Table 1
Properties
Registered Proprietors
Seremban Specialist Hospital Building
Seremban Specialist Hospital Sdn Bhd (“SSHSB”)
Taiping Medical Centre Building
Taiping Medical Centre Sdn Bhd (“TMCSB”) (formerly
known as Ong Maternity Centre Sdn Bhd).
Kota Kinabalu Specialist Hospital Building
Kota Kinabalu Specialist Hospital Sdn Bhd (formerly
known as Damai Specialist Centre Sdn Bhd)
(“KKSHSB”)
Bukit Mertajam Specialist Hospital Building
Bukit Mertajam
(“BMSHSB”)
KPJ Penang Specialist Hospital Building
(formerly known as Prai Specialist Hospital
Building)
BMSHSB
Tawakal Hospital Existing Building
Pusat Pakar Tawakal Sdn Bhd (“PPTSB”) and Johor
Corporation (“JCorp") (a)
KPJ Tawakal Specialist Hospital Building
PPTSB
PNC Building
Puteri Nursing College Sdn Bhd (”PNCSB”)
Specialist
Hospital
Sdn
Bhd
(b)
Notes:
(a) Land held under titled nos GRN No. 4423 and 4424, Lot Nos. 89 & 90, Section 85A, Town of
Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala Lumpur, are registered in
the name of JCorp (“JCorp Portion”)
(b)
PNCSB had on 4 June 2008 entered into a sale and purchase agreement to acquire PNC
Building from its existing owner which is still pending completion.
1
Table 2
Total Sale
Consideration
(RM’000)
Seremban
Specialist
Hospital Building
Settlements of Total Sale Consideration
Consideration Units
Issue Price
No of Units
(RM’000)
(RM’000)
(RM)
(‘000)
Cash
50,100
27,556
22,544
0.95
23,731
8,800
5,633
3,167
0.95
3,334
Kota Kinabalu Specialist
Hospital Building
13,300
4,655
8,645
0.95
9,100
Bukit Mertajam Specialist
Hospital Building
14,100
5,922
8,178
0.95
8,608
KPJ Penang Specialist
Hospital Building
53,600
50,920
2,680
0.95
2,821
Tawakal Hospital Existing
Building
37,000
24,050
12,950
0.95
13,631
KPJ Tawakal Specialist
Hospital Building
103,000
44,290
58,710
0.95
61,800
26,000
26,000
-
-
-
305,900
189,026
116,874
Taiping
Building
Medical
PNC Building
Total
Centre
2
123,025
Table 3
SEREMBAN SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.)
16,823.0
Date of Investment / Cost
of Investment 1
24 August 1996
/ RM38,900,000
Age of Building
4 years
Market
(RM)
52,850,000
Tenure
Lot Nos. 17522 and
17523
Freehold
Occupancy
Value
(“MV”)
2
The
hospital
building is presently
/ will be occupied
and operated by
SSHSB
as
a
private
specialist
hospital
Lot No. 24007
Leasehold 99 years
expiring on 14 July
2103
Gross Floor Area (sq. m.)
Notes:
1.
2.
NBV as
(RM)
14,651.6
at
31.12.2007
45,891,000
The cost of investment is the cost of land and building inclusive of the development, renovation and
expansion expenditures incurred up to 31 December 2007 on Seremban Specialist Hospital Building.
The MV is based on the valuation performed by C H William Talhar & Wong Sdn Bhd, an independent
registered firm of valuer (“Independent Valuer”) as at 20 May 2008, being the valuation date.
Chargee
Encumbrances
Bank Muamalat Malaysia Berhad
First legal charges created on 9 August 2007 over the following
pieces of land in favour of the Chargee:(a) Geran 51612, Lot No. 17522;
(b) Geran 51630, Lot No. 17523
3
Table 4
TAIPING MEDICAL CENTRE BUILDING
Land Area (sq. m.)
4,439.2
Date of Investment / Cost
of Investment 1
7 December 2007
Age of Building
15 years
MV 2 (RM)
9,300,000
Tenure
Leasehold 99 years
expiring on 25 July
2088
Occupancy
The
hospital
building is presently
occupied
and
operated
by
TMCSB
as
a
private
specialist
hospital
Gross Floor Area (sq. m.)
3,641.8
NBV as
(RM)
Notes:
1.
2.
at
31.04.2008
2,756,000
The original cost of investment of the land and building cannot be determined as they form an integral
part of the acquisition by Kumpulan Perubatan (Johor) Sdn Bhd (“KPJSB”) of 100% interest in TMCSB
for a total purchase consideration of RM18.0 million on 7 December 2007. The NBV of the land and
building as at the date of acquisition was RM2,707,000.
