UMW - General Announcement
Announcement Type: General Announcement
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: Dealing by Principal Officers of UMW Holdings Berhad ("UMW") outside closed period pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
Contents: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Principal Officers of UMW had transacted in the securities of UMW, as set out in Tables 1 below.
Company Name: UMW HOLDINGS BERHAD
Stock Name: UMW
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: Dealing by Principal Officers of UMW Holdings Berhad ("UMW") outside closed period pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
Contents: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the following Principal Officers of UMW had transacted in the securities of UMW, as set out in Tables 1 below.
MERGE - Change in Boardroom
Announcement Type: Change in Boardroom
Company Name: MERGE ENERGY BHD
Stock Name: MERGE
Date Announced: 02/09/2010
Announcement Detail:
Date of change: 01/09/2010
Type of change: Appointment
Designation: Chairman
Directorate: Executive
Name: YM DATO' RAJA SHAH ZURIN BIN RAJA AMAN SHAH
Age: 49
Nationality: MALAYSIAN
Qualifications: NA
Working experience and occupation: NA
Directorship of public companies (if any): NA
Family relationship with any director and/or major shareholder of the listed issuer: NA
Any conflict of interests that he/she has with the listed issuer: NA
Details of any interest in the securities of the listed issuer or its subsidiaries: NA
Remarks: YM Dato' Raja Shah Zurin was appointed to the Board on 11 January 2010.
Company Name: MERGE ENERGY BHD
Stock Name: MERGE
Date Announced: 02/09/2010
Announcement Detail:
Date of change: 01/09/2010
Type of change: Appointment
Designation: Chairman
Directorate: Executive
Name: YM DATO' RAJA SHAH ZURIN BIN RAJA AMAN SHAH
Age: 49
Nationality: MALAYSIAN
Qualifications: NA
Working experience and occupation: NA
Directorship of public companies (if any): NA
Family relationship with any director and/or major shareholder of the listed issuer: NA
Any conflict of interests that he/she has with the listed issuer: NA
Details of any interest in the securities of the listed issuer or its subsidiaries: NA
Remarks: YM Dato' Raja Shah Zurin was appointed to the Board on 11 January 2010.
OSK - Interim Dividend
Announcement Type: Entitlements (Notice of Book Closure)
Company Name: OSK HOLDINGS BERHAD
Stock Name: OSK
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: Interim Dividend of 2.5 sen per ordinary shares less 25% Income Tax
Period of interest payment: to
Financial Year End: 31/12/2010
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
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya, Selangor
Tel: 03-7841 8000
Payment date: 28/09/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 21/09/2010
b. Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit: 17/09/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.025
Company Name: OSK HOLDINGS BERHAD
Stock Name: OSK
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: Interim Dividend of 2.5 sen per ordinary shares less 25% Income Tax
Period of interest payment: to
Financial Year End: 31/12/2010
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
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya, Selangor
Tel: 03-7841 8000
Payment date: 28/09/2010
a. Securities transferred into the Depositor's Securities Account before 4:00 pm in respect of transfers: 21/09/2010
b. Securities deposited into the Depositor's Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit: 17/09/2010
Entitlement indicator: Currency
Currency: Malaysian Ringgit (MYR)
Entitlement in Currency: 0.025
DXN - General Announcement
Announcement Type: General Announcement
Company Name: DXN HOLDINGS BHD
Stock Name: DXN
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: DXN HOLDINGS BERHAD ("DXN")
- NOTIFICATION BY DIRECTOR OF MAJOR SUBSIDIARY OF HIS
DEALINGS IN SECURITIES OF DXN HOLDINGS BHD OUTSIDE CLOSED PERIOD
Contents: Pursuant to Paragraph 14.09 of the Listing Requirements of Bursa Malaysia Securities Berhad, I, Tan Young Tat hereby give notice of my dealings in the ordinary shares of DXN outside closed period as set out in Table 1 as appended.
This announcement is dated 2 September 2010.
Company Name: DXN HOLDINGS BHD
Stock Name: DXN
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: DXN HOLDINGS BERHAD ("DXN")
- NOTIFICATION BY DIRECTOR OF MAJOR SUBSIDIARY OF HIS
DEALINGS IN SECURITIES OF DXN HOLDINGS BHD OUTSIDE CLOSED PERIOD
Contents: Pursuant to Paragraph 14.09 of the Listing Requirements of Bursa Malaysia Securities Berhad, I, Tan Young Tat hereby give notice of my dealings in the ordinary shares of DXN outside closed period as set out in Table 1 as appended.
This announcement is dated 2 September 2010.
CNI - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: CNI HOLDINGS BERHAD
Stock Name: CNI
Date Announced: 02/09/2010
Announcement Detail:
Date of buy back: 02/09/2010
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 100,000
Minimum price paid for each share purchased ($$): 0.200
Maximum price paid for each share purchased ($$): 0.200
Total consideration paid ($$): 20,000.00
Number of shares purchased retained in treasury (units): 100,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 3,631,600
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.51
Company Name: CNI HOLDINGS BERHAD
Stock Name: CNI
Date Announced: 02/09/2010
Announcement Detail:
Date of buy back: 02/09/2010
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 100,000
Minimum price paid for each share purchased ($$): 0.200
Maximum price paid for each share purchased ($$): 0.200
Total consideration paid ($$): 20,000.00
Number of shares purchased retained in treasury (units): 100,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 3,631,600
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.51
ICAP - ICAPITAL.BIZ BERHAD ("icapital.biz") - NET ASSET VALUE ("NAV") PER SHARE
Announcement Type: General Announcement
Company Name: ICAPITAL.BIZ BERHAD
Stock Name: ICAP
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: ICAPITAL.BIZ BERHAD ("icapital.biz")
- NET ASSET VALUE ("NAV") PER SHARE
Contents: On behalf of the Board of icapital.biz, we wish to announce that the NAV per share of icapital.biz as at 1 September 2010 was RM2.31.
Company Name: ICAPITAL.BIZ BERHAD
Stock Name: ICAP
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: ICAPITAL.BIZ BERHAD ("icapital.biz")
- NET ASSET VALUE ("NAV") PER SHARE
Contents: On behalf of the Board of icapital.biz, we wish to announce that the NAV per share of icapital.biz as at 1 September 2010 was RM2.31.
