SUBJECT :
PJ Development Holdings Berhad (“PJD” or “Company”)
Proposed Disposal Of Four (4) Pieces Of Land Together With Four (4) Units
Three (3) Storey Shop Offices By PJD To Willowglen (Malaysia) Sdn. Bhd.
(“WMSB”), A Wholly-Owned Subsidiary Of Willowglen MSC Berhad
(“WMSC”) (“Proposed Disposal”)
1.
INTRODUCTION
The Board of Directors of PJD wish to announce that the Company had on 31 October
2006 entered into four (4) sets of conditional Sale and Purchase Agreements
(“collectively hereinafter known as SPAs”) with Willowglen (Malaysia) Sdn. Bhd.
(“WMSB”) for the disposal of all those pieces of land held under PN No 17636 – 17639
Lot No 35069 – 35072, all in the Mukim of Petaling, District and State of Wilayah
Persekutuan, together with four (4) units three (3) storey shop offices erected thereon
(“collectively hereinafter known as the Properties”) for a total sale consideration of
Ringgit Malaysia Two Million Nine Hundred And Ninety Thousand (RM2,990,000.00)
Only (“Sale Consideration”).
The Proposed Disposal is a Related Party Transaction.
2.
INFORMATION ON WMSC AND WMSB
2.1
WMSC
WMSC was incorporated in Malaysia under the Companies Act, 1965 on 20 May
1998 and was listed on the MESDAQ Market of Bursa Malaysia Securities
Berhad on 29 April 2002. WMSC is principally engaged in research,
development and supply of computer based control system.
The authorised share capital of WMSC is RM100,000,000 comprising
1,000,000,000 ordinary shares of RM0.10 each, of which 248,000,000 ordinary
shares of RM0.10 each have been issued and fully paid-up.
2.2
WMSB
WMSB was incorporated in Malaysia under the Companies Act, 1965 on 18 July
1995. WMSB is a wholly-owned subsidiary of WMSC. The principal activity of
WMSB is sales, implementation and maintenance of computer based control
systems.
The authorised share capital of WMSB is RM5,000,000 comprising 5,000,000
ordinary shares of RM1.00 each, of which 5,000,000 ordinary shares of RM1.00
have been issued and fully paid-up.
3.
INFORMATION ON PJD
PJD was incorporated in Malaysia under the Companies Act, 1965 on 13 April 1965
and was listed on the Main Board of Bursa Malaysia on 17 June 1974. PJD is
principally engaged in investment holding and property investment.
The authorised share capital of PJD is RM1,000,000,000 comprising 1,000,000,000
ordinary shares of RM1.00 each, of which 456,132,359 ordinary shares of RM1.00 each
have been issued and fully paid-up.
4.
INFORMATION ON THE PROPERTIES
4.1
Brief information on the Properties
The Properties, located at No 15 & 17 Jalan 2/149B, Taman Sri Endah, Bandar
Baru Seri Petaling, 57000 Kuala Lumpur, Wilayah Persekutuan, consist of 4
units of three storey shop offices with a total built-up area of 1322.92m2 of which
3 units with a built up area of 988.96m2 are linked as a continuous office space
on each respective floor. The other unit is a single unit with a built up area of
333.96m2 and is currently tenanted out to a third party.
The Properties have a 93 years leasehold period expiring on 19 February 2083
and subject to restriction in interest to the effect that the Properties cannot be
transferred or leased unless with the consent of the Land Authority of Wilayah
Persekutuan Kuala Lumpur.
The Properties were purchased by PJD on 7 August 1992 at a cost of
RM2,338,537.68.
4.2
Sale Consideration
The sale consideration of RM2,990,000.00 was arrived at on a willing-buyer
willing seller basis, free from all encumbrances and in accordance with the
prevailing market value of the said Properties of RM3,000,000.00, based on a
Valuation Report dated 18 October 2006 issued by an independent registered
valuer, Messrs Chancellors City Lim & Co.
4.3
Salient terms and conditions
The salient terms and conditions of the SPAs are as follows :4.3.1
Conditions Precedent
SPAs shall be conditional and be subject to the fulfillment of the
following conditions precedent (i)
PJD shall have obtained the approval of the Land Authority of
Wilayah Persekutuan Kuala Lumpur in respect of the transfer of
the Properties;
4.3.2
4.3.3
(ii)
WMSC and WMSB having obtained the approvals from the
shareholders or any other relevant authorities for the proposed
disposal upon the terms and conditions set out in the SPAs; and
(iii)
In the event that 4.3.1(ii) above is not fulfilled within the
Condition Period or by the expiration of the extended date, as the
case may be, the SPAs will terminate and thereafter be null and
void.
