DISPOSAL OF 3,556,905 ORDINARY SHARES REPRESENTING 23.4% OF THE EQUITY INTEREST IN ASBINA HOTEL & PROPERTY SDN. BHD. ("AHP") ("DISPOSAL")
| KEN HOLDINGS BERHAD |
Contents :
We refer to your letter of query dated 7 March 2001 and append below the requested information for your attention:-
1) (a) The salient features of the Sales and Purchase Agreement pursuant to the above disposal is as follows:-
(aa) the 3,556,905 shares which represented 23.4% equity interest in AHP was disposed off for a cash consideration of RM3,966,485/-;
(bb) the sales consideration shall be paid on the basis below:-
i. after execution of the agreement, RM1.0 million shall be paid on 5 March 2001;
ii. the balance of RM2,966,485/- shall be paid in three instalments - 5 July 2001, 5 October 2001 and a final payment by 31 December 2001.
(cc) the said shares in AHP together with the valid transfer documents shall be held by the Vendor's solicitors as stakeholders and to be released to the Purchaser upon receipt of full payment of the sales consideration;
(dd) in the event the Purchaser shall default in payment of any of the instalments on the dates specified, the Purchaser shall be allowed to rectify the default within 21 days failing which the Purchaser shall be liable to pay interest at 9% per annum calculated on a daily basis on the oustanding instalment until date of actual payment;
(ee) if the default exceeds 90 days from the date when the instalment(s) fall due, the Vendor shall be entitled to resell the said shares to such other third parties as it deems fit provided that any sum realised in excess of the balance sales consideration and the accrued interest due to the Vendor shall be repaid to the Purchaser and likewise any shortfall in the sales consideration including accrued interest due shall be made good by the Purchaser.
1) (b) The Sales & Purchase Agreement effecting the disposal can be inspected at :-
(i) Ken Holdings Berhad -
6, Jalan Datuk Sulaiman,
Taman Tun Dr. Ismail,
60000 Kuala Lumpur
(ii) Date & Time -
Monday to Friday (except Public Holiday)
10.00 a.m. to 3.00 p.m.
2) The Net Tangible Assets ("NTA") of AHP based on its latest audited accounts as at 31 December 1999 is as follows:-
NTA RM15,200,000
Loss for the period Nil
The principal activities of AHP are those of managing and operating of hotels and resorts. AHP has entered into a long term lease agreement to operate a hotel in Cambodia known as Monorom Holiday Villa Hotel, Cambodia. For the financial year ended 31 December 1999 AHP has not commenced business yet.
In the financial year ended 31 December 2000, AHP has written-off pre-operating expenses whereby the Company's share amounted to RM1,487,303/-. The Company has provided for the write-off in its accounts, thereby reducing the value of its investment in AHP to RM2,069,602/-.
3) Pursuant to the Subscription Agreement dated 22 October 1999, Ken Grouting Sdn. Bhd. ("KGSB"), a wholly-owned subsidiary of the Company, has subscribed for 3,556,905 ordinary shares of RM1/- each at par value representing 23.4% of the enlarged issued and paid-up capital of AHP of RM15,200,000/- for a consideration of RM3,556,905.
The consideration of RM3,556,905/- for the subscription of shares was satisfied through the capitalisation of amount due from AHP to KGSB.
4) The consideration arising from the disposal shall be utilised as working capital for the Company and its subsidiaries.
5) The 3,556,905 ordinary shares in AHP was disposed to AHR for a cash consideration of RM3,966,485/- which resulted in a gain on disposal amounting to RM409,580/- (before providing for the share of pre-operating expenses written-off - RM1,487,303/-).
6) The Board of Directors of the Company is of the opinion that the disposal would be of best interest to the Company to divest its investment in other businesses.
7) The disposal does not require shareholders' approval as the sales consideration is 8.7% of the Company's NTA based on the latest audited accounts as at 31 December 1999.
8) None of the persons connected with the directors and substantial shareholders of the Company has any interest, direct or indirect, in the Disposal.
Query Letter Contents :
We refer to your announcement dated 28 February 2001 in respect of the
aforesaid matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
Salient features of, time and place where, the agreement dated 28 February
2001, may be inspected.
Net tangible assets and net profit of AHP based on its latest audited accounts
and state the financial year end of such accounts.
Cost and date of original investment in AHP.
Utilisation of proceeds arising from the Disposal.
Gain or loss arising from the Disposal.
Statement from board of directors on whether the Disposal would be in the best
interest of the Company.
Whether the Disposal requires shareholders' approval.
Whether any person connected with the directors and substantial shareholders of
the Company has any interest, direct or indirect, in the Disposal and the
nature and extend of such interest.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
INDERJIT SINGH
Senior Manager
Listing Operations
CKM
Announcement Info
| Company Name | KEN HOLDINGS BERHAD |
| Stock Name | KEN |
| Date Announced | 9 Mar 2001 |
| Category | General Announcement |
| Reference No | CU-010308-44147 |