GENTING - GENTING BERHAD -Dealing by a Principal Officer
Announcement Type: General Announcement
Company Name: GENTING BERHAD
Stock Name: GENTING
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: GENTING BERHAD
-Dealing by a Principal Officer
Contents: Pursuant to Chapter 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, we set out below details of the dealings in the Company's securities by a principal officer.
Company Name: GENTING BERHAD
Stock Name: GENTING
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: GENTING BERHAD
-Dealing by a Principal Officer
Contents: Pursuant to Chapter 14.09(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, we set out below details of the dealings in the Company's securities by a principal officer.
SUNWAY - SUNWAY- EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Announcement Type: Listing Circular
Company Name: SUNWAY HOLDINGS BERHAD
Stock Name: SUNWAY
Date Announced: 28/12/2010
Announcement Detail:
Subject: SUNWAY- EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 133,000 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Thursday, 30 December 2010.
Company Name: SUNWAY HOLDINGS BERHAD
Stock Name: SUNWAY
Date Announced: 28/12/2010
Announcement Detail:
Subject: SUNWAY- EMPLOYEES' SHARE OPTION SCHEME ("SCHEME")
Contents: Kindly be advised that the abovementioned Company's additional 133,000 new ordinary shares of RM1.00 each issued pursuant to the aforesaid Scheme will be granted listing and quotation with effect from 9.00 a.m., Thursday, 30 December 2010.
JAKS - Change in Audit Committee
Announcement Type: Change in Audit Committee
Company Name: JAKS RESOURCES BERHAD
Stock Name: JAKS
Date Announced: 28/12/2010
Announcement Detail:
Date of change: 28/12/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Independent & Non Executive
Name: Datuk Kamarulzaman Bin Zainal
Age: 53
Nationality: Malaysian
Qualifications: Diploma in Mass Communications and Journalism, London College of Journalism
Working experience and occupation: Datuk Kamarulzaman started his career as a reporter in 1975. In 1991 he started his public service where he was the Press Secretary to Foreign Minister for seven years and then Press Secretary to the Deputy Prime Minister for another four years. He was a Director of Sistem Televisyen Malaysia Berhad and Media Prima Berhad before his retirement.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): Dato' Azman Bin Mahmood - Chairman, Independent Director
Mr Liew Jee Min @ Chong Jee Min - Member, Independent Director
Datuk Kamarulzaman Bin Zainal - Member, Independent Director
Company Name: JAKS RESOURCES BERHAD
Stock Name: JAKS
Date Announced: 28/12/2010
Announcement Detail:
Date of change: 28/12/2010
Type of change: Appointment
Designation: Member of Audit Committee
Directorate: Independent & Non Executive
Name: Datuk Kamarulzaman Bin Zainal
Age: 53
Nationality: Malaysian
Qualifications: Diploma in Mass Communications and Journalism, London College of Journalism
Working experience and occupation: Datuk Kamarulzaman started his career as a reporter in 1975. In 1991 he started his public service where he was the Press Secretary to Foreign Minister for seven years and then Press Secretary to the Deputy Prime Minister for another four years. He was a Director of Sistem Televisyen Malaysia Berhad and Media Prima Berhad before his retirement.
Directorship of public companies (if any): Nil
Family relationship with any director and/or major shareholder of the listed issuer: Nil
Any conflict of interests that he/she has with the listed issuer: Nil
Details of any interest in the securities of the listed issuer or its subsidiaries: Nil
Composition of Audit Committee (Name and Directorate of members after change): Dato' Azman Bin Mahmood - Chairman, Independent Director
Mr Liew Jee Min @ Chong Jee Min - Member, Independent Director
Datuk Kamarulzaman Bin Zainal - Member, Independent Director
JAKS - General Announcement
Announcement Type: General Announcement
Company Name: JAKS RESOURCES BERHAD
Stock Name: JAKS
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: JAKS RESOURCES BERHAD ("JAKS" or the "Company")
- JAKS SDN BHD SECURES RM201 MILLION CONSTRUCTION CONTRACT
Contents: The Board of Directors of JAKS Resources Berhad ("JAKS" or the "Company") is pleased to announce that its wholly-owned subsidiary, JAKS Sdn Bhd (JSB) has secured a RM201 million construction contract for the earthworks, retaining wall, piling works and sub-structure works for the proposed commercial development of Phase 1-5 Commercial Block of 15 storey and 4 storey basement at Lot 59215 (PM55) and 59216 (PN8025), Jalan PJU 1A/4, Ara Damansara, Petaling Jaya, Selangor Darul Ehsan ("Contract") from MNH Global Assets Management Sdn Bhd.
