AMTEK HOLDINGS BERHAD (“AHB” OR “COMPANY”)
PROPOSED DISPOSAL BY AHB OF ITS ENTIRE EQUITY INTEREST IN AMTEK
REALTY SDN BHD (“ARSB”), A WHOLLY-OWNED SUBSIDIARY OF AHB TO
COMMERCE DOT COM SDN BHD (“CDC”) FOR A TOTAL CASH CONSIDERATION OF
RM4,600,000 (“PROPOSED DISPOSAL”)
2.
INFORMATION OF ARSB, WISMA AMTEK AND CDC
2.1
Information on ARSB and Wisma Amtek
ARSB was incorporated in Malaysia as a private limited company under the
Companies Act, 1965 on 18 February 2003. Presently, ARSB has an authorised share
capital of RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each, of
which 5,000,000 of its ordinary shares of RM1.00 each have been issued and fully
paid-up (“Sale Shares”).
As at the date of this announcement, ARSB does not have any subsidiary.
The principal activity of ARSB is that of property investment.
The audited financial information of ARSB for the past five (5) financial years ended
30 June 2005 to 30 June 2009 are set out in Table 1 below.
ARSB owns Wisma Amtek, a six and a half (6 ½) storey office building with two (2)
storey warehouse annexed, basement car park and a guard house with a total gross
built-up area of approximately 16,040 square meters (“sq mt”) within a piece of 99
years leasehold land (expiring on 29 December 2056) held under title, PN 10317, Lot
81, Section 20, Town of Petaling Jaya, District of Petaling, Selangor Darul Ehsan
measuring approximately 7,479 sq mt. The building was issued with a certificate of
fitness for occupation on 31 October 1998.
Presently, AHB and its subsidiaries (“AHB Group”) occupies the warehouse of
Wisma Amtek for storage of its stocks. The other floors of Wisma Amtek are
presently rented to various tenants.
The audited net book value of Wisma Amtek as at 30 June 2009 was approximately
RM18.0 million and the audited net asset of ARSB as at 30 June 2009 is
approximately RM3.2 million.
The Proposed Disposal is expected to result in a net gain on disposal of
approximately RM1.4 million. Wisma Amtek was purchased by ARSB on 30 April
2003 for an amount of RM18.2 million. Further details of Wisma Amtek are set out
in Table 2 below.
3.
DETAILS OF THE PROPOSED DISPOSAL
3.1
Basis of the Sale Consideration
The Sale Consideration was arrived at based on a willing buyer willing seller basis
after taking into consideration among others, the following:(i)
based on the audited net assets (“NA”) of RM3.2 million of ARSB for the
financial year ended 30 June 2009; and
1
(ii)
based on the valuation report dated 10 May 2010 (“Independent Valuation
Report”) as appraised by Messrs. C.H. Williams Talhar & Wong Sdn Bhd
(“Valuer”), an independent registered valuer appointed by AHB, the market
value of Wisma Amtek is approximately RM18.5 million using the
Investment Method and Depreciated Replacement Cost Method.
The Sales Consideration has also taken into account the outstanding balances due by
ARSB to the Amtek Group of approximately RM4.1 million as at 31 December 2009.
3.5
Salient features of the Independent Valuation Report
The salient features of the Independent Valuation Report prepared by the Valuer are
as follows:-
9.
(i)
“Market Value” is defined as the estimated amount for which a property
should exchange on the date of valuation between a willing buyer and a
willing seller in an arm’s-length transaction after proper marketing wherein
the parties had each acted knowledgeably, prudently and without compulsion;
(ii)
the valuation is carried out in accordance with the Guidelines on Asset
Valuation issued by the Securities Commission Malaysia and the Malaysian
Valuation Standards issued by the Board of Valuers, Appraisers and Estate
Agents, Malaysia;
(iii)
the Market Value of Wisma Amtek free from all encumbrances is RM18.5
million;
(iv)
the Valuer adopted the Investment Method and also considered the
Depreciated Replacement Cost Method in formulating its opinion on the
current market value of Wisma Amtek; and
(v)
the Investment Method entails determining the net annual income by
deducting the annual outgoings from the gross annual income and capitalising
the net income by a suitable rate of return consistent with the type and quality
of investment to arrive at the market value.
ESTIMATED TIMEFRAME TO COMPLETION
Barring any unforeseen circumstances, the Board expects the Proposed Disposal to be
completed by the third quarter of the calendar year 2010.
15.
DOCUMENTS FOR INSPECTION
The SSA dated 2 April 2010 and the Independent Valuation Report dated 10 May 2010 are
available for inspection during normal office hours at AHB’s principal office located at No.
15, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan from Mondays to Fridays
(except public holidays) for a period of three (3) months from date of this announcement.
This announcement is dated 27 May 2010.
2
Table 2: Description of Wisma Amtek
(a)
Postal Address
No. 15, Jalan Tandang, 46050 Petaling Jaya,
Selangor Darul Ehsan.
(b)
Description
A 6 ½ storey office building with 2 storey
warehouse annexed, basement car park and a
guard house with a total gross built-up area of
about 16,040 sq mt, within a piece of 99 years
leasehold held under PN 10317, Lot 81,
Section 20, Town of Petaling Jaya, District of
Petaling, Selangor measuring approximately
7,479 sq mt.
(c)
Existing Use
(i)
(d)
Age of building
12 years
(e)
Total Lettable/Usable Area
11,795.07 sq mt
(f)
Available Lettable Space
4,138.09 sq mt
(g)
Occupancy Rate of Total 64.83%
Lettable Space
(h)
Occupancy
Rate
of 35.17%
Available Lettable Space
(i)
Tenure
99 years leasehold (expiring on 29 December
2056)
(j)
Independent Valuer
Messrs. C.H. Williams Talhar & Wong Sdn
Bhd
(k)
Date of Valuation
3 May 2009
(l)
Methods of Valuation
Investment
Method
and
Replacement Cost Method
(m)
Market Value
RM18.5 million
(n)
Audited Net Book Value RM18.0 million
as at 30 June 2009
as the corporate office of AHB Group
(utilizing 2,366.24 sq mt); and
(ii) rented to four (4) other tenants (utilizing
5,290.74 sq mt).
3
Depreciated
(o)
Encumbrances
Charged under a first party first legal charge to
Bank Pembangunan
Dan
Infrastruktur
Malaysia Berhad, vide presentation no.
31413/2004.
(p)
Details of the rental
Currently, Wisma Amtek is occupied by the
AHB Group and four (4) other tenants for an
aggregate monthly rental of RM87,144.47.
Note:
Based on the title search conducted by the Valuer at the Selangor Registry of Land Titles, the
registered owner is stated as “Amtek Realty Sdn Bhd”. However, based on the title, the
registered owned is “Amitek Realty Sdn Bhd”. The Solicitors of AHB is currently writing to
the Selangor Registry of Land Titles for rectification of the title.
The rest of this page is intentionally left blank
4