SUNCITY - General Announcement
Announcement Type: General Announcement
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY") - PROPOSED ACQUISITION BY SUNCITY OF 45% EQUITY INTEREST IN SUNWAY LAGOON SDN BHD, A 51% OWNED SUBSIDIARY OF SUNCITY
Contents: 1. INTRODUCTION
Pursuant to Chapter 10, Paragraph 10.06 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of SunCity wishes to announce that SunCity has on 2 September 2010, entered into 2 share sale and purchase agreements ("SPAs") with Dato' Lim Say Chong and Mr Oh Kim Sun respectively (collectively known as "the Vendors") for the proposed acquisition of their shareholdings in Sunway Lagoon Sdn Bhd ("SLSB"), which represent a total of 45% equity interest in SLSB for a total cash consideration of RM128,571,428.60 ("Purchase Consideration") [hereinafter referred to as the "Proposed Acquisition"].
2. INFORMATION OF SUNCITY, THE VENDORS AND SLSB
2.1 SunCity
SunCity is a company incorporated in Malaysia on 13 July 1982 and having its registered address at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunCity are RM1,000,000,000/- and RM470,001,432/- respectively. The principal activities of SunCity are property development and investment, and investment holding.
2.2 The Vendors
The Vendors namely Dato' Lim Say Chong and Mr Oh Kim Sun hold 1,900,000 and 2,600,000 ordinary shares of RM1.00 each, representing 19% and 26% equity interests respectively in SLSB.
2.3 SLSB
SLSB, a 51% owned subsidiary of SunCity, is a company incorporated in Malaysia on 18 January 1991 and having its registered address at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SLSB are RM52,000,000/- and RM10,000,000/- respectively. The principal activity of SLSB is operation of a theme park.
SLSB owns a group of subsidiaries with principal activities which include investment holding and property development.
3. SALIENT TERMS OF THE SPAs
Pursuant to the SPAs, SunCity will acquire a total of 4,500,000 ordinary shares of RM1.00, representing 45% equity interest in SLSB from the Vendors for a total cash consideration of RM128,571,428.60, free from all encumbrances, claims, charges, liens and equities and with all rights attached thereto.
The Proposed Acquisition will be completed upon full payment of the Purchase Consideration by SunCity to the Vendors.
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Purchase Consideration for the Proposed Acquisition of RM128,571,428.60 was arrived at based on a willing-buyer and willing-seller basis, after taking into consideration the net tangible assets of SLSB and the future earnings potential of the subsidiaries of SLSB.
5. LIABILITIES TO BE ASSUMED
There are no liabilities (including contingent liabilities and guarantees) to be assumed by SunCity arising from the Proposed Acquisition, other than those liabilities incurred by SLSB in the ordinary course of business operations.
6. RATIONALE FOR THE PROPOSED ACQUISITION
Sunway Lagoon is an established world-class theme park and recreation destination. In addition, SLSB Group holds 123 acres of land in Bandar Sunway and 46 hectares of land in Sydney, Australia. For the 18-month financial period ended 31 December 2009, SLSB reported a group profit after tax of RM53.3 million. By owning 96% of SLSB and with the same management effort, SunCity will have greater share of the future earnings of SLSB Group.
7. PROSPECTS
The 51% stake in SLSB Group contributed 12% of SunCity Group's profit after tax and minority interest (excluding revaluation gain) for the 18-month financial period ended 31 December 2009.
With improved consumers' sentiment during the current year, SLSB anticipates at least 20% increase in the visitorship for Sunway Lagoon. The many international events held in Sunway Lagoon e.g. MTV World Stage that was broadcasted over 150 countries, continues to attract higher foreign visitorship.
As for the Sunway South Quay development, in addition to the successful enbloc sale to a Korean purchaser which will be handed over early next year, the recent launch of the 242-unit condominium known as A'marine, had received a strong take-up rate. This paves a strong confidence for future launches.
The 46 hectares of land in Western Sydney, is strategically located in one of the most sought-after logistic precinct in Sydney, Australia, out of which 20% had been sold during the current year and pending completion.
Based on the above and barring any unforeseen circumstances, SunCity anticipates that the higher stake in SLSB Group will enhance the earnings potential of SunCity Group.
8. RISK FACTORS
There are no additional business and commercial risks to be assumed by SunCity arising from the Proposed Acquisition as SunCity is presently the majority shareholder of SLSB. Furthermore, all businesses are already established.
9. SOURCE OF FUNDS
The Proposed Acquisition will be funded through internally generated funds.
10. EFFECTS OF THE PROPOSED ACQUISITION
10.1 On Share Capital and Substantial Shareholders' Shareholding
The Proposed Acquisition will not have any effect on the share capital and substantial shareholders' shareholding of SunCity as the Proposed Acquisition does not involve any allotment or issuance of new shares by SunCity.
10.2 On Earnings Per Share, Net Assets Per Share and Gearing
The Proposed Acquisition is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of SunCity for the current financial year ending 31 December 2010.
11. APPROVALS REQUIRED
The Proposed Acquisition does not require approval from the shareholders of SunCity or any government authorities.
12. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Insofar as the Directors are aware, none of the directors or major shareholders of SunCity or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition.
13. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of SunCity, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interests of SunCity Group.
14. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed during the financial year ending 31 December 2010.
15. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
The highest percentage ratio applicable to the Proposed Acquisition is 5.92% which is the value of the Purchase Consideration, compared with the net assets of SunCity Group based on the audited financial statements of SunCity Group for the financial period ended 31 December 2009.
16. DOCUMENTS AVAILABLE FOR INSPECTION
The SPAs are available for inspection at the registered office of SunCity at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 2 September 2010.