The Contract is expected to be completed by March 2012 and is expected to improve the future earnings of the JAKS Group.
None of the Directors or Major Shareholders of JAKS and persons connected with them has any interest, direct or indirect, in the Contract save that MNH Global Assets Management Sdn Bhd is wholly owned by Island Circle Development (M) Sdn Bhd (ICDSB), a major shareholder of JAKS Island Circle Sdn Bhd ("JIC"), which is 51%-owned by JSB and 49%-owned by ICDSB.
This announcement is dated 28 December 2010.
Company Name: JAKS RESOURCES BERHAD
Stock Name: JAKS
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: JAKS RESOURCES BERHAD ("JAKS" or the "Company")
- JAKS SDN BHD SECURES RM201 MILLION CONSTRUCTION CONTRACT
Contents: The Board of Directors of JAKS Resources Berhad ("JAKS" or the "Company") is pleased to announce that its wholly-owned subsidiary, JAKS Sdn Bhd (JSB) has secured a RM201 million construction contract for the earthworks, retaining wall, piling works and sub-structure works for the proposed commercial development of Phase 1-5 Commercial Block of 15 storey and 4 storey basement at Lot 59215 (PM55) and 59216 (PN8025), Jalan PJU 1A/4, Ara Damansara, Petaling Jaya, Selangor Darul Ehsan ("Contract") from MNH Global Assets Management Sdn Bhd.
The Contract is expected to be completed by March 2012 and is expected to improve the future earnings of the JAKS Group.
None of the Directors or Major Shareholders of JAKS and persons connected with them has any interest, direct or indirect, in the Contract save that MNH Global Assets Management Sdn Bhd is wholly owned by Island Circle Development (M) Sdn Bhd (ICDSB), a major shareholder of JAKS Island Circle Sdn Bhd ("JIC"), which is 51%-owned by JSB and 49%-owned by ICDSB.
This announcement is dated 28 December 2010.
HYTEXIN - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: PUBLIC INVESTMENT BANK BERHAD
Company Name: HYTEX INTEGRATED BERHAD
Stock Name: HYTEXIN
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: HYTEX INTEGRATED BERHAD ("HYTEX")
PROPOSED ISSUANCE OF RM4,967,936 NOMINAL VALUE OF FIVE (5) YEAR REDEEMABLE SECURED LOAN STOCKS ("RSLS") ("PROPOSED ISSUANCE OF RSLS")
Contents: We refer to the earlier announcements dated 22 October 2010 and 16 November 2010 in relation to the Proposed Issuance of RSLS.
On behalf of the Board of Directors of Hytex, Public Investment Bank Berhad ("PIVB") wishes to announce that the Securities Commission ("SC") had, vide its letter dated 27 December 2010, which was received on 28 December 2010, approved the Proposed Issuance of RSLS. The approval by the SC for the Proposed Issuance of RSLS is subject to the following terms and conditions:
Terms:
The Proposed Issuance of RSLS is based on the principal terms and conditions ("PTC") submitted to the SC on 22 December 2010.
Conditions:
(i) Hytex to fully disclose to prospective investors the actions taken by Bursa Malaysia Securities Berhad via its letters dated 6 September 2006, 20 October 2006, 31 October 2006 and 5 October 2009 to Hytex, to enable investors to make informed investment decision;
(ii) PIVB and Hytex to obtain the SC's prior approval should there be any changes to the PTC prior to the implementation of the RSLS;
(iii) PIVB to submit the following information and documents to the SC prior to the implementation of the RSLS:
(a) Issue date, tenure of issue and issue size;
(b) A certified true copy of the executed Trust Deeds; and
(c) Soft copy (in "PDF" format) of the following information or documents to be e-mailed to DS@seccom.com.my:
? The issue date, tenure of issue and issue size;
? The Information Memorandum deposited or to be deposited pursuant to Sections 229 and/or 230 of the Capital Markets and Services Act, 2007 ("CMSA");
? The executed Trust Deeds;
? The PTC for the RSLS in the following format:
- Font: Arial
- Font Size: 11
- Margins (Top, Down, Right, Left): 1.25"
- Spacing: Single;
(iv) In relation to any supplements to the Information Memorandum and Trust Deeds, to e-mail a copy of the same (in "PDF" format) to DS@seccom.com.my;
(v) PIVB to ensure that the selling restrictions imposed on the RSLS are fully disclosed to all prospective investors and relevant parties, including making such information available on the Fully Automated System for Issuing/Tendering ("FAST");
(vi) Hytex shall obtain all necessary approvals from all relevant parties in relation to the Proposed Issuance of RSLS and PIVB is to submit a written confirmation on the same to the SC prior to the issue date of the RSLS; and
(vii) PIVB is required to remind all relevant parties including Hytex and the Trustee to the Proposed Issuance of RSLS of the need to observe and fully comply with all statutory requirements, in particular, those set in Division 4 of Part VI of the CMSA.
