1.
INTRODUCTION
The Board of Directors of Golsta
Synergy Berhad (“GOLSTA”) wishes to
announce that its wholly-owned subsidiary, Golsta Sdn Bhd ("GSB")
had on 1st November 2012 entered into a Share Sale Agreement ("SSA") for the disposal of 2
ordinary shares of RM1/- each fully paid ("the Shares") representing 100% equity of Gothic Assets Sdn Bhd
("GASB") to Mr Sivagnanajothy
A/L N. Venkatesan (I/C No.580902-01-5839 ) of No. 618, Kampung Tiong Tambahan, 73400 Gemas,
Negeri Sembilan for one (1) share and Mr Robin (Passsport No.U317028) of Jalan Bakar Batu No.
23A, RT.001/RW.010. Desa/kel: Kemboja, Kecamatan: Tanjung Pinang Barat,
Indonesia for one (1) share (collectively known as "the Purchasers") for a total cash consideration of RM200,000/-
and payment of RM3.989 million for
advances taken as at 30 June 2012 (“GSB
Advances”) by P.T. Bakti Tani Nusantara, a 70%-owned subsidiary of GSB from
GOLSTA (“Sale Consideration”) (hereinafter
referred to as "the Disposal").
Upon completion of the Disposal, GASB will cease to be a subsidiary of GOLSTA.
2.
INFORMATION ON THE DISPOSAL
2.1 Particulars of GSB, GASB AND BTN
GSB was incorporated in Malaysia on 19 November 1984. The principal activities of GSB are design, fabrication and installation
of industrial plant and process engineering and related components. The authorised
share capital of GSB is 3,000,000 divided into 3,000,000 ordinary shares of
RM1/- each and the issued and paid up capital is RM3,000,000 comprising of 3,000,000
ordinary shares of RM1/- each fully paid.
GASB is a wholly-owned subsidiary of
GSB, which in turn is a wholly-owned subsidiary of GOLSTA. GASB was
incorporated in Malaysia on 19 May 2003 and its principal activities are
investment holding and plantation. The authorised share capital of GASB is
RM100,000/- divided into 100,000 ordinary shares of RM1/- each and the issued
and paid up capital is RM2/- comprising of 2 ordinary shares of RM1/- each
fully paid.
GASB has invested and owns 70% of the entire equity interest in PT. Bakti Tani
Nusantara (“BTN”), a company
incorporated in the Republic of Indonesia with its registered office at Batam,
Indonesia. The authorised and paid-up capital of BTN are USD300,000 comprises
of 3,000 shares of USD100.00 each.
BTN is principally involves in cultivation and marketing of oil palm seeds and
seedlings in Indonesia. BTN does not have any subsidiary and associated
company.
Based on the audited financial
statements of GASB for the financial year ended 31 December 2011 (“FYE 2011”),
the net tangible liabilities and loss after tax (“LAT”) of GASB amounted
to RM1.182 million and RM44,131/- respectively. The net tangible assets and LAT
of BTN in FYE 2011 was RM776,219/- and RM1.3 million respectively.
2.2
Basis of Sale Consideration
The Sale Consideration was arrived at on a willing-buyer willing-seller basis negotiated
between GSB and the Purchasers after taking into consideration the net assets
of GASB of RM797,502/- and net liabilities of BTN of RM133,681/- based on the
unaudited management accounts of GASB and BTN for the six (6) months financial
period ended 30 June 2012.
The Directors are of the view that
the Sale Consideration is fair and reasonable.�
2.3
Salient terms of the SSA
GSB has agreed to sell and the Purchasers have agreed to purchase the Shares,
as set out in Table 1 below, at the Sale Consideration free from all charges,
claims, liens, pledges, options, assignments, hypothecation, security interest,
pre-emption rights and all other encumbrances whatsoever and with all rights
and benefit which are now or at any time hereafter become attached hereto
without limitation to all bonuses, rights, dividends, distributions and
entitlements thereof declared paid or made as from the Completion Date i.e.
within three (3) months from the date of the SSA or such extended date to be
mutually agreed between GSB and the Purchasers.
