Further to the announcement dated 5th December 2013 pertaining to the Heads of Agreement executed on the 4th December 2013 and pursuant thereto, Benalec is pleased to announce the status of the Global Settlement thereunder and the implementation of the following major terms in settlement of legal actions:-
1. That in relation to the KLHC Suit No. 22NCVC-610-11/2013, whereby the Company. Benalec Sdn Bhd and Strategic Land Sdn Bhd had sued the Defendants therein, for inter alia, the rescission of certain disputed land sales, namely:-
(i) the Sale and Purchase Agreement between Strategic Land Sdn Bhd and Sunshine 2000 Sdn Bhd dated 18.1.2012 (“the Sunshine 2000 Agreement”) for the sale of the lands held under HSD 70342 PT 1803 and HSD 70343 PT 1804 Mukim Kawasan Bandar VI Daerah Melaka Tengah Negeri Melaka (“the Sunshine Lands”) for the purchase price of RM14,033,894.21; and
(ii) the Sale and Purchase Agreement between Strategic Land Sdn Bhd and Seaside Synergy Sdn Bhd dated 12.3.2012 (“the Seaside Synergy Agreement”) for the lands held under HSD 70340 PT 1801 and HSD 70341 PT 1802 Mukim Kawasan Bandar VI Daerah Melaka Tengah Negeri Melaka (“the Seaside Synergy Lands”) for the purchase price of RM14,033,296.56,
the Company had on the 26th December 2013 and on a without-admission-of-liability basis recorded a Consent Judgment with the following defendants, namely Datuk Leaw Tua Choon, Datuk Leaw Ah Chye, Leaw Yongene, Sunshine 2000 Sdn Bhd, Seaside Synergy Sdn Bhd, Su Seong Lin and Low Kim Yeok on the following terms:-
a. The Sunshine 2000 Agreement for the sale of the Sunshine Lands shall forthwith be rescinded and cancelled;
b. The Seaside Synergy Agreement for the sale of the Seaside Synergy Lands shall forthwith be rescinded and cancelled.
c. That Datuk Leaw Tua Choon, Datuk Leaw Ah Chye, Leaw Yongene, Sunshine 2000 Sdn Bhd, Seaside Synergy Sdn Bhd, Su Seong Lin and Low Kim Yeok shall jointly and severally and within 7 days from the date of the Order thereof take and/or procure the following actions:-
i) Sunshine 2000 Sdn Bhd shall take all necessary steps to do all acts and things at its own costs which are necessary, including but not limited to procuring and/or delivering to Strategic Land Sdn Bhd the original Issue Documents of Title for the Sunshine Lands duly registered in the name of Strategic Land Sdn Bhd or its nominees as proprietor (“the Sunshine Lands’ IDT”) free from any and all encumbrances and with vacant possession of the Sunshine Lands; and
ii) Seaside Synergy Sdn Bhd shall take all necessary steps to do all acts and things at its own costs which are necessary, including but not limited to procuring and/or delivering to Strategic Land Sdn Bhd the original Issue Documents of Title for the Seaside Synergy Lands duly registered in the name of the Strategic Land Sdn Bhd or its nominees as proprietor (“the Seaside Synergy Lands’ IDT”) free from any and all encumbrances and with vacant possession of the Seaside Synergy Lands.
d. The total purchase price of RM14,033,894.21 for the said Sunshine Lands shall be refunded by Strategic Land Sdn Bhd to Sunshine 2000 Sdn Bhd within twenty one (21) days from the date of the completion of all the actions to be taken by Sunshine 2000 Sdn Bhd as stated in paragraph (c)(i) above;
e. The total purchase price of RM14,033,296.56 for the said Seaside Synergy Lands shall be refunded by Strategic Land Sdn Bhd to the Seaside Synergy Sdn Bhd within twenty one (21) days from the date of the completion of all the actions to be taken by Seaside Synergy Sdn Bhd as stated in paragraph (c)(ii) above.
f. Datuk Leaw Tua Choon and Datuk Leaw Ah Chye shall cause one Pong Kim Siew to refund the commission sum of RM561,343.81 to the Company within seven (7) days from the date of this Order failing which Strategic Land Sdn Bhd shall be entitled to deduct the same from the refund in paragraphs (d) and (e) above
g. That there be no order as to costs and subject to the above, no liberty to file afresh.
In relation to the Sunshine Land, the property is a 99 years leasehold property held under PT 1803 HS(D) 70342 situated at Kawasan Bandar VI, Daerah Melaka Tengah with an approximate area of 23,281 sq meters (250,594.58 sq.ft.) and PT 1804 HS(D) 70343 situated in Kawasan Bandar VI, Daerah Melaka Tengah with an approximate area of 23,283 sq meters or (250,616.13 sq.ft.).
In relation to the Seaside Synergy Land, the property is a 99 years leasehold property held under PT 1801 HS(D) 70340 situated at Kawasan Bandar VI, Daerah Melaka Tengah with an approximate area of 23,281 sq meters (250,594.58 sq.ft.) and PT 1802 HS(D) 70341 situated in Kawasan Bandar VI, Daerah Melaka Tengah with an approximate area of 23,281 sq meters (250,594.58 sq.ft.).
The above lands were transacted at the price of RM28.00 per square foot which represented the then prevailing market price and which subsequently resulted in an after-tax profit of RM9.25 million to the Company. In both cases the consideration was fully satisfied in cash by the respective purchasers, namely Sunshine 2000 Sdn Bhd and Seaside Synergy Sdn Bhd.