This announcement is dated 28 December 2010.
Submitting Merchant Bank: PUBLIC INVESTMENT BANK BERHAD
Company Name: HYTEX INTEGRATED BERHAD
Stock Name: HYTEXIN
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: HYTEX INTEGRATED BERHAD ("HYTEX")
PROPOSED ISSUANCE OF RM4,967,936 NOMINAL VALUE OF FIVE (5) YEAR REDEEMABLE SECURED LOAN STOCKS ("RSLS") ("PROPOSED ISSUANCE OF RSLS")
Contents: We refer to the earlier announcements dated 22 October 2010 and 16 November 2010 in relation to the Proposed Issuance of RSLS.
On behalf of the Board of Directors of Hytex, Public Investment Bank Berhad ("PIVB") wishes to announce that the Securities Commission ("SC") had, vide its letter dated 27 December 2010, which was received on 28 December 2010, approved the Proposed Issuance of RSLS. The approval by the SC for the Proposed Issuance of RSLS is subject to the following terms and conditions:
Terms:
The Proposed Issuance of RSLS is based on the principal terms and conditions ("PTC") submitted to the SC on 22 December 2010.
Conditions:
(i) Hytex to fully disclose to prospective investors the actions taken by Bursa Malaysia Securities Berhad via its letters dated 6 September 2006, 20 October 2006, 31 October 2006 and 5 October 2009 to Hytex, to enable investors to make informed investment decision;
(ii) PIVB and Hytex to obtain the SC's prior approval should there be any changes to the PTC prior to the implementation of the RSLS;
(iii) PIVB to submit the following information and documents to the SC prior to the implementation of the RSLS:
(a) Issue date, tenure of issue and issue size;
(b) A certified true copy of the executed Trust Deeds; and
(c) Soft copy (in "PDF" format) of the following information or documents to be e-mailed to DS@seccom.com.my:
? The issue date, tenure of issue and issue size;
? The Information Memorandum deposited or to be deposited pursuant to Sections 229 and/or 230 of the Capital Markets and Services Act, 2007 ("CMSA");
? The executed Trust Deeds;
? The PTC for the RSLS in the following format:
- Font: Arial
- Font Size: 11
- Margins (Top, Down, Right, Left): 1.25"
- Spacing: Single;
(iv) In relation to any supplements to the Information Memorandum and Trust Deeds, to e-mail a copy of the same (in "PDF" format) to DS@seccom.com.my;
(v) PIVB to ensure that the selling restrictions imposed on the RSLS are fully disclosed to all prospective investors and relevant parties, including making such information available on the Fully Automated System for Issuing/Tendering ("FAST");
(vi) Hytex shall obtain all necessary approvals from all relevant parties in relation to the Proposed Issuance of RSLS and PIVB is to submit a written confirmation on the same to the SC prior to the issue date of the RSLS; and
(vii) PIVB is required to remind all relevant parties including Hytex and the Trustee to the Proposed Issuance of RSLS of the need to observe and fully comply with all statutory requirements, in particular, those set in Division 4 of Part VI of the CMSA.
This announcement is dated 28 December 2010.
PARKSON - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: PARKSON HOLDINGS BERHAD
Stock Name: PARKSON
Date Announced: 28/12/2010
Announcement Detail:
Date of buy back: 28/12/2010
Description of shares purchased: Ordinary shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 60,000
Minimum price paid for each share purchased ($$): 5.470
Maximum price paid for each share purchased ($$): 5.490
Total consideration paid ($$): 330,050.13
Number of shares purchased retained in treasury (units): 60,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,967,631
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.27
Company Name: PARKSON HOLDINGS BERHAD
Stock Name: PARKSON
Date Announced: 28/12/2010
Announcement Detail:
Date of buy back: 28/12/2010
Description of shares purchased: Ordinary shares of RM1.00 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 60,000
Minimum price paid for each share purchased ($$): 5.470
Maximum price paid for each share purchased ($$): 5.490
Total consideration paid ($$): 330,050.13
Number of shares purchased retained in treasury (units): 60,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 2,967,631
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.27
CHHB - General Announcement
Announcement Type: General Announcement
Company Name: COUNTRY HEIGHTS HOLDINGS BHD
Stock Name: CHHB
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: Country Heights Holdings Berhad ("CHHB" or "the Company")
- Early Full Redemption of the RM150 million 3% to 8% Redeemable Secured Bonds 1996/2011
Contents: The Company's announcement made on 23 December 2010 in relation to the extension of the RM150 million 3% to 8% Redeemable Secured Bonds 1996/2011 ("the Bonds") refers.
