(Unless otherwise stated, definitions used in this
announcement shall carry the same meaning as defined in the Company’s
announcement dated 11 November 2014 in relation to the Memorandum of Agreement)
We
refer to the announcement made on 11 November 2014 in relation to the
Memorandum of Agreement.
The Board of Directors of MRB is pleased to furnish herewith the following
additional information as requested by Bursa Malaysia Securities Berhad via its
letter dated 13 November 2014:-
1.
The estimated total purchase consideration of RM27,450,000 was arrived at after
taking into consideration of, inter-alia, the guaranteed profit for the Condo 1
and Meru Dream Park projects amounting to RM27.38 million as provided by the
vendors. However, the purchase consideration is subject to the legal and
financial due diligence to be carried out on the abovementioned projects.
2.
GHSB’s Directors and substantial shareholders together with their respective
shareholdings are as follows:-
Mr.
Mooi Weng Wah is a Director and also a substantial shareholder with 1,400,000 ordinary
shares of RM1.00 each representing 70% of the entire share capital of GHSB.
Madam
Low Choon Len is a Director and also a substantial shareholder with 600,000 ordinary
shares of RM1.00 each representing 30% of the entire share capital of GHSB.
3.
In the event the purchase consideration in relation to the Proposed Acquisition
is partly satisfied via cash, the cash portion of the purchase consideration
will be satisfied via internally-generated funds and/or bank borrowings.
Further details will be announced in due course after signing of the share sale
agreement (“SSA”).
4.
There are no liabilities, including contingent liabilities and guarantee to be
assumed by MRB arising from the Proposed Acquisition.
5.
All the relevant information as per Appendix 10A of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad which are available to MRB
were duly incorporated and announced. Those information which are not available
now will be announced in due course after the due diligence process and signing
of the SSA.
6.
The prospects of the Proposed Acquisition are expected to be positive based on
the guaranteed profit from the two (2) projects of RM27.38 million. The Condo 1
and Meru Dream Park projects have the relevant Developer License and
Advertisement Permits. A valuation will be carried out on the said projects by
an independent firm of registered valuers to be appointed by MRB in due course.
7. The highest
percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph
10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad is 55.84%, at the point of signing MOA.
8.
MRB does not foresee any major risks involved in relation to the Proposed
Acquisition save and except those inherent to the business of property development.
However, these risks are not expected to have a material impact on the Group
and the Directors will continue to exercise due care in considering the risks
and benefits associated with the Proposed Acquisition. Further details will be
announced in due course upon signing of the SSA.
9. The Proposed
Acquisition is to expand into the area of property development as a natural and
strategic progression for the Group’s current businesses. Therefore, it would
not result in significant change in business direction or diversification of
business.
Further,
the Group is already undertaking works such as construction, infrastructure,
road building and sub-contracting works as part of its portfolio.
10.
The timeframe for completion of the due diligence is sixty (60) days from
signing of MOA. MRB is expected to enter into the SSA within a period of sixty
(60) days, from signing of MOA, provided that the legal and financial due
diligence team has the full assistance and co-operations from the Parties to
carry out the audit on GHSB and the current projects of Condo 1 and Meru Dream Park.
This announcement is
dated 14 November 2014.