AMFIRST - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: -
Company Name: AMFIRST REAL ESTATE INVESTMENT TRUST
Stock Name: AMFIRST
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMFIRST REAL ESTATE INVESTMENT TRUST ("AmFIRST REIT" or "REIT")
PROPOSED ACQUISITION BY MAYBAN TRUSTEES BERHAD (ON BEHALF OF AMFIRST REIT) FROM FSBM HOLDINGS BERHAD ("VENDOR") OF ALL THAT PIECE OF LAND HELD UNDER GERAN 207772, LOT 23570 IN THE MUKIM OF DENGKIL, DISTRICT OF SEPANG AND STATE OF SELANGOR WITH A FIVE STOREY OFFICE BUILDING ERECTED THEREON ("PROPERTY") FOR A PURCHASE CONSIDERATION OF RM51,500,000 ("PROPOSED ACQUISITION")
Contents: 1. INTRODUCTION
Am ARA REIT Managers Sdn Bhd ("Manager"), the manager of AmFIRST REIT, wishes to announce that on 2 September 2010, the Vendor had accepted an offer made by the Manager on behalf of Mayban Trustees Berhad ("MTB" or the "Purchaser"), the trustee for AmFIRST REIT by way of an offer letter issued by the Manager dated 26 August 2010 ("Offer Letter") whereby AmFIRST REIT will be entitled to acquire the Property free from encumbrances and subject to all existing tenancies created over the Property ("Existing Tenancies") together with all fixtures and fittings belonging to the Vendor found and affixed in the Property subject to the terms and conditions in the Offer Letter and the sale and purchase agreement ("SPA") and any other agreement or document to be made between the Vendor and MTB.
The Purchaser has given its consent to the Proposed Acquisition, subject to its acceptance of the terms and conditions of the SPA. For this purpose, the Offer Letter is marked "Subject To Contract".
2. BRIEF INFORMATION ON THE PROPERTY
The Property consists of a five (5) storey office building erected on a piece of land held under Geran 207772, Lot 23570 in Mukim of Dengkil, District of Sepang and State of Selangor Darul Ehsan. The Property was competed on 31 January 2002 with an approximate current lettable area of 112,151 square feet ("sf"), of which 29,008 sf ("Untenanted Area") is either partly occupied by the Vendor or is vacant
The Property is located at 3539, Jalan Teknokrat 7, 63000 Cyberjaya, Selangor Darul Ehsan.
3. SALIENT TERMS AND CONDITIONS CONTAINED IN THE OFFER LETTER
The salient terms and conditions contained in the Offer Letter are as follows:-
3.1 Purchase Consideration
The total purchase consideration for the Property and its fixtures and fittings is RM51,500,000 ("Purchase Consideration").
3.2 Mode of Settlement of the Purchase Consideration
The Purchase Consideration shall be paid in cash and shall be paid in the following manner:-
(a) a refundable deposit equivalent to 1% of the Purchase Consideration ("Earnest Deposit") shall be paid to the Purchaser's solicitors ("Purchaser's Solicitors") as stakeholders within five (5) business days from the Vendor's acceptance of the Offer Letter;
(b) a further sum equivalent to 9% of the Purchase Consideration payable to the Purchaser's Solicitors as stakeholders upon the signing of the SPA and all other documents relating to and incidental to the Proposed Acquisition; and
(c) the balance 90% of the Purchase Consideration ("Balance Sum") less any authorised deductions prescribed in the Offer Letter or subsequently in the SPA, shall be paid by the Purchaser to the Purchaser's Solicitors as stakeholders on a date ("the Payment Date") falling within 90 days from the date the last of the Conditions Precedent set out in the paragraph below is fulfilled.
The salient terms of the SPA as well as other documents, deed and agreement, if any, relating to the Proposed Acquisition will be announced after the execution of the SPA and such other documents, deed and agreement, if any.
3.3 Exclusivity Period
In consideration of the Earnest Deposit, the Vendor shall grant to the Purchaser an exclusive right for a period of 20 working days ("Exclusive Period") to:
(a) carry out and complete a due diligence review on, amongst others, the legal matters relating to the Vendor, the Property and the Existing Tenancies, and on the structure of the Property and the exact size and area of the Property ("Due Diligence Review"); and
(b) allow the Vendor and the Purchaser and their respective advisers to negotiate and conclude the terms and conditions of the SPA, the Deed of Novation and Assignment and all other ancillary and relevant agreements and deeds relating to the acquisition of the Property and the assignment of all rights benefits and interest under the Existing Tenancies ("Definitive Documents").
The Exclusivity Period shall commence on the date of the Vendor's acceptance of the Offer Letter or on the date the Vendor confirms in writing that all relevant documents, data and information relevant to the Vendor and the Property (including the Existing Tenancies) are readily complied and available for inspection by the Purchaser or its consultants, advisers and experts, whichever is the later date, subject always to the right of the Purchaser to extend the Exclusivity Period by a period or periods of 30 days each period in the event the Due Diligence Review or the negotiations on the terms and conditions of the Definitive Documents cannot be concluded within the Exclusivity Period or any prior extension thereof.
3.4 Guaranteed Minimum Rental Income
In consideration of the Purchaser's acquisition of the Property, the Vendor will provide an assurance and guarantee to the Purchaser that the rental income that the Purchaser will actually receive from the Untenanted Area will be RM8,139,600 ("Guaranteed Minimum Rental Income") for period of 6 years ("Guarantee Period"), commencing on the date the acquisition of the Property is completed in accordance with the Definitive Documents ("Completion Date"). The Guaranteed Minimum Rental Income shall comprise the agreed rates of annual rent of RM1,292,000 for the first 3 years and RM1,421,200 for the remaining 3 years (the rates of annual rent are each and collectively called "Guaranteed Annual Rental Income").
In furtherance of the assurance and guarantee given by the Vendor over the Guaranteed Minimum Rental Income, the Vendor will promptly pay to the Purchaser the Guaranteed Annual Rental Income for each of the Guarantee Period by monthly instalments, subject to such deductions as may be permitted by the Purchaser from time to time during the Guarantee Period.
3.5 Conditions Precedent
Completion of the Proposed Acquisition shall be subject to, inter-alia the following events:-
(a) due execution of all relevant documents to effectively assign ("Deed of Assignment") all rights benefits, interest and rights under the agreements made for and under the Existing Tenancies in favour of the Purchaser as trustee for AmFIRST REIT;
(b) the Vendor's issuance of a notice of the assignment required by the Deed of Assignment in escrow and the deposition of the said notice of assignment with the Purchaser's Solicitors;
(c) the Vendor's procurement of the requisite consent to transfer the title to the Property to the Purchaser;
(d) the Vendor's procurement of approval from its shareholders to the disposal of the Property to the Purchaser on terms and conditions contained in the Definitive Documents, if applicable;
(e) the completion of the Due Diligence Review (including without limitation the survey and valuation over the Property) and the Purchaser's satisfaction of the results of the Due Diligence Review, which includes structural, engineering and legal due diligence on the Property and all matters relating to the Property and the Proposed Acquisition;
(f) procurement of all relevant approvals, waivers and/or consents from any relevant authorities, regulators, statutory bodies and/or persons in Malaysia, if applicable; and
(g) other conditions precedent as may be advised by the Purchaser's Solicitors subsequent to the issuance of the Offer Letter and execution of the Definitive Documents, including without limitation, those conditions precedent necessary after completion of the Due Diligence Review or those conditions precedent imposed or required by law, regulation or Governmental policies, regulations and directives or the relevant State by laws, regulation and directives.
