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TEXT OF THE ANNOUNCEMENT TO BURSA SECURITIES ...

By Leslie Washington,2014-07-01 16:22
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TEXT OF THE ANNOUNCEMENT TO BURSA SECURITIES ...

    NCB HOLDINGS BHD (“NCB”) – Proposed Acquisition of land by Kontena

    Nasional Berhad (“KNB”), a wholly owned subsidiary of NCB.

    Contents:

1. INTRODUCTION

    Pursuant to paragraph 10.07 and 10.08 of the Bursa Listing Requirements, the Board of Directors of NCB wishes to announce that KNB, a wholly owned thsubsidiary of NCB has on 26 June 2007 entered into a Sale and Purchase

    Agreement (“SPA”) with Prominent Acres Sdn Bhd (“PASB”) for the purchase of a two (2) plots of land within the Mukim of Kapar, Daerah Klang, Selangor having a total area of approximately 44.13 acres (“Land”) free from all

    encumbrances and with vacant possession for a total cash consideration of RM17,300,212.92 (“Proposed Acquisition”).

2. INFORMATION ON KNB AND PASB

2.1 Information on KNB

     thKNB was incorporated on the 26 August 1971 under the Companies Act,

    1965 having its registered office at Ibu Pejabat KN, Batu 9, Jalan Klang

    Lama 46000, Seri Setia, Selangor Darul Ehsan. Its principal business

    activity is in container haulage, warehousing and distribution. The

    authorised share capital of the company is RM500,000,000 comprising

    500,000,000 ordinary shares of RM1.00 each and its issued and paid up

    capital is RM28,711,746 comprising 28,711,746 ordinary shares of

    RM1.00 each.

    KNB is a 100% owned subsidiary of NCB, an investment holding

    company which is listed on the Main Board of Bursa Malaysia Securities

    Berhad (“Bursa Securities”). One of the major shareholders of NCB is

    Permodalan Nasional Berhad (“PNB”), by virtue of the shareholdings of

    unit trust funds managed by Permodalan Nasional Berhad ( PNB”).

2.2 Information on PASB

     thPASB was incorporated on the 30 November 1994, under the Companies

    Act, 1965 having its registered office at Tingkat 9, Wisma UEP, Jalan USJ

    10/1A, Pusat Perniagaan USJ 10, 47620 Subang Jaya, Selangor Darul

    Ehsan. Its principal activity is in property investment, development and

    plantation. The authorised share capital of the company is RM1,000,000

    comprising 1,000,000 ordinary shares of RM1.00 each and its issued and

    paid up capital is RM1,000,000 comprising 1,000,000 ordinary shares of

    RM1.00 each.

    PASB is 50.0% owned by Sime UEP Properties Berhad (“SUPB”) and

    50.0% owned by Consolidated Plantations Berhad (“CPB”). One of the

    ultimate major shareholders of both SUPB and CPB is PNB, by virtue of

    the shareholdings of the unit trust funds managed by PNB. PASB is the

    registered and beneficial owner of the Land.

3. DETAILS OF THE PROPOSED ACQUISITION

    PASB, being the vendor agrees to sell and KNB as the purchaser agrees to purchase the Land, on an “as is where is” basis in their present condition and free from all encumbrance and with vacant possession and subject to all conditions contained in the SPA.

3.1 Details of the Property

    The property comprise two (2) pieces of land. The 1st land measuring

    126,193 square metres is held under Title No.GRN 43498, Lot 37465 ndMukim of Kapar, Daerah Klang, Selangor and the 2 land measuring

    13.376 acres held under Title No. HSD 13093, PT 223 (Lot 13040)Mukim

    of Bukit Raja, Daerah Klang, Selangor.

    The subject property is situated at the periphery of Shah Alam/Klang and

    forms part of Bandar Bukit Raja. The Bukit Raja Interchange of the New

    Klang Valley Expressway (“NKVE”) is located about 1 kilometre due

    south-east of the subject land. Shah Alam city centre and Klang town

    centre are located about 10 kilometres due east and 5 kilometres due

    south-west of the subject land respectively and whilst Kuala Lumpur city

    centre is 45 kilometres due north-east.

    The land which is freehold is a partly vacant land and partly was

    previously a palm oil plantation which has been abandoned. Lot 37465

    has category of land use as nil and PT 223 is categorized as agriculture.

    3.2 Salient Terms of the Proposed Acquisition

    The salient terms of the Proposed Acquisition of the Land is as follow: -

3.2.1 Condition Precedent

    The completion of the agreement is conditional upon the approval

    of the Estate Land Board (“ELB”) being obtained for the sale and

    transfer of Land by the vendor to the purchaser within one hundred

    twenty days (120) days from the date of the SPA.

    In the event the approval is refused by the ELB or is granted on

    terms and condition not acceptable to the purchaser and/or the

    vendor within the approval period, the vendor shall refund to the

    purchaser the deposit free of interest within fourteen (14) days.

3.2.2 Mode of Settlement

    The purchase consideration is to be satisfied in the following

    manner:-

    a) Deposit of RM1,730,021.20 shall be paid in cash

    immediately upon signing of the SPA;

    b) The balance of RM15,570,191.72 shall be paid in cash

    within 90 days from the commencement date. The

    commencement date is the date of receipt by the purchaser

    solicitors of a copy of the document from ELB granting the

    ELB approval.

    3.3 Basis of Purchase Consideration

    The purchase consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the valuation of the Land carried out by Messrs. Jones Lang Wootton, a firm of independent valuers thon 10 April 2007. The Land was valued at RM10.00 per square foot based on market value using the Comparative Method.

