Date : 22 February 2016

I.JOINT VENTURE CUM SHAREHOLDERS AGREEMENT BETWEEN LEISURE FARM CORPORATION SDN BHD ("LFC"), UEM LAND BERHAD ("UEML") AND JV AXIS SDN BHD ("JVASB"). II. MASTER AGREEMENT BETWEEN LFC, JVASB, NUSAJAYA SEAVIEW SDN BHD AND NUSAJAYA RISE SDN BHD

MULPHA INTERNATIONAL BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-19022016-00001
Subject I.JOINT VENTURE CUM SHAREHOLDERS AGREEMENT BETWEEN LEISURE FARM CORPORATION SDN BHD ("LFC"), UEM LAND BERHAD ("UEML") AND JV AXIS SDN BHD ("JVASB"). II. MASTER AGREEMENT BETWEEN LFC, JVASB, NUSAJAYA SEAVIEW SDN BHD AND NUSAJAYA RISE SDN BHD
Description
I.JOINT VENTURE CUM SHAREHOLDERS AGREEMENT BETWEEN LEISURE FARM CORPORATION SDN BHD ("LFC"), UEM LAND BERHAD ("UEML") AND JV AXIS SDN BHD ("JVASB"). 

II. MASTER AGREEMENT BETWEEN LFC, JVASB, NUSAJAYA SEAVIEW SDN BHD AND NUSAJAYA RISE SDN BHD
Query Letter Contents

We refer to your Companys announcement dated 17 February 2016 in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

  1. The eventual issued and paid-up capital of JVASB.
  2. LFCs sources of funds for financing the investment in JVASB.
  3. The date and method of valuation and quantification of the market value by each of Jones Lang Wotton, DTZ Nawawi Tie Leung Property Consultants Sdn Bhd and KGV International Property Consultants (Johor) Sdn Bhd.
  4. Existing use of the LFC Lands and UEM Lands.
  5. Encumbrances on the LFC Lands and UEM Lands.
  6. The sources of funding for the acquisition of the LFC Lands and UEM Lands by JVASB.
  7. Expected gain or losses to the Mulpha group arising from the disposal of the LFC Lands.
  8. The terms of payment of the consideration of the JV Lands, including arrangement for payment on a deferred basis; intended application of the sale proceeds by LFC and the breakdown, including the timeframe for full utilisation of proceeds.
  9. Particulars of all liabilities to be assumed by JVASB arising from the acquisition of the LFC Lands and UEM Lands.
  10. Sources of funds for JVASB to finance the development cost of the JV Lands.
  11. Estimated timeframe to complete the Proposals.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully

 

TAN YEW ENG
Vice President, Issuers
Listing Division, Regulation

TYE/NMA

Cc : Market Surveillance Dept., Securities Commission (via fax)

The terms used herein, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 17 February 2016 in relation to the Proposals.

We refer to our announcement dated 17 February 2016 and the letter from Bursa Malaysia Securities Berhad dated 19 February 2016 in relation to the Proposals, and wish to furnish the following additional information:-

1.  At this juncture, we are unable to determine the eventual issued and paid-up capital of JVASB as it is dependent on a number of factors, including the operating and development costs that may be incurred by JVASB during the course of the Proposed JV and the amount of bank borrowings that JVASB may be able to secure in the future to fund the acquisition of the JV Lands and the development costs of the Projects on the JV Lands. 

2.  LFCs sources of funds for financing the investment in JVASB will be a combination of internally generated funds and/or bank borrowings.

3.  The date and method of valuation and quantification of the market value by each of Jones Lang Wotton (JLW), DTZ Nawawi Tie Leung Property Consultants Sdn Bhd (DTZ) and KGV International Property Consultants (Johor) Sdn Bhd (KGV), are as follows:-

VALUER UEMS LANDS LFC LANDS METHOD OF VALUATION DATE OF VALUATION
JLW

RM308.00M

(RM54.48psf)

RM315.00M

(RM110.44psf)
Combination of residual and comparison method 11 Feb 2016
DTZ

RM341.86M

(RM60.47psf)

RM309.03M

(RM108.34psf)
Comparison method 22 Jan 2016
KGV

RM295.63M

(RM52.29psf)

RM314.00M

(RM110.09psf)
Combination of residual and comparison method 2 Jan 2016
AVERAGE

RM315.16M

(RM55.74psf)

RM312.68M

(RM109.62psf)
- -

4.  The LFC Lands are currently vacant. The UEM Lands are currently planted with palm oil trees (used for Agriculture).

5.  The LFC Lands and UEM Lands are currently unencumbered.

6.  The sources of funding for the acquisition of the LFC Lands and UEM Lands by JVASB will be a combination of capital injection by the Shareholders, internally generated funds and/or bank borrowings.

7.  The expected gain to the Mulpha group arising from the disposal of the LFC Lands based on the carrying value of RM16,612,586 as at 31 December 2014 (latest audited financial statement) and:

    (a)  the Base Land Price of RM312,677,210 is RM296,064,624;

    (b)  the maximum value consideration of RM499,861,480 is RM483,248,894.

8.  The terms of payment of the consideration of the JV Lands will be 10% deposit upon execution of the SPAs and the balance 90% within 3 months of the date all conditions precedent are fulfilled, all in cash. There will be no deferred payment.

    At this juncture, we are unable to determine the application of the sale proceeds by LFC, the breakdown and the timeframe for full utilisation of proceeds, as we are unable to determine the timing and amount of each disposal by LFC which are dependent on the fulfilment of all conditions precedent which include approvals from the appropriate authorities and prevailing market conditions. However, it is expected that the sale proceeds will be utilised by LFC for working capital purposes and/or repayment of borrowings.

9.  There will be no liabilities assumed by JVASB arising from the acquisition of the LFC Lands and UEM Lands.

10.  The sources of funds for JVASB to finance the development cost of the JV Lands will be a combination of capital injection by the Shareholders, internally generated funds and/or bank borrowings.

11.  The estimated timeframe to complete the Proposals cannot be determined at this juncture as it is subject to the fulfilment of all conditions precedent, which include approvals from the appropriate authorities and is dependent on prevailing market conditions.

This announcement is dated 22 February 2016.

 





Announcement Info

Company Name MULPHA INTERNATIONAL BERHAD
Stock Name MULPHA
Date Announced 22 Feb 2016
Category General Announcement for PLC
Reference Number GA1-22022016-00101


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