The rescission of the aforesaid sales as a consequence of the Consent Judgement would result in the refund of the purchase consideration quantified in paragraph (d) and (e) above to the purchasers. The Company has ample financial resources to make the refund and the said rescission would result in a no-gain-no-loss outcome for the Company and accordingly would not have any adverse financial impact on the Company. On the contrary, the Company anticipates that the rescission would enable the Company to dispose of the same in the open market at a higher price per square foot due to the appreciation in property values currently experienced in the surrounding area.
2. That on the 3.12.2013, Citypoint Engineering Sdn Bhd withdrew their winding up notice served on Benalec Diversity Sdn Bhd and pursuant thereto the Originating Summons under Civil Suit No 24NCC-377-11/2013 between Benalec Diversity Sdn Bhd and Citypoint Engineering Sdn Bhd were withdrawn on the 9.12.2013. In view of the foregoing, the Company further intends to withdraw the Writ Summons under Civil Suit No 22NCVC-614-11/2013 between the Company and Benalec Diversity Sdn Bhd against Datuk Leaw Tua Choon, Datuk Leaw Ah Chye, Leaw Yongene and Citypoint Engineering Sdn Bhd when the same is called up for case management before the High Court on 10.1.2014;
3. That in relation to KLHC Suit No. 22NCVC-631-11/2013 whereby the Company and Benalec Sdn Bhd sued 1.Datuk Leaw Tua Choon, 2.Datuk Leaw Ah Chye, 3.Oceanic Sdn Bhd, 4.Atlantic Property Sdn Bhd, 5.Oceanfront Realty Sdn Bhd, 6.Oceanview Property Sdn Bhd, and 7.Oriental Grandeur Sdn Bhd, for inter alia:-
(a) an order of specific performance by the respective defendants therein to complete any and all obligations under the Oceanic Agreements, Atlantic Agreements, Oceanfront Agreements and Oceanview Agreements pertaining to the acquisition by the 3rd to the 6th Defendants from one Central Spectrum Sdn Bhd (“CSSB”) (previously identified in the Company’s Listing Prospectus);
(b) an order of specific performance by the respective defendants therein to complete any and all obligations under the Oceanic Reclamation Agreements, Atlantic Reclamation Agreements, Oceanfront Reclamation Agreements and Oceanview Reclamation Agreements pertaining to the acquisition by the 3rd to the 6th Defendants from one Central Spectrum Sdn Bhd (“CSSB”);
the 3rd to the 6th Defendants as part of the settlement therein, have executed a power of attorney in favour of the Company to enable the Company to carry out and ensure performance of the terms under the Oceanic Land Reclamation Agreements, Atlantic Land Reclamation Agreements, Oceanfront Land Reclamation Agreements and Oceanview Land Reclamation Agreements. The Power of Attorney grants to the Company an irrevocable power to do and carry out and undertake or cause to be done in the name of Oceanic Sdn Bhd, Atlantic Property Sdn Bhd, Oceanfront Realty Sdn Bhd and Oceanview Property Sdn Bhd, all their existing obligations under the aforesaid Land Reclamation Agreements to ensure smooth execution of responsibilities by the respective parties.
Further, the parties have agreed that the sum of RM22,000,00.00 currently held by Messrs. Wong Beh & Toh as stakeholder will be dealt with according to the instruction of the Company.
4. In view of the successful implementation of the major terms of the Global Settlement, the parties thereto have agreed for the time being to implement the Heads of Agreement and to waive the execution of any further settlement agreement. In so far as the Heads of Agreement is concerned:-
(a) Upon the re-registration of the titles of the Sunshine and Seaside Lands to Strategic Land Sdn Bhd pursuant to point 1 above, the Company is expected to be able to dispose of the said lands at a higher price, thereby increasing the earnings per share and the net assets per share of the Company in the current financial year;
(b) Datuk Leaw Tua Choon, Datuk Leaw Ah Chye and Leaw Yongene are signatories to the Heads of Agreement and therefore are deemed to have an interest in the same. Save that Dato’ Leaw Seng Hai is the brother to Datuk Leaw Tua Choon and Datuk Leaw Ah Chye, none of the other directors have any interest, direct or indirect, in the Heads of Agreement;
(c) The rationale for the execution of the Heads of Agreement is to settle all the pending legal suits between the Company (and its subsidiaries) and Datuk Leaw Tua Choon, Datuk Leaw Ah Chye and/or Leaw Yongene and to implement the matters reflected in paragraphs 1 to 3 above;
(d) The Heads of Agreement is available for inspection by registered shareholders at the registered office of Benalec located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.
(e) The Board of Directors (with the exception of Dato’ Leaw Seng Hai who abstained from expressing his opinion) is of the opinion that the settlement is in the best interests of the Company, for the following reasons:
- the Company will benefit financially from the rescission of the land sales mentioned above;
- settlement of the legal suits under the Heads of Agreement will not have any adverse impact on the Company;
- settlement of all issues cited in the Heads of Agreement will enable the Board as well as the key management team of the Company to focus on developing and upscaling the Company's business to best effect.
(f) The implementation of the matters highlighted in paragraphs 1 to 3 above already represents a substantial degree of completion of the settlement.
5. The Company shall make the necessary disclosure to the shareholders in relation to the status of the above matters until the eventual closure of all issues covered by the Heads of Agreement within the near term.
This Announcement is dated 10 January 2014.
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