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Purchase Consideration was arrived at based on a "willing-buyer willing-seller" basis after taking into consideration the market value of the Property of RM53,000,000 as valued by CH William Talhar & Wong, an independent firm of registered valuers, in its valuation certificate dated 26 August 2010. The material date of valuation is 23 August 2010.
5. SOURCE OF FUNDING
The Proposed Acquisition will be funded by bank borrowings.
6. INFORMATION ON THE VENDOR
FSBM Holdings Berhad was incorporated in 1984 as Talasco Computers Sdn Bhd and later changed its name to Fujitsu Systems Business (Malaysia) Sdn Bhd in 1991. The company was listed on the Second Board of Bursa Malaysia Securities Berhad in 1994 as "Fujitsu", and assumed its present name in 2001 as its business activities extended outside Malaysia and diversified into non-Fujitsu products and services. The FSBM Group's business activities are focused on four divisions namely systems and solutions, communication and multimedia, education and training and healthcare.
7. RATIONALE
Am ARA, the manager of AmFIRST REIT, is actively seeking to acquire yield accretive assets or good quality properties with strong recurring rental income and potential for revenue and capital growth. The Proposed Acquisition is consistent with the investment objective and strategy of AmFIRST REIT and is expected to be accretive to the REIT's distributable income with potential to achieve a long term growth in net asset value of AmFIRST REIT.
8. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the directors and major shareholders of AmFIRST REIT as well as persons connected with them have any interest, direct and/or indirect, in the Proposed Acquisition.
9. APPROVALS REQUIRED
The Proposed Acquisition is subject to the following approvals:-
(a) the approval of MTB in accordance with the provisions of the trust deed constituting AmFIRST REIT dated 15 December 2006;
(b) the approval from shareholders of the Vendor; and
(c) the approval or consent of any relevant third party or any relevant public authority (including without limitation, the requisite consent to transfer the title to the Property).
10. DOCUMENTS AVAILABLE FOR INSPECTION
The Offer Letter, duly accepted by the Vendor, and valuation certificate dated 26 August 2010 are available for inspection at the registered office of Am ARA at Level 22, Bangunan AmBank Group, No. 55 Jalan Raja Chulan, 50450 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.
11. FURTHER INFORMATION
Further details of the Proposed Acquisition will be made upon finalisation of the terms and conditions of the Proposed Acquisition and signing of the Definitive Agreements.
This announcement is dated 2 September 2010.
Submitting Merchant Bank: -
Company Name: AMFIRST REAL ESTATE INVESTMENT TRUST
Stock Name: AMFIRST
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMFIRST REAL ESTATE INVESTMENT TRUST ("AmFIRST REIT" or "REIT")
PROPOSED ACQUISITION BY MAYBAN TRUSTEES BERHAD (ON BEHALF OF AMFIRST REIT) FROM FSBM HOLDINGS BERHAD ("VENDOR") OF ALL THAT PIECE OF LAND HELD UNDER GERAN 207772, LOT 23570 IN THE MUKIM OF DENGKIL, DISTRICT OF SEPANG AND STATE OF SELANGOR WITH A FIVE STOREY OFFICE BUILDING ERECTED THEREON ("PROPERTY") FOR A PURCHASE CONSIDERATION OF RM51,500,000 ("PROPOSED ACQUISITION")
Contents: 1. INTRODUCTION
Am ARA REIT Managers Sdn Bhd ("Manager"), the manager of AmFIRST REIT, wishes to announce that on 2 September 2010, the Vendor had accepted an offer made by the Manager on behalf of Mayban Trustees Berhad ("MTB" or the "Purchaser"), the trustee for AmFIRST REIT by way of an offer letter issued by the Manager dated 26 August 2010 ("Offer Letter") whereby AmFIRST REIT will be entitled to acquire the Property free from encumbrances and subject to all existing tenancies created over the Property ("Existing Tenancies") together with all fixtures and fittings belonging to the Vendor found and affixed in the Property subject to the terms and conditions in the Offer Letter and the sale and purchase agreement ("SPA") and any other agreement or document to be made between the Vendor and MTB.
The Purchaser has given its consent to the Proposed Acquisition, subject to its acceptance of the terms and conditions of the SPA. For this purpose, the Offer Letter is marked "Subject To Contract".
2. BRIEF INFORMATION ON THE PROPERTY
The Property consists of a five (5) storey office building erected on a piece of land held under Geran 207772, Lot 23570 in Mukim of Dengkil, District of Sepang and State of Selangor Darul Ehsan. The Property was competed on 31 January 2002 with an approximate current lettable area of 112,151 square feet ("sf"), of which 29,008 sf ("Untenanted Area") is either partly occupied by the Vendor or is vacant
The Property is located at 3539, Jalan Teknokrat 7, 63000 Cyberjaya, Selangor Darul Ehsan.
3. SALIENT TERMS AND CONDITIONS CONTAINED IN THE OFFER LETTER
The salient terms and conditions contained in the Offer Letter are as follows:-
3.1 Purchase Consideration
The total purchase consideration for the Property and its fixtures and fittings is RM51,500,000 ("Purchase Consideration").
3.2 Mode of Settlement of the Purchase Consideration
The Purchase Consideration shall be paid in cash and shall be paid in the following manner:-
(a) a refundable deposit equivalent to 1% of the Purchase Consideration ("Earnest Deposit") shall be paid to the Purchaser's solicitors ("Purchaser's Solicitors") as stakeholders within five (5) business days from the Vendor's acceptance of the Offer Letter;
(b) a further sum equivalent to 9% of the Purchase Consideration payable to the Purchaser's Solicitors as stakeholders upon the signing of the SPA and all other documents relating to and incidental to the Proposed Acquisition; and
(c) the balance 90% of the Purchase Consideration ("Balance Sum") less any authorised deductions prescribed in the Offer Letter or subsequently in the SPA, shall be paid by the Purchaser to the Purchaser's Solicitors as stakeholders on a date ("the Payment Date") falling within 90 days from the date the last of the Conditions Precedent set out in the paragraph below is fulfilled.
The salient terms of the SPA as well as other documents, deed and agreement, if any, relating to the Proposed Acquisition will be announced after the execution of the SPA and such other documents, deed and agreement, if any.
