EONMETALL GROUP BERHAD (631617D)
GENERAL ANNOUNCEMENT
-
1.
PROPOSED ACQUISTION OF ALL THAT PIECE OF LAND KNOWN AS
GERAN NO. 40426, LOT NO. 387, MUKIM 12, DAERAH SEBERANG PERAI
SELATAN, PULAU PINANG WITH AREA MEASURING APPROXIMATELY
17.2399 ACRES BY EONSTEEL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY
OF THE COMPANY, FOR A TOTAL CASH CONSIDERATION OF
RM6,758,730.40
INTRODUCTION
The Board of Directors of Eonmetall Group Berhad (“EONMETALL or the Company”)
wishes to announce that its wholly owned subsidiary, Eonsteel Sdn. Bhd. (733791D )
[“Eonsteel”] had on 19 May 2009 entered into a Sale and Purchase Agreement (“the S&P
Agreement”) with Asas Dunia Berhad (94528T), a company incorporated in Malaysia
with its registered office at Wisma Asas, 228-B, Lebuh Chulia, 10200 Penang (“Asas
Dunia”) to acquire all that piece of land known as Geran No. 40426, Lot No. 387, Mukim
12, Daerah Seberang Perai Selatan, Pulau Pinang with area measuring approximately
17.2399 acres (“the Property”) for a total cash consideration of Ringgit Malaysia Six
Million Seven Hundred and Fifty Eight Thousand and Seven Hundred and Thirty and Sen
Forty (RM6,758,730.40) only (“Purchase Consideration”) [“Proposed Acquisition”].
2.
DETAILS OF THE PROPOSED ACQUISITION
2.1 Information on the Property
That the Property is a vacant freehold industrial land.
The Property is free from all encumbrances.
2.2 Basis of Arriving at the Purchase Consideration
The Purchase Consideration for the said Property was arrived at on a willing buyer
and a willing seller basis.
2.3 Salient Terms of the S&P Agreement
The Purchase Consideration shall be settled in the following manner: (a)
The sum of Ringgit Malaysia Six Hundred and Seventy Five Thousand Eight
Hundred Seventy Three and Sen Four (RM675,873.04) (“the Deposit”) only as
deposit and part payment towards the Purchase Consideration upon execution
of the S&P Agreement and the Deposit has been duly paid to Asas Dunia; and
(b)
The balance of the purchase price amounting to Ringgit Malaysia Six Million
Eighty Two Thousand Eight Hundred and Fifty Seven and Sen Thirty Six only
(RM6,082,857.36) only (“Balance Purchase Price”) shall be fully paid by
Eonsteel to Asas Dunia within three (3) months from the date of S&P
Agreement (“Completion Date”).
2.4 Completion of Sale
The Proposed Acquisition is expected to be completed upon full and final settlement
of the Balance Purchase Price within three (3) months from the date of the S&P
Agreement and with another two (2) months extension of time given from the
Completion Date.
…2/-
-2-
EONMETALL GROUP BERHAD (631617D)
GENERAL ANNOUNCEMENT
PROPOSED ACQUISTION OF ALL THAT PIECE OF LAND KNOWN AS GERAN NO. 40426, LOT NO. 387, MUKIM 12,
DAERAH SEBERANG PERAI SELATAN, PULAU PINANG WITH AREA MEASURING APPROXIMATELY 17.2399 ACRES BY
EONSTEEL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FOR A TOTAL CASH CONSIDERATION OF
RM6,758,730.40____________________________________________________________________________________________
3.
FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
a. Earnings
The Proposed Acquisition is not expected to have any significant effect on the
EONMETALL Group’s earnings for the financial year ending 31 December 2009
other than the interest to be charge on the bank borrowing at approximately
RM180,000.
b. Net Assets and Gearing
There were no material effects of the Proposed Acquisition on the net assets.
However, the additional bank borrowings will increase the Group’s gearing level
from approximately 0.42 times to 0.48 times.
c. Share Capital and Substantial Shareholders’ Shareholding
The Proposed Acquisition will not have any effects on the issued and paid-up share
capital and substantial shareholding of the Company.
4.
INFORMATION ON ASAS DUNIA
Asas Dunia was incorporated in Malaysia under the Companies Act, 1965 with its
registered office at Wisma Asas, 228-B, Lebuh Chulia, 10200 Penang and is currently in
the business of property development, building construction, investment holding and
property investment.
