Let's demeanour some-more closely during a little background information from Boustead Holding Berhad's 2011 Annual Report.
Some of Boustead's vital properties.
According to Boustead's 2011 Annual Report, a three largest shareholders are:
No. Name of shareholders No. of shares %
1. LEMBAGA TABUNG ANGKATAN TENTERA 634,536,309 (61.36%)
2. SCOTIA NOMINEES (TEMPATAN) SDN BHD 23,724,250 (2.29%)
PLEDGED SECURITIES ACCOUNT FOR CHE LODIN BIN WOK KAMARUDDIN
3. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 21,230,000 (2.05%)
EMPLOYEES PROVIDENT FUND BOARD (NOMURA)
No. Name of shareholders No. of shares %
1. LEMBAGA TABUNG ANGKATAN TENTERA 634,536,309 (61.36%)
2. SCOTIA NOMINEES (TEMPATAN) SDN BHD 23,724,250 (2.29%)
PLEDGED SECURITIES ACCOUNT FOR CHE LODIN BIN WOK KAMARUDDIN
3. CITIGROUP NOMINEES (TEMPATAN) SDN BHD 21,230,000 (2.05%)
EMPLOYEES PROVIDENT FUND BOARD (NOMURA)
(Incidentally, Lodin Wok Kamaruddin is appointed by a Minister to sit upon theLTAT Board of Directors.)
Boustead Holdings Berhad's proclamation to Bursa:
Announcement
Company Name : BOUSTEAD HOLDINGS BERHAD
Stock Name : BSTEAD
Date Announced: twenty-seven Dec 2012
Stock Name : BSTEAD
Date Announced: twenty-seven Dec 2012
BOUSTEAD HOLDINGS BERHAD ("BHB" OR "COMPANY")
A. ACQUISITION BY BAKTI WIRA DEVELOPMENT SDN BHD OF SHARES IN ASTACANGGIH SDN BHD ("ACQUISITION OF SHARES")
B. PROPOSED ACQUISITION BY ASTACANGGIH SDN BHD AND BAKTI WIRA DEVELOPMENT SDN BHD OF DEVELOPMENT LANDS ("PROPOSED ACQUISITION OF LANDS")
(COLLECTIVELY! REFERRE D TO AS "ACQUISITIONS")
1. INTRODUCTION
The Board of Directors of BHB wishes to announce a following:
1.1 Bakti Wira Development Sdn Bhd (Company No. 276338-M) ("Bakti Wira"), a wholly-owned subsidiary of BHB had, upon twenty Dec 2012, entered in to an agreement to acquire 16,000,000 typical shares of RM1.00 any in Astacanggih Sdn Bhd (Company No. 767577-W) ("Astacanggih") representing 80% of a released as well as paid-up share collateral of Astacanggih ("Share Sale Agreement").
1.2 Bakti Wira as well as Astacanggih had, upon twenty-seven Dec 2012, entered in to an agreement with Awan Megah (M) Sdn Bhd (Company No. 184720-W) ("Awan Megah") to acquire a total of 200 acres of freehold lands in Kelang, Selangor ("Land Sale Agreement").
Details of a Share Sale Agreement as well as Land Sale Agreement have been set out in a indirect sections.
2. DETAILS OF THE AQUISITIONS
2.1 Acquisition of Shares
Pursuant to a Share Sale Agreement, Bakti Wira has concluded to squeeze a total of 16,000,000 typical shares of RM1.00 any in Astacanggih representing 80% of a released as well as paid-up share collateral of Astacanggih ("Sale Shares") during a squeeze care of RM30,000,000 ("Share Purchase Price") to be paid in cash. The Share Purchase Price was arrived during upon a willing-seller & willing-buyer basis. The Sale Shares were purchased from Prestige Dimension Sdn Bhd as well as other minority shareholders of Astacanggih who have been a Vendors in a Acquisition of Shares.
2.1.1 Information upon Astacanggih
Astacanggih is a in isolation singular association incorporated in Malaysia as well as carrying a purebred residence during 25-5-16 (5.16, 5th Floor), Plaza Prima, 4 Mile, Jalan Klang Lama, 58000 Kuala Lumpur. It is an investment holding association with an released as well as paid-up share collateral of RM20,000,000 widely separated in to 20,000,000 typi! cal shar es of RM1.00 each.
