|Reference No CU-000918-4F7EC
|PJ DEVELOPMENT HOLDINGS BERHAD
||PJ DEVELOPMENT HOLDINGS BERHAD ("PJD" OR "COMPANY")
PROPOSED ACQUISITION OF TWO PARCELS OF VACANT FREEHOLD COMMERCIAL LAND BY HIGHPORT BERHAD ("HB"), A WHOLLY OWNED SUBSIDIARY OF PJD REALTY SDN BHD ("PJDR"), WHICH IN TURN IS A WHOLLY OWNED SUBSIDIARY OF PJD, FROM DINDINGS CONSOLIDATED SDN BHD ("DCSB") ("HEREINAFTER SHALL BE REFERRED TO AS THE "PROPOSED ACQUISITION")
The Board of Directors of PJD is pleased to announce that HB has on 15 September 2000, entered into two (2) separate conditional Sale and Purchase Agreement ("SPA") with DCSB for the acquisition of two adjoining parcels of vacant commercial land ("the Lands") from DCSB for a total cash consideration of RM4,988,000.
2. Details of the Proposed Acquisition
2.1 Information on the Lands
The Lands, which measure approximately 174,515 sq. ft. are freehold and are located in Kulai, Johor and within Taman Putri Kulai, a fully integreated housing scheme, which is currently being developed by PJD and its subsidiary companies.
Taman Putri Kulai is located 3 kilometres north-west of Kulai town centre and is sited on the left side of the Johor Bahru - Air Hitam main road, travelling from Kulai towards Air Hitam. The North-South Highway is located about 3 kilometres south of Taman Putri Kulai.
2.2 Particulars of the Lands are as follows :-
Registered Owner : DCSB
Lot Nos : Lot No 24513 and Lot 24514
Mukim of Senai, Kulai
Daerah of Johor Bahru
Negeri Johor Darul Takzim
Title Nos. (Geran) : 61624 and 61625 respectively
Land Areas : Lot No. 24513 - approximately 89,028 sq. ft.
Lot No. 24514 - approximately 85,487 sq. ft.
Tenure : Freehold
Category of Land Use : Building
The Lands were acquired by DCSB on 11 December 1995 for RM1,510,000 and the net book value of the Lands in DCSB's books as at 31st August 2000 is RM2,040,000.
The Lands will be acquired free from all encumbrances and with vacant possession and free from any restrictions in interest but subject to all categories of land use and conditions, express or implied on the issued documents of titles. There are no liabilities to be assumed by HB arising from the Proposed Acquisition.
2.3 Basis of Arriving at the Purchase Consideration
The purchase consideration of RM4,988,000 for the Lands were arrived at on a "willing buyer - willing seller" basis and after taking into consideration an independent valuation as carried out by Azmi & Co Sdn. Bhd. on 4 September 2000, a firm of independent professional valuers, who valued the Lands at an open market value of RM5,580,000 based on the comparison method of valuation.
Therefore, the purchase consideration for the Proposed Acquisition of RM4,988,000 represents a discount of RM592,000 or approximately 10% from the open market value of RM5,580,000 as valued by Azmi & Co Sdn. Bhd..
The consideration for the Proposed Acquisition is to be funded by internally generated funds and bank borrowings.
2.4 Salient Terms and Conditions for the Proposed Acquisition
The purchase consideration of RM4,988,000 is payable in the following manner : -
(i) A sum of RM498,800 representing 10% of the total purchase consideration will be paid to DCSB upon signing of the SPA;
(ii) The balance of RM4,489,200 shall be payable within 30 days from the date of approval-in-principle by the Registrar of Companies ("ROC") of the club membership scheme to be established by HB on the Lands and the date of receipt of the approval of the Majlis Daerah Kulai, Johor ("MDK") for construction of a clubhouse for the membership scheme on the Lands. The period of 30 days is to be computed from the date of receipt of the last of the two approvals stated above.
The approval from the ROC and MDK are to be obtained within (6) months from the date of the SPA with a further extension of another six (6) months, if required.
2.5 Information of the Vendor and Purchaser to the Proposed Acquisition
HB was incorporated as a private limited company in Malaysia under the Companies Act, 1965 on 31 December 1994 under the name of Highport Sdn Bhd. It was subsequently converted into a public company limited by shares on 7 August 2000 under the name of HB. The authorised share capital of HB as at the date of this announcement is RM100,000, comprising 100,000 ordinary shares of RM1.00 each, of which 100,000 ordinary shares of RM1.00 each have been issued and fully paid-up.
The principal activities of HB are that of proprietor and operator of club.
