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Annual Report
2018
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Announcements

Date: 05 December 2006

Type : Announcement
Subject : Bertam Alliance Berhad ("Bertam" or "the Company")
- Disposal of Land

Contents :

1.0 Introduction
      The Board of Directors of Bertam wishes to announce that UH Industries & Development Sdn Bhd (33950-D) (“UHID”), a wholly owned subsidiary of the Company, has on 5 December 2006 entered into a Sale and Purchase Agreement (“the Agreement”) with Sanubari Sejahtera Sdn. Bhd. (406014-U) (“Sanubari”) for the disposal of five (5) pieces of land located at Kuantan, Pahang for a total cash consideration of RM14,751,863.00 (“the Disposal”).

2.0 Details of the Disposal

2.1 Disposal of Land
      Details of the said five (5) pieces of land are as follows:-

(i) Freehold land measuring 13,532.6865 square metres (“Sq m”) held under GM 156, Lot 935, Tempat Kuala Sungai Karang, Mukim Sungai Karang, Daerah Kuantan, Pahang;
(ii) Freehold land measuring 12,545.235 Sq m held under GM 157, Lot 929, Tempat Kuala Sungai Karang, Mukim Sungai Karang, Daerah Kuantan, Pahang;
(iii) Freehold land measuring 18,210.825 Sq m held under GM 159, Lot 932, Tempat Kuala Sungai Karang, Mukim Sungai Karang, Daerah Kuantan, Pahang;
(iv) Freehold land measuring 9,040.6763 Sq m held under GM 119, Lot 2422, Tempat Kampung Bharu, Mukim Sungai Karang, Daerah Kuantan, Pahang; and
(v) Leasehold land expiring on 25 September 2076 measuring 0.2607 hectares held under PM1, Lot 2928, Tempat Kampong Pantai, Mukim Sungai Karang, Daerah Kuantan
      (the abovesaid land are collectively referred to as “the Property”)
      The Property is held under the “Building” category of use. UHID has agreed to sell and Sanubari has agreed to purchase the Property free from all encumbrances and with vacant possession but subject to the terms and conditions stated in the Agreement.

2.2 Purchase Consideration
      The total purchase price of the disposal of RM14,751,863.00 (“the Purchase Price”) was arrived at a “willing-buyer willing-seller” basis.
      The salient terms of the Agreement are as follows:-

(a) Upon the execution of the Agreement, Sanubari shall pay to UHID a sum of RM2,251,863.00;

(b) Provided that the transfer consent of Lot 2928 to Sanubari has been obtained and the issue document of title in respect of the land alienated to Sanubari has been issued by the relevant authority (Condition Precedent”), Sanubari shall pay to UHID a further sum of RM4,000,000 only within nine (9) months from the date of the Agreement or upon fulfillment of the Condition Precedent, whichever is the later;

(c) Provided that the Condition Precedent have been fulfilled within three (3) months from the date of the Agreement, Sanubari shall pay to UHID a further sum of RM4,000,000 only within twenty-one (21) months from the date of the Agreement. In the event the Conditions Precedent are not fulfilled within the said three (3) months’ period, the said twenty-one (21) months’ period shall be extended correspond to the period of delay from the expiry of the said three (3) months’ period until the fulfillment of the Conditions Precedent; and

(d) Provided that the Conditions Precedent have been fulfilled within three (3) months from the date of this Agreement, the balance of the Purchase Price of RM4,500,000 only shall be paid to UHID by Sanubari within sixty (60) months from the date of the Agreement, or in full satisfaction of the aforesaid balance Purchase Price, Sanubari may elect to sell to UHID the building lots as described in the Agreement subject to the terms and conditions mutually acceptable to both parties. In the event the Conditions Precedent are not fulfilled within the said three (3) months’ period, the said sixty (60) months’ period shall be extended correspond to the period of delay from the expiry of the said three (3) months’ period until the fulfillment of the Conditions Precedent.

3.0 Details of Sanubari
      Sanubari is a company incorporated in Malaysia on 14 October 1996 with an authorised share capital of RM100,000 divided into 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and are fully paid up. Sanubari is a wholly owned subsidiary of PJD Realty Sdn Bhd, which in turn is a wholly owned subsidiary of PJ Development Holdings Berhad, a company listed on the Main Board of Bursa Malaysia Securities Berhad. The principal activity of Sanubari will be that of property development.
      The Directors of Sanubari are Yap Yoon Kong, Simon Wong Chu Keang, Lim Lian Seng and Hamdy Bin Abdul Basek.

4.0 Financial Effects of the Disposal

4.1 Earnings

The Disposal is not expected to have any material effect on earnings per share of Bertam Group for the financial year ending 31 December 2006.

4.2 Net Assets

The Disposal is not expected to have any material effect on the Net Assets of Bertam Group for the financial year ending 31 December 2006.

4.3 Share Capital

The Disposal will not have any effect on the issued and paid-up share capital of the Company.

4.4 Liability to be Assumed

Save for the liabilities incurred in the ordinary course of business of UHID, there are no other liabilities to be assumed by the Company arising from the disposal.

5.0 Rationale for the Disposal
      The Group is expected to recognise a gain of approximately RM2 million for the Disposal.

6.0 Utilisation of Proceeds
      The proceeds of the Disposal will be utilised as working capital for the Group.

7.0 Cost of Investment
      The Property was acquired in 2006. The cost of investment was RM6,722,933.

8.0 Estimated Time Frame to Complete

The Disposal is expected to be completed within two (2) years.

9.0 Directors’ and Substantial Shareholder’s Interest
      None of the Directors or the substantial shareholders of Bertam or persons connected with them has any interest, direct or indirect, in the Disposal.

10.0 Approvals Required
      The Disposal is not subject to the approval of the shareholders of Bertam but if required, approvals of the relevant authorities will be obtained.

11.0 Statement of the Board of Directors’ of Bertam
      The Board of Directors of Bertam is of the opinion that the Disposal is in the best interests of Bertam Group.

12.0 Departure from the Securities Commission’s Guidelines
      To the best knowledge of the Board, the Disposal has not departed from the Securities Commission’s Policies and Guidelines on Issue/offer of Securities.

13.0 Documents for inspection
      The Agreement is available for inspection at the Company’s registered office located at Level 14, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan during normal office hours from Monday to Friday (except for public holidays) for a period of three (3) months from the date of this announcement.


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