The other shareholder of Astacanggih is Putra Nazrain Adril Bin Abdul Jalil who holds 4,000,000 or 20% shares in Astacanggih.
2.1.2 Salient conditions of a Share Sale Agreement
(a) Payment of a Share Purchase Price
The Purchase Price shall be paid by Bakti Wira to a Vendors upon receiving by Bakti Wira of papers as specified in a Share Sale Agreement ("Completion Date").
(b) Completion
The execution of a Acquisition of Shares shall take place upon a Completion Date.
2.2 Proposed Acquisition of Lands
Pursuant to a Land Sale Agreement, Bakti Wira Sdn Bhd as well as Astacanggih have concluded to acquire from Awan Megah a following empty freehold lands with a little abandoned oil palm trees:-
(a) an area measuring 96.825 acres inside of a land hold underneath H.S.(D) 28188 PT 220 Mukim of Kapar, District of Kelang, State of Selangor;
(b) an area measuring 81.085 acres inside of a land hold underneath H.S.(D) 28187 PT 216 Mukim of Kapar, District of Kelang, State of Selangor; and
(c) an area measuring 22.09 acres inside of a land hold underneath H.S.(D) 22220 Lot 1158 Mukim of Bukit Raja, District of Petaling, State of Selangor.
(collectively referred to as "Lands") during a squeeze care of RM130,000,000 ("Land Purchase Price") to be paid in cash. The Land Purchase Price was arrived during upon a willing-seller & willing-buyer basement receiving in to comment a price of lands situated in a surrounding area. The Lands have been acquired giveaway from all charges, liens as well as encumbrances with empty possession but theme to whatsoever restrictions in seductiveness as well as conditions of title whether express or implied in a separate titles to a Lands for a purpose of building them.
2.1.1 Information upon Awan Megah
Awan Megah is a in isolation singular association incorp! orated i n Malaysia as well as carrying a purebred residence during 25-1, Jalan PJU 1/42A, Block F2, Dataran Prima, 47301 Petaling Jaya, Selangor.
The directors of Awan Megah have been Putra Nazrain Adril Bin Abdul Jalil as well as Raja Rabiatun Aduah Binti Raja Abdullah.
2.1.2 Salient conditions of a Land Sale Agreement
(a) The Proposed Acquisition of Lands is theme to a following conditions precedent:-
(i) a execution of a supplemental agreement to a Privatisation Agreement in between Awan Megah as well as a Government of Malaysia as well as Syarikat Tanah dan Harta Sdn Bhd ("Supplemental Agreement");
(ii) a capitulation of germane authorities for a transfer of a Lands to be obtained by Astacanggih (if applicable);
(iii) a termination or mutual rescission of a Joint-Venture Agreement as well as Supplemental Agreement, in between Awan Megah as well as Guppyunip Sdn Bhd in apply oneself of a Lands.
(b) Payment of Land Purchase Price
The Land Purchase Price shall be paid by Bakti Wira as well as Astacanggih in a following manner:-
(i) RM13,000,000 shall be paid by Astacanggih to Awan Megah upon execution of a Land Sale Agreement, such payment being a deposition as well as towards partial payment of a Land Purchase Price;
(ii) inside of one month from all a conditions fashion in Section 2.1.2 upon top of have been fulfilled, Astacanggih shall pay a total of RM9,445,591.69 to Awan Megah's solicitors as well as provide land bonds in a total total of RM87,554,408.31 in foster of Government of Malaysia or as might be destined by a Government of Malaysia; and
(i) a total of RM20,000,000 shall be paid to Awan Megah's solicitors as stakeholders upon smoothness by Awan Megah to Astacanggih of a duly executed Memorandum of Transfer together with strange titles to a Lands.
(c) Completion
Completion of a Proposed Acquisition of Lands shall take pl! ace upon registration of a Lands in foster of Astacanggih or a nominees, as well as payment by Astacanggih of a total of RM20,000,000 above.
2.3 Source of funding
The Share Purchase Price as well as Land Purchase Price will be saved by a combination of bank borrowings as well as internally generated funds.
3. LIABILITIES TO BE ASSUMED
There have been no liabilities together with contingent liabilities as well as guarantees to be assumed by Bakti Wira as well as Astacanggih arising from a Acquisition of Shares as well as Proposed Acquisition of Lands.