3.3 Exclusivity Period
In consideration of the Earnest Deposit, the Vendor shall grant to the Purchaser an exclusive right for a period of 20 working days ("Exclusive Period") to:
(a) carry out and complete a due diligence review on, amongst others, the legal matters relating to the Vendor, the Property and the Existing Tenancies, and on the structure of the Property and the exact size and area of the Property ("Due Diligence Review"); and
(b) allow the Vendor and the Purchaser and their respective advisers to negotiate and conclude the terms and conditions of the SPA, the Deed of Novation and Assignment and all other ancillary and relevant agreements and deeds relating to the acquisition of the Property and the assignment of all rights benefits and interest under the Existing Tenancies ("Definitive Documents").
The Exclusivity Period shall commence on the date of the Vendor's acceptance of the Offer Letter or on the date the Vendor confirms in writing that all relevant documents, data and information relevant to the Vendor and the Property (including the Existing Tenancies) are readily complied and available for inspection by the Purchaser or its consultants, advisers and experts, whichever is the later date, subject always to the right of the Purchaser to extend the Exclusivity Period by a period or periods of 30 days each period in the event the Due Diligence Review or the negotiations on the terms and conditions of the Definitive Documents cannot be concluded within the Exclusivity Period or any prior extension thereof.
3.4 Guaranteed Minimum Rental Income
In consideration of the Purchaser's acquisition of the Property, the Vendor will provide an assurance and guarantee to the Purchaser that the rental income that the Purchaser will actually receive from the Untenanted Area will be RM8,139,600 ("Guaranteed Minimum Rental Income") for period of 6 years ("Guarantee Period"), commencing on the date the acquisition of the Property is completed in accordance with the Definitive Documents ("Completion Date"). The Guaranteed Minimum Rental Income shall comprise the agreed rates of annual rent of RM1,292,000 for the first 3 years and RM1,421,200 for the remaining 3 years (the rates of annual rent are each and collectively called "Guaranteed Annual Rental Income").
In furtherance of the assurance and guarantee given by the Vendor over the Guaranteed Minimum Rental Income, the Vendor will promptly pay to the Purchaser the Guaranteed Annual Rental Income for each of the Guarantee Period by monthly instalments, subject to such deductions as may be permitted by the Purchaser from time to time during the Guarantee Period.
3.5 Conditions Precedent
Completion of the Proposed Acquisition shall be subject to, inter-alia the following events:-
(a) due execution of all relevant documents to effectively assign ("Deed of Assignment") all rights benefits, interest and rights under the agreements made for and under the Existing Tenancies in favour of the Purchaser as trustee for AmFIRST REIT;
(b) the Vendor's issuance of a notice of the assignment required by the Deed of Assignment in escrow and the deposition of the said notice of assignment with the Purchaser's Solicitors;
(c) the Vendor's procurement of the requisite consent to transfer the title to the Property to the Purchaser;
(d) the Vendor's procurement of approval from its shareholders to the disposal of the Property to the Purchaser on terms and conditions contained in the Definitive Documents, if applicable;
(e) the completion of the Due Diligence Review (including without limitation the survey and valuation over the Property) and the Purchaser's satisfaction of the results of the Due Diligence Review, which includes structural, engineering and legal due diligence on the Property and all matters relating to the Property and the Proposed Acquisition;
(f) procurement of all relevant approvals, waivers and/or consents from any relevant authorities, regulators, statutory bodies and/or persons in Malaysia, if applicable; and
(g) other conditions precedent as may be advised by the Purchaser's Solicitors subsequent to the issuance of the Offer Letter and execution of the Definitive Documents, including without limitation, those conditions precedent necessary after completion of the Due Diligence Review or those conditions precedent imposed or required by law, regulation or Governmental policies, regulations and directives or the relevant State by laws, regulation and directives.
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The Purchase Consideration was arrived at based on a "willing-buyer willing-seller" basis after taking into consideration the market value of the Property of RM53,000,000 as valued by CH William Talhar & Wong, an independent firm of registered valuers, in its valuation certificate dated 26 August 2010. The material date of valuation is 23 August 2010.
5. SOURCE OF FUNDING
The Proposed Acquisition will be funded by bank borrowings.
6. INFORMATION ON THE VENDOR
FSBM Holdings Berhad was incorporated in 1984 as Talasco Computers Sdn Bhd and later changed its name to Fujitsu Systems Business (Malaysia) Sdn Bhd in 1991. The company was listed on the Second Board of Bursa Malaysia Securities Berhad in 1994 as "Fujitsu", and assumed its present name in 2001 as its business activities extended outside Malaysia and diversified into non-Fujitsu products and services. The FSBM Group's business activities are focused on four divisions namely systems and solutions, communication and multimedia, education and training and healthcare.
7. RATIONALE
Am ARA, the manager of AmFIRST REIT, is actively seeking to acquire yield accretive assets or good quality properties with strong recurring rental income and potential for revenue and capital growth. The Proposed Acquisition is consistent with the investment objective and strategy of AmFIRST REIT and is expected to be accretive to the REIT's distributable income with potential to achieve a long term growth in net asset value of AmFIRST REIT.
8. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the directors and major shareholders of AmFIRST REIT as well as persons connected with them have any interest, direct and/or indirect, in the Proposed Acquisition.
9. APPROVALS REQUIRED
The Proposed Acquisition is subject to the following approvals:-
(a) the approval of MTB in accordance with the provisions of the trust deed constituting AmFIRST REIT dated 15 December 2006;
(b) the approval from shareholders of the Vendor; and
(c) the approval or consent of any relevant third party or any relevant public authority (including without limitation, the requisite consent to transfer the title to the Property).
10. DOCUMENTS AVAILABLE FOR INSPECTION
The Offer Letter, duly accepted by the Vendor, and valuation certificate dated 26 August 2010 are available for inspection at the registered office of Am ARA at Level 22, Bangunan AmBank Group, No. 55 Jalan Raja Chulan, 50450 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.
11. FURTHER INFORMATION
Further details of the Proposed Acquisition will be made upon finalisation of the terms and conditions of the Proposed Acquisition and signing of the Definitive Agreements.
This announcement is dated 2 September 2010.
AMFIRST - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: -
Company Name: AMFIRST REAL ESTATE INVESTMENT TRUST
Stock Name: AMFIRST
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMFIRST REAL ESTATE INVESTMENT TRUST ("AmFIRST REIT" OR THE "FUND")
PROPOSED ACQUISITION BY AmFIRST REIT OF ALL THAT PREMISES KNOWN AS UNIT NO. S2.140B, 2ND FLOOR THE SUMMIT SUBANG USJ, PERSIARAN KEWAJIPAN USJ 1, UEP SUBANG JAYA, SELANGOR MEASURING APPROXIMATELY 37,372 SQUARE FEET AND HELD UNDER STRATA TITLE GERAN 43528/M1/3/459 LOT 14 IN PEKAN SUBANG JAYA, DISTRICT OF PETALING AND STATE OF SELANGOR DARUL EHSAN (THE "PROPERTY") FROM SYF TRADING SDN BHD (COMPANY NO. 94099-A) FOR A TOTAL LUMP SUM CASH CONSIDERATION OF RM 6,800,000 ("PROPOSED ACQUISITION OF PROPERTY")
Contents: 1. INTRODUCTION
The Board of Directors ("Board") of Am ARA REIT Managers Sdn Bhd ("the Manager"), the management company of AmFIRST REIT, wishes to announce that, Mayban Trustees Berhad ("MTB") being the trustees for AmFIRST REIT, has, based on the recommendations of the Manager, entered into a Sale and Purchase Agreement ("SPA") in respect of the Proposed Acquisition of Property on behalf of AmFIRST REIT.
