WING TAI MALAYSIA BERHAD
(Formerly known as DNP Holdings Berhad)
PROPOSED DISPOSAL OF LAND BY DNP LAND SDN. BHD. TO AEON CO. (M) BHD. FOR A
CASH CONSIDERATION OF RM50.126 MILLION
1.
INTRODUCTION
The Board of Directors of Wing Tai Malaysia Berhad (formerly known as ‘DNP Holdings
Berhad’) (“WingTM” or “the Company”) wishes to announce that its wholly owned
subsidiary company, DNP Land Sdn. Bhd. (“DNP Land”) has on 5 August 2011 entered
into a conditional Sale and Purchase Agreement (“the Agreement”) with AEON CO. (M)
BHD. (hereinafter referred to as “the Purchaser”) for the proposed disposal of two (2)
pieces of freehold land held under GRN 83570, Lot No. 1379, Mukim 15, Daerah
Seberang Perai Tengah measuring approximately 7.2989 hectres and GM 3282, Lot No.
14344, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 4,625
square metres (“the said Lands”) which said Lands shall be amalgamated and
surrendered and realienated for the purpose of the issuance of a separate document of
title with a total area of approximately 835,437.24 square feet (19.179 acres) (“the Sale
Property”) for a total cash consideration of Ringgit Malaysia Fifty Million One Hundred
Twenty Six Thousand Two Hundred Thirty Four and Sen Forty (RM50,126,234.40) only
calculated at a rate of Ringgit Malaysia Sixty (RM60.00) only per square feet (“Proposed
Disposal”).
DNP Land shall sell the Sale Property free from all encumbrances, caveats, liens and
other restraints with vacant possession but otherwise subject to all the conditions whether
express or implied and restrictions-in-interest endorsed on the separate document of title
upon issuance of the same and upon the terms and conditions contained in the
Agreement.
The Purchaser proposes to acquire the Sale Property for the purpose of developing a
shopping complex together with car park facilities on the Sale Property (the “Complex”).
2.
SALIENT TERMS OF THE AGREEMENT
2.1
Conditions Precedent
(a)
The Proposed Disposal is subject to and conditional upon the fulfillment
of the following conditions precedent within eight (8) months from the
date of the Agreement or such other extended date as may be mutually
agreed by the parties (hereinafter referred to as “Conditional Period”):2.1.1
the approval to be obtained by DNP Land from the Relevant
Authorities for the Amalgamation/ Surrender and Realienation of
the said Lands into the Sale Property for the purposes of the
issuance of a separate document of title of the Sale Property
with the land use of “Pusat Perniagaan” or its equivalent for
operating the business of shopping centre and departmental
stores cum supermarket and with the existing express condition
on the said Lands titles deleted;
2.1.2
the approval of Master Lay-Out Plan to be obtained by DNP
Land for the development of the Complex on the Sale Property;
2.1.3
the Planning Permission Approval/ Development Order Approval
to be obtained by DNP Land for the development of the
Complex;
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2.1.4
the approval to be obtained by DNP Land from the Relevant
State Authorities for the transfer of the Sale Property to the
Purchaser, if applicable (hereinafter referred to as the “State
Authority’s Approval”);
2.1.5
the approval for the Building Plan to be obtained by the
Purchaser from the Relevant Authorities of which DNP Land has
agreed to assist the Purchaser in the submission of the Building
Plan (hereinafter referred to “Building Plan’s Approval”);
2.1.6
the approval of the Economic Planning Unit of the Prime Minister
Department to be obtained by the Purchaser for the acquisition
of the Sale Property (hereinafter referred to as the “EPU
Approval”);
2.1.7
the approval of the State Authority under Section 433(B) of the
National Land Code 1965 to be obtained by the Purchaser for
the acquisition of the Sale Property (hereinafter referred to as the
“State Authority 433B Transfer Approval”);
2.1.8
the approval of the Distributive Trade Committee of the Ministry
of Domestic Trade and Consumer Affairs to be obtained by the
Purchaser for the operation of the Complex on the Sale Property
(hereinafter referred to as the “DTC Approval”); and
2.1.9
the approval of WingTM shareholders at the Extraordinary
General Meeting to be convened, if required.
In the event that any of the Conditions Precedent is not fulfilled by the expiry of
the Conditional Period or such extended period as may be mutually agreed upon,
either party shall be entitled to terminate the Agreement by serving a written
notice to the other party.