4. RATIONALE & BENEFITS OF THE ACQUISTIONS
The Acquisitions present an opportunity for a Boustead Group to expand a existent land bank in Bukit Raja, Klang, Selangor around Astacanggih who together with Bakti Wira will be acquiring from Awan Megah we estimate 200 acres of land pursuant to a Acquisition of Lands.
Moreover, a Lands have been adjacent to 700 acres of enlargement land hold underneath Jendela Hikmat Sdn Bhd, a association in which a Boustead Group as well as Lembaga Tabung Angkatan Tentera ("LTAT") jointly hold 60% equity interest.
The total land bank of 900 acres will create economies of scale for a enlargement in conditions of shared infrastructure as well as other services.
Surrounding developments in this place embody a Setia Alam as well as Setia EcoPark housing projects by a SP Setia Berhad Group as well as Bukit Bandaraya Shah Alam housing project by a Lebar Daun Berhad Group, both of which go upon to draw seductiveness from investors.
5. INDUSTRY OUTLOOK AND PROSPECTS
5.1 Overview of Malaysian Economy
The Malaysian manage to buy expanded during a faster gait of 5.1% during a initial half of 2012 (January Jun 2011: 4.7%) despite a increasingly severe tellurian mercantile conditions. Growth in a made during home manage to buy was upheld by clever in isolation consumption as well! as clev er in isolation investment. The tellurian manage to buy is approaching to serve assuage during a second half of 2012 as a euro area debt predicament shows no transparent signs of abating. Additionally, temperate mercantile enlargement in advanced economies as well as a slowdown of emerging economies especially in China as well as India, point to weakening tellurian mercantile prospects. The decrease in a outmost environment as well as alleviation in commodity prices have been approaching to weigh upon Malaysia's export performance during a second half of 2012. Nevertheless, a colourful made during home approach is approaching to be postulated during a second half of 2012, upheld by both open as well as in isolation sectors among conducive monetary marketplace conditions, fast prices as well as a enlightened labour.
Inflation is approaching to assuage to 2% 2.5% in 2012. Despite a made during home manage to buy growing during a faster gait during a initial half of 2012, inflationary pressures have been approaching to be mitigated by successive capability alleviation as well as genius expansion.
The Malaysian manage to buy is approaching to make firm serve as well as projected to grow during a faster rate of 4.5% 5.5% in 2013. Growth will be upheld by improving exports as well as clever made during home approach upon a arrogance which tellurian enlargement will pick up, especially during a second half of 2013. The enlargement projection is premised upon a expectation of an alleviation in a fortitude of a debt predicament in a euro area as well as stronger enlargement momentum in a economies of Malaysia's vital trade partners. Domestic approach is approaching to say a clever momentum driven by clever in isolation investment as well as clever in isolation consumption. Private zone wake up will be upheld by an accommodative monetary policy in an environment of low acceleration coupled with a clever monetary sector. Thus, favoured Gross National Income per capita is approaching to! enlarge 6.4% to RM32,947 (2012: 4.4%; RM30,956). In conditions of purchasing power parity, per capita income is approaching to grow 4.4% to reach USD16,368 (2012: 3.2%; USD15,676).
Given which made during home mercantile wake up is approaching to make firm serve in 2013, acceleration is estimated to enlarge moderately, partly mitigated by serve genius enlargement in a economy. Hence, for 2013, a normal acceleration rate is estimated to be in between 2% as well as 3%.
(Source: Economic Report 2012/2013 Economic Performance as well as Prospects, Ministry of Finance, Malaysia)
5.2 Overview of Property Market in Malaysia
The Malaysian skill marketplace one after another to grow albeit during a slower gait in a initial half of 2012, registering 217,135 exchange value RM69.05 billion. Compared with a analogous period, a volume as well as value of exchange accessible a medium enlarge of 1.1 % as well as 6.5% respectively (H1 2011:214,778 transactions; RM64.81 billion). In more aged with a preceding period, a marketplace accessible a extrinsic enlarge of 0.7 % in volume whilst a value forsaken by 5.4% (H2 2011:215,625 transactions; RM73.02 billion).
On a marketplace activities, all sub-sectors except industrial accessible medium increments compared to a analogous half year of 2011. Development land accessible highest enlarge of 5.5%, followed by residential (1.5%), rural (0.4%) as well as commercial skill sub-sectors (0.2%). Industrial sub-sector upon a other hand accessible disastrous trend of 9.6%. Against a preceding half year, enlargement land, rural as well as residential skill sub-sectors accessible growths of 8.9%, 5.3% as well as 0.2% respectively. On a contrary, industrial as well as commercial skill sub-sectors purebred decreases of 10.0% as well as 6.4% respectively.