Proposed Acquisition of Property
AmFIRST REIT proposes to acquire the Property free from encumbrances and subject to the Existing Tenancies (as hereinafter defined) from SYF Trading Sdn Bhd (Company No.: 94099-A) ("the Vendor" or "SYF") for a total purchase consideration of RM 6,800,000.00 ("the Purchase Price") in cash subject to the terms and conditions contained in the SPA. The proposed acquisition was made based on and in consideration of, amongst others:-
(a) the warranty, representation and assurance given by SYF that the monthly rental income ("Guaranteed Minimum Gross Income") to be derived from the Property and to be actually received by MTB during and for a period of one (1) year ("Guarantee Period") from the date MTB completes the Proposed Acquisition of the Property ("Completion Date") shall be Ringgit Malaysia Sixty Eight Thousand Nine Hundred and Twenty Nine and Sen Seventy Three (RM68,929.73) only per month ("Guaranteed Monthly Gross Income") aggregating to a sum of Ringgit Malaysia Eight Hundred and Twenty Seven Thousand One Hundred and Fifty Six and Sen Eighty (RM827,156.80) only for the Guarantee Period;
(b) the execution of the relevant sets of Deed of Assignment between the Vendor and MTB ("Deed of Assignment") whereby the Vendor assigns absolutely unto the Purchaser all the Vendor's rights, remedies, benefits and whatsoever advantage under the existing tenancies ("Existing Tenancies") between the Vendor and the following existing tenants ("Existing Tenants"):-
(1) Handi-Arts Sdn Bhd ("HASB") with whom the Vendor has entered into a fixed period of two (2) years tenancy that expires on 31 May 2011 over a net lettable area of 19,510 sq.ft at a monthly rental of RM 1.20 per sq.ft; and
(2) A.Y.A Network Berhad ("AYA") with whom the Vendor has entered into a periodic tenancy over a net lettable area of 17,862 sq. ft. at a monthly fixed rental of RM 10,000.00.
(c) the right of MTB to retain from the Purchase Price a sum of RM827,156.80 to set off against either:
(1) any monthly shortfall arising from the difference between the Guaranteed Monthly Gross Income and the rental actually received by the MTB from Existing Tenants for each and every month during the Guarantee Period; or
(2) failure or nonpayment of rent by any of the Existing Tenants; or
(3) the Property or any part of it being or becoming vacant and unoccupied due to or arising from a termination of any of the Existing Tenancies on or before the expiry of the Guaranteed Period.
Information on the Property
The Property is a retail lot located on the 2nd Floor of The Summit Retail Podium, which is within an integrated commercial complex known as The Summit Subang USJ located along Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan.
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 thence 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 to the Property has been issued by the relevant authority and is currently registered in the name of Meda Development Sdn Bhd (Company No. 276563-A) ("the Developer"). Under the SPA, the Vendor will at its own costs and expense obtain from the Developer the consent to directly transfer the Strata Title to 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.
As at the date hereof, the Vendor has assigned all its rights benefits and interest to the Property to Alliance Bank Malaysia Bhd (Company No. 88103-W) of 29th Floor, Menara Multi Purpose, Capital Square, 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur ("Alliance Bank") as security for loans obtained from Alliance Bank by Tomisho Sdn Bhd (Company No. 144265-W), a company related to the Vendor.
2. DETAILS OF THE PROPOSED ACQUISITION OF PROPERTY
Acquisition
The Property is to be acquired free from encumbrances but subject to the terms and conditions stipulated in the SPA. Simultaneously with execution of the SPA, the Vendor will cause:
(a) HASB to execute in escrow the one (1) set of Deed of Assignment that will be effective on Completion Date; and
(b) HASB and AYA to each issue in escrow a written acknowledgement of SYF's assignment of all rights, benefits and interest under the Existing Tenancies to MTB with effect from the Completion Date.
Salient terms and conditions of the SPA
(i) Payment Terms
The Purchase Price shall be paid in the following manner:-
(a) an initial sum of RM68,000.00 equivalent to 1% of the Purchase Price being refundable earnest deposit and part payment towards the Purchase Price ("Earnest Deposit") was paid by MTB to MTB's solicitors as stakeholders on the Vendor's acceptance of the offer made by the Manager prior to the execution of the SPA;
(b) a further sum of RM612,000.00 equivalent to 9% of the Purchase Price being refundable deposit and part payment towards the Purchase Price was paid by MTB to MTB's solicitors as stakeholders upon execution of the SPA;
(c) Pursuant to the SPA, the balance of the Purchase Price amounting to RM6,120,000.00 shall be paid within ninety (90) days from the unconditional date of the SPA by MTB to MTB's solicitors named in the SPA, to be held as stakeholders, who will be authorized to deal with the balance of the Purchase Price by, amongst others, redeeming all rights, benefits and interest to the Property from Alliance Bank; and
(d) MTB is entitled to a further extension of 30 days to pay the balance of the Purchase 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").
(ii) 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) SYF executing in escrow and depositing with MTB's solicitors as stakeholders the Deed of Assignment;
(b) SYF procuring and securing, at its own costs and expenses, a written consent from the Developer to directly transfer the Strata 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 Strata Title to MTB's solicitors as stakeholders;
(c) SYF's due observance and performance to the satisfaction of the Developer all conditions imposed by the Developer in consenting to the Direct Transfer and in executing and releasing the MOT, the original Strata 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's ("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 settlement of arrears of service charges;
(e) SYF's procurement from HASB & AYA, a written acknowledgement of their notice of the assignment of the Existing Tenancies by SYF to MTB with effect from the Completion Date;
(f) SYF'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; and
(g) MTB's satisfaction of the results of the due diligence review carried out on the Property and SYF.
Basis of the Purchase Price for the Property
The Purchase Price for the Property is derived on a willing-buyer willing-seller basis after taking into account the market value of the Property of RM6,800,000.00 as appraised by Rahim & Co, an independent firm of registered valuers, in its valuation report dated 19th April 2010. The valuation is derived using a combination of comparison method/cost approach and investment methods of valuation.
Liabilities to be assumed by AmFIRST REIT
The Trustee will not assume any liabilities pursuant to the Proposed Acquisition of the Property.
