Bursa Announcement

Bursa Announcement

Date : 05 August 2011

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS AEON CO. (M) BHD. (“AEON” OR “COMPANY”) - Acquisition of Land

AEON CO. (M) BHD

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
DescriptionAEON CO. (M) BHD. (“AEON” OR “COMPANY”)
- Acquisition of Land
1. INTRODUCTION
      The Board of Directors of AEON (hereinafter referred to as the “Board”) is pleased to announce that the Company, has entered into a Sale and Purchase Agreement (hereinafter referred to as the “SPA”) with DNP Land Sdn. Bhd. (Co. No. 367736-A), a company incorporated in Malaysia and having its registered office at 166-A, Rifle Range Road, 11400 Penang (hereinafter referred to as the “Vendor”) on 5th August 2011 in respect of the acquisition of two (2) pieces of freehold land held under GRN 83570, Lot No. 1379, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 7.2989 hectares and GM 3282, Lot No. 14344, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 4,625 square metres respectively (hereinafter referred to as “the said Lands”). The Vendor shall be required to surrender the said Lands measuring in total area of approximately 835,437.24 square feet (19.179 acres) to the relevant authorities for the amalgamation/ surrender and realienation of the said Lands into one (1) piece of land (hereinafter referred to as the “Sale Property”) for the issuance of a separate document of title of the Sale Property for the Company to construct thereon a shopping centre (hereinafter referred to as the “Complex”) at the purchase price of Ringgit Malaysia Fifty Million One Hundred Twenty Six Thousand Two Hundred Thirty Four and Sen Forty (RM50,126,234.40) Only in accordance with all the terms and conditions as stipulated in the SPA (hereinafter referred to as the “Acquisition”).


2. THE ACQUISITION

2.1 Information on the Sale Property
      (a) The Vendor is the registered owner of two (2) pieces of freehold land held under GRN 83570, Lot No. 1379, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 7.2989 hectares and GM 3282, Lot No. 14344, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 4,625 square metres respectively.
      (b) The Vendor shall, at its own cost and expense, apply for and obtain the necessary approval from the relevant authorities for the amalgamation/ surrender and realienation of the said Lands, in which the same shall exclude any land utilized or provided for the construction of perimeter drains outside the boundary of the Sale Property (hereinafter referred to as the “Amalgamation/ Surrender and Realienation”) in accordance with the Master Lay-Out Plan, including amendments thereto as may be approved by the relevant authorities from time to time and procure the issuance of a separate document of title of the Sale Property with the land use of “Pusat Perniagaan” or its equivalent for operating the business of a shopping centre and departmental store cum supermarket and with the deletion of the existing express condition as stated in the issue document of title of the said Lands.

      (c) The Vendor intends to sell and the Company intends to purchase the Sale Property free from all encumbrances, caveats, liens and other restraints with vacant possession but otherwise subject to all the conditions whether express or implied and restrictions-in-interest endorsed on the separate document of title upon issuance of the same and upon the terms and conditions stipulated in the SPA.

2.2 Basis of arriving at the purchase consideration
      The purchase consideration for the Acquisition amounting to Ringgit Malaysia Fifty Million One Hundred Twenty Six Thousand Two Hundred Thirty Four and Sen Forty (RM50,126,234.40) Only (hereinafter referred to as the “Purchase Price”) calculated at the rate of Ringgit Malaysia Sixty (RM60.00) Only per square feet based on an estimated area of 19.179 acres or 835,437.24 square feet of the Sale Property which was arrived at on a willing buyer-willing seller basis and the Acquisition will be fully satisfied by cash and finances through the Company’s internal generated funds.

2.3 Assumption of liabilities including contingent liabilities and guarantees
      The Company will not be assuming any liabilities including contingent liabilities and guarantees pursuant to the Acquisition.

2.4 Salient terms and conditions of SPA
      The salient terms and conditions of the SPA include, among others, the following:-

      2.4.1 The Vendor agrees to sell and the Company agrees to purchase the Sale Property free from all encumbrances, caveats and other restraints, whether equitable or legal, but subject to all conditions express or implied in the document of title to the Sale Property and on the terms and conditions in the SPA.