Terms of Sale Consideration
(i)
A sum equivalent to 10% of the Sale Consideration shall be paid
by WMSB to PJD’s solicitor upon execution of SPA; and
(ii)
Balance of the Sale Consideration shall be paid within one (1)
month from the completion of Conditions Precedent Fulfillment
Date.
Completion Date
The Completion Date is one (1) month from the date of Conditions
Precedent Fulfillment Date.
4.3.4
5.0
Delivery of Vacant Possession
(i)
PJD will deliver the vacant possession of the Properties (save for
Lot 35069) to WMSB on date of the SPAs.
(ii)
PJD agrees that WMSB shall be entitled to occupy the Properties
(save for Lot 35069) free of rental payment for three (3) months
commencing from the date of the SPAs and thereafter, WMSB
shall pay to PJD a rental payment of Ringgit Malaysia Eight
Thousand (RM8,000.00) per month for the subsequent three (3)
months (“First Period”);
(iii)
Upon expiry of the First Period, WMSB shall pay to PJD rental
in the amount of Ringgit Malaysia Fifteen Thousand
(RM15,000.00) or such other amount as may be mutually agreed
by the parties; and
(iv)
PJD shall deliver legal possession of Lot 35069 to WMSB
subject to the tenancy upon payment of the balance of the
purchase price and interest (if any) by WMSB to its solicitors as
provided in SPAs.
ESTIMATED TIME FRAME FOR COMPLETION
Within one (1) month of the fulfillment of the Conditions Precedent set out in the SPAs.
6.0
RATIONALE OF THE PROPOSED DISPOSAL
The Directors of PJD are of the opinion that the Proposed Disposal of its non income
generating property of PJD will enhance the working capital of the PJD Group for its
operational and investment needs.
7.0
UTILISATION OF THE PROCEEDS FROM THE PROPOSED DISPOSAL
The proceeds from the Proposed Disposal will be utilized to reduce bank borrowings and
for working capital purposes.
8.0
FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
8.1
Issued and paid-up share capital and
shareholdings of substantial shareholders
The Proposed Disposal will not have any effect on the issued and paid-up share
capital and shareholdings of the substantial shareholders of PJD.
8.2
Earnings
The Proposed Disposal is estimated to result in a gain of RM1.037 million for
PJD upon completion.
8.3
Net Tangible Assets (“NTA”)
The Proposed Disposal is not expected to have material effect on the NTA of
PJD.
9.0
APPROVALS
Pursuant to Section 118 Part 4 of the Bursa Securities Listing Requirements, the
Proposed Disposal is less than 5% relative to the relevant percentage ratios as stipulated
under Section 111 (7) (a) to (f) Part 4 of the Bursa Securities Main Board Listing
requirements.
Therefore the Proposed Disposal is not subject to the approval of the shareholders of
PJD.
10.0
INTERESTS OF THE DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
AND PERSONS CONNECTED WITH THEM
Save as disclosed below, none of the Directors and/or substantial shareholders of PJD
and/or persons connected with the directors and/or substantial shareholders of PJD have
any interest, direct or indirect in the Proposed Disposal.
WMSB is a wholly-owned subsidiary company of WMSC which in-turn is a 50.77%
subsidiary company of New Advent Sdn. Bhd. (“NA”). NA is a wholly-owned subsidiary
company of Dindings Consolidated Sdn. Bhd. (‘DC”). DC is a major shareholder of PJD.
Wong Ah Chiew and Khor Chai Moi are both directors and major shareholders of DC,
WMSC and PJD. Wong Chong Shee is a director of PJD and is the brother and brotherin-law of Wong Ah Chiew and Khor Chai Moi respectively.
Wong Ah Chiew, Khor Chai Moi and Wong Chong Shee are deemed interested in the
Proposed Disposal, have abstained and will continue to abstain from board deliberations
and voting on the resolution pertaining to the Proposed Disposal.
11.0
DIRECTORS’ RECOMMENDATION
The Directors of PJD (except for Wong Ah Chiew, Khor Chai Moi and Wong Chong
Shee being Directors who are deemed interested in the Proposed Disposal and have
abstained from all deliberations and voting), having taken into consideration all aspects
of the Proposed Disposal, are of the opinion that the Proposed Disposal is fair and
reasonable and in the interest of PJD.
12.0
DOCUMENTS FOR INSPECTION
The following documents are available for inspection at the Registered Office of the
Company at 18th Floor Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur, from Monday
to Friday (except public holidays) during normal business hours for a period of three (3)
months from the date of this announcement :(i)
(ii)
Sale and Purchase Agreements;
Audited accounts of PJD for the past two (2) financial years ended 30 June 2004
and 2005;
(iii)
Audited accounts of WMSB for the past two (2) financial years ended 31
December 2004 and 2005;
(iv)
Memorandum and Articles of Association of PJD and WMSB; and
(v)
Valuation Report dated 18 October 2006.
.
This Announcement is dated 31 October 2006.