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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS AEON CO. (M) BHD. ("AEON" OR "COMPANY") - Acquisition of Land
| AEON CO. (M) BHD |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | AEON CO. (M) BHD. ("AEON" OR "COMPANY") - Acquisition of Land |
1. INTRODUCTION
2. THE ACQUISITION 2.1 Information on the Sale Property (i) The Proprietor is the registered and beneficial owner of a piece of vacant leasehold land held under Pajakan Negeri 73008 Lot 2437 Seksyen 13 Bandar Shah Alam Daerah Petaling Negeri Selangor measuring approximately 7.602 hectare or 818,273.2 square feet (“the Sale Property”). (ii) Pursuant to the Privatisation Agreement dated 3rd April 2002 made between the Vendor and the Proprietor, the Proprietor has amongst other things, granted to the Vendor the right to deal with the Sale Property including to sell the Sale Property to the Company for the purpose of constructing and operating a shopping centre and a departmental store cum supermarket on the Sale Property and to receive the Purchase Price (hereinafter defined) and/or any money payable by the Company to the Vendor pursuant to the Agreement on behalf of the Proprietor. (iii) The Vendor has been nominated by the Proprietor with the consent of the Proprietor to enter into the Joint Development of the Sale Property, the Vendor has agreed to sell and the Company has agreed to purchase the Sale Property with the land use for “COMMERCIAL” and free from all encumbrances, caveats, liens and other restraints with vacant possession but otherwise subject to all conditions whether express or implied and restrictions-in-interest endorsed on the original document of title thereof upon the terms and conditions in the Agreement.
2.4 Salient terms and conditions of Agreement
2.4.1 The Vendor agrees to sell and the Company agrees to purchase the Sale Property free from all encumbrances with vacant possession but subject to all conditions of the original document of title whether express or implied, restrictions in interest endorsed on the original document of title affecting the Sale Property. 2.4.2 The completion of the Agreement of the Sale Property is subjected to and conditional upon the fulfillment and approval of the following conditions precedent (“Conditions Precedent”) within six (6) months from the date of the Agreement or such other extended date as may be mutually agreed by the parties (“Conditional Period”):- (a) the Vendor shall at its own costs and expenses obtain the Master Lay-Out Plan approval for the development and the construction of the shopping centre on the Sale Property (“Master Planning Approval”); (b) the Vendor shall at its own costs and expenses obtain the Planning Approval/ Development Order from the relevant authorities in respect of the development and the construction of a shopping centre and infrastructure to be erected on the Sale Property including the ingress and egress points, traffic light junctions and traffic circulation respectively. For avoidance of doubt, the Vendor shall, at its own costs and expenses, meet and fulfill all the conditions and/or requirements stated in the Planning Approval/ Development Order imposed by the relevant authorities subject and limited to the followings: (i) Contribution of Costs for the submissions and obtaining the Planning Approval/Development Order; and (ii) Contribution to Infrastructure Service Fund (ISF); and (iii) Consultation Fee to the Planner. (c) 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 (“State Authority’s Approval”) with the land use of the Sale Property as “Commercial”;
(f) the Company shall, at its own costs and expenses, apply for and obtain the approval of the Economic Planning Unit of the Prime Minister’s Department (“EPU Approval”) for the acquisition of the Sale Property in accordance with the terms of the Agreement; (g) the Company shall, at its own costs and expenses, as a foreign-owned company, apply for and obtain the approval of the State Authority for the acquisition of the Sale Property in accordance with the terms of the Agreement under Section 433(B) of the National Land Code 1965 (“State Authority 433B Transfer Approval”); and
(c) The Company shall pay to the Vendor’s Solicitor (“Stakeholders”) the sum of Ringgit Malaysia Sixty Three Million Seven Thousand Thirty Six and Sen Forty (RM63,007,036.40) only being a sum equivalent to seventy percent (70%) of the Purchase Price not later than fourteen (14) days from the date of the Company’s receipt of the State Authority’s 433B Transfer Approval or the State Authority’s Approval by the Vendor, whichever is the later.
The Completion Date shall be on the day of the presentation of the Transfer Documents are presented or caused to be presented for the purpose of registration at the relevant land office/registry. The Transfer Documents include:-
ii) the original document of title of the Sale Property with the name of the Proprietor duly endorsed as the registered owner; iii) the current quit rent and assessment receipt for the Sale Property; iv) the Proprietor’s and the Vendor’s Memorandum and Article of Association, Forms 24, 44 and 49 duly certified by the Proprietor’s and the Vendor’s company secretary as true copies; and
3. RATIONALE FOR THE ACQUISITION INCLUDING ANY BENEFIT WHICH IS EXPECTED TO ACCRUE The Acquisition is in line with the Company’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 for the financial year ending 31 December 2012, but is expected to contribute positively to the future earnings of the Company. There will be no change in the share capital and substantial shareholders’ shareholdings of the Company. 5. PROSPECTS
6. APPROVALS REQUIRED AND ESTIMATED TIMEFRAME The Acquisition is not subject to approval of the shareholders of the Company. Barring any unforeseen circumstances, the approvals required from the relevant authorities disclosed in Item 2.4 above are expected to be obtained within six (6) months from the date of the Agreement or such other extended date as may be mutually agreed by the parties. The Board expects the Acquisition to be completed within eighteen (18) months from the date of the Agreement. 7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors and/or major shareholders of the Company 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 the Company. 9. RISK FACTORS
Apart from the above, the Board does not foresee any other significant risks arising from the Acquisition. 10. PERCENTAGE RATIOS
11. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Agreement executed on 28 December 2012 is available for inspection at the registered office of the Company at 3rd Floor, AEON 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 announcement is dated 28 December 2012. | |
Announcement Info
| Company Name | AEON CO. (M) BHD |
| Stock Name | AEON |
| Date Announced | 28 Dec 2012 |
| Category | General Announcement |
| Reference No | CC-121228-44217 |