(b)
The Agreement is further conditional upon the Purchaser being satisfied
with the results of its soil investigation on the said Lands / Sale Property
to be completed by the Purchaser at its own cost not later than two (2)
months from the date of the Agreement. The Purchaser shall inform DNP
Land whether it is satisfied with the results of its soil investigation on the
said Lands / Sale Property within two (2) months from the date of the
Agreement, failing which it is deemed that the Purchaser is satisfied with
the result of the soil investigation. In the event the results of the soil
investigation reveals that there is unsuitable material in the said Lands /
Sale Property and the same is required to be removed for the purposes
of construction works and the Purchaser has notified DNP Land of the
same within the said period of two (2) months from the date of the
Agreement, DNP Land shall, at its own costs and expenses, clear and
excavate all the wood / debris / substructures (if any) found on and/or
under the said Land / Sale Property. However, in the event DNP Land
fails to do so, the Purchaser shall reserve the right to terminate the
Agreement. Upon termination, DNP Land shall refund to the Purchaser
all monies paid towards account of the Purchase Price together with
interest accrued and thereafter, neither party shall have any further
claims against the other party save and except for any antecedent
breach.
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2.2
Payment of Purchase Price
(a)
Upon execution of the Agreement, the Purchaser shall have paid to DNP
Land’s Solicitors a deposit of 10% of the purchase price amounting to
Ringgit Malaysia Five Million Twelve Thousand Six Hundred Twenty
Three and Sen Forty Four (RM5,012,623.44) only which shall be
released to DNP Land within seven (7) days of the stamping of the
Agreement.
The balance 90% of the purchase price or Ringgit Malaysia Forty Five
Million One Hundred Thirteen Thousand Six Hundred Ten and Sen
Ninety Six (RM45,113,610.96) only is to be paid to DNP Land’s Solicitors
as stakeholders in the following manner:
(b)
2.2.1
the sum of Ringgit Malaysia Five Million Twelve Thousand Six
Hundred Twenty Three and Sen Forty Four (RM5,012,623.44)
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 written notice to DNP Land
that the application for both of the Distributive Trade Committee
(“DTC”) and Economic Planning Unit (“EPU”) have been duly
approved by the Relevant Authorities, whichever is the later;
2.2.2
the sum of Ringgit Malaysia Ten Million Twenty Five Thousand
Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88)
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 Purchaser’s written notice to DNP Land
that the application for the Building Plan of the Complex has
been duly approved by the Relevant Authorities;
2.2.3
the sum of Ringgit Malaysia Ten Million Twenty Five Thousand
Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88)
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 Purchaser’s receipt of the written
notice from DNP Land pertaining to the completion of the
external infrastructure and road works;
2.2.4
the sum of Ringgit Malaysia Ten Million Twenty Five Thousand
Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88)
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 Purchaser’s receipt of the State
Authority’s Approval from DNP Land and the Purchaser’s written
notice to DNP Land that State Authority 433B Transfer Approval
has been duly approved by the Relevant Authorities;
2.2.5
the sum Ringgit Malaysia Ten Million Twenty Five Thousand
Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88)
Only being a sum equivalent to twenty percent (20%) of the
purchase price (“Final Payment”) within two (2) months after the
Unconditional Date.
DNP Land’s Solicitors shall release the First Payment and Second
Payment to DNP Land within fourteen (14) days from the date the
Purchaser’s receipt of the Building Plan’s approval provided that the
relevant documents and both original titles of the said Lands have been
submitted and accepted by the relevant land office for the purpose of
amalgamation / surrender and realienation of the said Lands.
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(c)
2.3
DNP Land’s Solicitors shall release the Third Payment, Fourth Payment
and Final Payment together with accrued interest thereon less permitted
deductions (if any) within fourteen (14) days from the date of the
presentation of the transfer of the Sale Property for registration at the
relevant land office / registry.
Construction of Infrastructure
DNP Land shall provide and construct at its own cost and expense certain
infrastructure outside the Sale Property such as road widening, installation of
traffic lights and utility tap-off points and in accordance with the requirements of
the Relevant Authorities.
2.4
Delivery of Vacant Possession
The vacant possession of the Sale Property shall be delivered to the Purchaser
within fourteen (14) days from the earlier of the following: –
3.
(a)
the date of DNP Land’s receipt of the Purchaser's written notification of
the approval from the Relevant Authorities for early commencement of
earthwork/ piling work/ foundation work; or
(b)
the date of DNP Land’s receipt of the Purchaser's written notification of
the approval from the Relevant Authorities for the Building Plans of the
Complex.
DETAILS OF SALE PROPERTY AND THE PURCHASER
3.1
Details of Sale Property
The Sale Property comprises two (2) pieces of freehold land held under GRN
83570, Lot No. 1379, and GM 3282, Lot No. 14344, all in Mukim 15, Daerah
Seberang Perai Tengah with a total area of approximately 7.2989 hectres and
4,625 square metres respectively. The Sale Property is presently unencumbered.
