperative and
Consumerism for the operation of the Complex as a departmental store cum
supermarket on the Shopping Centre Land (“DTC Approval”);
(k) The
Company shall, at its own costs and expenses, apply for and obtain the approval
of the State Authority for the acquisition of the Shopping Centre Land in
accordance with the terms of the SPA under Section 433(B) of the National Land
Code 1965 (“State Authority 433B Transfer Approval”);
(l) The
Vendor is an effective 100% owned company of Ireka Corporation Berhad (Company
No.25882-A) (“Parent Company”). The
Vendor’s Parent Company shall obtain the approval of its shareholders at an
extraordinary general meeting within four (4) months upon execution of this
Agreement to enable the Vendor to enter into and complete the SPA pursuant to
the terms hereto.
2.4.2 The
Company shall pay the Purchase Price in the following manners, which the events
referred to hereunder are not set out in
chronological order and may be fulfilled in any order or manner:-
(a) The Company
has, prior to the date of the SPA, paid to the stakeholders, the sum of Ringgit
Malaysia Five Hundred and Thirty Six Thousand Six Hundred and Twenty Four and Sen Thirty Five (RM536,624.35 ) Only being
a sum equivalent to one percent (1%)of the Purchase Price (“Earnest
Deposit”), upon the Company’s Management Committee in Japan and the Company’s
Board of Directors’ approval having been obtained;
(b) The Company
shall pay to the stakeholders the sum of Ringgit Malaysia Four Million
Eight Hundred and Twenty Nine Thousand
Six Hundred and Nineteen and Sen
Seventeen (RM4,829,619.17 ) Only
being a sum equivalent to nine percent (9%) of the Purchase Price upon
the execution of the SPA as the balance deposit (“Balance Deposit”). The
Earnest Deposit and Balance Deposit shall hereinafter collectively be referred
to as the “Deposit” and shall form part of the Purchase Price;
(c) The Company shall pay to the stakeholders
the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six Thousand Two Hundred and Fourty Three And Sen Fifty Two (RM5,366,243.52)
Only being a sum equivalent to ten percent (10%) of the Purchase
Price (“First Payment”) not later than fourteen (14) days from
the date of the Company’s written notice to the Vendor that the DTC Approval
and the EPU Approval have been duly granted by the relevant authorities,
whichever is later;
(d) The Company shall pay to the stakeholders
the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six
Thousand Two Hundred and Fourty Three And Sen Fifty Two (RM 5,366,243.52 ) Only being a sum
equivalent to ten percent (10%) of the Purchase Price (“Second
Payment”) not later than fourteen (14) days from the date of the Company’s
receipt of the written notice from the Vendor that the Planning
Approval/Development Order has been duly granted by the relevant authorities;
(e) The Company shall pay to the stakeholders
the sum of Ringgit Malaysia Ten Million Seven Hundred and Thirty Two Thousand Four Hundred and Eighty Seven and Sen Four (RM10,732,487.04 ) Only being
a sum equivalent to twenty percent (20%) of the Purchase Price (“Third
Payment”) not later than fourteen (14) days from the date of the Company’s
written notice to the Vendor that the Building Plan Approval has been duly
granted by the relevant authorities;
(f) The Company shall pay to the stakeholders
the sum of Ringgit Malaysia Five Million Three Hundred and Sixty Six
Thousand Two Hundred Forty Three And Sen Fifty Two(RM 5,366,243.52 )
Only being a sum equivalent to ten percent (10%) of the Purchase
Price (“Fourth Payment”) not later than fourteen (14) days from
the date of the Company’s receipt of the written notice from the Vendor that
the Earthwork Approval has been duly granted by the relevant authorities;
(g) The Company shall pay to the stakeholders
the sum of Ringgit Malaysia Ten Million Seven Hundred and Thirty Two
Thousand Four Hundred and Eighty Seven and Sen Four (RM 10,732,487.04 ) Only being
a sum equivalent to twenty percent (20%) of the Purchase Price (“Fifth
Payment”) not later than fourteen (14) days from the date of the Company’s
written notice to the Vendor that the State Authority 433B Transfer Approval
has been duly approved by the relevant authorities or from the date of the Company’
receipt of the written notice from the Vendor that the State Authority’s Approval
for the sale of land has been duly obtained (if applicable), whichever is
later;
(h) The Company shall pay to the stakeholders
the sum Ringgit Malaysia Ten Million Seven Hundred and Thirty Two Thousand
Four Hundred and Eighty Seven and Sen Four (RM10,732,487.04 ) Only being a
sum equivalent to twenty percent (20%) of the Purchase Price ( “Final
Payment”) two (2) months after the SPA become unconditional on the
date on which the last of the Conditions Precedent has been duly fulfilled or
waived, as the case may be.
