Bursa Announcement

Bursa Announcement

Date : 21 December 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 (“Board”) is pleased to announce that the Company, as the Purchaser has entered into a Sale and Purchase Agreement (hereinafter referred to as the “SPA”) with the Vendor, GENTING PROPERTY SDN. BHD. (Company No. 230132-V) having its registered office at 24th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur and its business address at 3rd Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur (hereinafter referred to as the “Vendor”) on 21st December 2011 in respect of the acquisition of two (2) pieces of freehold land held under GRN 264759, Lot No. 60243, Mukim Kulai, Daerah Kulaijaya, Negeri Johor measuring 3.534 hectare or approximately 380,407 square feet and GRN 264760, Lot No. 60244, Mukim Kulai, Daerah Kulaijaya, Negeri Johor measuring 3.839 hectare or approximately 413,215 square feet (hereinafter referred to as “the Sale Property”) at the purchase price of Ringgit Malaysia Twenty Two Million Two Hundred Twenty One Thousand Four Hundred and Sixteen (RM22,221,416.00) Only for the purpose of operating the business of shopping centre with car parks and departmental stores cum supermarket 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
      (i) Setiamas Sdn. Bhd. (Company No. 92604-X) (hereinafter referred to as the “Land Owner”) is the registered owner of the Sale Property. The Vendor has obtained a Power of Attorney dated 14th September 1996 from the Land Owner which has been registered with the High Court of Kuala Lumpur with the registration number 59317/96, to deal with the Sale Property including the rights to amalgamate and sell the same for the Land Owner.
      (ii) 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 Sale Property, 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 measuring 7.373 hectare or approximately 793,622 square feet for use (“Land Use”) for BUILDING-COMMERCIAL SHOPPING CENTRE or its equivalent for operating the business of shopping centre with car parks and departmental stores cum supermarket (hereinafter referred to as the “Complex”) with such express condition as contained in the SPA.

      (iii) Subject to the terms and conditions contained herein, the Vendor is desirous of selling the Sale Property measuring in total area of 7.373 hectare or approximately 793,622 square feet, subject to the final survey measurement of the size of the Sale Property after amalgamation to the Purchaser, and the Purchaser is desirous of purchasing the Sale Property free from all caveats, liens, and other encumbrances (collectively referred to as “Encumbrances”) and with vacant possession, but otherwise subject to all the conditions whether expressed or implied and restrictions-in-interest endorsed on the separate document of title upon issuance of the same and upon the terms and conditions of the SPA, by entering into the SPA for the purpose of constructing the Complex thereon by the Purchaser at its own costs and expenses.

2.2 Basis of arriving at the purchase consideration
      The purchase consideration for the Acquisition amounting to Ringgit Malaysia Twenty Two Million Two Hundred Twenty One Thousand Four Hundred and Sixteen (RM22,221,416.00) Only is calculated at the rate of Ringgit Malaysia Twenty Eight (RM28.00) Only per square feet on an estimated total area of 7.373 hectare or approximately 793,622 square feet of the Sale Property was arrived at on a willing-buyer willing-seller basis and the Acquisition will be fully satisfied by cash and financed 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, among others, are as follows:-

