Bursa Announcements

Date : 02 October 2013

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS AEON CO. (M) BHD. ("the Company" or “AEON CO.”) - SALE AND PURCHASE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND AEON REIT INVESTMENT CORPORATION

AEON CO. (M) BHD

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionAEON CO. (M) BHD. ("the Company" or “AEON CO.”)
- SALE AND PURCHASE AGREEMENT ENTERED INTO BETWEEN AEON CO. AND AEON REIT INVESTMENT CORPORATION
1. INTRODUCTION
      The Board of Directors of the Company (“Board”) wishes to announce that the Company has on 2 October 2013 entered into a Sale and Purchase Agreement (“Agreement”) with AEON REIT INVESTMENT CORPORATION having its registered office at 1-2-1 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-0054 JAPAN (“J-REIT”) in respect of the disposal of 18.18% undivided share of a piece of land held under Geran Hakmilik No. 76558, Lot No. 49045, Mukim Pulai, Daerah Johor Bahru, Negeri Johor, measuring approximately 35,070 square meters in area (“Land”) together with 18.18% undivided share of the AEON Taman Universiti Shopping Centre erected thereon (“Building”) and bearing the postal address of No. 4, Jalan Pendidikan, Taman Universiti, 81300 Skudai, Johor Darul Takzim at the disposal price of Ringgit Malaysia Twenty Million (RM20,000,000.00) only (“Disposal Price”) which is derived from the valuation of the Land and Building in the sum of Ringgit Malaysia One Hundred and Ten Million (RM110,000,000.00) only in accordance with the terms and conditions as stipulated in the Agreement (“Transaction”). The Land and Building are collectively referred to as “Property”.

2. INFORMATION ON J-REIT
      J-REIT is an investment company incorporated in Japan with its place of business at 1-2-1 Kandanishiki-cho, Chiyoda-ku, Tokyo 101-0054 Japan with a paid-up share capital of JPY500,000,000. J-REIT’s principal activities are to own and operate real estate properties and property-related assets.


3. INFORMATION OF THE PROPERTY

The Property comprising Land which is a freehold land, held under an individual title Geran No. Hakmilik 76558, Lot No. 49045, Mukim Pulai, Daerah Johor Bahru, Negeri Johor, measuring approximately 35,070 square meters in area and the Building erected thereon and bearing the postal address of No. 4, Jalan Pendidikan, Taman Universiti, 81300 Skudai, Johor Darul Takzim is currently used for the purpose of operating of a shopping centre with car parks and departmental stores cum supermarket. The Net Book Value of the 18.18% undivided share of the Land and the Building based on the latest Audited Financial Statements for the financial year ended 31 December 2012 is RM5.08 million and the age of the Building is 11 years.


4. DETAILS OF THE DISPOSAL

      4.1 The Company is the registered, legal and beneficial owner of the Land together with the Building erected thereon including all fittings and fixtures.

      4.2 The Property is presently free from encumbrances.

      4.3 The Land is subject to the express conditions and restrictions in interests.

4.4 The Company has agreed to sell to J-REIT and J-REIT has agreed to purchase from the Company the 18.18% undivided share of the Property for the sum of Ringgit Malaysia Twenty Million (RM20,000,000.00) only (“J-REIT Share”) which is derived from the valuation of the Property in the sum of Ringgit Malaysia One Hundred Ten Million (RM110,000,000.00) only and the remaining 81.82% undivided share of the Property shall be retained by the Company (“Aeon Malaysia Share”) and the Company’s capacity as the owner of the Aeon Malaysia Share shall be hereinafter referred to as “Aeon (M) Share Owner”.

4.5 The parties contemplate that the Company as trustee for J-REIT shall be registered as the legal owner of the J-REIT Share and a declaration of trust (“Declaration of Trust”) shall be executed simultaneously with the Agreement to declare that the J-REIT Share is held by the Company (this capacity of the Company shall be hereinafter referred to as “Trustee”) in trust for J-REIT in absolute benefit but shall only take effect upon fulfilment of the terms and conditions of the Agreement.