Source of funding
The Proposed Acquisition of the Property will be funded by internal funds.
3. INFORMATION ON THE VENDOR
SYF Trading Sdn Bhd (Company No. 94099-A)
SYF is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 9 December 1982. SYF principally carries out the business of trading furniture and related products. SYF is a wholly owned subsidiary of SYF Venture Sdn Bhd (Company No 670406-M) which is in turn a wholly owned subsidiary of SYF Resources Berhad (364372-H). As at the date hereof, SYF has an authorized capital is RM 10,000,000 divided into 10,000,000 ordinary shares of RM1.00 each of which all 10,000,000 shares have been issued and credited as fully paid up. SYF's registered office is located at Level 18, The Gardens North Tower, Mid Valley, Lingkaran Syed Putra, 59200 Kuala Lumpur.
4. RATIONALE FOR THE PROPOSED ACQUISITION OF THE PROPERTY
AmFIRST REIT has on 31 March 2008 announced the completion of the acquisition of "The Summit Subang USJ" which consists of a mixed development compromising of Office Lots, Retail Lots, Hotel and Car Park bays. This Proposed Acquisition of Property will enlarge the overall ownership of the Retail Lots at The Summit Subang USJ and enable AmFIRST REIT to have a strategic control and effective leasing of all the retail spaces. The Proposed Acquisition of Property is consistent with the investment objective and strategy of AmFIRST REIT and it will be accretive to AmFIRST REIT's distributable income.
5. EFFECTS OF THE PROPOSED ACQUISITION OF PROPERTY
Unit Capital and Substantial Unitholders' Unitholding
The Proposed Acquisition of Property will not have any effect on the total units in issue and substantial unitholders' unitholding of AmFIRST REIT as the purchase consideration will be paid entirely in cash.
NAV
The Proposed Acquisition of Property will have no impact or changes to the unaudited NAV of AmFIRST REIT at the time of completion.
Earnings
The Directors of the Manager expect the Proposed Acquisition of Property to contribute positively to the earnings of the Fund for the financial year ending 31 March 2011.
Gearing
The Manager intends to utilize it's internally funds, therefore there is no change in the gearing ratio of 39.55% of the audited total assets as at 31 March 2010, which is below the gearing limit of 50% prescribed by the REIT Guidelines.
6. APPROVALS REQUIRED FOR THE PROPOSED ACQUISITION OF THE PROPERTY
Pursuant to the REIT Guidelines, the valuation set out in the Proposed Acquisition of Property is not subject to approval by the Securities Commission nor the prior approval of the unitholders of AmFIRST REIT.
7. INTEREST OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS OF AMFIRST REIT
None of the Directors of the Manager and substantial unitholders of AmFIRST REIT or persons connected to them, has interest, direct or indirect, in the Proposed Acquisition of Property.
8. RISK FACTORS
The Property may be subject to certain risks inherent in the property market industry. These include but not limited to the following:-
(a) Non-fulfillment of the conditions precedent stipulated in the SPA;
(b) Non registration of the transfer of the Title to the Property;
(c) Non-renewal of tenancy after expiry due to change in circumstances of the Tenant;
(d) The financial conditions of the Tenants, the Guarantor and the Vendor; and
(e) Acts of God, uninsurable losses and other factors.
9. ESTIMATED TIMEFRAME FOR COMPLETION
The Proposed Acquisition of Property is expected to be completed within a period of five months from the SPA date.
10. STATEMENT BY THE MANAGER
The Board, having considered the rationale of the Proposed Acquisition of Property, is of the opinion that the Proposed Acquisition of Property is in the best interest of the Fund.
11. DOCUMENTS FOR INSPECTION
The following documents are available for inspection at the registered office of the Manager at Level 22, Bangunan AmBank Group, No. 55 Jalan Raja Chulan, 50250 Kuala Lumpur or the place of business of MTB at 34th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur during normal office hours from Monday to Friday (except on public holidays) for a period of three (3) months from the date of this announcement:-
(i) The SPA ;
(ii) Valuation report on the Property prepared by Rahim & Co dated 19th April 2010; and
(iii) Letter of Consent dated 2 February 2010 from the MTB addressed to the Manager for the above Proposed Acquisition of Property.
This announcement is dated 2 September 2010.
Submitting Merchant Bank: -
Company Name: AMFIRST REAL ESTATE INVESTMENT TRUST
Stock Name: AMFIRST
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMFIRST REAL ESTATE INVESTMENT TRUST ("AmFIRST REIT" OR THE "FUND")
PROPOSED ACQUISITION BY AmFIRST REIT OF ALL THAT PREMISES KNOWN AS UNIT NO. S2.140B, 2ND FLOOR THE SUMMIT SUBANG USJ, PERSIARAN KEWAJIPAN USJ 1, UEP SUBANG JAYA, SELANGOR MEASURING APPROXIMATELY 37,372 SQUARE FEET AND HELD UNDER STRATA TITLE GERAN 43528/M1/3/459 LOT 14 IN PEKAN SUBANG JAYA, DISTRICT OF PETALING AND STATE OF SELANGOR DARUL EHSAN (THE "PROPERTY") FROM SYF TRADING SDN BHD (COMPANY NO. 94099-A) FOR A TOTAL LUMP SUM CASH CONSIDERATION OF RM 6,800,000 ("PROPOSED ACQUISITION OF PROPERTY")
Contents: 1. INTRODUCTION
The Board of Directors ("Board") of Am ARA REIT Managers Sdn Bhd ("the Manager"), the management company of AmFIRST REIT, wishes to announce that, Mayban Trustees Berhad ("MTB") being the trustees for AmFIRST REIT, has, based on the recommendations of the Manager, entered into a Sale and Purchase Agreement ("SPA") in respect of the Proposed Acquisition of Property on behalf of AmFIRST REIT.