    3.4 Source of Funding

    The Proposed Acquisition shall be funded entirely by internally generated funds.

3.5 Original Cost of Investment

    The Land was acquired by the vendor on 15 February 1995 for a total

    purchase consideration of RM 1.62 per sq foot.

3.6 Liabilities to be assumed

    There are no liabilities, including contingent liabilities and guarantees to

    be assumed by the company arising from the Proposed Acquisition.

4. RATIONALE FOR THE PROPOSED ACQUISITION

    This purchase is part of the Company’s plan to transform itself from a major container haulier into a total logistics provider. The company will be concentrating more on its logistics business, which is the prime reason for the Land to be developed into a logistics hub offering comprehensive services such as warehousing and distribution. The conversion, improvement and construction of the commercial warehouses and buildings is expected to have an indicative cost of RM100 million. The total time until commissioning of the facilities is expected to take 3 years. The funding for the development will be from internally generated funds.

5. EFFECTS OF THE PROPOSED ACQUISITION

    The Proposed Acquisition will not have any material effect on the issued and paid-up share capital of NCB, the shareholdings of the substantial shareholders of NCB, the Earnings Per Share and Net Assets per Share and Gearing. However, the acquisition is expected to contribute positively to the future earnings of NCB.

6. PROSPECTS AND RISK FACTORS OF THE ASSET

    The Land is located in an established prime area with good accessibility to NKVE, Shapadu Highway, Northport and Westport which are key to the business haulage, warehousing and distribution. The area identified will be the main operating hub for KNB’s total logistics centre.

    However, there are no absolute assurance in the realisation of anticipated benefits

    accruing from the Proposed Acquisition as changes in political, economic and regulatory

    conditions in Malaysia can impact the financial and business of NCB.

7. ESTIMATED TIME FRAME FOR COMPLETION AND APPROVALS

    REQUIRED

    The Proposed Acquisition is expected to be completed within 90 days from the commencement date. The commencement date being the date of receipt by the purchasers’ solicitors of a copy of the document from ELB granting the ELB approval.

    There is no approval required to be sought by NCB from their shareholders or any authorities in respect of the Proposed Acquisition.

8. DEPARTURE FROM THE SC’S POLICIES AND GUIDELINES ON

    ISSUE/OFFER OF SECURITIES (“SC GUIDELINES”)

    The directors are not aware of any departure from the SC Guidelines arising from the Proposed Acquisition.

9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR

    PERSONS CONNECTED

    The direct and indirect shareholdings of the interested directors and major shareholders of NCB as at 31 May 2007 are as follows:

     <------------ Direct -----------<-------------- Indirect -----------

    --> -->

     No. of % No. of Shares %

    ordinary

    shares of

    RM1.00

    each in

    NCB

    (“Shares”)

     Interested Directors

Tan Sri Dato’ Seri (Dr.) Ahmad - - - -

    Sarji bin Abdul Hamid

    Tan Sri Dato’ (Dr.) Ir. Wan Abdul - - - -

    Rahman bin Haji Wan

    Ya’acob

     Interested Major Shareholders

PNB 15,313,973 3.26 253,044,600 56.81

Note:

     1 Deemed interested by virtue of the shareholdings of unit trust funds managed by PNB in NCB

    held under Amanah Raya Nominees (Tempatan) Sdn Bhd. The Shares held are held under the

    following accounts:

     No. of Shares held %

    Skim Amanah Saham Bumiputra 217,410,000 46.23

    Amanah Saham Wawasan 2020 32,663,600 6.95

    Amanah Saham Didik 1,936,000 0.41

    Amanah Saham Malaysia 1,035,000 0.22

    Save as disclosed below, none of the directors and/or major shareholders and/or persons connected to the directors and /or major shareholders have any interest, whether directly or indirectly, in the Proposed Acquisition:-

9.1 Interested Director

    Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid is deemed

    interested in the Proposed Acquisition by virtue of his common

    directorship in Sime Darby Berhad and NCB, the ultimate holding

    companies of PASB and KNB respectively. SUPB is the 51.2% owned

    subsidiary of Sime Darby Berhad.

    Tan Sri Dato’ (Dr.) Ir. Wan Abdul Rahman bin Haji Wan Ya’acob is

    deemed interested by virtue of his common directorship in SUPB, the

    immediate holding company of PASB and NCB.

9.2 Interested Major Shareholders

    As set out in the table above, PNB is an interested major shareholder and

    has a direct shareholding of 3.6% in NCB and an indirect shareholding of

    53.8% in NCB by virtue of the shareholdings of the unit trust funds

    managed by PNB in NCB held under Amanah Raya Nominees (Tempatan)

    Sdn Bhd. As KNB is the wholly-owned subsidiary of NCB, PNB therefore

    is deemed interested in the Proposed Acquisition.

    In view of the aforesaid potential interest, the Interested Directors have

    abstained and will continue to abstain from all deliberations and voting in

    relation to the Proposed Acquisition at the relevant Board meetings.

10. DIRECTOR’S OPINION

    Save for the interested Directors as disclosed in Section 9, the Board having considered all aspects of the Proposed Acquisition, is of the opinion that the

    Proposed Acquisition is in the best interest of NCB and the terms and conditions are fair and reasonable to the shareholders.

11. DOCUMENTS FOR INSPECTION

    A copy of the SPA is available for inspection at the registered office of NCB at Ibu Pejabat KN, Batu 9, Jalan Klang Lama 46000, Seri Setia, Selangor Darul Ehsan during normal business hours on any week days except public holidays for a period of three (3) months from the date of this announcement.

    This announcement is dated 26 June 2007.

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