The MV is based on the valuation performed by the Independent Valuer as at 15 May 2008, being the
valuation date.
4
Table 5
KOTA KINABALU SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.)
3,157.6
Date of Investment / Cost
of Investment 1
16 November 2005
Age of Building
15 years
MV 2 (RM)
13,600,000
Tenure
Leasehold 99 years
expiring
on
31
December 2073
Occupancy
The
hospital
building is presently
occupied
and
operated by Damai
Specialist
Centre
Sdn. Bhd. as a
private
specialist
hospital
Gross Floor Area (sq. m.)
3,713.0
NBV as
(RM)
Notes:
1.
2.
at
31.12.2007
13,091,000
The original cost of investment of the land and building cannot be determined as they form an integral
part of the acquisition by KPJSB of 65% interest in KKSHSB for a total purchase consideration of
RM10.4 million on 16 November 2005. The NBV of the land and building as at the date of acquisition
was RM10,046,000.
The MV of Kota Kinabalu Specialist Hospital Building is based on the valuation performed by the
Independent Valuer as at 13 May 2008, being the valuation date.
Chargee
Encumbrances
OCBC Bank (Malaysia) Berhad
Town Lease 01748828 (Plan No 01125531 67 JB 54 A2),
Date of Creation
Charge 1: 30 April 2004
Charge 2: 30 April 2004
Charge 3: 30 April 2004
5
Table 6
BUKIT MERTAJAM SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.)
12,455.9
Date of Investment / Cost
of Investment 1
Age of Building
13 years
MV 2 (RM)
Tenure
Freehold
Occupancy
Gross Floor Area (sq. m.)
Notes:
1.
2.
NBV as
(RM)
3,917.1
25 February 2000
14,100,000
The
hospital
building is presently
occupied
and
operated
by
BMSHSB
as a
private
specialist
hospital and will be
operated
as
a
private healthcare
facility
at
31.12.2007
10,256,000
The original cost of investment of the land and building cannot be determined as they form an integral
part of the acquisition by KPJSB of 70% interest in BMSHSB for a total purchase consideration of RM6
on 25 February 2000. The NBV of the land and building as at the date of acquisition was RM9,898,000.
The MV is based on the valuation performed by the Independent Valuer as at 22 May 2008, being the
valuation date.
Chargee
Encumbrances
Affin Bank Berhad
GRN 41544, Lot 55
Charge 1:
Date of Creation: 19 July 2001
GRN 19017, Lot 54
Charge 1:
Date of creation: 19 July 2001
GRN 38350, Lot 1417
Charge 1:
Date of creation: 19 July 2001
6
Table 7
KPJ PENANG SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.)
Age of Building
Date of Investment / Cost
of Investment 1
20,234.3
MV 2 (RM)
Under construction
Tenure
Freehold
Occupancy
Gross Floor Area (sq. m.)
17,524.9
NBV as
(RM)
Notes:
1.
9 December 2006 /
RM21,749,000
55,900,000
The
hospital
building will be
occupied
and
operated
by
PSHSB
as
a
private
specialist
hospital
at
31.12.2007
21,749,000
BMSHSB purchased the land with partially completed building via a Sale and Purchase Agreement
dated 9 December 2006 at the price of RM12,177,878.54 and proceeded to complete the construction of
the building.
The cost of investment is the cost of land and building inclusive of the development, renovation and
expansion expenditures incurred up to 31 December 2007 on KPJ Penang Specialist Hospital Building.
2.
The MV is based on the valuation performed by the Independent Valuer as at 19 June 2008, being the
valuation date.
Encumbrances
CIMB Bank Berhad (formerly known as Bumiputera-Commerce Bank Berhad) (13491-P) of 5th floor,
Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490, Kuala Lumpur (hereinafter refeered to
as the “Existing Chargee”) has granted an Overdraft banking facility of Ringgit Malaysia Four Million
(RM4,000,000) only to the Vendor on the terms and conditions as set out in their Letter of Offer dated
2 August, 2007 (hereinafter referred to as the “Facility”. The Facility is to be secured by a first party
charge against the Property. The said security has yet to be registered on the Title Deed.
7
Table 8
TAWAKAL HOSPITAL EXISTING BUILDING
Land Area (sq. m.)