Proposed Acquisition of Property
AmFIRST REIT proposes to acquire the Property free from encumbrances and subject to the Existing Tenancies (as hereinafter defined) from SYF Trading Sdn Bhd (Company No.: 94099-A) ("the Vendor" or "SYF") for a total purchase consideration of RM 6,800,000.00 ("the Purchase Price") in cash subject to the terms and conditions contained in the SPA. The proposed acquisition was made based on and in consideration of, amongst others:-
(a) the warranty, representation and assurance given by SYF that the monthly rental income ("Guaranteed Minimum Gross Income") to be derived from the Property and to be actually received by MTB during and for a period of one (1) year ("Guarantee Period") from the date MTB completes the Proposed Acquisition of the Property ("Completion Date") shall be Ringgit Malaysia Sixty Eight Thousand Nine Hundred and Twenty Nine and Sen Seventy Three (RM68,929.73) only per month ("Guaranteed Monthly Gross Income") aggregating to a sum of Ringgit Malaysia Eight Hundred and Twenty Seven Thousand One Hundred and Fifty Six and Sen Eighty (RM827,156.80) only for the Guarantee Period;
(b) the execution of the relevant sets of Deed of Assignment between the Vendor and MTB ("Deed of Assignment") whereby the Vendor assigns absolutely unto the Purchaser all the Vendor's rights, remedies, benefits and whatsoever advantage under the existing tenancies ("Existing Tenancies") between the Vendor and the following existing tenants ("Existing Tenants"):-
(1) Handi-Arts Sdn Bhd ("HASB") with whom the Vendor has entered into a fixed period of two (2) years tenancy that expires on 31 May 2011 over a net lettable area of 19,510 sq.ft at a monthly rental of RM 1.20 per sq.ft; and
(2) A.Y.A Network Berhad ("AYA") with whom the Vendor has entered into a periodic tenancy over a net lettable area of 17,862 sq. ft. at a monthly fixed rental of RM 10,000.00.
(c) the right of MTB to retain from the Purchase Price a sum of RM827,156.80 to set off against either:
(1) any monthly shortfall arising from the difference between the Guaranteed Monthly Gross Income and the rental actually received by the MTB from Existing Tenants for each and every month during the Guarantee Period; or
(2) failure or nonpayment of rent by any of the Existing Tenants; or
(3) the Property or any part of it being or becoming vacant and unoccupied due to or arising from a termination of any of the Existing Tenancies on or before the expiry of the Guaranteed Period.
Information on the Property
The Property is a retail lot located on the 2nd Floor of The Summit Retail Podium, which is within an integrated commercial complex known as The Summit Subang USJ located along Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan.
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 thence 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 to the Property has been issued by the relevant authority and is currently registered in the name of Meda Development Sdn Bhd (Company No. 276563-A) ("the Developer"). Under the SPA, the Vendor will at its own costs and expense obtain from the Developer the consent to directly transfer the Strata Title to 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.
As at the date hereof, the Vendor has assigned all its rights benefits and interest to the Property to Alliance Bank Malaysia Bhd (Company No. 88103-W) of 29th Floor, Menara Multi Purpose, Capital Square, 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur ("Alliance Bank") as security for loans obtained from Alliance Bank by Tomisho Sdn Bhd (Company No. 144265-W), a company related to the Vendor.
2. DETAILS OF THE PROPOSED ACQUISITION OF PROPERTY
Acquisition
The Property is to be acquired free from encumbrances but subject to the terms and conditions stipulated in the SPA. Simultaneously with execution of the SPA, the Vendor will cause:
(a) HASB to execute in escrow the one (1) set of Deed of Assignment that will be effective on Completion Date; and
(b) HASB and AYA to each issue in escrow a written acknowledgement of SYF's assignment of all rights, benefits and interest under the Existing Tenancies to MTB with effect from the Completion Date.
Salient terms and conditions of the SPA
(i) Payment Terms
The Purchase Price shall be paid in the following manner:-
(a) an initial sum of RM68,000.00 equivalent to 1% of the Purchase Price being refundable earnest deposit and part payment towards the Purchase Price ("Earnest Deposit") was paid by MTB to MTB's solicitors as stakeholders on the Vendor's acceptance of the offer made by the Manager prior to the execution of the SPA;
(b) a further sum of RM612,000.00 equivalent to 9% of the Purchase Price being refundable deposit and part payment towards the Purchase Price was paid by MTB to MTB's solicitors as stakeholders upon execution of the SPA;
(c) Pursuant to the SPA, the balance of the Purchase Price amounting to RM6,120,000.00 shall be paid within ninety (90) days from the unconditional date of the SPA by MTB to MTB's solicitors named in the SPA, to be held as stakeholders, who will be authorized to deal with the balance of the Purchase Price by, amongst others, redeeming all rights, benefits and interest to the Property from Alliance Bank; and
(d) MTB is entitled to a further extension of 30 days to pay the balance of the Purchase 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").
(ii) 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) SYF executing in escrow and depositing with MTB's solicitors as stakeholders the Deed of Assignment;
(b) SYF procuring and securing, at its own costs and expenses, a written consent from the Developer to directly transfer the Strata 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 Strata Title to MTB's solicitors as stakeholders;
(c) SYF's due observance and performance to the satisfaction of the Developer all conditions imposed by the Developer in consenting to the Direct Transfer and in executing and releasing the MOT, the original Strata 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's ("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 settlement of arrears of service charges;
(e) SYF's procurement from HASB & AYA, a written acknowledgement of their notice of the assignment of the Existing Tenancies by SYF to MTB with effect from the Completion Date;
(f) SYF'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; and
(g) MTB's satisfaction of the results of the due diligence review carried out on the Property and SYF.
Basis of the Purchase Price for the Property
The Purchase Price for the Property is derived on a willing-buyer willing-seller basis after taking into account the market value of the Property of RM6,800,000.00 as appraised by Rahim & Co, an independent firm of registered valuers, in its valuation report dated 19th April 2010. The valuation is derived using a combination of comparison method/cost approach and investment methods of valuation.
Liabilities to be assumed by AmFIRST REIT
The Trustee will not assume any liabilities pursuant to the Proposed Acquisition of the Property.
Source of funding
The Proposed Acquisition of the Property will be funded by internal funds.
3. INFORMATION ON THE VENDOR
SYF Trading Sdn Bhd (Company No. 94099-A)
SYF is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 9 December 1982. SYF principally carries out the business of trading furniture and related products. SYF is a wholly owned subsidiary of SYF Venture Sdn Bhd (Company No 670406-M) which is in turn a wholly owned subsidiary of SYF Resources Berhad (364372-H). As at the date hereof, SYF has an authorized capital is RM 10,000,000 divided into 10,000,000 ordinary shares of RM1.00 each of which all 10,000,000 shares have been issued and credited as fully paid up. SYF's registered office is located at Level 18, The Gardens North Tower, Mid Valley, Lingkaran Syed Putra, 59200 Kuala Lumpur.
4. RATIONALE FOR THE PROPOSED ACQUISITION OF THE PROPERTY
AmFIRST REIT has on 31 March 2008 announced the completion of the acquisition of "The Summit Subang USJ" which consists of a mixed development compromising of Office Lots, Retail Lots, Hotel and Car Park bays. This Proposed Acquisition of Property will enlarge the overall ownership of the Retail Lots at The Summit Subang USJ and enable AmFIRST REIT to have a strategic control and effective leasing of all the retail spaces. The Proposed Acquisition of Property is consistent with the investment objective and strategy of AmFIRST REIT and it will be accretive to AmFIRST REIT's distributable income.
