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General Announcement
Reference No CC-120307-60215
Company Name
:
TAMBUN INDAH LAND BERHAD
Stock Name
:
TAMBUN
Date Announced
:
02/04/2012
Type
:
Announcement
Subject
:
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
:
JOINT JENTURE DEVELOPMENT BETWEEN PERQUEST SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF TAMBUN INDAH AND AL. ALAMELU ACHI D/O VENGADACHALAM CHETTIAR, CT. ARUNACHALAM A/L CHIDAMBARAM CHETTIAR, CT. NARAYANAN A/L CHIDAMBARAM CHETTIAR, RAMASAMY A/L ALAGAPPA CHETTIAR AND A.ALAGAPPAN AS EXECUTOR OF THE ESTATE OF A. ARUNACHALAM @ ALAGAPPA ARUNACHALAM @ AL. ARUANCHALAM @ A. AL. ARUNACHALAM A/L ALAGAPPA CHETTIAR @ ALAGAPPA ARUNACHALAM @ ANA ANA LANA A. AL. ARUNACHALAM alias ANA RUNA ANA LANA @ A. R. AL. ARUNACHALAM @ SAMBANDHAM CHETTIAR @ SAMBANTHAN CHETTIAR
Announcement Details/Table Section :
1. INTRODUCTION
The Board of Directors ("Board") of Tambun Indah wishes to announce that its wholly-owned subsidiary, Perquest Sdn Bhd ("Perquest” or “Developer") had, on 2 April 2012 entered into a Joint Venture Agreement ("JVA") with Al. Alamelu Achi D/O Vengadachalam Chettiar (India Passport No. H9585452), Ct. Arunachalam A/L Chidambaram Chettiar (India Passport No. G6207686), CT. Narayanan A/L Chidambaram Chettiar (India Passport No. F2488583), Ramasamy A/L Alagappa Chettiar (NRIC No. 540326-71-5135) (Kad Merah) and A.Alagappan (Old India Passport No. E1586791, New India Passport No. E5983278) as executor of the Estate Of A. Arunachalam @ Alagappa Arunachalam @ Al. Aruanchalam @ A. Al. Arunachalam A/L Alagappa Chettiar @ Alagappa Arunachalam @ Ana Ana Lana A. Al. Arunachalam Alias Ana Runa Ana Lana @ A. R. Al. Arunachalam @ Sambandham Chettiar @ Sambanthan Chettiar (“Landowner”) for the joint development of a piece of land in Butterworth Town, Seberang Perai Utara, Penang with total land area measuring approximately 3.26 acres ("JV Development").
2. DETAILS OF THE PROPOSED JOINT VENTURE
2.1 Information on Perquest
Perquest is a private limited company incorporated on 28 April 1995 in Malaysia with an authorised share capital of RM5,000,000.00 divided into 5,000,000 ordinary shares with a par value of RM1.00 per share and the paid-up of RM1,250,000.
Perquest commenced its business in July 1999. The present principal activity of Perquest is that of property development.
2.2 Information on JV Development
Perquest had, on 2 April 2012 entered into a JVA with the executor of the Landowner to jointly develop all that piece of freehold development land located in Town of Butterworth, Seberang Perai Utara, Penang known as Lot No. 185 and 186 Seksyen 2 held under Geran No. Hakmilik (First Grade) 24008 and 24009 respectively with a total land area measuring approximately 3.26 acres (“JV Land”). Perquest planned to develop 7 units of Shop Offices and 148 units Apartments on the JV Land.
Under the terms of the JVA, Landowner shall allow Perquest to develop the JV Land in return for a total consideration of –
(i) RM300,000, which will be paid upon execution of the JVA;
(ii) 3 units of Shop Offices based on a market value of RM3,116,500 only to be constructed and completed by the Developer on the JV Land at Developer own cost and expenses;
(iii) 27 units of Apartment based on a market value of RM6,646,000 only to be constructed and completed by the Developer on the JV Land at Developer’s own cost and expenses; and
(iv) If the Developer constructs more than 7 units Shop Offices and/or more than 148 units of Apartments, the Developer agrees to give the Landowner additional payment/consideration calculated of the following manner:
a) For each additional Shop Office constructed on the JV Land, the Developer shall pay to the Landowner 38% of the sale price for each additional Shop Office;
b) For each additional Apartment constructed on JV Land, the Developer shall pay to the Landowner 18% of the sale price for each additional Apartment.
The above consideration was arrived at, after taking into consideration the prevailing market value and the development potential of the JV Land. The total estimated Gross Development Value is approximately RM37,500,000 (excluding Landowner’s units).
Currently, there are various squatters or occupiers occupying on the JV Land.