The Board of Directors of CHHB is pleased to announce that CHHB would redeem the Bonds in whole prior to the extended maturity date of the Bonds ("Maturity Date"), including interest accrued thereon ("Early Redemption").
Attachments: early redemption of bonds.pdf
Company Name: COUNTRY HEIGHTS HOLDINGS BHD
Stock Name: CHHB
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: Country Heights Holdings Berhad ("CHHB" or "the Company")
- Early Full Redemption of the RM150 million 3% to 8% Redeemable Secured Bonds 1996/2011
Contents: The Company's announcement made on 23 December 2010 in relation to the extension of the RM150 million 3% to 8% Redeemable Secured Bonds 1996/2011 ("the Bonds") refers.
The Board of Directors of CHHB is pleased to announce that CHHB would redeem the Bonds in whole prior to the extended maturity date of the Bonds ("Maturity Date"), including interest accrued thereon ("Early Redemption").
Attachments: early redemption of bonds.pdf
SUNCITY - General Announcement
Announcement Type: General Announcement
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY")
- SALE AND PURCHASE AGREEMENT BETWEEN ASLI BUDIMAS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNCITY AND BUKIT LENANG DEVELOPMENT SDN BHD
- SHAREHOLDERS' AGREEMENT BETWEEN SUNCITY, ASLI BUDIMAS SDN BHD, TUNKU OSMAN AHMAD AND GOH TEONG HOE
Contents: 1. INTRODUCTION
The Board of Directors of SunCity wishes to announce that Asli Budimas Sdn Bhd ("ABSB"), a wholly-owned subsidiary of SunCity has on 28 December 2010, entered into the following agreements with the following parties:-
(a) Sale and Purchase Agreement ("SPA") with Bukit Lenang Development Sdn Bhd ("BLD") to purchase parcels of land held under PTD No. 64070 to 64099 HS(D) No. 151079 to 151108, PTD No. 64105 HS(D) No. 151114, PTD No. 64198 to 64323 HS(D) No. 151207 to 151332, PTD No. 64325 HS(D) No. 151334, PTD No. 64342 to 64513 HS(D) No. 151351 to 151522, PTD No. 64515 HS(D) No. 151524 and PTD No. 64517 to 64592 HS(D) No. 151526 to 151601 in the Mukim of Plentong, Daerah Johor Bahru, Negeri Johor measuring in total approximately 2,815,683 sq. ft. ("the Land") for a total purchase consideration of RM134,528,000/- ("Proposed Acquisition"); and
(b) Shareholders' Agreement with SunCity, Tunku Osman Ahmad and Goh Teong Hoe to regulate the relationship of the parties as shareholders of ABSB and in relation to the conduct of the business and affairs of ABSB ("Proposed Joint Venture").
2. INFORMATION ON SUNCITY, ABSB AND BLD
2.1 SUNCITY
SunCity is a company incorporated in Malaysia and having its registered office 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 RM470,011,432/- respectively. The principal activities of SunCity are property development and investment, and investment holding.
2.2 ABSB
ABSB is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of ABSB are RM100,000/- and RM2/- respectively. The intended principal activity of ABSB is property development.
2.3 BLD
BLD is a company incorporated in Malaysia and having its registered office at No. 67 & 69B, Jalan Kuning Dua, Taman Pelangi, 80400 Johor Bahru, Johor. The authorised and paid-up share capital of BLD are RM50,000,000/- and RM30,000,000/- respectively. The principal activity of BLD is property development.
3. SALIENT TERMS OF THE SPA AND SHAREHOLDERS' AGREEMENT
3.1 SPA
Pursuant to the SPA, ABSB will acquire the Land free from all encumbrances together with vacant possession and all rights, title and interest therein and thereto but subject to the conditions of title and restrictions-in-interests endorsed on the document of title to the Land or otherwise affecting the Land for a total purchase consideration of RM134,528,000/-.
The total purchase consideration shall be satisfied by ABSB as follows:-
(a) RM13,000,000/- paid upon signing of the SPA;
(b) RM7,000,000/- paid to ABSB's solicitors as stakeholder pending fulfillment of conditions precedent;
(c) RM32,158,038/- being redemption sum to Affin Bank Berhad to discharge the charge created on the Land in favour of Affin Bank Berhad within 90 days from the date the SPA becomes unconditional or such longer period as agreed by the parties, or alternatively to enter into such arrangements as may be acceptable to Affin Bank Berhad;
(d) The differential amount between RM60,000,000/- and all sums paid under items (a) and (b) above shall be paid to BLD within 120 days from the date the SPA becomes unconditional or such longer period as the parties may agree; and
(e) An aggregate amount equivalent to 8% of the gross development value to be carried out on the Land provided the amount payable to BLD shall not be less than the minimum amount of RM74,528,000/- and this shall be paid on a pro-rated basis against the sales value of each unit sold to and paid by the purchasers.