      2.4.2 The sale and purchase of the Sale Property shall be subject to and conditional upon the fulfillment of the following conditions precedent (hereinafter referred to as the “Conditions Precedent”) within eight (8) months from the date of the SPA or such other extended date as may be mutually agreed by the parties (hereinafter referred to as the “Conditional Period”):
          (a) The Vendor shall, at its own costs and expenses, obtain the approval from the relevant authorities for the Amalgamation/ Surrender and Realienation of the said Lands for the purposes of the issuance of a separate document of title of the Sale Property with the land use of “Pusat Perniagaan” or its equivalent for operating the business of a shopping centre and departmental store cum supermarket and with the deletion of the existing express condition on the said Lands;
          (b) The Vendor shall at its own costs and expenses obtain the Master Lay-Out Plan approval for the development of the Complex on the Sale Property;
          (c) The Vendor shall at its own costs and expenses obtain the Planning Permission Approval/ Development Order Approval for the development of the Complex (hereinafter referred to as “the Complex Layout Plan Approval”) including the procurement of the following approvals:-
              (i) one (1) no. of ingress point and one (1) no. of egress point (left in and left out) to and from the Sale Property along Jalan Rozhan;
              (ii) two (2) no. of ingress point and two (2) no. of egress point to and from the Sale Property along Jalan Alma Jaya.
              (iii) one (1) no. of ingress point and one (1) no. egress point along Jalan Rozhan incorporating one (1) traffic light junction along Jalan Rozhan which will allow the traffic to turn left and right into and from the Sale Property which include the following:-
                  (1) installation, commissioning and testing of the traffic lights;
                  (2) synchronizing of the traffic lights as required by the relevant authorities; and
                  (3) commissioning of the traffic impact assessment report as required by the relevant authorities.
              (iv) one (1) no. of ingress point and one (1) no. of egress point to and from the Sale Property along Jalan Seri Impian 1;
              (v) where possible, widening of Jalan Alma Jaya to a 66 feet wide road from Point X to Point Y as indicated in the Master Lay-Out Plan;
          (d) The Vendor shall, at its own costs and expenses, obtain the approval from the relevant state authorities for the transfer of the Sale Property to the Company, if applicable (hereinafter referred to as the “State Authority’s Approval”);
          (e) The Company shall, at its own costs and expenses, obtain the approval for the Building Plan from the relevant authorities (hereinafter referred to “Building Plan’s Approval”);
          (f) The Company shall, at its own costs and expenses, apply for and obtain the approval of the Economic Planning Unit, Prime Minister Department for the acquisition of the Sale Property in accordance with the terms of the SPA (hereinafter referred to as the “EPU Approval”);
          (g) The Company shall, at its own costs and expenses, apply for and obtain the approval of the State Authority for the acquisition of the Sale Property in accordance with the terms of the SPA under Section 433(B) of the National Land Code 1965 (hereinafter referred to as the “State Authority 433B Transfer Approval”);
          (h) The Company shall, at its own costs and expenses, obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Co-Operatives and Consumerism for the operation of the Complex on the Sale Property (hereinafter referred to as the “DTC Approval”);
          (i) Where applicable, the Vendor shall, at its own costs and expenses, obtain the approval of the shareholders at a general meeting of WING TAI MALAYSIA BERHAD (Company No. 6716-D) (formerly known as DNP HOLDINGS BERHAD), the Vendor’s holding company, for the sale of the Sale Property by the Vendor to the Company upon the terms and conditions stipulated in the SPA.