The Sale Property is currently vacant and it is located within the ongoing
development by DNP Land known as Taman Seri Impian, Impiana Commercial
Hub and Impiana Avenue.
The net book value of the Sale Property to DNP Land is RM12.483 million and no
valuation has been carried out on the Sale Property previously.
3.2
Details of the Purchaser
The Purchaser was incorporated in Malaysia on 15 September 1984. It is a
public company limited by shares. The authorized share capital of the Purchaser
is RM500,000,000.00 divided into 500,000,000 ordinary shares of RM1.00 each
and its paid up share capital is RM351,000,000.00 divided into 351,000,000
ordinary shares.
The Purchaser is principally involved in operating a chain of superstores selling a
broad range of goods ranging from clothing, household goods, other
merchandise and shopping centre operation.
4.
BASIS OF DETERMINING THE PURCHASE PRICE
The purchase price was arrived at on a willing-buyer-willing-seller basis.
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In the event the new title after the Amalgamation/ Surrender and Realienation is more or
less than 835,437.24 square feet, the purchase price shall be adjusted accordingly at the
rate of Ringgit Malaysia Sixty (RM60.00) per square foot.
5.
LIABILITIES TO BE ASSUMED BY THE PURCHASER
No liabilities shall be assumed by the Purchaser.
6.
ORIGINAL COST OF INVESTMENT OF SALE PROPERTY AND EXPECTED GAINS
TO THE GROUP
The Sale Property was acquired by DNP Land on 26 August 2005 at RM12.483 million.
DNP Land estimates a sum of RM10.010 million to be incurred for its compliance with the
conditions precedent stated under Section 2.1 above. The expected gain to WingTM
Group from the Proposed Disposal is RM27.633 million before tax.
7.
RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposal represents an opportunity for WingTM Group to dispose the Sale
Property and to realize the cash from the disposal. The net proceeds from the Proposed
Disposal shall be redeployed to WingTM Group’s other property development activities
and/ or general working capital purposes.
In addition, the proposed development of the shopping center on the Sale Property by the
Purchaser is expected to enhance the prospect of the future phases of Taman Seri
Impian project to be developed by DNP Land.
The Directors of WingTM are confident that the Proposed Disposal will contribute to the
future earnings of WingTM Group.
8.
FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL
8.1
Share Capital and Major Shareholders’ Shareholdings
There will be no changes in the Company’s share capital and the substantial
shareholders’ shareholding.
8.2
Net Assets
On completion of the Proposed Disposal, the net asset value of WingTM share is
expected to increase by 6.6 Sen per share.
8.3
Earnings
Assuming the Proposed Disposal is completed after 30 June 2012, it is not
expected to have any material effect on the earnings of the WingTM Group for
the financial year ending 30 June 2012.
9.
CONDITIONS TO THE PROPOSED DISPOSAL
The Proposed Disposal is conditional upon the approval from the Statutory Body and/ or
the relevant authorities as mentioned under Section 2.1 above.
The Proposed Disposal is subject to the approval of the shareholders of WingTM, where
applicable.
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10.
DIRECTORS’ AND/ OR SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the Company’s directors and major shareholders or persons connected to them
have any interest, directly or indirectly in the Proposed Disposal.
11.
STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors, having considered all aspects of the Proposed Disposal, is of the
opinion that the Proposed Disposal is in the interest of the WingTM Group.
12.
APPLICATION TO THE AUTHORITIES
The relevant applications to the respective authorities in relation to the Proposed
Disposal are expected to be submitted within one (1) to three (3) months from the date of
the Agreement other than the applications for the State Authority 433B Transfer Approval
and the Amalgamation / Surrender and Realienation which shall be submitted not later
than one (1) month from the EPU Approval, DTC Approval and Complex Layout Plan
Approval, whichever is the latest.
13.
ESTIMATED TIME FRAME FOR THE COMPLETION OF THE PROPOSED DISPOSAL
Barring any unforeseen circumstances and subject to all the required approvals, the
Proposed Disposal is expected to be completed within fifteen (15) months from the date
of the Agreement or such other extended period as may be mutually agreed upon by
DNP Land and the Purchaser in writing.
14.
HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Disposal under Paragraph
10.02(g) of the Main Market Listing Requirements of Bursa Securities is 9.08% based on
the latest audited consolidated financial statements of WingTM for the financial period
ended 30 June 2010.
15.
DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the Agreement is available for inspection during normal business hours at the
Registered Office of WingTM at Securities Services (Holdings) Sdn. Bhd., Suite 18.05,
MWE Plaza, No. 8, Lebuh Farquhar, 10200 Penang, from Mondays to Fridays (except
public holidays) for a period of fourteen (14) days from the date of this announcement.
This announcement is dated 5 August 2011.
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