Announcements

Date : 25 February 2011

OTHERS: CENTURY LOGISTICS HOLDINGS BERHAD ("CENTURY" OR " THE COMPANY") - PURCHASE OF A PIECE OF FREEHOLD LAND FORMING PART OF THE MASTER TITLE HELD UNDER H(S) 264385, PT 26536, MUKIM BUKIT RAJA, DAERAH PETALING, NEGERI SELANGOR MEASURING APPROXIMATELY 65,340 SQUARE FEET WITHIN SETIA CITY AT PRECINCT 1 OF SETIA ALAM

CENTURY LOGISTICS HOLDINGS BERHAD

TypeAnnouncement
SubjectOTHERS
DescriptionCENTURY LOGISTICS HOLDINGS BERHAD ("CENTURY" OR " THE COMPANY")
- PURCHASE OF A PIECE OF FREEHOLD LAND FORMING PART OF THE MASTER TITLE HELD UNDER H(S) 264385, PT 26536, MUKIM BUKIT RAJA, DAERAH PETALING, NEGERI SELANGOR MEASURING APPROXIMATELY 65,340 SQUARE FEET WITHIN SETIA CITY AT PRECINCT 1 OF SETIA ALAM
The Board wishes to announce that Century Total Logistics Sdn Bhd (“Company”), a wholly-owned subsidiary of Century, had on 25 February 2011 entered into a Sale and Purchase Agreement ("SPA") with Bandar Setia Alam Sdn Bhd. ("Vendor") to purchase a piece of freehold land measuring approximately 65,340 square feet in area ("Property"), within a commercial development known as Setia City at Precinct 1 of Setia Alam, for a purchase consideration of RM8,820,900 ("Acquisition").
1. INFORMATION OF THE PROPERTY

The Property is located within a commercial development known as Setia City at Precinct 1 of Setia Alam. Setia City is currently undergoing a subdivision procedure by way of surrender and re-alienation under the provisions of the National Land Code. The separate document of title has yet to be issued by the Appropriate Authority.

The Property is a portion of Setia City and part of the master title held under HS(D) 264385, PT26536, Mukim Bukit Raja, Daerah Petaling, Negeri Selangor. The Property is purchased at a price of RM135.00 per square feet on an "as-is-where-is" basis free from all encumbrances and caveats and with vacant possession, subject to all conditions of title (express or implied), restrictions in interest and upon terms and conditions contained in the SPA.

2. INFORMATION OF THE VENDOR

The Vendor was incorporated on 6 December 2001 with its registered office at Setia Corporate Tower, 5A, Jalan Setia Nusantara U13/17, Seksyen U13, Setia Eco Park, 41070 Shah Alam, Selangor Darul Ehsan. The Vendor, being the registered and beneficial owner of all the pieces of land held under the master title, is the developer of the 2,525-acres township known as Setia Alam in Shah Alam.

The Vendor is a wholly owned subsidiary of SP Setia Berhad, a company listed on Bursa Malaysia, with its registered office at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur.

3. INFORMATION OF THE PURCHASER

The Purchaser was incorporated on 3 February 1997 with its registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur.

The Purchaser is a wholly owned subsidiary of Century, a company listed on Bursa Malaysia, with its registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur.

4. PAYMENT AND FUNDING

The purchase price shall be paid in the following manner:

(i) upon execution of the Letter of Offer, the Company had paid to the Vendor an earnest deposit amounting to RM176,418 ("Earnest Deposit") which sum shall form part of the Deposit (as defined below);

(ii) upon execution of the Sale and Purchase Agreement, the Company shall pay or cause to be paid to the Vendor the balance deposit amounting to RM705,672 (which together with the Earnest Deposit shall be referred to as the "Deposit");

(iii) payment of the Balance Purchase Price amounting to RM7,938,810 ("Balance Purchase Price") to the Vendor's Solicitors as stakeholder within one (1) month from the date of the Vendor's letter notifying that the separate title has been issued by the relevant authorities ("Completion Period"), provided always that the Vendor shall grant the Purchaser an extension of one (1) month from the expiry of the Completion Period to pay the Balance Purchase Price subject to the payment of interest at the rate of eight per cent (8%) in the event the Balance Purchase Price is not paid within the Completion Period.