4.6 The Company and J-REIT further agreed that the J-REIT Share shall be purchased free from all encumbrances, subject to the terms and conditions, either expressed or implied, in the document of title of the Land, at the Disposal Price subject to the terms and conditions of the Agreement.

4.7 In consideration of mutual promises set out in the Agreement, J-REIT has agreed to grant and the Company, Aeon (M) Share Owner has agreed to take a lease of the J-REIT Share to continue to use the entirety of the Property for a period of 10 years at the monthly rent of RM117,466.00 per month in consideration for the Company’s performance of its obligations in accordance with the terms and conditions set out in the lease agreement. The monthly rent shall be adjusted once every three (3) years in line with the changes in the Consumer Price Index (CPI) of Malaysia provided that such increase shall not be more than ten (10%) percent from the last monthly rent payable. A lease agreement shall be executed simultaneously with the Agreement.

4.8 Further to the above, the Parties also agree to enter into the Declaration of Trust to govern, inter alia:

      (a) the Company’s various obligations as the Trustee including, without limitation, reporting obligations to J-REIT with respect to the maintenance of the trust account; and

      (b) rental to be paid to J-REIT by making payments to the account held by the Company as trustee for the benefit of J-REIT for leasing rights and interest arising from the J-REIT Share to the Company in the capacity of the Aeon (M) Share Owner and allowing the Company to continue to use the entirety of the Property, in accordance with the terms and conditions set out herein.

      4.9 J-REIT has agreed to appoint and the Company has agreed to be appointed as shopping centre business manager to J-REIT to operate and maintain the Property upon the terms and conditions set out in the SC Business Management Agreement which shall be executed simultaneously with the Agreement.



5. BASIS OF DETERMINING THE VALUE OF THE PROPERTY
      The valuation of the Property amounting to Ringgit Malaysia One Hundred Ten Million (RM110,000,000.00) only was carried out by the valuer, Knight Frank, on 1 July 2013 which adopted the Investment Method which is a method that considers income and expenses related to the Property being valued and estimates value through a capitalisation process.


6. SALIENT FEATURES OF THE AGREEMENT

The salient terms and conditions of the Agreement, among others, are as follows:-
      6.1 The sale of the J-REIT Share by the Company to J-REIT shall be conditional upon the following being fulfilled within 7 months commencing from the date of the Agreement or such other extended period that may be mutually agreed between the Parties in writing:-
      a) J-REIT shall at its own cost and expense apply for and obtain the approval of the State Authority pursuant to Section 433B of the National Land Code for the sale and purchase of the J-REIT Share by J-REIT;

      b) J-REIT shall at its own cost and expense apply for and obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Co-operatives and Consumerism in relation to the transaction contemplated in the Agreement and for the continual operation of a shopping centre and a departmental store cum supermarket on the Land, if required;

      c) the Company shall at its own cost and expense apply for and obtain the approval of the State Authority pursuant to Section 433E of the National Land Code for the sale of the J-REIT Share by the Company, if required;

      d) the Company as trustee for J-REIT in its capacity as Lessor shall at its own cost and expense apply for and obtain the approval of the State Authority pursuant to Section 433E of the National Land Code to lease the J-REIT Share to the Company, if required;

      e) the Company in its capacity as the Lessee shall at its own cost and expense apply for and obtain the approval of the State Authority pursuant to Section 433B of the National Land Code for the lease of the J-REIT Share, if required;

      f) The Company shall at its own cost and expense apply for and obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Co-operatives and Consumerism in relation to the transaction contemplated in the Agreement and for the continual operation of a shopping centre and a departmental store cum supermarket on the Land, if required;

      g) the listing of the shares of J-REIT on the Tokyo Stock Exchange; and

      h) all works and other actions of delivery documents such as corporate documents, J-REIT’s Documents, Title Deed and other documents listed and defined in the Agreement shall have been completed.

    6.2 Two percent (2%) of the Purchase Price for the J-REIT Share shall be paid by J-REIT to the Company upon the execution of the Agreement (which has been received by the Company) and eight percent (8%) of the Purchase Price for the J-REIT Share shall be paid by J-REIT to the Company upon completion of listing of the shares of J-REIT on the Tokyo Stock Exchange. The remaining ninety percent (90%) of the Disposal Price shall be paid by J-REIT to the Company on or before the expiry of the completion period.


