BURSA ANNOUNCEMENTS

Date : 10 July 2000

ANALABS RESOURCES BERHAD ("Analabs" or "the Company") - Proposed Acquisition Of Property Held Under Pajakan Negeri 5337, Lot 606, Seksyen 16, Bandar Shah Alam Daerah Petaling Measuring 136,788 Square Feet (12,708 Square Metres) ("Section 16 Property") From George Kent (Malaysia) Berhad ("GKMB") For A Total Cash Consideration Of RM4,900,000 ("Proposed Acquisition of Property").

ANALABS RESOURCES BERHAD

TypeReply to query
Reply to Query Letter by KLSE reference IDMN-000703-41059
Subject
ANALABS RESOURCES BERHAD ("Analabs" or "the Company")
- Proposed Acquisition Of Property Held Under Pajakan Negeri 5337, Lot 606, Seksyen 16, Bandar Shah Alam Daerah Petaling Measuring 136,788 Square Feet (12,708 Square Metres) ("Section 16 Property") From George Kent (Malaysia) Berhad ("GKMB") For A Total Cash Consideration Of RM4,900,000 ("Proposed Acquisition of Property").

Contents :

    We refer to the earlier announcement made by Aseambankers Malaysia Berhad on behalf of Analabs dated 27 June 2000. The following are additional information pertaining to the Proposed Acquisition of Property:
      1. Net Book Value
          The net book value of the Section 16 Property based the audited accounts of GKMB for the financial year ended 31 January 2000 was RM4,943,607.

          Please refer to Table 1for further information on the net book value of the Section 16 Property.
        2. Valuation Report And Salient Terms Of Conditional Sale And Purchase Agreement
          There is no valuation to the Section 16 Property made by either GKMB or Analabs. As such, there is no latest valuation report for the Section 16 Property.

          The salient features of the conditional sale and purchase agreement ("Agreement") are as follows.
            2.1 CONDITION PRECEDENT
                a. The Agreement shall be conditional upon GKMB obtaining the written consent of the Lenders to the sale of the Section 16 Property (hereinafter referred to as "the Lenders' Consent");

                b. Upon the Lender’s Consent being obtained, GKMB shall immediately notify Analabs in writing and shall furnish to the Company a copy of the Lenders’ Consent.
            2.2 THE OPTION PERIOD

                In the event that any condition is imposed in respect of the Lenders’ Consent which affects any of the parties hereto, the party shall have the option to be exercised within fourteen (14) days from the date on which the condition is made known to the party affected (hereinafter to as "the Option Period") by written notice to the other party to reject such condition, whereupon such Lenders’ Consent shall be deemed not to have been obtained for the purpose hereof. If such option is not exercised within the Option Period, the Lenders’ Consent shall be deemed to have been obtained for the purpose hereof.
            2.3 THE CUT-OFF DATE

                In the event the Lenders’ Consent shall not be obtained on a date that is one (1) month from the date of this Agreement or such other later date as may be agreed upon in writing between the parties hereto (hereinafter referred to as "the Cut-Off Date") for the reasons not due to the default of any party hereto, then this Agreement shall lapse and be of no further effect and GKMB shall forthwith refund to Analabs all sums prior thereto (including the Deposit) pursuant to the terms of this Agreement within fourteen (14) days from the Cut-Off Date provided that the Company has returned all documents referred to in Clause 3 of the Agreement and thereafter the parties shall be released from all further obligations to each other.
            2.4 AGREEMENT BECOMING UNCONDITIONAL

                This Agreement shall become unconditional on the Lenders’ Consent being obtained and for the purposes thereof, the date the Lenders’ Consent is obtained shall be the date Analabs receives notification of the Lenders’ Consent.

            2.5 PAYMENT OF PURCHASE PRICE
                The Purchase Price shall be paid or caused to be paid by the Purchaser in the following manner:-

                a. Upon execution hereof Analabs shall pay to Messrs P M Tan, Chan & Partners of Suite 23.02, 23rd Floor, Menara Tan & Tan, 207, Jalan Tun Razak, 50400 Kuala Lumpur (hereinafter referred to as "GKMB's Solicitors") as stakeholders a sum of Ringgit Malaysia Four Hundred Ninety Thousand (RM490,000.00) only (hereinafter referred to as "the Deposit") by way of deposit and in part payment of the Purchase Price;

                b. The balance of the purchase price of Ringgit Malaysia Four Million Four Hundred Ten Thousand (RM4,410,000.00) only ( hereinafter referred to as "the Balance Purchase Price") shall be paid to GKMB's Solicitors as stakeholders within three (3) months from the later of:-

                i. the date this Agreement becomes unconditional pursuant to Clause 2.4 hereof;
                        or

                ii. the date the SC's Consent is obtained or five (5) weeks from the date of this Agreement, whichever is earlier;
                    (hereinafter refreed to as "the Completion Date")

                PROVIDED THAT in the event Analabs is unable to pay the Balance Purchase Price or any part thereof by the Completion Date, then subject to Analabs agreeing to pay GKMB's Solicitors as stakeholders interest calculated at the rate of Ten percent (10%) per annum in respect of the sum reamining unpaid from the Completion date until full payment thereof, GKMB shall grant to Analabs a further extended period of one (1) month (hereinafter referred to as the "Extended Completion Date") to pay the same.


