1. INTRODUCTION
The Board of Directors of AEON (“Board”) is pleased to announce that the Company has on 10 July 2014 entered into a Sale and Purchase Agreement (“SPA”) with GENTING PROPERTY SDN. BHD. (Company No. 230132-V) having its registered office at 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur and its business address at 3rd Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur ( “Vendor”) in respect of the acquisition of one (1) piece of freehold land held under H.S. (D) 61139, PTD 52836, Mukim Simpang Kanan, Daerah Batu Pahat, Negeri Johor measuring 20 acres or approximately 871,200 square feet ( “the Sale Property”) at a purchase price of Ringgit Malaysia Thirty Four Million Eight Hundred and Forty Eight Thousand (RM34, 848,000.00) only for the purpose of constructing and operating the business of a shopping centre with car parks and departmental stores cum supermarket (“Complex”) in accordance with all the terms and conditions as stipulated in the SPA ( “Acquisition”).
2. THE ACQUISITION
2.1 Information on the Sale Property
(i) Genting Plantations (WM) Sdn. Bhd. (Company No. 3891-W) ( “Land Owner”) is the registered owner of one (1) piece of freehold land held under H.S. (D) 61139, PTD 52836, Mukim Simpang Kanan, Daerah Batu Pahat, Negeri Johor measuring 3,062.7 hectares (“Land”).
(ii) The Land Owner and the Vendor are wholly owned subsidiaries of Genting Plantations Berhad (Company No. 34993-X).
(iii) The Vendor shall, at its own cost and expense, procure the Sale Property from the Land Owner and resell the Sale Property to the Company.
(iv) The Vendor shall, at its own cost and expense, apply for and obtain the necessary approval from the relevant authorities for the surrender and subdivision of the Sale Property, (“Surrender and Subdivision”) in accordance with the Master Lay-Out Plan, including amendments thereto as may be approved by the relevant authorities from time to time and procure the issuance of a separate document of title of the Sale Property (the “Title”) with a land use (“Land Use”) of BUILDING COMMERCIAL SHOPPING CENTRE or its equivalent for operating the Complex with such express conditions and restriction in interest (if any) as contained in the Title.
(v) The Vendor is desirous of selling the Sale Property and the Company is desirous of purchasing the Sale Property free from encumbrances and with vacant possession, but otherwise subject to all the conditions whether expressed or implied and restrictions-in-interest endorsed on the Title and upon issuance of the same and upon the terms and conditions of the SPA.
2.2 Basis of arriving at the purchase consideration
The purchase consideration for the Acquisition amounting to Ringgit Malaysia Thirty Four Million Eight Hundred and Forty Eight Thousand (RM34, 848,000.00) Only is arrived at the rate of Ringgit Malaysia Forty (RM40.00) Only per square feet on an estimated total area of approximately 20 acres or 871,200 square feet of the Sale Property. The purchase consideration was arrived at a “willing-buyer willing-seller” basis in an arm’s-length transaction after taking into consideration the potential development of the Sale Property , the range of market values for similar lands in the vicinity and the valuation carried out by the Company’s valuer, Henry & Butcher Malaysia (Muar) Sdn Bhd on 15 March 2012 which adopted the Comparison Method. The Comparison Method entails analyzing recent transactions and asking prices of similar properties in and around the locality for comparison purposes with adjustments made for differences in location, accessibility, visibility/exposure, terrain, size and shape of land, tenure, planning status, title restrictions if any and other relevant characteristics to arrive at the market value. The Company is not able to disclose the net book value of the Sale Property as the said net book value is not made known to the Company. The Acquisition will be fully satisfied by cash and funded by the Company’s internal generated funds.
2.3 Assumption of liabilities including contingent liabilities and guarantees
The Company will not be assuming any liabilities including contingent liabilities and guarantees pursuant to the Acquisition.
2.4 Salient terms and conditions of SPA
The salient terms and conditions of the SPA, among others, are as follows:-
2.4.1 The Vendor agrees to sell and the Company agrees to purchase the Sale Property free from all encumbrances, whether legal or equitable, but subject to all conditions express or implied in the issue document of title to the Sale Property and the terms and conditions in the SPA.
2.4.2 The completion of the SPA of the Sale Property is subject to and conditional upon the fulfillment of the following conditions precedent (hereinafter referred to as the “Conditions Precedent”) within twenty (20) months from the date of the SPA or such other extended date as may be mutually agreed by the parties (hereinafter referred to as the “Conditional Period”):-
(a) The Vendor shall procure the Sale Property from the Land Owner and furnish the Company a copy of the Title which shall evidence that the Sale Property consists of an area measuring approximately 20 acres or 871,200 square feet with a Land Use for building/commercial. In the event the new title for the Sale Property consists of the restriction in interest which affects the transfer of the Sale Property to the Company, the Vendor shall obtain the approval from the relevant authorities for the transfer of the Sale Property to the Purchaser;
(b) The Vendor shall at its own costs and expenses apply for the Planning Approval/ approval for the Development Order in respect of the development of the Complex;
(c) The Company shall, at its own costs and expenses, obtain the building plan approval for the construction and operation of the Complex on the Sale Property from the relevant authorities (“Building Plan Approval”);
(d) The Company shall, at its own costs and expenses, apply for and obtain the approval of the Economic Planning Unit, Prime Minister Department (if required) for the acquisition of the Sale Property for the opening of the shopping centre in accordance with the terms of the SPA ( “EPU Approval”);
(e) The Company shall, at its own costs and expenses, apply for and obtain the approval of the State Authority for the acquisition of the Sale Property in accordance with the terms of the SPA under Section 433(B) of the National Land Code 1965; and
(f) The Company shall, at its own costs and expenses, obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Cooperative and Consumerism for the operation of the Complex and the departmental store cum supermarket on the Sale Property ( “DTC Approval”).