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

      2.4.2 The completion of the SPA of the Sale Property is subject to and conditional upon the fulfillment of the following conditions precedent (hereinafter referred to as the “Conditions Precedent”) within seven (7) 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 Sale Property for the purpose of the issuance of a separate document of title of the Sale Property with the land use for BUILDING-COMMERCIAL SHOPPING CENTRE or its equivalent for operating the business of shopping centre with car parks and departmental stores cum supermarket and register with the High Court of Malaysia, a fresh power of attorney between the Land Owner and the Vendor in respect of the Sale Property post Amalgamation/ Surrender and Realienation, for the purpose of granting the Vendor the rights to deal with the Sale Property (hereinafter referred to as the “Fresh Power of Attorney”);
          (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 (hereinafter referred to as the “Master Planning Approval”);
          (c) The Vendor shall at its own costs and expenses obtain the Planning Approval/ Development Order Approval for the development of the Complex (hereinafter referred to as the “Planning Approval / Development Order”), if applicable;
          (d) In the event the Planning Approval / Development Order is not applicable, the Vendor shall at its own costs and expenses obtain the approval for the ingress and egress plan for the construction of the ingress and egress for the Sale Property from the Relevant Authorities (hereinafter referred to the “Ingress and Egress Approval”);
          (e) 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 Purchaser, if applicable (hereinafter referred to as the “State Authority’s Approval”);
          (f) The Purchaser shall, at its own costs and expenses, obtain the building plan approval for the construction and operation of the Complex on the Sale Property from the Relevant (hereinafter referred to as the “Building Plan’s Approval”). The Vendor agrees to assist the Purchaser for the submission of the Building Plan’s Approval by the Purchaser;
          (g) The Purchaser 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”);
          (h) The Purchaser 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”);
          (i) The Purchaser shall, at its own costs and expenses, obtain the approval of the Distributive Trade Committee of the Ministry of Domestic Trade, Cooperative and Consumerism for the operation of the Complex and the departmental store cum supermarket on the Sale Property (hereinafter referred to as the “DTC Approval”).
      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 Purchaser has paid to Messrs. The Lai & Lai Partnership (hereinafter referred to as "the Stakeholders"), the sum of Ringgit Malaysia Two Hundred Twenty Two Thousand Two Hundred Fourteen and Sen Sixteen (RM222,214.16) Only being a sum equivalent to one percent (1%) of the Purchase Price (hereinafter referred to as the “Earnest Deposit”) upon obtaining approval from the Purchaser’s Management Committee in Japan for the purchase of the Sale Property SUBJECT TO the refund of the same to the Purchaser not later than seven (7) days from the date of the written notice of the Purchaser upon the non-agreement of the terms and conditions or the non-execution of the SPA or if the transaction is aborted for whatsoever reasons prior to the execution of the SPA, as the case may be;

          (b) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia One Million Nine Hundred Ninety Nine Thousand Nine Hundred Twenty Seven and Sen Forty Four (RM1,999,927.44) Only being a sum equivalent to nine percent (9%) of the Purchase Price upon the execution of the SPA as the deposit (hereinafter referred to as the “Balance Deposit”). The Earnest Deposit and Balance Deposit shall hereinafter collectively be referred to as the “Deposit” for the SPA and shall form part of the Purchase Price upon execution of the SPA;
          (c) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia Two Million Two Hundred Twenty Two Thousand One Hundred Forty One and Sen Sixty (RM2,222,141.60) 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 Purchaser’s receipt of the DTC Approval and EPU Approval , whichever is the later;
          (d) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia Four Million Four Hundred Forty Four Thousand Two Hundred Eighty Three and Sen Twenty (RM4,444,283.20) 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 Purchaser’s receipt of the Building Plan’s Approval and a copy of the Fresh Power of Attorney duly stamped and registered with the High Court of Malaysia, whichever is later;
          (e) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia Four Million Four Hundred Forty Four Thousand Two Hundred Eighty Three and Sen Twenty (RM4,444,283.20) 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 Purchaser’s receipt of the written notice from the Vendor pertaining to the completion of the Infrastructure in accordance with Clause 4.1;
          (f) The Purchaser shall pay to the Stakeholders the sum of Ringgit Malaysia Four Million Four Hundred Forty Four Thousand Two Hundred Eighty Three and Sen Twenty (RM4,444,283.20) 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 Purchaser’s receipt of the State Authority’s 433B Transfer Approval and the State Authority’s Approval by the Vendor (if applicable), whichever is the later;
          (g) The Purchaser shall pay to the Stakeholders the sum Ringgit Malaysia Four Million Four Hundred Forty Four Thousand Two Hundred Eighty Three and Sen Twenty (RM4,444,283.20) Only being a sum equivalent to twenty percent (20%) of the Purchase Price (hereinafter referred to as the “Final Payment”) together with all such other amount owing by the Purchaser pursuant to the terms of the SPA (if any) six (6) weeks after the Unconditional Date (as defined in Clause 2.8).
2.5 Background Information on the Vendor
      The Vendor is a private limited company incorporated in Malaysia with its place of business at 3rd Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur.

2.6 Completion Date
      The Completion Date shall be on the day of the presentation of the Transfer Documents delivered by the Vendor to the Company for the purpose of registration at the relevant land office. The Transfer Documents include:-

      i) a duly executed and stamped Memorandum of Transfer of the Sale Property in favour of the Company;
      ii) the original Issue Document of Title of the Sale Property with the name of the Land Owner duly endorsed as the registered owner;

      iii) the current quit rent and assessment receipt for the Sale Property; and

      iv) 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 disclosed in Item 2.4 above are expected to be obtained within seven (7) 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 have 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 21st December 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 under Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

This announcement is dated 21st December 2011.


Announcement Info

Company NameAEON CO. (M) BHD  
Stock Name AEON    
Date Announced21 Dec 2011  
CategoryGeneral Announcement
Reference NoCC-111220-53815

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