(Source: Property Market Report 1st Half 2012, Valuation as well as Property Services Department, Ministry of Finance)
5.3 Prospects of a Lands BHB is confident upon a prospects of a Lands deliberation their strategic place in a Bukit Raja, Klang vicinity with good accessibility to vital highways as well as tighten proximity to determined housing projects.
Demand for industrial land in this place has been upon a uptrend with a execution of UMW's latest Storage as well as Testing Plant in Bukit Raja, Klang.
6. RISKS IN RELATION TO THE ACQUISITIONS
6.1 Compulsory merger by a Government
The Malaysian Government has a power to compulsorily acquire any land in Malaysia pursuant to a provisions of a germane legislation together with a Land Acquisition Act 1960. In such event, a amount of compensation to be awarded is based upon a satisfactory marketplace value of a skill as well as is assessed upon a basement prescribed in a Land Acquisition Act 1960 as well as other germane laws. If a Lands have been acquired compulsorily by a Malaysian Government, a mandatory merger could potentially start a destiny enlargement to rise a Lands.
6.2 Completion of a Proposed Acquisition of Lands
The execution of a Land Sale Agreement in relation to a Proposed Acquisition of Lands is theme to inter-alia, a fulfilment of various conditions fashion as highlighted in Section 2.1.2 above.
There can be no declaration which a Proposed Acquisition of Lands can be finished inside of a timeframe as set out in a Land Sale Agreement or which a Proposed Acquisition of Land will not be exposed to risks such as a incapacity to obtain a approvals from a germane authorities and/or incapacity to comply with a conditions imposed by a germane authorities, if any. Nevertheless, BHB will go upon to take all reasonable steps to safeguard a execution of a Proposed Acquisition of Lands.
6.3 No declaration upon a realisation of a expected benefits
There can be no declaration which a expected benefits of a Proposed Acquisition of Lands will be realised or which a Gro! up will be able to beget enough destiny revenue to equivalent a compared merger costs of a Lands. As such, a Group will find to mitigate such risk by adopting prudent risk government as well as monitoring of our Group's investment strategy.
7. EFFECTS OF THE ACQUISTION
7. EFFECTS OF THE ACQUISTION
(i) Share collateral as well as estimable shareholders shareholdings
The Acquisitions will not have any outcome upon a released as well as paid-up share collateral of BHB as well as a estimable shareholders' shareholdings.
(ii) Net resources as well as gearing
The Acquisitions will not have a element outcome upon a net resources as well as gearing of BHB.
(iii) Earnings
The Acquisitions will not have a element outcome upon a earnings of a Company for a monetary year finale 31 Dec 2012.
8. APPROVALS REQUIRED
Other than a conditions fashion in a Land Sale Agreement, a Acquisitions have been not theme to a capitulation of a Company's shareholders' or other government authorities.
9. DIRECTOR'S AND SUBSTANTIAL SHAREHOLDER'S INTERESTS
None of a directors or estimable shareholders of BHB as well as persons connected to them, have any interest, approach or indirect, in a Acquisitions.
10. DIRECTORS' OPINION
The Board, after receiving in to care all aspects of a Acquisitions is of a perspective which a Acquisitions have been in a best seductiveness of a Company.
11. EXPECTED COMPLETION DATE
11.1 The Acquisition of Shares has been finished upon twenty-one Dec 2012.
11.2 The Proposed Acquisition of Lands is approaching to be finished by 6 months from a date of a Land Sale Agreement.
12. HIGHEST PERCENTAGE RATIO
The highest percentage comparative measure germane to a Acquisition pursuant to Chapter 10.02(g) of a Main Market Listing Requirements of Bursa Malaysia Securities Berhad is we estimate 3.59% based upon a latest a! udited m onetary report of a Company as during 31 Dec 2011.
13. DOCUMENT AVAILABLE FOR INSPECTION
The Share Sale Agreement as well as Land Sale Agreement will be made accessible during a Company's purebred office during 28th Floor, Menara Boustead, 69, Jalan Raja Chulan, 50200 Kuala Lumpur from Monday to Friday (except open holiday) during business hours for 3 months from a date of this announcement.
This proclamation is antiquated twenty-seven Dec 2012.
- anilnetto
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