Table 1
|
Vendor
|
Purchasers
|
No.
of ordinary shares of
RM1/-
each
|
Percentage
of shareholding (%)
|
|
GSB
|
Mr Sivagnanajothy A/L N.
Venkatesan
|
1
|
50
|
|
GSB
|
Mr Robin
|
1
|
50
|
|
|
Total:
|
2
|
100
|
The terms of payment are as follows:-
(a) The Purchasers had upon the execution of the SSA paid a sum of RM200,000/-
towards part payment of the Sale Consideration.
(b) The Purchasers shall also pay the remaining liability owing by GASB and BTN
to GOLSTA and GSB amounting to RM3.988 million within three (3) months from the
Completion Date.
2.4
Original cost of investment
The original cost of investment in GASB
by GSB was RM2/- on 1 October 2003. GASB has invested RM798,000/- in BTN in
November 2007.
2.5
Expected gains or losses arising from the Disposal
The Disposal is expected to result in a loss at GOLSTA’s group level of RM463,821/-
for the financial year ending 31 December 2012.
2.6 Proposed utilization of the proceeds
from the Disposal
The proceeds from the Disposal will be utilized as working capital within six (6)
months from the Completion Date of the Disposal.�
3. RATIONALE
The impending new threat faced by BTN is intense competition from the four (4)
new seedling producers. The competition has curbed the sales growth and
drastically increased the marketing costs. Unlike many competitors who are
planting their unsold seedlings in its own plantation, BTN do not have any
plantation which resulted in the unsold seedlings being discarded at a loss.
In view of the limitations faced by
BTN and the difficulties in turning around the business, the Disposal is in
line with the strategic direction of GOLSTA to streamline its operation in
order to focus on businesses and ventures which are viable and profitable in
the mid to long term. As such, the Disposal is considered a timely opportunity
for GOLSTA to exit from the non-profitable overseas businesses.
4. FINANCIAL EFFECTS
Save and except for the one-off loss on the Disposal of RM463,821/-, it is not
expected to have any material effect on the share capital, substantial
shareholders’ shareholding, earnings per share, net assets per share and
gearing of GOLSTA for the financial year ending 31 December 2012.
5. LIABILITIES ASSUMED
The Purchasers shall assume the liabilities owing by BTN to GSB amounting to
RM3.988 million.
6. PERCENTAGE RATIO�
Based on the latest audited
financial statements for the FYE 2011, the highest percentage ratio under
Paragraph 10.02(g) of Chapter 10 of the Main Market Listing Requirements applicable
to the Disposal is 17.55%, compared with the total assets
of GOLSTA.
7.
RISK FACTORS
The SSA is subject to the full payment of the Sale Consideration by the
Purchasers to GSB within the Completion Date and fulfillment of GSB's and the
Purchasers’ obligation pursuant to the terms in the SSA.
8. APPROVAL REQUIRED
The Disposal is not subject to the approval of the shareholders of GOLSTA or any
government authorities.
9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS
AND PERSONS CONNECTED WITH DIRECTORS AND/OR MAJOR SHAREHOLDERS
None of the Directors and/or Major Shareholders of GOLSTA or any persons
connected with them has any interest, whether direct or indirect, in the
Disposal.
10. DIRECTORS' OPINION
The Board of Directors of GOLSTA, having taking into consideration all aspects
of the Disposal, is of the opinion that the Disposal is in the best interest of
GOLSTA.
11. ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances, the Disposal is envisaged to be completed
by the first quarter of financial year ending 31 December 2013.
12. DOCUMENT AVAILABLE FOR INSPECTION
The SSA is available for inspection at the registered office of GOLSTA at No. 1-21C, Jalan
Desa 1/3, Desa Aman Puri, Kepong, 52100 Kuala Lumpur during normal business hours (9.00 a.m. to 6.00 p.m.) from
Mondays to Fridays (except public holidays) for a period of three (3) months
from the date of this announcement.