                For the avoidance of doubt, it is hereby expressly agreed by Analabs that the SC's consent is not a condition precedent of this Agreement and any failure by Analabs to obtain the SC consent shall not be a ground for extension of the completion date or for the termination of this Agreement.

            2.6 PRESENTATION OF TRANSFER DOCUMENTS FOR REGISTRATION

                The parties hereto hereby agree that the Purchase shall cause the Transfer to be presented for registration at the relevant land office within seven (7) days of delivery of the issue document of title to Section 16 Property to Analabs’ Solicitors or the Financier’s solicitors, as the case may be.
            2.7 NOTIFICATION OF ACQUISITION AND DISPOSAL

                The parties hereto do hereby expressly agree, covenant and undertake with each other that each party shall if required by law, individually notify the Director General of Inland Revenue of the acquisition and disposal (as the case may be) of the Property within thirty (30) days from the date hereof and further that each party shall execute or cause to be executed all deeds or instruments and furnish all information necessary for obtaining the relevant Certificate of Clearance or the Certificate of Exemption, as the case may be.
            2.8 INSPECTION OF THE PROPERTY BY THE PURCHASER

                The Section 16 Property is sold on an "as is where is" basis. The Section 16 Property shall be deemed to have been inspected by Analabs and the Company shall accept the same in the condition and state the same is in at the date of delivery of vacant possession and Analabs shall not be entitled to rescind this Agreement or make any claim for compensation or reduction of the Purchase Price in respect of the order or condition thereof on the date of delivery of possession.
            2.9 LEGAL AND OTHER COSTS

                (a) Each party shall be its own Solicitors’ fee of and in connection with this Agreement and all other costs and expenses incidental thereto including adjudication fee, stamp duties and other out of pocket expenses relating to this Agreement and the Transfer shall be borne by Analabs.

                (b) The cost and expenses involve in the redemption of Section 16 Property and the registration of the Discharge of Charge of Property (if any) shall be borne by GKMB
            3. Liabilities To Be Assumed By Analabs
                There are no liabilities to be assumed by Analabs arising from the Proposed Acquisition of Property.

            4. Original Cost Of Investment
                The land was purchased on 21 August 1967 for RM66,677.50. The main building was erected in December 1969 and additional extension to the factory and office complex were constructed from 1 January 1970 to 31 January 1989.


            5. Source Of Funds For Proposed Acquisition Of Property
                Analabs will utilise part of the proceeds arising from the Rights Issue exercise that was undertaken by the Company in conjunction with its Listing on the Second Board of the Kuala Lumpur Stock Exchange and the balance from internally generated funds. The quantum amount to be utilised from the former is subject to the approval of the Securities Commission.


            TABLE 1

            Cost
            RM
            Accumulated Depreciation
            RM
            Net Book Value
            RM
            Land*
            2,611,075
            464,653
            2,146,422
            Building*
            3,348,011
            550,826
            2,797,185
            Total
            5,959,086
            1,015,479
            4,943,607

            *Note: Revalued on 31 December 1979 and 21 January 1983.

        Query Letter Contents :

        We refer to Analabs' announcement date 27 June 2000, in respect of the
        aforesaid matter.
        In this connection, kindly furnish the Exchange with the following additional
        information for public release :
        1. Net book value of the property, based on the last audited accounts of
        GKMB.
        2. Salient features of the conditional sale and purchase agreement and
        valuation report,
        if any.
        3. Particulars of all liabilities to be assumed by Analabs, arising from
        the proposed
        acquisition.
        4. The original cost of investment to GKMB, and the date of such
        investment.
        5. The source of funds for financing the proposed acquisition by Analabs.
        Please furnish the Exchange with your reply within two (2) market days from the
        date hereof.

        Yours faithfully
        KUALA LUMPUR STOCK EXCHANGE


        TAN YEW ENG
        Senior Manager, Listing Operations
        TYE/LMN
        copy: Securities Commission


        Announcement Info

        Company NameANALABS RESOURCES BERHAD  
        Stock Name ANALABS    
        Date Announced10 Jul 2000  
        CategoryGeneral Announcement
        Reference NoCU-000710-41941

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