3. SALIENT TERMS OF THE JVA
The salient terms of the JVA are as follows (the definition herein mentioned are as defined in the JVA):
a) the Landowner agrees and allows the Developer to develop the JV Land at a total consideration as stated in item 2.2 above.
b) the Developer agrees to accept the grant by the Landowner to develop the Land, subject to the conditions of title, category of land use and restrictions-in-interests (if any) endorsed on the document of title to the Land or otherwise affecting the Land and the Development of the Land is based on an "as is where is" basis but otherwise free from all encumbrances.
c) the Landowner agrees that the Developer has absolute control and discretion in respect of the planning execution and completion and all other aspects of the Development.
d) Landowner shall within 60 days from the date of the JVA apply to the High Court for an order to sanction the JVA and the sale and transfer of the Land and/or the Sub-Parcels comprised in the JVA.
e) In the event that the High Court Order cannot be obtained by the Trustee for any reason whatsoever within 9 months from the date of the JVA, the Developer may elect to extend a further period of 3 months to the Landowner or terminate the JVA.
f) Landowners shall simultaneously with the execution of the JVA, execute a power of attorney to enable the Developer to inter alia, relocate or remove the squatters tenants or occupiers on the Land, apply for conversion, amalgamation and subdivision or surrender and realienation, planning permission, building plans, commencement work permit, strata titles, housing developer’s license and to execute all such applications and documents including the Sale and Purchase Agreements with the purchasers of the units comprised in the Development and to do all such acts and things and to execute all such documents as may be necessary and to apply for such approvals, consents and permits to implement the Development.
4. SOURCE OF FUNDING
The Group intends to fund the proposed development through internally generated funds and/or bank borrowings to be decided by the executive directors at a later stage, after taking into consideration its gearing level, interest costs as well as internal cash requirements for its business.
5. ESTIMATED TIME FRAME FOR COMPLETION
Barring unforeseen circumstances, the JV Development is expected to be completed by 2016.
6. RATIONALE OF THE PROPOSED JOINT VENTURE AND PROSPECTS
The JV Development is in line with the Tambun Indah Group’s plan to expand its property development activities particularly in Penang. It represents a strategic investment by the Company and is expected to contribute positively to the earnings as well as shareholders’ value of the Group in the medium to long term. The JV Development also represents a low entry opportunity for Tambun Indah Group in terms of upfront cash outlay, to develop a piece of prime property in Butterworth.
The JV Land is within the mature and popular Butterworth town and offers a high potential development in light of its strategic location with the federal roads and other infrastructure in place. The location is easily accessible to Raja Uda Light Industrial Park, Mak Mandin Industrial Park, Butterworth – Kulim Expressway and North-South Expressway.
The JV land is also within walking distance to our successful completed project, namely Palm Villas and Seri Palma.
The population of mainland Penang is growing, partly due to migration from Penang Island because property prices are relatively cheaper in mainland Penang as compared to Penang Island and also influx of Foreign Direct Investment in industrial area in mainland Penang which create job opportunities. It is therefore expected that there will be an increase in the demand of houses in mainland Penang.
7. RISK FACTORS
There is no assurance that the anticipated benefits of the JV Development will be realised, or the ability to generate sufficient profits from the future development on the JV Land to offset the associated costs incurred for the joint venture. However, the Group will seek to mitigate the risks by adopting prudent investment strategies and conducting feasibility assessment and review on the development project on the JV Land to be constructed. The Group also seek to mitigate these risk in structuring the terms and condition of the Joint Venture Agreement as duly advised by our solicitor.
Below are the main risk factors relating to the JV Development, which may not be exhaustive:-
7.1 Joint Venture Risk
The JV Development is subject to the Joint Venture Risks. The Landowner may have economic or business interests or goals that are inconsistent with the Group, exercise their rights in a way that prohibits the Group from acting in a manner which the Group would like or they may be unable or unwilling to fulfill their obligations under the JVA.
7.2 Business Risk
The Group is subject to the inherent risks existing in the property development industry. These include supply of materials, equipment and labour, changes in raw material prices, changes in general economic business and credit conditions, timely completion of development projects, appropriate pricing of development properties that will earn the Group the required return, the cost of financing, and risks of purchaser default.
Although the Group seeks to mitigate these risks, there can be no assurance that any change to these factors would not have a material impact on the JV Development.
7.3 Political, Economic and Regulatory Considerations
Like all other business entities, any adverse developments in the political, economic environment and any uncertainties in Malaysia, could materially affect the financial performance and business of the Group.
7.4 Squatters
The JV Land is currently occupied by squatters. The Group being a property developer with experience of more than 15 years has had, the experience in settling amicably with squatters occupying on its land previously or through legal action instituted against these squatters.
The Board has and will continue to exercise due care in considering the risks and benefits associated with the JV Development and will take appropriate measures to plan and integrate the JV Development with its current business operations.
8. FINANCIAL EFFECTS
8.1 Earnings
The JV Development is not expected to have any material effect on the consolidated earnings per share for the year ending 31 December 2012. However, in the longer term, the JV Development is expected to contribute positively to the earnings of the Group.
8.2 Net Assets and Gearings
The JV Development is not expected to have any material effect on the consolidated net assets per share for the year ending 31 December 2012. However, in the longer term, the JV Development is expected to contribute positively to the net assets of the Group.
8.3 Share Capital and Substantial Shareholdings Structure
The JV Development will not have any material effect on the Group’s share capital and substantial shareholdings structure for the year ending 31 December 2012.
9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the directors and/or major shareholders of Tambun Indah and/or persons connected with them have any interest, either direct or indirect in the JV Development.
10. APPROVALS REQUIRED
The JV Development is not subject to the approval of shareholders of Tambun Indah but subject to the approval from relevant government authorities.
11. STATEMENT BY THE BOARD OF DIRECTORS
The Board of Directors of Tambun Indah, after taking into consideration of the rationale of the JV Development, is of the opinion that it is in the best interest of the Company.
12. HIGHEST PERCENTAGE RATIO APPLICABLE
The highest percentage ratio applicable to the JV Development pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 14.64%.
This announcement is dated 2 April 2012. |
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发表于 2012-4-2 18:55