The Directors and substantial shareholders of Asas Dunia are as follows:Directors as at 3 April 2009
i.
ii.
iii.
iv.
v.
vi.
vii.
Mr Chan Leong Foon
Dato’ Chan Fook Sing
Mr Chan Fook Sun
Mr Chan Fook Hean
Mr Diong Chin Teck
Mr Moo Shiew Ming
Mr Teoh Choo Ee
…3/-
-3-
EONMETALL GROUP BERHAD (631617D)
GENERAL ANNOUNCEMENT
PROPOSED ACQUISTION OF ALL THAT PIECE OF LAND KNOWN AS GERAN NO. 40426, LOT NO. 387, MUKIM 12,
DAERAH SEBERANG PERAI SELATAN, PULAU PINANG WITH AREA MEASURING APPROXIMATELY 17.2399 ACRES BY
EONSTEEL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FOR A TOTAL CASH CONSIDERATION OF
RM6,758,730.40____________________________________________________________________________________________
Substantial shareholders as at 2 May 2008
i.
ii.
iii.
iv.
v.
vi.
vii.
viii.
ix.
x.
5.
Tony Chan Holdings Sendirian Berhad
Tony Chan Leong Foon
Dato’ Jerry Chan Fook Sing
Chan Fook Sun
Chan Fook Hean
Ooi Cheng Sim
The Estate of Chan Fook Aun (Deceased)
HSBC Nominees (Asing) Sdn. Bhd. – Exempt An For Credit Suisse (SG BRTST-Asing)
Citigroup Nominees (Asing) Sdn. Bhd. – UBS AG Singapore For Torianna
Investments Limited
Mayban Nominees (Asing) Sdn. Bhd. – DBS Bank Spark Bright Ltd (240496)
SOURCE OF FUNDING
The Purchase Consideration will be satisfied by Eonsteel entirely by cash ten percent
(10%) from internally generated funds and the balance of ninety percent (90%) via bank
borrowings.
6.
ORIGINAL COST OF INVESTMENT AND THE DATE OF INVESTMENT
The Board is unable to disclose the date and cost of investment in to the Property by Asas
Dunia as this information is not privy to Eonsteel.
7.
DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST AND PERSONS
CONNECTED TO DIRECTORS AND MAJOR SHAREHOLDERS
None of the Directors, major shareholders, persons connected to Directors or persons
connected to the major shareholders of the Company and of the Group has any interest,
direct or indirect, in the Proposed Acquisition.
8.
RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition is to cater for future expansion.
9.
PROSPECTS AND RISK FACTORS
The prospect of the Proposed Acquisition is its potential for future expansion. There are
no liabilities to be assumed by Eonsteel arising for this Proposed Acquisition.
…4/-
-4-
EONMETALL GROUP BERHAD (631617D)
GENERAL ANNOUNCEMENT
PROPOSED ACQUISTION OF ALL THAT PIECE OF LAND KNOWN AS GERAN NO. 40426, LOT NO. 387, MUKIM 12,
DAERAH SEBERANG PERAI SELATAN, PULAU PINANG WITH AREA MEASURING APPROXIMATELY 17.2399 ACRES BY
EONSTEEL SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FOR A TOTAL CASH CONSIDERATION OF
RM6,758,730.40____________________________________________________________________________________________
10.
STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of EONMETALL, having considered the rationale for the
Proposed Acquisition and after careful deliberation, is of the opinion that the Proposed
Acquisition is in the best interest of the EONMETALL Group and its shareholders.
The Board is not aware of any departure from the Securities Commission’s Policies and
Guidelines on Issue/Offer of Securities pertaining to the Proposed Disposal.
11.
APPROVAL
The Proposed Acquisition is not subject to the approvals from any governmental
authority and the shareholders of EONMETALL.
12.
DOCUMENTS FOR INSPECTION
The S&P Agreement will be made available for inspection at the Registered Office of the
Company at Suite 2-1, 2nd Floor, Menara Penang Garden, 42A Jalan Sultan Ahmad Shah
10050 Penang during normal working hours from Mondays to Fridays (except public
holidays) for a period of three (3) months from the date of this announcement.