      2.4.3 The Company shall pay the purchase price in the following manners, which the events referred to hereunder are not set out in chronological order and may be fulfilled in any order or manner:-
          (a) The Company has paid to the Vendor’s solicitors as the stakeholders, the sum of Ringgit Malaysia Five Hundred One Thousand Two Hundred Sixty Two and Sen Thirty Four (RM501,262.34) Only being a sum equivalent to one percent (1%) of the Purchase Price upon obtaining approval from the Company’s Management Committee in Japan for the purchase of the Sale Property. (hereinafter referred to as the “Earnest Deposit”);
          (b) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum of Ringgit Malaysia Four Million Five Hundred Eleven Thousand Three Hundred Sixty One and Sen Ten (RM4,511,361.10) Only being a sum equivalent to nine percent (9%) of the Purchase Price upon the execution of the SPA as part of the deposit (hereinafter referred to as the “Balance Deposit”). The Earnest Deposit and Balance Deposit shall hereinafter refer to as the “Deposit” for the SPA and shall form part of the Purchase Price upon execution of the SPA;
          (c) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum of Ringgit Malaysia Five Million Twelve Thousand Six Hundred Twenty Three and Sen Forty Four (RM5,012,623.44) Only being a sum equivalent to ten percent (10%) of the Purchase Price (hereinafter referred to as the “First Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that the application for both of the Distributive Trade Committee (“DTC”) and Economic Planning Unit (“EPU”), whichever is later, have been duly approved by the relevant authorities;
          (d) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum of Ringgit Malaysia Ten Million Twenty Five Thousand Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (hereinafter referred to as the “Second Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that the application for the Building Plan of the Complex has been duly approved by the relevant authorities;
          (e) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum of Ringgit Malaysia Ten Million Twenty Five Thousand Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (hereinafter referred to as the “Third Payment”) not later than fourteen (14) days from the date of the Company’s receipt of the written notice from the Vendor pertaining to the completion of the external infrastructure and road works as stated in Clause 4 and the details of which are shown in Schedule 5 of the SPA (hereinafter referred to as “Infrastructures”), at the Vendor’s own costs and expenses;
          (f) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum of Ringgit Malaysia Ten Million Twenty Five Thousand Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (hereinafter referred to as the “Fourth Payment”) not later than fourteen (14) days from the date of the Company’s written notice to the Vendor that State Authority 433B Transfer Approval has been duly approved by the relevant authorities and the receipt of the State Authority’s Approval from the Vendor (if applicable), whichever is later;
          (g) The Company shall pay to the Vendor’s solicitors as the stakeholders the sum Ringgit Malaysia Ten Million Twenty Five Thousand Two Hundred Forty Six and Sen Eighty Eight (RM10,025,246.88) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (hereinafter referred to as the “Final Payment”) two (2) months after the Unconditional Date.
2.5 Background Information on the Vendor

      The Vendor is a private limited company in Malaysia, namely DNP Land Sdn. Bhd. (Co. No. 367736-A), a company incorporated in Malaysia and having its registered office at 166-A, Rifle Range Road, 11400 Penang.

2.6 Completion Date
      The completion date shall be on the day the transfer documents delivered by the Vendor to the Company are presented or caused to be presented for registration at the relevant land office (hereinafter referred to as “Completion Date”). The transfer documents include:-

      (a) a duly executed Memorandum of Transfer of the Sale Property in favour of the Company together with the duly executed stamping proforma under Section 5 of the Stamp Act 1949 solely for the purpose of adjudication;
      (b) the Original Issue Document of Title of the Sale Property with the name of DNP Land Sdn. Bhd. duly endorsed as the registered owner;

      (c) the current quit rent and assessment receipts for the Sale Property;

      (d) such other documents (if any) required by the relevant land office to effect the registration of the Sale Property in favour of the Company free from encumbrances.

      The Completion Date is expected to take place within fifteen (15) months from the date of the SPA.

3. RATIONALE FOR THE ACQUISITION INCLUDING ANY BENEFIT WHICH IS EXPECTED TO ACCRUE

The Acquisition is in line with AEON’s corporate strategy of accelerating the expansion of its retail business through opening of new shopping centres and outlets.


4. FINANCIAL EFFECTS OF THE ACQUISITION

The Acquisition is not expected to have any material impact on the earnings per share, net assets per share and gearing of the Company. There will be no change in the share capital and substantial shareholders’ shareholding of the Company.


5. PROSPECT
      The Acquisition is expected to contribute positively to AEON’s business in future.

6. APPROVALS REQUIRED AND ESTIMATED TIMEFRAME

The Acquisition is not subject to approval of the shareholders of AEON. Barring any unforeseen circumstances, the approvals required from the relevant authorities are disclosed in Item 2.4 above and expected to be obtained within eight (8) months from the date of the SPA or such other extended date as may be mutually agreed by the parties.


7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors and/or major shareholders of AEON and/or persons connected to them has any interest, direct or indirect, in relation to the Acquisition.


8. DIRECTORS’ RECOMMENDATIONS

The Board having considered all aspects of the Acquisition is of the opinion that the Acquisition is in the best interests of AEON.


9. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SPA executed on 5th August 2011 is available for inspection at the registered office of AEON at 3rd Floor, JUSCO Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

This is a voluntary announcement made under Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

This announcement is dated 5 August 2011.



Announcement Info

Company NameAEON CO. (M) BHD  
Stock Name AEON    
Date Announced5 Aug 2011  
CategoryGeneral Announcement
Reference NoCC-110805-35343

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