2,827.8
Date of Investment / Cost
of Investment 1
Age of Building
25
MV 2 (RM)
Tenure
Lot Nos. 124 & 125
for Leasehold 99
years expiring 25 July
2077
Occupancy
37,000,000
The
hospital
building is presently
occupied
and
operated
by
PPTSB as a private
specialist hospital
and
will
be
operated
as
a
private healthcare
facility
Remaining lots are
freehold
Gross Floor Area (sq. m.)
Notes:
1.
2.
NBV as
(RM)
11,141.4
6 October 1994 /
RM34,769,000
at
31.12.2007
35,977,000
The cost of investment is the cost of land and building inclusive of the development, renovation and
expansion expenditures incurred up to 31 December 2007 on Tawakal Hospital Existing Building.
The MV of Tawakal Hospital Existing Building is based on the valuation prepared by the Independent
Valuer. The valuation has been carried on the assumptions that:a)
In the event that the portion of the land adjoining Lot No. 124 is not alienated to PPTSB, the
affected building structures are to be demolished and reinstated in accordance with the approved
building plans.
b)
The renovation / as-built plans for Lot Nos. 78 to 88 and 124 & 125 (all inclusive), Section 85A,
Town of Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala Lumpur are approved
by Dewan Bandaraya Kuala Lumpur and is issued with the certificate of fitness for occupation.
Chargee
Encumbrances
AmInvestment Bank Berhad
(previously known as AmMerchant
Bank Berhad)
First legal charges created on 16 September 2003 over the
following pieces of land in favour of the Chargee:(a) Geran 4412, Lot No 87, Seksyen 86A,
(b) Geran 4422, Lot No 88, Seksyen 86A,
(c) Geran 4425, Lot No 91, Seksyen 86A,
(d) Geran 4432, Lot No 98, Seksyen 86A,
(e) Geran 4433, Lot No 99, Seksyen 86A,
(f) Geran 4434, Lot No 100, Seksyen 86A,
(g) Geran 4435, Lot No 101, Seksyen 86A,
(h) Geran 4436, Lot No 102, Seksyen 86A,
(i) Geran 4412, Lot No 78, Seksyen 86A,
(j) Geran 4413, Lot No 79, Seksyen 86A,
(k) Geran 4414, Lot No 80, Seksyen 86A,
(l) Geran 4415, Lot No 81, Seksyen 86A,
(m) Geran 4416, Lot No 82, Seksyen 86A,
(n) Geran 4417, Lot No 83, Seksyen 86A,
(o) Geran 4418, Lot No 84, Seksyen 86A,
(p) Geran 4419, Lot No 85, Seksyen 86A,
(q) Geran 4420, Lot No 86, Seksyen 86A,
8
(r) Pajakan Negeri 6271, Lot No. 124, Seksyen 85A, and
(s) Pajakan Negeri 6272, Lot No. 125, Seksyen 85A
Table 9
KPJ TAWAKAL SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.)
Age of Building
Date of Investment / Cost
of Investment 1
8,284.0
Under construction
MV 2 (RM)
107,500,000
The
hospital
building will be
occupied
and
operated
by
PPTSB as a private
specialist hospital
Tenure
Freehold
Occupancy
Gross Floor Area (sq. m.)
31,228.3
NBV as
(RM)
Notes:
1.
5 April 2003 /
62,141,000
at
31.12.2007
62,141,000
The cost of investment is the cost of land and building inclusive of the development, renovation and
expansion expenditures incurred up to 31 December 2007 on KPJ Tawakal Specialist Hospital Building.
PPTSB purchased the land via a Sale and Purchase Agreement dated 5 April 2003 at the price of
RM28,271,681.70.
2.
The MV is based on the valuation performed by the Independent Valuer as at 20 May 2008, being the
valuation date.
Chargee
Encumbrances
AmInvestment Bank Berhad
(previously known as AmMerchant
Bank Berhad)
First legal charges created on 23 September 2003, on the
following properties in favour of the Chargee:(a)
(b)
HS(D) 114983, PT 136; and
HS(D) 114982, PT 135
9
Table 10
PNC BUILDING
Land Area (sq. m.)
Age of Building
Date of Investment / Cost
of Investment 1
91,411.0
MV 2 (RM)
2
Tenure
Freehold
Occupancy
Gross Floor Area (sq. m.)
11,939.7
NBV as
(RM)
Notes:
1.
2.
4 June 2008 /
RM26,000,000
27,500,000
The building will be
occupied
and
operated
by
PNCSB
as
a
private
nursing
college and allied
health services
at
31.12.2007
26,000,000
The cost of investment is the purchase consideration payable for the acquisition of the PNC Building.
The MV is based on the valuation performed by the Independent Valuer as at 20 May 2008, being the
valuation date.
