RELATED PARTY TRANSACTION
TRANSFER OF SHARES BETWEEN SUBSIDIARIES OF GOLDIS BERHAD
1. INTRODUCTION
The Board of Directors of Goldis Berhad (“Goldis”) wishes to announce that GTower Sdn Bhd
(“GTower”), a 80% owned subsidiary of Goldis and Triple Hallmark Sdn Bhd (“Triple Hallmark”), a
wholly-owned subsidiary of Goldis have on 31 May 2012 entered into Shares Sale Agreements
(“SSA”) in relation to the following transfer of shares from GTower to Triple Hallmark for a total
cash consideration of RM300,000.00 (“Share Transfer”).
Company
Transferor
Transferee
No of Shares
(“Sale Shares”)
100,000
Purchase Price
Elements Gym Sdn Bhd
(“Elements Gym”)
G City Club Hotel Sdn
Bhd
(“G City Club Hotel”)
Sonata Vision Sdn Bhd
(“Sonata Vision”)
GTower
Triple Hallmark
GTower
Triple Hallmark
100,000
RM100,000.00
GTower
Triple Hallmark
100,000
RM100,000.00
RM100,000.00
RM300,000.00
2. INFORMATION ON GTOWER AND TRIPLE HALLMARK
GTOWER
GTower was incorporated in Malaysia on 21 July 1993 as a private limited company under the name
of LA Residence Sdn Bhd and changed its name to Goldis Tower on 9 March 2006 and subsequently
to its current name on 23 April 2008. Its authorized and paid-up share capital is RM50,000,000
comprising 50,000,000 ordinary shares of RM1.00 each. The principal activity of GTower is property
investment holding.
TRIPLE HALLMARK
Triple Hallmark was incorporated in Malaysia on 20 February 2012 as a private limited company. Its
authorized capital is RM100,000.00 divided into 100,000 ordinary shares of RM1.00 each and its
issued and paid-up capital is RM2.00 divided into 2 ordinary shares of RM1.00 each. It is currently
dormant.
3. SALIENT TERMS AND CONDITIONS OF THE SSA
The salient terms and conditions of the SSA are, inter-alia, as follow:3.1
GTower agrees to sell and Triple Hallmark agrees to buy the Sale Shares free from all liens,
claims, equities, charges, encumbrances or third party rights of whatsoever nature and with all
rights, benefits and entitlements attaching thereto or accruing from the Completion Date
(including the right to receive all dividends and distributions declared, made or paid on or after
the Completion Date) at the Purchase Price.
3.2
Unless otherwise agreed by the Parties in writing, completion of the SSA shall take place on the
Completion Date at the registered office of the Company or such other place as the Parties may
hereafter agree upon in writing.
4. BASIS OF ARRIVING AT PURCHASE PRICE
The Purchase Price for the Sale Shares of RM300,000.00 was based on RM1.00 per share after taking
into consideration the unaudited Net Tangible Liability as at 31 January 2012.
5. SOURCE OF FUNDS
The Purchase Price will be funded through borrowings.
6. RATIONALE
The Share Transfer is implemented pursuant to an internal rationalization exercise to streamline the
structure of the investments in Goldis Group.
7. FINANCIAL EFFECTS OF THE SHARE TRANSFER
The financial effects of the Share Transfer are as follows:7.1
Share Capital and Substantial Shareholders’ Shareholding
The Share Transfer does not have any effect on the issued and paid up capital and substantial
shareholders’ shareholding of Goldis.
7.2
Net Assets and Gearing
The Share Transfer does not have any material effect on the net assets and gearing of Goldis.
7.3
Earnings
The Share Transfer does not have any material effect on the earnings of Goldis for the current
financial year.
8.
RISKS FACTORS
Insofar as the Board is aware, there is no risk arising from the Share Transfer which could
materially or adversely affect the financial and operating conditions of the Goldis Group.
9.
RELATED PARTY TRANSACTION
The Share Transfer is a related party transaction. In view of the cash consideration exceeding the
threshold of RM250,000.00 for a related party transaction as set out in Chapter 10.08(1) of the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“MMLR”), an
announcement would be required under MMLR, with the highest percentage ratio applicable of
0.44% pursuant to paragraph 10.02(g) of the MMLR.