2.4.3 In the event that the size of the area of
Shopping Centre Land as shown in the final issue document of title of the
Shopping Centre Land is less than or more than estimated size, the Purchase
Price shall be recomputed based on Ringgit Malaysia Fifty Nine (RM59.00) Only
per square foot pursuant to the terms of the SPA.
2.5 Background
Information on the Vendor
The Vendor is a private limited company incorporated in
Malaysia having its registered office at Level 18, Wisma Mont’ Kiara, No 1,
Jalan Kiara, Mont’ Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan. The present
authorised share capital of the Vendor is RM100,000,000.00 divided into 100,000,000
ordinary shares of RM1.00 each, of 70,000,000 ordinary shares have been issued
and fully paid-up. The nature of business of the Vendor is relating to civil,
structural and building construction, earthworks and renting of construction
plant and machinery.
2.6 Completion Date
(a) The completion of the SPA of the
Shopping Centre Land hereunder shall take place on the day the transfer documents
are presented or caused to be presented for registration at the relevant land
office/registry (“Completion Date”) and in the event the Company has not
presented or caused to be presented the transfer documents for registration at
the relevant land office/registry by the expiry of fourteen (14) day from the
date of its receipts of the transfer documents specified below (“Presentation Period”) for any reason whatsoever, by the last day of
the Presentation Period shall be deemed the Completion Date.
(b) The transfer documents shall consist of
the followings:-
(i) The issue document of title of the Shopping
Centre Land with the name of the Land Owner, duly endorsed as the registered
owner;
(ii) The current quit rent and assessment
receipt for the Shopping Centre Land; and
(iii) Such
other documents of the land Owner and/or the Vendor (if any) required by the
relevant land office/registry, to effect the registration of the Shopping Centre Land
in favour of the Company free from encumbrances.
(The aforesaid documents shall be hereinafter be
collectively referred to as the “Transfer Documents”).
(c) The
Company shall notify the Vendor of the presentation of the Transfer Documents
for registration at the relevant land office/registry as soon as practicable
but no later than three (3) days from the date of the actual
presentation.
3. RATIONALE FOR THE ACQUISITION INCLUDING ANY BENEFIT WHICH IS EXPECTED TO
ACCRUE
The Acquisition is in line with AEON’s corporate strategy of accelerating the
expansion of its retail business through opening of new shopping centres and
outlets.
4. FINANCIAL EFFECTS OF THE ACQUISITION
The Acquisition is not expected to have any material impact on the earnings per
share, net assets per share and gearing of the Company. There will be no change
in the share capital and substantial shareholders’ shareholding of the Company.
5. PROSPECT
The Acquisition is part of the Company’s expansion plan for opening new mall and
outlets in strategic locations for the convenience of customers. The
Acquisition is expected to contribute positively to future earnings and net
assets of the Company.
6. APPROVALS REQUIRED AND ESTIMATED TIMEFRAME
The Acquisition is not subject to approval of the shareholders of AEON. Barring
any unforeseen circumstances, the approvals required from the relevant
authorities are disclosed in Item 2.4 above and expected to be obtained within
fifteen (15) months from the date of the SPA or such other extended date as may be
mutually agreed by the parties.
7. DIRECTORS’AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of AEON and/or persons
connected to them has any interest, direct or indirect, in relation to the
Acquisition.
8. DIRECTORS’RECOMMENDATIONS
The Board having considered all aspects of the Acquisition is of the opinion
that the Acquisition is in the best interests of AEON.
9. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the SPA executed on 26 December 2014 and the valuation report by Henry & Butcher Malaysia (NS) Sdn Bhd dated 4th March 2013 is
available for inspection at the registered office of AEON at 3rd Floor,
AEON Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100
Kuala Lumpur during normal office hours from Monday to Friday (except public
holidays) for a period of three (3) months from the date of this announcement.
This is a voluntary announcement made under Paragraph 10.05(2) of the Main
Market Listing Requirements of Bursa Malaysia Securities Berhad.
This announcement is dated 26 December 2014.