10
Table 11
Directors of DRMSB as at 31 July 2008
Name
Position
Tan Sri Dato’ Muhammad Ali Hashim
Non-Independent Non-Executive Chairman
Datin Paduka Siti Sa’diah Binti Sh Bakir
Non-Independent Non-Executive Director
Kamaruzzaman Bin Abu Kassim
Non-Independent Non-Executive Director
Lukman Bin Haji Abu Bakar
Non-Independent Non-Executive Director
Dr. Mohd Hafetz Bin Ahmad
Independent Non-Executive Director
Zainah Binti Mustafa
Independent Non-Executive Director
Substantial Unitholders of Al-`Aqar as at 31 July 2008
Name
Unitholdings
No. of Units
%
Lembaga Tabung Haji
64,307,699
15.00
HSBC Noms (T) Sdn Bhd – A/C Selangor Specialist Hospital
Sdn Bhd (formerly known as Selangor Medical Centres Sdn
Bhd) (355-300641-089)
35,000,000
8.16
Ipoh Specialist Hospital Sdn Bhd (formerly known as Medical
Associates Sdn Bhd)
28,000,000
6.53
Ampang Puteri Specialist Hospital Sdn Bhd (formerly known as
Puteri Specialist Hospital Sdn Bhd)
26,436,000
6.17
Damansara Specialist Hospital Sdn Bhd
24,080,000
5.62
11
Table 12
The audited financial information of Al-‘Aqar for the past two (2) years and the latest interim results
are set out below:2006
2007
Three (3) months
ending 31 March
2008
RM’000
RM’000
RM’000
Revenue
Income before tax
Taxation
Net income After Tax
27,535
23,580
23,580
35,702
25,338
25,338
10,242
6,415
6,415
Issued and paid-up units
Gross earnings per unit (sen)
Net earnings per unit (sen)
340,000
6.94
6.94
481,000
7.45
7.45
651,290
1.89
1.89
Net income distribution
9,248
24,890
-
Income distribution per unit
Gross (sen)
Net (sen)
2.72
2.72
7.32
7.32
-
Financial year end 31 December
Audited accounts are only available since FYE 31 December 2006 as Al-`Aqar was established
on 27 June 2006.
12
Table 13
Proforma effects of the Proposed Disposals based on the latest audited consolidated financial
statements of KPJ Group as at 31 December 2007
Audited as at
31.12.2007
RM'000
Adjusted
balance at
31.12.2007 (1)
RM’000
After Proposed
Disposals
RM'000
Shareholders' equity
Share capital
207,745
207,745
207,745
Reserve
301,083
301,325
321,592
Shareholders' funds
508,828
508,980
529,337
45,742
45,742
48,074
554,570
554,570
554,722
554,722
577,411
577,411
2.67
2.67
2.78
393,930
449,930
292,845
0.77
0.88
0.55
Add:
Minority interests
NA
NA per share (RM)
Total borrowings
Gearing ratio (times)
(Based on shareholders’ funds)
Note
(1)
The adjusted balance incorporate proforma adjustments arising from the acquisition of TMCSB
which was completed on 22 January 2008, the acquisition of PNC Building and the inclusion of
estimated cost to completion for KPJ Penang Specialist Hospital Building and KPJ Tawakal
Specialist Hospital Building which is expected to be completed before the completion of the
Proposed Disposals. The estimated additional cost is expected to be financed by existing credit
facilities.
.
Table 14
13
Audited
as at 31.12.2007
RM'000
85,255
Profit before taxation and minority
interest
Profit after taxation and minority interest
Number of share in issue ('000)
Gross EPS (sen)
Net EPS (sen)
74,237
207,745
41.04
35.73
Adjusted
balance at
31.12.2007 (1)
RM’000
85,407
After the Proposed
Disposals
RM'000
99,312
74,389
207,745
41.11
35.81
97,283
207,745
47.80
46.83
Note
(1)
The adjusted balance incorporate proforma adjustments arising from the acquisition of TMCSB
which was completed on 22 January 2008, the acquisition of PNC Building and the inclusion of
estimated cost to completion for KPJ Penang Specialist Hospital Building and KPJ Tawakal
Specialist Hospital Building which is expected to be completed before the completion of the
Proposed Disposals. The estimated additional cost is expected to be financed by existing credit
facilities.
Table 15
The proposed utilisation of cash proceeds are set out below:Total
RM(‘000)
Repayment of bank borrowings
157,085
Payment to JCorp for the JCorp Portion
3,900
Expenses in relation to the Proposed Disposals
700
Working Capital
27,341
Total proceeds
189,026
14