10.
TOTAL AMOUNT TRANSACTED FOR THE PRECEDING 12 MONTHS
No transaction was entered into between GTower and Triple Hallmark for the preceding 12
months.
11.
ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances, the Share Transfer is expected to be completed within 1
month from the date of the SSA.
12.
APPROVALS REQUIRED
The Share Transfer is not subject to the approval of the shareholders of Goldis.
13.
DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
Tan Lei Cheng (“TLC”) is a director of Goldis, GTower, Elements Gym, G City Club
Hotel, Sonata Vision and Triple Hallmark. She is a shareholder of Goldis and GTower.
She is a daughter of Dato Tan Chin Nam (“DTCN”) and a sister to Tan Boon Seng
(“TBS”) and Tan Boon Lee (“TBL”).
(ii) Tan Boon Lee is (“TBL”) is a director of Goldis. He is a shareholder of Goldis and
GTower. He is the son of DTCN and a brother to TBS and TLC.
(iii) Pauline Tan Suat Ming (“PTSM”) is a director and substantial shareholder of Goldis.
She is a shareholder of GTower. She is a sister of Robert Tan Chung Meng (“RTCM”)
and Tony Tan @ Choon Keat (“TTCK” ) who are substantial shareholders of Goldis.
(iv) TBS is a major shareholder of Goldis and a shareholder of GTower. He is a son of
DTCN and a brother of TLC and TBL.
(v) RTCM is a substantial shareholder of Goldis. He is a brother of PTSM and TTCK.
(vi) TTCK is a substantial shareholder of Goldis. He is a brother of RTCM and PTSM.
(vii) Tan Kim Yeow Sdn Bhd (“TKYSB”) is a substantial shareholder of Goldis and a
shareholder of GTower. It is a person connected to RTCM, PTSM and TTCK.
(viii) Tan Chin Nam Sdn Bhd (“TCNSB”) is a substantial shareholder of Goldis and a
shareholder of GTower. It is a person connected to DCTN.
(ix) Wah Seong (Malaya) Trading Co. Sdn Bhd (“WSTSB”) is a substantial shareholder of
Goldis and a shareholder of GTower. It is a person connected to RTCM, DTCN, PTSM,
TTCK, TCNSB and TKYSB.
(x) Colin Ng Cho Leng, Chow Lai Ping, Chong Chui Fern, Connie Cheng Wai-Ka, Datin
Choy Wor Lin (“CWL”), Dasar Mutiara (M) Sdn Bhd, Leong Kok Chi, SLW Sdn Bhd,
Tan Mei Sian and Tan Yee Seng are shareholders of Goldis and GTower.
(xi) Micasa Investments (S) Pte Ltd is a shareholder of GTower and person connected to
TLC, TBL, TBS, DCTN and CWL.
(i)
Save as disclosed above, none of the directors, substantial shareholders and persons
connected to the directors or substantial shareholders of Goldis have any interest direct or
indirect in the Share Transfer.
14.
STATEMENT BY THE AUDIT COMMITTEE AND BOARD OF DIRECTORS
The Audit Committee has considered all aspects of the transaction and is of the opinion that the
transaction is fair, reasonable, on normal commercial terms and not detrimental to the interest of
the minority shareholders and that the transaction is in the best interest of the Goldis Group.
The Board of Directors (other than Ms Tan Lei Cheng, Mr Tan Boon Lee and Ms Pauline Tan Suat
Ming) concurred with the Audit Committee’s opinion and agreed that the transaction is made in the
best interests of the Goldis Group.
15.
COMPLIANCE WITH SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON
ISSUE/OFFER OF SECURITIES
To the best knowledge of the Board, the Share Transfer does not depart from the Securities
Commissions policies and guidelines on issue/offer of securities.
16.
DOCUMENTS AVAILABLE FOR INSPECTION
The SSA will be available for inspection during normal business hours on Mondays to Fridays
(except public holidays) at the registered office of Goldis at Suite 28-03, Level 28, GTower, 199,
Jalan Tun Razak, 50400 Kuala Lumpur for a period of 3 months from the date of this
announcement.