The conditions precedent to be satisfied by BLD within 60 days from the date of the SPA or such longer period as determined by ABSB are:-
(a) removal of existing caveats on the Land and ABSB being satisfied with the results of the due diligence on the Land; and
(b) BLD procuring the registration of land titles currently in the name of third parties in favour of BLD and having deposited with ABSB all original issue documents of title to the land titles.
3.2 SHAREHOLDERS' AGREEMENT
The Shareholders' Agreement outlines the arrangement of the respective parties in respect of the Proposed Joint Venture and regulates the relationship of the parties as shareholders of ABSB which is a special purpose vehicle set up specifically to purchase and undertake a property development project on the Land.
The proposed shareholding structure of ABSB pursuant to the Shareholders' Agreement is as follows:-
(a) SunCity - 80%
(b) Tunku Osman Ahmad - 10%
(c) Goh Teong Hoe - 10%
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The total purchase consideration for the Proposed Acquisition was arrived at on a willing buyer willing seller basis.
5. LIABILITIES TO BE ASSUMED
There are no liabilities (including contingent liabilities and guarantees) to be assumed by SunCity arising from the Proposed Acquisition.
6. RATIONALE
The Proposed Acquisition will provide SunCity with an estimated gross development value of RM932 million when the Land is fully developed. The Land is strategically located within Iskandar Malaysia development region. It is surrounded by other matured townships like Taman Molek, Redang Villa, Taman Redang and Taman Johor Jaya.
It is located near Ponderosa Golf and Country Club of Johor Bahru, situated along Persisiran Bumi Hijau adjoining to Laman Tasik Pandan Recreational Park. The Land is easily accesible via Tebrau and Kota Tinggi Highway as well as other local main access roads such as Jalan Molek and Jalan Harmoni Utama. The development will also be well supported by surrounding amenities like schools, hypermarkets, shopping centre, banks, healthcare centres, etc.
Presently, the property market of Johor sees an uptrend cycle, boosted by Iskandar Malaysia development as a whole. SunCity aims to transform its first flagship project in Johor into high-end niche residential development. Through its strong product innovation, customer-focused and high value creation, SunCity is confident that the Proposed Acquisition will meet homebuyers' demand for higher living quality in Johor.
7. FEASIBILITY STUDY
A feasibility study was conducted jointly by SunCity and BLD prior to the entering of the SPA.
The preliminary feasibility study of the Proposed Acquisition features mixed residential (eg. townhouse, bungalow, semi-detached and condominium) complemented by integrated and high quality amenities.
Based on the results of the feasibility study, SunCity is of the view that the project is financially viable.
8. PROSPECTS
In its quest for expansion, SunCity has determined Johor as one of its key state due to Johor's huge population and high economic growth.
SunCity aims to replicate its success in the Johor market by consolidating its years of experience and expertise in building quality residential and commercial properties.
Hence, with the improving economic sentiment and the strategic location of the Land, SunCity is confident that the take up rate will be strong once the project is launched.
9. RISKS FACTORS
The property development industry is cyclical in nature. The achievability of future earnings is highly dependent on inter alia, the location and the type of development, ability to obtain relevant approvals, performance of building contractors as well as the general market conditions.
SunCity will continuously monitor the market sentiment and time the launch when there is a strong demand for residential properties.
10. SOURCE OF FUNDS
ABSB will fund the Proposed Acquisition and Proposed Joint Venture through bank borrowings and internally generated funds.
11. EFFECTS OF THE PROPOSED ACQUISITION AND PROPOSED JOINT VENTURE
11.1 On Share Capital and Substantial Shareholders' Shareholding
The Proposed Acquisition and Proposed Joint Venture will not have any effect on the share capital and substantial shareholders' shareholding of SunCity as they do not involve any allotment or issuance of new shares by SunCity.
11.2 On Earnings Per Share, Net Assets Per Share and Gearing
The Proposed Acquisition and Proposed Joint Venture are 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. However, the Proposed Joint Venture is expected to contribute positively to the future earnings of SunCity Group.
12. APPROVALS REQUIRED
The Proposed Acquisition and Proposed Joint Venture do not require approval from the shareholders of SunCity. The development of the Land is subject to approval/consent of the relevant authorities.