    7. COMPLETION OF THE DISPOSAL TRANSACTION

    7.1 The completion of the transfer of the J-REIT Share to AEON CO. as trustee for J-REIT in accordance with the terms of the Agreement.
        7.2 Upon the receipt of the duly endorsed Title Deed of the Transfer and Declaration of Trust from the land registry, J-REIT shall cause J-REIT’s Solicitors to deliver the duly registered original Title Deed to the Company and a certified true copy of the same to J-REIT.


    8. RATIONALE OF THE TRANSACTION
        The Transaction allows the Company to enjoy synergistic benefits with J-REIT.

    9. THE EXPECTED GAINS OR LOSSES ARISING FROM THE TRANSACTION

        The Transaction is not expected to give rise to any gains or losses on the earnings of the Company for the current financial year ending 31 December 2013. Upon the completion, the Transaction is expected to give rise to an estimated gain of RM15 million for the financial year ending 31 December 2014.


    10. ASSUMPTION OF LIABILITIES FOR THE TRANSACTION

    The Transaction will not have any effect on the liabilities of the Company.
      11. EFFECT OF THE TRANSACTION

      11.1 Share Capital and Substantial Shareholders’ Shareholdings

              The Transaction will not have any effect on the share capital of the Company or the shareholdings of substantial shareholders.

      11.2 Earnings and Net Assets
              The Transaction is not expected to have any material impact on the earnings and net assets per share of the Company for the financial year ending 31 December 2013. Upon the completion, the Transaction is expected to give rise to an estimated gain of RM15 million for the financial year ending 31 December 2014.

      11.3 Gearing
            The Transaction do not have any gearing impact on the Company.


        12. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
            AEON Co., Ltd (“ACL”), a major shareholder of the Company, is the holding company of J-REIT and is deemed interested in the Transaction.

            Mr Nagahisa Oyama, Mr Naoki Hayashi and Mr Mitsuru Nakata who are the directors of the Company and also key employees of ACL and persons connected to ACL. Therefore, Mr Nagahisa Oyama, Mr Naoki Hayashi and Mr Mitsuru Nakata are deemed interested in the Agreement shall abstain and have abstained from all deliberations and voting in connection with the Transaction.

            Save as disclosed above and the best of the Company’s knowledge, none of the Directors and/or major shareholders of the Company and/or persons connected with them, have any interest, directly and/or indirect in the Transaction.

        13. STATEMENT BY THE BOARD OF DIRECTORS
            Having considered the rationale and effects of the Transaction, the Board is of the opinion that the Transaction is in the best interest of the Company.
        .
        14. RISK FACTOR
            Apart from the ordinary business risks, there are no other additional risks envisaged that may arise from the Transaction.


        15. ESTIMATED TIME FRAME FOR COMPLETION
            Unless otherwise agreed by the parties, the completion date is expected to be twelve (12) months from the date of the Agreement or such other date to be agreed between the Company and J-REIT.

        16. HIGHEST PERCENTAGE RATIO
            The highest percentage ratio applicable to the Transaction, pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.36% based on the consideration for the Transaction, compared to net assets of the Company.

        17. APPROVALS REQUIRED
            The necessary approvals for the Transaction are as stated in the item 6 above and the Transaction do not require the approval of the shareholders of the Company.


        18. DOCUMENTS AVAILABLE FOR INSPECTION
            A copy of the Agreement and the Valuation Report by Knight Frank dated 1 July 2013 are available for inspection during normal office hours of the Company from Monday to Friday (except public holidays) at the registered office of the Company at Level 3, AEON Taman Maluri Shopping Center, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur for a period of three (3) months from the date of this Announcement.

          This announcement is dated 2 October 2013.


          Announcement Info

          Company NameAEON CO. (M) BHD  
          Stock Name AEON    
          Date Announced2 Oct 2013  
          CategoryGeneral Announcement
          Reference NoCC-131002-46410

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