NCB HOLDINGS BHD (“NCB”) – Proposed Acquisition of land by Kontena
Nasional Berhad (“KNB”), a wholly owned subsidiary of NCB.
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
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
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
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
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
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
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 %
Tan Sri Dato’ Seri (Dr.) Ahmad - - - -
Sarji bin Abdul Hamid
Tan Sri Dato’ (Dr.) Ir. Wan Abdul - - - -
Rahman bin Haji Wan
Interested Major Shareholders
PNB 15,313,973 3.26 253,044,600 56.81
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
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.