13. 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 and Proposed Joint Venture.
14. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of SunCity is of the opinion that the Proposed Acquisition and Proposed Joint Venture are in the best interests of SunCity Group.
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 as set out in Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in relation to the Proposed Acquisition is approximately 6.19% 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 year ended 31 December 2009.
16. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
The Proposed Acquisition is deemed completed upon the signing of the SPA.
17. DOCUMENTS AVAILABLE FOR INSPECTION
The SPA and Shareholders' Agreement 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 28 December 2010.
Company Name: SUNWAY CITY BERHAD
Stock Name: SUNCITY
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: SUNWAY CITY BERHAD ("SUNCITY")
- SALE AND PURCHASE AGREEMENT BETWEEN ASLI BUDIMAS SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SUNCITY AND BUKIT LENANG DEVELOPMENT SDN BHD
- SHAREHOLDERS' AGREEMENT BETWEEN SUNCITY, ASLI BUDIMAS SDN BHD, TUNKU OSMAN AHMAD AND GOH TEONG HOE
Contents: 1. INTRODUCTION
The Board of Directors of SunCity wishes to announce that Asli Budimas Sdn Bhd ("ABSB"), a wholly-owned subsidiary of SunCity has on 28 December 2010, entered into the following agreements with the following parties:-
(a) Sale and Purchase Agreement ("SPA") with Bukit Lenang Development Sdn Bhd ("BLD") to purchase parcels of land held under PTD No. 64070 to 64099 HS(D) No. 151079 to 151108, PTD No. 64105 HS(D) No. 151114, PTD No. 64198 to 64323 HS(D) No. 151207 to 151332, PTD No. 64325 HS(D) No. 151334, PTD No. 64342 to 64513 HS(D) No. 151351 to 151522, PTD No. 64515 HS(D) No. 151524 and PTD No. 64517 to 64592 HS(D) No. 151526 to 151601 in the Mukim of Plentong, Daerah Johor Bahru, Negeri Johor measuring in total approximately 2,815,683 sq. ft. ("the Land") for a total purchase consideration of RM134,528,000/- ("Proposed Acquisition"); and
(b) Shareholders' Agreement with SunCity, Tunku Osman Ahmad and Goh Teong Hoe to regulate the relationship of the parties as shareholders of ABSB and in relation to the conduct of the business and affairs of ABSB ("Proposed Joint Venture").
2. INFORMATION ON SUNCITY, ABSB AND BLD
2.1 SUNCITY
SunCity is a company incorporated in Malaysia and having its registered office 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 RM470,011,432/- respectively. The principal activities of SunCity are property development and investment, and investment holding.
2.2 ABSB
ABSB is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of ABSB are RM100,000/- and RM2/- respectively. The intended principal activity of ABSB is property development.
2.3 BLD
BLD is a company incorporated in Malaysia and having its registered office at No. 67 & 69B, Jalan Kuning Dua, Taman Pelangi, 80400 Johor Bahru, Johor. The authorised and paid-up share capital of BLD are RM50,000,000/- and RM30,000,000/- respectively. The principal activity of BLD is property development.
3. SALIENT TERMS OF THE SPA AND SHAREHOLDERS' AGREEMENT
3.1 SPA
Pursuant to the SPA, ABSB will acquire the Land free from all encumbrances together with vacant possession and all rights, title and interest therein and thereto but subject to the conditions of title and restrictions-in-interests endorsed on the document of title to the Land or otherwise affecting the Land for a total purchase consideration of RM134,528,000/-.
The total purchase consideration shall be satisfied by ABSB as follows:-
(a) RM13,000,000/- paid upon signing of the SPA;
(b) RM7,000,000/- paid to ABSB's solicitors as stakeholder pending fulfillment of conditions precedent;
(c) RM32,158,038/- being redemption sum to Affin Bank Berhad to discharge the charge created on the Land in favour of Affin Bank Berhad within 90 days from the date the SPA becomes unconditional or such longer period as agreed by the parties, or alternatively to enter into such arrangements as may be acceptable to Affin Bank Berhad;
(d) The differential amount between RM60,000,000/- and all sums paid under items (a) and (b) above shall be paid to BLD within 120 days from the date the SPA becomes unconditional or such longer period as the parties may agree; and
(e) An aggregate amount equivalent to 8% of the gross development value to be carried out on the Land provided the amount payable to BLD shall not be less than the minimum amount of RM74,528,000/- and this shall be paid on a pro-rated basis against the sales value of each unit sold to and paid by the purchasers.