The purchase consideration for the Property is expected to be funded via a mix of bank borrowings and internal generated funds. There will not be any liabilities to be assumed arising from the Acquisition.

5. RATIONALE / PROSPECTS FOR THE ACQUISITION

The intention of the Acquisition is to develop the Property into a commercial office building for its own use. However, should there be space excess to the needs of the Group, the Company shall rent out the remaining office space, thereby allowing the Company to diversify its revenue into recurrent rental income.

Strategically located in the Klang Valley, Setia Alam offers beautiful homes, community centres, excellent schools and commercial centres, amidst lush tropical parks and gardens to cater to its expanding population.

6. RISKS OF THE ACQUISITION

The risk of non completion of transaction is minimal considering that the Property is purchased from a reputable property developer.

No other major risk is envisaged in the Acquisition.

7. FINANCIAL EFFECTS OF THE ACQUISITION

(i) Share Capital and Major Shareholders' Shareholding

There will be no change in Century’s share capital and the substantial shareholders' shareholdings as the Acquistion does not involve any issue of shares by the Company.

(ii) Net Assets ("NA")

The Acquisition is not expected to have any material effect on the NA of the Century Group.

(iii) Earnings

The Acquisition is not expected to have any material impact on the earnings of the Century Group for the financial year ending 31 December 2011.

(iv) Gearing

The gearing of the Century Group will increase marginally, dependent on the amount of bank borrowings obtained to fund the Acquisition.

8. SPECIAL CONDITIONS, COVENANTS AND UNDERTAKINGS

The Company covenants and undertakes to the Vendor the following:

(i) the Property shall be used solely and strictly for the development and construction of a commercial office building and one that shall not be deemed as a major retail centre (“Building”).
    (ii) the Company shall on best endeavour basis construct the Building within five (5) years from the date of delivery of vacant possession of the Property by the Vendor to the Company.

    (iii) the Building shall be constructed as a Grade A office and shall be a green building capable of being certified under the Green Building Index (GBI) or equivalent.

    (iv) the Building will incorporate features which permits physical connectivity to the neighbouring buildings on land(s) situated adjacent to the Property.

    (v) notwithstanding the completion of the SPA, the Company irrevocable and unconditionally agrees to procure and ensure that any purchaser in any subsequent sale of the Property by the Company shall expressly agree and undertake to be bound by the conditions, covenants and undertakings above.

    9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

    In so far as the Directors are aware, none of the Directors and / or major shareholders and / or persons connected to them has any interests, direct or indirect in the Acquisition.

    10. STATEMENT BY THE BOARD OF DIRECTORS

    The Board of Directors, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of Century.

    11. APPROVALS REQUIRED

    The Acquisition does not require the approval of Century’s shareholders or any relevant government authorities.

    12. HIGHEST PERCENTAGE RATIO

    The highest percentage ratio applicable to the Acquisition is 5.63%.

    13. ESTIMATED TIME FRAME FOR COMPLETION

    The SPA is conditional upon and subject to the issuance of the individual issue document of title to the Property by the relevant authorities. The Acquisition is expected to be completed within one (1) month from the date on which the condition precedent has been fulfilled or waived, as the case may be. The condition period for the fulfillment of the condition precedent is fourteen (14) months from the date of the SPA (unless otherwise extended).

    14. DOCUMENTS FOR INSPECTION

    A copy of the SPA is available for inspection during normal business hours from Monday to Friday (excluding public holidays) at Century’s registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur for a period of three (3) months from the date of this announcement.

    This announcement is dated 25 February 2011.


    Announcement Info

    Company NameCENTURY LOGISTICS HOLDINGS BERHAD  
    Stock Name CENTURY    
    Date Announced25 Feb 2011  
    CategoryGeneral Announcement
    Reference NoCS-110225-B282B

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