2.4.3 The Purchase Price shall be calculated at a rate of Ringgit Malaysia Forty (RM40.00) Only per square feet and shall be/ has been paid by the Purchaser in the following manner which payments need not necessarily be made in the following chronological order:-
(a) The Company has paid to the Vendor, the sum of Ringgit Malaysia Three Hundred Forty Eight Thousand Four Hundred and Eighty (RM348,480.00) Only being a sum equivalent to one percent (1%) of the Purchase Price ( “Earnest Deposit”) upon obtaining a written notice from the Vendor confirming the acceptance and agreement to all the salient terms stated in the Head of Agreement dated 28 November 2013 for the purchase of the Sale Property;
(b) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia Three Million One Hundred Thirty Six Thousand Three Hundred and Twenty (RM3,136,320.00) Only being a sum equivalent to nine percent (9%) of the Purchase Price upon the execution of the SPA as the deposit ( “Balance Deposit”). The Earnest Deposit and Balance Deposit shall hereinafter collectively be referred to as the “Deposit” for the SPA and shall form part of the Purchase Price upon execution of the SPA;
(c) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Three Million Four Hundred Eighty Four Thousand Eight Hundred (RM3,484,800.00) Only being a sum equivalent to ten percent (10%) of the Purchase Price (“First Payment”) not later than fourteen (14) days from the date of the Purchaser’s receipt of the DTC Approval and EPU Approval , whichever is the later;
(d) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Six Million Nine Hundred Sixty Nine Thousand Six Hundred (RM6,969,600.00) Only being a sum equivalent to twenty percent (20%) of the Purchase Price ( “Second Payment”) not later than fourteen (14) days from the date of the Company’s receipt of the Building Plan Approval;
(e) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Six Million Nine Hundred Sixty Nine Thousand Six Hundred (RM6,969,600.00) Only being a sum equivalent to twenty percent (20%) of the Purchase Price ( “Third Payment”) not later than fourteen (14) days from the date of the Company’s receipt of a written notice from the Vendor pertaining to the completion of the Infrastructure (hereinafter defined) in accordance with Clause 4.1 of the SPA;
(f) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Six Million Nine Hundred Sixty Nine Thousand Six Hundred (RM6,969,600.00) Only being a sum equivalent to twenty percent (20%) of the Purchase Price ( “Fourth Payment”) not later than fourteen (14) days from the date of the Company’s receipt of the State Authority 433B Transfer Approval and the approval required to be obtained by the Vendor by virtue of any restrictions on the Title (if applicable), whichever is the later; and
(g) The Company shall pay to the stakeholders the sum of Ringgit Malaysia Six Million Nine Hundred Sixty Nine Thousand Six Hundred (RM6,969,600.00) Only being a sum equivalent to twenty percent (20%) of the Purchase Price ( “Final Payment”) together with all such other amounts owing by the Company pursuant to the terms of the SPA (if any) six (6) weeks after the Unconditional Date as defined in SPA.
2.5 Background Information on the Vendor
The Vendor is a private limited company incorporated in Malaysia with its place of business at 3rdFloor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur. The Vendor is a wholly owned subsidiary of Genting Plantations Berhad (Company No. 34993-X) with its nature of business relating to property development.
2.6 Completion Date
The Completion Date shall be on the day of the presentation of the Transfer Documents for the purpose of registration at the relevant land office by the expiry of presentation period as stipulated in the SPA. The Transfer Documents include:-
i) a duly executed and stamped Memorandum of Transfer of the Sale Property in favour of the Company;
ii) the original Issue Document of Title of the Sale Property with the name of the Land Owner duly endorsed as the registered owner;
iii) the current quit rent and assessment receipt for the Sale Property; and
iv) such other documents (if any) required by the relevant land office to effect the registration of the Sale Property in favour of the Company free from encumbrances.
3. RATIONALE FOR THE ACQUISITION INCLUDING ANY BENEFIT WHICH IS EXPECTED TO ACCRUE
The Acquisition is in line with AEON’s corporate strategy of accelerating the expansion of its retail business through opening of new malls and outlets.
4. FINANCIAL EFFECTS OF THE ACQUISITION
The Acquisition is not expected to have any material impact on the earnings per share, net assets per share and gearing of the Company for the financial year ending 31 December 2014. There will be no change in the share capital and substantial shareholders’ shareholding of the Company.
5. PROSPECT
The Acquisition is part of the Company’s expansion plan for opening new mall and outlets in strategic locations for the convenience of customers. The Acquisition is expected to contribute positively to the future earnings and net assets of the Company.
6. APPROVALS REQUIRED AND ESTIMATED TIMEFRAME
The Acquisition is not subject to approval of the shareholders of AEON. Barring any unforeseen circumstances, the approvals required from the relevant authorities disclosed in Item 2.4 above are expected to be obtained within twenty (20) months from the date of the SPA or such other extended date as may be mutually agreed by the parties.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of AEON and/or persons connected to them have any interest, direct or indirect, in relation to the Acquisition.
8. DIRECTORS’ RECOMMENDATIONS
The Board having considered all aspects of the Acquisition is of the opinion that the Acquisition is in the best interests of AEON.
9. DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the SPA executed on 10 July 2014 and the Valuation Report by Henry & Butcher Malaysia (Muar) Sdn Bhd dated 15 March 2012 are available for inspection at the registered office of AEON at 3rd Floor, AEON Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 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.
This is a voluntary announcement under Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
This announcement is dated 10 July 2014.
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