The conditions precedent to be satisfied by BLD within 60 days from the date of the SPA or such longer period as determined by ABSB are:-
(a) removal of existing caveats on the Land and ABSB being satisfied with the results of the due diligence on the Land; and
(b) BLD procuring the registration of land titles currently in the name of third parties in favour of BLD and having deposited with ABSB all original issue documents of title to the land titles.
3.2 SHAREHOLDERS' AGREEMENT
The Shareholders' Agreement outlines the arrangement of the respective parties in respect of the Proposed Joint Venture and regulates the relationship of the parties as shareholders of ABSB which is a special purpose vehicle set up specifically to purchase and undertake a property development project on the Land.
The proposed shareholding structure of ABSB pursuant to the Shareholders' Agreement is as follows:-
(a) SunCity - 80%
(b) Tunku Osman Ahmad - 10%
(c) Goh Teong Hoe - 10%
4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION
The total purchase consideration for the Proposed Acquisition was arrived at on a willing buyer willing seller basis.
5. LIABILITIES TO BE ASSUMED
There are no liabilities (including contingent liabilities and guarantees) to be assumed by SunCity arising from the Proposed Acquisition.
6. RATIONALE
The Proposed Acquisition will provide SunCity with an estimated gross development value of RM932 million when the Land is fully developed. The Land is strategically located within Iskandar Malaysia development region. It is surrounded by other matured townships like Taman Molek, Redang Villa, Taman Redang and Taman Johor Jaya.
It is located near Ponderosa Golf and Country Club of Johor Bahru, situated along Persisiran Bumi Hijau adjoining to Laman Tasik Pandan Recreational Park. The Land is easily accesible via Tebrau and Kota Tinggi Highway as well as other local main access roads such as Jalan Molek and Jalan Harmoni Utama. The development will also be well supported by surrounding amenities like schools, hypermarkets, shopping centre, banks, healthcare centres, etc.
Presently, the property market of Johor sees an uptrend cycle, boosted by Iskandar Malaysia development as a whole. SunCity aims to transform its first flagship project in Johor into high-end niche residential development. Through its strong product innovation, customer-focused and high value creation, SunCity is confident that the Proposed Acquisition will meet homebuyers' demand for higher living quality in Johor.
7. FEASIBILITY STUDY
A feasibility study was conducted jointly by SunCity and BLD prior to the entering of the SPA.
The preliminary feasibility study of the Proposed Acquisition features mixed residential (eg. townhouse, bungalow, semi-detached and condominium) complemented by integrated and high quality amenities.
Based on the results of the feasibility study, SunCity is of the view that the project is financially viable.
8. PROSPECTS
In its quest for expansion, SunCity has determined Johor as one of its key state due to Johor's huge population and high economic growth.
SunCity aims to replicate its success in the Johor market by consolidating its years of experience and expertise in building quality residential and commercial properties.
Hence, with the improving economic sentiment and the strategic location of the Land, SunCity is confident that the take up rate will be strong once the project is launched.
9. RISKS FACTORS
The property development industry is cyclical in nature. The achievability of future earnings is highly dependent on inter alia, the location and the type of development, ability to obtain relevant approvals, performance of building contractors as well as the general market conditions.
SunCity will continuously monitor the market sentiment and time the launch when there is a strong demand for residential properties.
10. SOURCE OF FUNDS
ABSB will fund the Proposed Acquisition and Proposed Joint Venture through bank borrowings and internally generated funds.
11. EFFECTS OF THE PROPOSED ACQUISITION AND PROPOSED JOINT VENTURE
11.1 On Share Capital and Substantial Shareholders' Shareholding
The Proposed Acquisition and Proposed Joint Venture will not have any effect on the share capital and substantial shareholders' shareholding of SunCity as they do not involve any allotment or issuance of new shares by SunCity.
11.2 On Earnings Per Share, Net Assets Per Share and Gearing
The Proposed Acquisition and Proposed Joint Venture are 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. However, the Proposed Joint Venture is expected to contribute positively to the future earnings of SunCity Group.
12. APPROVALS REQUIRED
The Proposed Acquisition and Proposed Joint Venture do not require approval from the shareholders of SunCity. The development of the Land is subject to approval/consent of the relevant authorities.
13. 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 and Proposed Joint Venture.
14. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of SunCity is of the opinion that the Proposed Acquisition and Proposed Joint Venture are in the best interests of SunCity Group.
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 as set out in Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad in relation to the Proposed Acquisition is approximately 6.19% 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 year ended 31 December 2009.
16. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION
The Proposed Acquisition is deemed completed upon the signing of the SPA.
17. DOCUMENTS AVAILABLE FOR INSPECTION
The SPA and Shareholders' Agreement 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 28 December 2010.