5. EFFECTS OF THE PROPOSED ACQUISITION OF PROPERTY
Unit Capital and Substantial Unitholders' Unitholding
The Proposed Acquisition of Property will not have any effect on the total units in issue and substantial unitholders' unitholding of AmFIRST REIT as the purchase consideration will be paid entirely in cash.
NAV
The Proposed Acquisition of Property will have no impact or changes to the unaudited NAV of AmFIRST REIT at the time of completion.
Earnings
The Directors of the Manager expect the Proposed Acquisition of Property to contribute positively to the earnings of the Fund for the financial year ending 31 March 2011.
Gearing
The Manager intends to utilize it's internally funds, therefore there is no change in the gearing ratio of 39.55% of the audited total assets as at 31 March 2010, which is below the gearing limit of 50% prescribed by the REIT Guidelines.
6. APPROVALS REQUIRED FOR THE PROPOSED ACQUISITION OF THE PROPERTY
Pursuant to the REIT Guidelines, the valuation set out in the Proposed Acquisition of Property is not subject to approval by the Securities Commission nor the prior approval of the unitholders of AmFIRST REIT.
7. INTEREST OF DIRECTORS AND SUBSTANTIAL UNITHOLDERS OF AMFIRST REIT
None of the Directors of the Manager and substantial unitholders of AmFIRST REIT or persons connected to them, has interest, direct or indirect, in the Proposed Acquisition of Property.
8. RISK FACTORS
The Property may be subject to certain risks inherent in the property market industry. These include but not limited to the following:-
(a) Non-fulfillment of the conditions precedent stipulated in the SPA;
(b) Non registration of the transfer of the Title to the Property;
(c) Non-renewal of tenancy after expiry due to change in circumstances of the Tenant;
(d) The financial conditions of the Tenants, the Guarantor and the Vendor; and
(e) Acts of God, uninsurable losses and other factors.
9. ESTIMATED TIMEFRAME FOR COMPLETION
The Proposed Acquisition of Property is expected to be completed within a period of five months from the SPA date.
10. STATEMENT BY THE MANAGER
The Board, having considered the rationale of the Proposed Acquisition of Property, is of the opinion that the Proposed Acquisition of Property is in the best interest of the Fund.
11. DOCUMENTS FOR INSPECTION
The following documents are available for inspection at the registered office of the Manager at Level 22, Bangunan AmBank Group, No. 55 Jalan Raja Chulan, 50250 Kuala Lumpur or the place of business of MTB at 34th Floor, Menara Maybank, 100 Jalan Tun Perak, 50050 Kuala Lumpur during normal office hours from Monday to Friday (except on public holidays) for a period of three (3) months from the date of this announcement:-
(i) The SPA ;
(ii) Valuation report on the Property prepared by Rahim & Co dated 19th April 2010; and
(iii) Letter of Consent dated 2 February 2010 from the MTB addressed to the Manager for the above Proposed Acquisition of Property.
This announcement is dated 2 September 2010.
ARREIT - General Announcement
Announcement Type: General Announcement
Company Name: AMANAHRAYA REAL ESTATE INVESTMENT TRUST
Stock Name: ARREIT
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMANAHRAYA REAL ESTATE INVESTMENT TRUST ("ARREIT" OR "FUND")
- Proposed disposal by Kumpulan Wang Bersama ("KWB"), a fund under the trusteeship of Amanah Raya Berhad ("ARB") of 69,612,855 units in ARREIT ("Units") to Perbadanan Kemajuan Negeri Selangor ("PKNS")
Contents: The Board of Directors of AmanahRaya-REIT Managers Sdn Bhd, the management company of ARREIT, wishes to announce that ARB, acting as the trustee for KWB, notified that it had on 2 September 2010 entered into a conditional share sale agreement with PKNS to dispose of the Units from KWB to PKNS for a total consideration of RM66,132,212.25 or RM0.95 per Unit.
The sale and purchase of the Units shall take effect upon completion of the proposed acquisition by ARREIT, of 3 parcels of leasehold land located in the District of Petaling, Selangor Darul Ehsan together with the buildings erected thereon for a total purchase consideration of RM270,000,000 subject to the terms and conditions of the sale and purchase agreement entered into between CIMB Trustee Berhad, acting as the trustee for ARREIT and PKNS on 2 September 2010.
The Transaction Arranger for the proposed disposal of the Units by KWB to PKNS is Astramina Advisory Sdn Bhd.
This announcement is dated 2 September 2010.
Company Name: AMANAHRAYA REAL ESTATE INVESTMENT TRUST
Stock Name: ARREIT
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: AMANAHRAYA REAL ESTATE INVESTMENT TRUST ("ARREIT" OR "FUND")
- Proposed disposal by Kumpulan Wang Bersama ("KWB"), a fund under the trusteeship of Amanah Raya Berhad ("ARB") of 69,612,855 units in ARREIT ("Units") to Perbadanan Kemajuan Negeri Selangor ("PKNS")
Contents: The Board of Directors of AmanahRaya-REIT Managers Sdn Bhd, the management company of ARREIT, wishes to announce that ARB, acting as the trustee for KWB, notified that it had on 2 September 2010 entered into a conditional share sale agreement with PKNS to dispose of the Units from KWB to PKNS for a total consideration of RM66,132,212.25 or RM0.95 per Unit.
The sale and purchase of the Units shall take effect upon completion of the proposed acquisition by ARREIT, of 3 parcels of leasehold land located in the District of Petaling, Selangor Darul Ehsan together with the buildings erected thereon for a total purchase consideration of RM270,000,000 subject to the terms and conditions of the sale and purchase agreement entered into between CIMB Trustee Berhad, acting as the trustee for ARREIT and PKNS on 2 September 2010.
The Transaction Arranger for the proposed disposal of the Units by KWB to PKNS is Astramina Advisory Sdn Bhd.
This announcement is dated 2 September 2010.
HARTA - General Announcement
Announcement Type: General Announcement
Company Name: HARTALEGA HOLDINGS BERHAD
Stock Name: HARTA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: HARTALEGA HOLDINGS BERHAD ("HHB")
- Director's dealing in shares in HHB outside closed period pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
Contents: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements, Dato' Mohamed Zakri Bin Abdul Rashid, an independent non-executive director of HHB has given a notification that he has purchased ordinary shares in HHB, details of which is set out in the table below:-
Company Name: HARTALEGA HOLDINGS BERHAD
Stock Name: HARTA
Date Announced: 02/09/2010
Announcement Detail:
Type: Announcement
Subject: HARTALEGA HOLDINGS BERHAD ("HHB")
- Director's dealing in shares in HHB outside closed period pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
Contents: Pursuant to Paragraph 14.09(a) of the Main Market Listing Requirements, Dato' Mohamed Zakri Bin Abdul Rashid, an independent non-executive director of HHB has given a notification that he has purchased ordinary shares in HHB, details of which is set out in the table below:-
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