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY") - PROPOSED ACQUISITION BY SUNCITY OF 45% EQUITY INTEREST IN SUNWAY LAGOON SDN BHD, A 51% OWNED SUBSIDIARY OF SUNCITY
Contents: 1. INTRODUCTION
Pursuant to Chapter 10, Paragraph 10.06 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of SunCity wishes to announce that SunCity has on 2 September 2010, entered into 2 share sale and purchase agreements ("SPAs") with Dato' Lim Say Chong and Mr Oh Kim Sun respectively (collectively known as "the Vendors") for the proposed acquisition of their shareholdings in Sunway Lagoon Sdn Bhd ("SLSB"), which represent a total of 45% equity interest in SLSB for a total cash consideration of RM128,571,428.60 ("Purchase Consideration") [hereinafter referred to as the "Proposed Acquisition"].
2. INFORMATION OF SUNCITY, THE VENDORS AND SLSB
2.1 SunCity
SunCity is a company incorporated in Malaysia on 13 July 1982 and having its registered address at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunCity are RM1,000,000,000/- and RM470,001,432/- respectively. The principal activities of SunCity are property development and investment, and investment holding.
2.2 The Vendors
The Vendors namely Dato' Lim Say Chong and Mr Oh Kim Sun hold 1,900,000 and 2,600,000 ordinary shares of RM1.00 each, representing 19% and 26% equity interests respectively in SLSB.
2.3 SLSB
SLSB, a 51% owned subsidiary of SunCity, is a company incorporated in Malaysia on 18 January 1991 and having its registered address at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SLSB are RM52,000,000/- and RM10,000,000/- respectively. The principal activity of SLSB is operation of a theme park.
SLSB owns a group of subsidiaries with principal activities which include investment holding and property development.
3. SALIENT TERMS OF THE SPAs
Pursuant to the SPAs, SunCity will acquire a total of 4,500,000 ordinary shares of RM1.00, representing 45% equity interest in SLSB from the Vendors for a total cash consideration of RM128,571,428.60, free from all encumbrances, claims, charges, liens and equities and with all rights attached thereto.
The Proposed Acquisition will be completed upon full payment of the Purchase Consideration by SunCity to the Vendors.
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Purchase Consideration for the Proposed Acquisition of RM128,571,428.60 was arrived at based on a willing-buyer and willing-seller basis, after taking into consideration the net tangible assets of SLSB and the future earnings potential of the subsidiaries of SLSB.
5. LIABILITIES TO BE ASSUMED
There are no liabilities (including contingent liabilities and guarantees) to be assumed by SunCity arising from the Proposed Acquisition, other than those liabilities incurred by SLSB in the ordinary course of business operations.
6. RATIONALE FOR THE PROPOSED ACQUISITION
Sunway Lagoon is an established world-class theme park and recreation destination. In addition, SLSB Group holds 123 acres of land in Bandar Sunway and 46 hectares of land in Sydney, Australia. For the 18-month financial period ended 31 December 2009, SLSB reported a group profit after tax of RM53.3 million. By owning 96% of SLSB and with the same management effort, SunCity will have greater share of the future earnings of SLSB Group.
7. PROSPECTS
The 51% stake in SLSB Group contributed 12% of SunCity Group's profit after tax and minority interest (excluding revaluation gain) for the 18-month financial period ended 31 December 2009.
With improved consumers' sentiment during the current year, SLSB anticipates at least 20% increase in the visitorship for Sunway Lagoon. The many international events held in Sunway Lagoon e.g. MTV World Stage that was broadcasted over 150 countries, continues to attract higher foreign visitorship.
As for the Sunway South Quay development, in addition to the successful enbloc sale to a Korean purchaser which will be handed over early next year, the recent launch of the 242-unit condominium known as A'marine, had received a strong take-up rate. This paves a strong confidence for future launches.
The 46 hectares of land in Western Sydney, is strategically located in one of the most sought-after logistic precinct in Sydney, Australia, out of which 20% had been sold during the current year and pending completion.
Based on the above and barring any unforeseen circumstances, SunCity anticipates that the higher stake in SLSB Group will enhance the earnings potential of SunCity Group.
8. RISK FACTORS
There are no additional business and commercial risks to be assumed by SunCity arising from the Proposed Acquisition as SunCity is presently the majority shareholder of SLSB. Furthermore, all businesses are already established.
9. SOURCE OF FUNDS
The Proposed Acquisition will be funded through internally generated funds.
10. EFFECTS OF THE PROPOSED ACQUISITION
10.1 On Share Capital and Substantial Shareholders' Shareholding
The Proposed Acquisition will not have any effect on the share capital and substantial shareholders' shareholding of SunCity as the Proposed Acquisition does not involve any allotment or issuance of new shares by SunCity.
10.2 On Earnings Per Share, Net Assets Per Share and Gearing
The Proposed Acquisition is not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of SunCity for the current financial year ending 31 December 2010.
11. APPROVALS REQUIRED
The Proposed Acquisition does not require approval from the shareholders of SunCity or any government authorities.
12. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Insofar as the Directors are aware, none of the directors or major shareholders of SunCity or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition.
13. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of SunCity, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interests of SunCity Group.
14. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed during the financial year ending 31 December 2010.
15. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
The highest percentage ratio applicable to the Proposed Acquisition is 5.92% which is the value of the Purchase Consideration, compared with the net assets of SunCity Group based on the audited financial statements of SunCity Group for the financial period ended 31 December 2009.
16. DOCUMENTS AVAILABLE FOR INSPECTION
The SPAs are available for inspection at the registered office of SunCity at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 2 September 2010.
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