ANNJOO-CA - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Name: ANNJOO-CA: CW ANN JOO RESOURCES BERHAD (AM)
Stock Name: ANNJOO-CA
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: AmINVESTMENT BANK BERHAD ("AMINVESTMENT BANK")
EXPIRY OF EUROPEAN STYLE CASH-SETTLED CALL WARRANTS OVER ORDINARY SHARES OF ANN JOO RESOURCES BERHAD ("ANNJOO") ("ANNJOO-CA")
Contents: We wish to announce that the ANNJOO-CA expired at 5.00 p.m. on 28 December 2010 ("Expiry Date") and the Cash Settlement Amount shall be calculated as below.
Cash Settlement Amount:
= Number of ANNJOO-CA x (Closing Price - Exercise Price) x (1/Exercise Ratio) - Exercise Expenses
= Number of ANNJOO-CA x (RM2.8986 - RM2.60) x (1/4) - Exercise Expenses
= Number of ANNJOO-CA x RM0.0747 - Exercise Expenses
where:
Exercise Expenses = 0.3% x Number of ANNJOO-CA x RM0.0747
The Closing Price of RM2.8986 is the 5-day volume-weighted average price (VWAP) of the ANNJOO shares on each of the 5 market days immediately before the Expiry Date.
The Cash Settlement Amount shall be despatched as soon as practicable and no later than 7 market days following the Expiry Date by way of a crossed cheque drawn in favour of the warrantholder. Any payment made shall be delivered by ordinary post.
This announcement is dated 28 December 2010.
Submitting Merchant Bank: AMINVESTMENT BANK BERHAD
Name: ANNJOO-CA: CW ANN JOO RESOURCES BERHAD (AM)
Stock Name: ANNJOO-CA
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: AmINVESTMENT BANK BERHAD ("AMINVESTMENT BANK")
EXPIRY OF EUROPEAN STYLE CASH-SETTLED CALL WARRANTS OVER ORDINARY SHARES OF ANN JOO RESOURCES BERHAD ("ANNJOO") ("ANNJOO-CA")
Contents: We wish to announce that the ANNJOO-CA expired at 5.00 p.m. on 28 December 2010 ("Expiry Date") and the Cash Settlement Amount shall be calculated as below.
Cash Settlement Amount:
= Number of ANNJOO-CA x (Closing Price - Exercise Price) x (1/Exercise Ratio) - Exercise Expenses
= Number of ANNJOO-CA x (RM2.8986 - RM2.60) x (1/4) - Exercise Expenses
= Number of ANNJOO-CA x RM0.0747 - Exercise Expenses
where:
Exercise Expenses = 0.3% x Number of ANNJOO-CA x RM0.0747
The Closing Price of RM2.8986 is the 5-day volume-weighted average price (VWAP) of the ANNJOO shares on each of the 5 market days immediately before the Expiry Date.
The Cash Settlement Amount shall be despatched as soon as practicable and no later than 7 market days following the Expiry Date by way of a crossed cheque drawn in favour of the warrantholder. Any payment made shall be delivered by ordinary post.
This announcement is dated 28 December 2010.
KENMARK - General Announcement
Announcement Type: General Announcement
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: Kenmark Industrial Co. (M) Berhad (In Liquidation) ("Kenmark" or "the Company")
- Delisting of the entire issued and paid-up share capital of Kenmark from the official list of Bursa Malaysia Securities Berhad pursuant to paragraph 16.11(2)(d) of the Listing Requirements
Contents: The Company wishes to announce that it has on today received a letter from Bursa Malaysia Securities Berhad ("Bursa Securities") dated 28 December 2010 advising the decision of Bursa Securities to remove the entire issued and paid-up share capital of Kenmark from the Official List of Bursa Securities with effect from 9.00 a.m. on Friday, 31 December 2010.
This announcement is dated 28 December 2010.
Company Name: KENMARK INDUSTRIAL CO. (M) BERHAD
Stock Name: KENMARK
Date Announced: 28/12/2010
Announcement Detail:
Type: Announcement
Subject: Kenmark Industrial Co. (M) Berhad (In Liquidation) ("Kenmark" or "the Company")
- Delisting of the entire issued and paid-up share capital of Kenmark from the official list of Bursa Malaysia Securities Berhad pursuant to paragraph 16.11(2)(d) of the Listing Requirements
Contents: The Company wishes to announce that it has on today received a letter from Bursa Malaysia Securities Berhad ("Bursa Securities") dated 28 December 2010 advising the decision of Bursa Securities to remove the entire issued and paid-up share capital of Kenmark from the Official List of Bursa Securities with effect from 9.00 a.m. on Friday, 31 December 2010.
This announcement is dated 28 December 2010.
No comments:
Post a Comment