PJDR was incorporated in Malaysia under the Companies Act, 1965 on 29 March 1991 as a private limited company under the name of Impress Circle (M) Sdn Bhd and assumed its present name of PJDR on 23 April 1991. The authorised share capital of PJDR as at the date of this announcement is RM25,000, comprising 25,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of RM1.00 each have been issued and fully paid-up.
The principal activity of PJDR is that of an investment holding company.
PJD was incorporated in Malaysia under the Companies Act, 1965 on 13 April 1965 under the name of Malaysia Towels Limited. It was subsequently converted into a public limited company on 26 March 1973 and changed its name to Malaysia Textile Industries Berhad. The Company changed its name again to Emtex Corporation Berhad on 17 August 1983 and assumed its present name of PJD on 22 December 1990.
It was listed on the Kuala Lumpur Stock Exchange ("KLSE") on 17 June 1974.
The authorised share capital of the PJD as at the date of this announcement is RM1,000,000,000, comprising 1,000,000,000 ordinary shares of RM1.00 each, of which 285,082,645 ordinary shares of RM1.00 each have been issued and fully paid-up.
The principal activities of PJD are that of investment holding and property investment.
DCSB was incorporated in Malaysia under the Companies Act, 1965 on 2 December 1968 as a private limited company under the name of Dindings Development & Finance Sdn Bhd. On 23 November 1979, the Company changed its name to Dindings Realty Development Sdn Bhd and assumed its present name on 25 May 1984. The authorised share capital of DCSB as at the date of this announcement is RM25,000,000, comprising 25,000,000 ordinary shares of RM1.00 each, of which 11,399,990 ordinary shares of RM1.00 each have been issued and fully paid-up.
The principal activities of DCSB are that of investment and property development.
3. RATIONALE FOR THE PROPOSED ACQUISITION
The Lands will be used for building a clubhouse for the subscribing residents and potential purchasers of PJD's property development scheme in Taman Putri Kulai, as part of the facilities and amenities available in Taman Putri Kulai, Johor. The proposed clubhouse would also add value to the marketing of Taman Putri Kulai future projects to generate potential new sales for the company.
4. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
4.1 Share Capital and Shareholding structure
The Proposed Acquisition will be fully settled in cash, and will not have any effect on the share capital and the shareholding structure of PJD.
The Proposed Acquisition is not expected to have any material effect on the consolidated earnings of PJD for the financial year ending 30 June 2001.
The Proposed Acquisition is expected to contribute positively to the future earnings of PJD.
4.3 Net Tanible Assets ("NTA")
The Proposed Acquisition will not have any effect on the consolidated NTA of PJD.
5. CONDITIONS OF THE PROPOSED ACQUISITION
Pursuant to Section 118 Part 4 of the KLSE's Main Board Listing Requirements, the Proposed Acquisition is less than 5% relative to all the percentage ratios as stipulated under Section 111 (7) (a) to (f) Part 4 of the KLSE's Main Board Listing Requirements. Therefore, only an announcement to the KLSE is required for the Proposed Acquisition.
The Proposed Acquisition is not subject to the approval of the shareholders of PJD.
6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
DCSB, is a substantial shareholder of PJD. Wong Chong Shee, the Deputy Managing Director of PJD, is the brother of Wong Ah Chiew and brother-in-law of Khor Chai Moi. Wong Ah Chiew and Khor Chai Moi are the directors and substantial shareholders of DCSB. Khor Neng Tiang, one of the directors of PJD, is the brother of Khor Chai Moi.
Hence, Wong Chong Shee and Khor Neng Tiang are deemed interested in the Proposed Acquisition and have abstained from voting on the resolutions pertaining to the Proposed Acquisition.
Save as mentioned above, none of the other directors of PJD and/or other substantial shareholders of PJD and/or persons connected with the directors and/or other substantial shareholders of PJD have any interest, direct or indirect, in the Proposed Acquisition.
7. DIRECTORS' RECOMMENDATION
The Directors of PJD (except Wong Chong Shee and Khor Neng Tiang, being Directors who are deemed interested in the Proposed Acqusition and have abstained from all deliberations and voting) having carefully considered the Proposed Acquisition, are of the opinion that the Proposed Acquisition is fair and reasonable and in the best interests of PJD.
8. DOCUMENTS FOR INSPECTION
The following documents are available for inspection at the Registered Office of the Company at 18th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur, from Monday to Friday (except public holidays) during normal business hours for a period of three (3) months from the date of this announcement :-
(i) SPA's for the Proposed Acquisition; and
(ii) Valuation Report, as prepared by Azmi & Co Sdn. Bhd. for the Lands.
DATO' DR HAJI DZULKARNAIN BIN SHAFIEE