Type: Announcement
Subject: Proposed Acquisition of 11 pieces of land in
Bukit Damansara, Kuala Lumpur
Company Name: METACORP BERHAD
Stock Name: METACOR
Date Announced: 18/09/2007
Contents:
1. Introduction
Metacorp Berhad ("Metacorp") wishes to announce that its wholly
owned subsidiary, Wonderful Haven Sdn Bhd ("Wonderful Haven"), had on 18
September 2007 entered into Sale and Purchase Agreements ("Agreements")
with the vendors listed in paragraph 2.1 below ("Vendors" or "Vendor")
to acquire 11 pieces of contiguous land with an aggregate land area of
approximately 24,536 square meters ("Properties" or "Property") for an
aggregate purchase consideration of RM66,025,762.50 only ("Purchase
Consideration") upon the terms and conditions as stipulated in the
Agreements ("Proposed Acquisition").
2. Details of the Proposed Acquisition
2.1 Description of the properties
The Properties consist of 11 pieces of vacant freehold lands located in
a residential area in the Mukim of Kuala Lumpur, District of Kuala
Lumpur, Wilayah Persekutuan or more particularly known as Bukit
Damansara.
The detailed descriptions of the Properties are as follows:-
|
No. |
Geran No. |
Lot No. |
Vendors / Owners |
Size
(square meters) |
Size
(square feet)
|
Purchase Consideration
(RM)
|
|
1 |
43938 |
52293 |
Rizaimaju Sdn Bhd |
1,671 |
17,986.48 |
12,599,145 |
|
43939 |
52294 |
3,011 |
32,410.10 |
|
2 |
43940 |
52295 |
Improdex Sdn Bhd |
1,425 |
15,338.56 |
11,259,040 |
|
43941 |
52296 |
1,266 |
13,627.10 |
|
43942 |
52297 |
1,493 |
16,070.50 |
|
3 |
43944 |
52303 |
Novel Point Sdn Bhd |
2,361 |
25,413.57 |
11,022,235 |
|
43945 |
52304 |
1,735 |
18,675.37 |
|
4 |
43946 |
52305 |
Pelantar Asia (M) Sdn Bhd |
1,839 |
19,794.81 |
12,074,405 |
|
43947 |
52306 |
2,648 |
28,502.81 |
|
5 |
43948 |
52307 |
Koh Kim Teck |
3,073 |
33,077.46 |
8,269,365 |
|
6 |
43949 |
52308 |
Koh Kim Teck |
4,014 |
43,206.29 |
10,801,572.50 |
|
TOTAL |
24,536 |
264,103.05 |
66,025,762.50 |
Note: For the purpose of calculation of Purchase Consideration, it
has been agreed that 1 square meter shall be deemed equivalent to
10.7639 square feet.
Based on the land searches conducted by Wonderful Haven's solicitors,
the Properties are currently free from encumbrances.
2.2 The Vendors
The Vendors in respect of the Properties listed in items 1 to 4 of the
table in paragraph 2.1 above are private limited companies incorporated
in and under the laws of Malaysia which are the beneficial owners of the
respective Properties.
The Vendor in respect of the Properties listed in items 5 and 6 of the
table is an individual who is a citizen of Malaysia. He is the
beneficial owner of the Property listed in item 5 and the registered
owner of the Property listed in item 6 of the table.
2.3 Basis of the Purchase Consideration
The aggregate Purchase Consideration which was calculated at RM250.00
per square foot was arrived at on a willing-buyer willing-seller basis.
There was no valuation carried out in respect of the Properties.
2.4 Satisfaction of Purchase Consideration and Source of Funding
The Purchase Consideration shall be satisfied by cash and will be funded
by internally generated funds.
2.5 Salient Terms of Agreements
The salient terms of the Agreements, are, inter alia, as follows:-
2.5.1 Wonderful Haven shall purchase the Properties from the respective
Vendors on an 'as is where is' basis but free from encumbrances at the
respective Purchase Consideration stipulated in paragraph 2.1 above
subject to the terms and conditions of the Agreements.
2.5.2 The Purchase Consideration shall be paid by Wonderful Haven in the
following manner:-
(i) 10% of the Purchase Consideration upon signing of the Agreements;
(ii) 90% balance of the Purchase Consideration ("Balance Sum") to the
Vendors' solicitors as stakeholders within 3 months from the date of the
Agreements ("Completion Period"). If Wonderful Haven shall be unable to
pay the Balance Sum within the Completion Period, the Vendors shall
grant an automatic extension of 1 month or such longer period as the
parties may agree in writing to settle the Balance Sum subject to
interest charged at the rate of 10 % per annum.
2.5.3 The Vendor shall deliver the vacant possession of the Properties
to Wonderful Haven upon release of the Balance Sum to the Vendor within
14 days from the date of presentation of memorandum of transfer and all
other relevant documents at the relevant land office.
2.5.4 The parties' obligation to complete the sale and purchase of each
Property shall be inter-conditional upon simultaneous completion of all
the Agreements.
3. Rationale of the Proposed Acquisition
The Proposed Acquisition is in line with Metacorp Group's long term
objective to increase its land bank and to further enhance the Group's
presence as an important player in property sector in the Klang Valley.
4. Liabilities to be Assumed
There is no liability including contingent liability or guarantee to be
assumed by Metacorp arising from the Proposed Acquisition.
5. Approval
The Proposed Acquisition is not subject to the approval of shareholders
of Metacorp or any other relevant authority.
6. Effect of the Proposed Acquisition
6.1 The Proposed Acquisition will not have any effect on the share
capital and the substantial shareholders' shareholding of Metacorp.
6.2 The Proposed Acquisition is not expected to have any material effect
on the net assets of Metacorp for the financial year ending 2008.
6.3 The Proposed Acquisition is expected to enhance the future earnings
of Metacorp upon future development of the Properties.
6.4 The Proposed Acquisition is not expected to have any impact on the
gearing of Metacorp as it is to be satisfied entirely by cash.
7. Prospect and Risk
The Proposed Acquisition has the prospect for future development of the
Properties as they are situated in Bukit Damansara, a prime residential
area, easily accessible via a good network of roads and highways from
Kuala Lumpur city centre, Petaling Jaya and other parts of the Klang
Valley.
The Proposed Acquisition is subject to general risks such as changes in
government policies, economic conditions and economic developments in
Malaysia.
8. Expected Completion Date
The Proposed Acquisition is expected to be completed in December 2007.
9. Statement by Directors
Having considered all aspect of the Proposed Acquisition, the Board of
Directors of Metacorp are of the opinion that the transaction is fair
and reasonable and is in the best interest of the Company. The
transaction has not departed from the Securities Commission's Policies
and Guidelines on Issue/Offer of Securities.
10. Directors' and Major Shareholder Interest
None of the Directors or Major Shareholders of the Metacorp or persons
connected to them has any direct or indirect interest in the
transaction.
11. Documents for Inspection
The Agreements is available for inspection at the Registered Office of
Metacorp during normal office hours from Mondays to Fridays (except
public holidays) for a period of 14 days from the date of this
announcement.
This announcement is dated 18 September 2007.
Please visit Bursa Malaysia web site for detailed information.
http://announcements.bursamalaysia.com