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|announcement||:||9 October 2009|
|Subject||:||Purchase of Leasehold Land by San Soon Seng Food Industries Sdn. Bhd. (179092-H), a wholly-owned subsidiary of Three-A Resources Berhad (481559-M) from Excellent Chemicals Industrial Sdn. Bhd. (154612-P)|
The Board of Directors of Three-A Resources Berhad ("3-A") wishes to inform the Exchange that its wholly owned subsidiary, San Soon Seng Food Industries Sdn. Bhd.(179092-H) (hereinafter referred to as "Purchaser") had on 9 October 2009 entered into a Sale and Purchase Agreement with Excellent Chemicals Industrial Sdn. Bhd. (154612-P) (hereinafter referred to as "Vendor") to acquire all that piece of land held under Title No. H.S(M) 9107 for PT No. 27686 Batu 14, Jalan Kuala Selangor, in the Mukim of Sungai Buloh, Daerah Petaling, Negeri Selangor Darul Ehsan comprising an area of approximately 5,606 sq metres together with a factory building erected thereon at a total consideration of RM2,400,000.00 free from encumbrances upon the terms and conditions as stipulated in the Sale and Purchase Agreement ("Proposed Purchase")
Details of the Proposed Purchase:-
The Vendor was incorporated in Malaysia on 16 July 1986 with an authorised capital of RM1,000,000.00 and an issued and paid up share captial of RM840,000.00 divided into 840,000 ordinary shares of RM1.00 each. The current directors of the Company are as follows:-
The Company owns all that piece of leasehold land with a factory building erected thereon. The said leasehold land is currently chaged to United Overseas Bank (Malaysia) Berhad ("the Existing Chargee") registered on 29 March 2007. There is a private caveat lodged by United Overseas Bank (Malaysia) Berhad on 25 January 2007
Details of the Leasehold Land:
the Leasehold land held by the Vendor are set out as follows:-
Basis of Arriving at the Purchase Consideration and Source of Fund
The purchase consideration shall be financed through internally generated funds and/or bank borrowings.
Rationale of the Purchase
Salient Features of the Proposed Purchase
A sum of RM240,000 as deposit and earnest money representing 10% of the purchase consideration shall, upon the execution of the Sale and Purchase Agreement, be deposited to Messrs. Soo Thien Ming & Nashrah, Advocate and Solicitors as stakeholder.
The balance sum of RM2,160,000.00 shall be paid in the manner as described in the Agreement upon the fulfillment of the conditions precedent.
The loan relating to the said Land shall be settled and that the said charge over the Land shall be discharged. The caveat created on the said land shall also be withdrawn.
Financial Effects of the Proposed Purchase | Share Capital and Substantial Shareholder
Net Assets and Gearing
Estimated Time Frame of Completion
Particulars of All Liabilities including Contingent Liabilities to be assumed
by the Company arising from the aforesaid Purchase
The Nature and Extent of the Interests of the Interested Directors and/or Major Shareholders
Fang Siew Yee and Fang Siew Ping, who are Directors of 3-A are deemed interested as they are the daughters of Fang Chew Ham. Liew Kuo Shin who is a Director of 3-A, is deemed interested as he is the son-in-law of Fang Chew Ham.
Pursuant to Part E Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and in view of the interest of certain Directors and major Shareholders of 3-A , the Proposed Purchase constitutes a related party transaction under the Listing Requirements. However, the said purchase of land is not subject to the approval of the shareholders as the materiality of the Transaction is less than 5% of the percentage ratio threshold while only immediate announcement is required.
Save as disclosed above, none of the other Directors or major shareholders or persons connected wth them has any interest, direct or indirect, in the Proposed Purchase. In addition, all the abovenamed interested Directors have abstained from the Board's deliberation and voting in relation to the Proposed Purchase in the Board Meeting of San Soon Seng Food Industries Sdn. Bhd.
Departure from the Securities Commission's Policies and Guidelines on Issue / Offer of Securities
Statement by Directors
Statement by Directors
The Proposed Purchase is fair, reasonable and on normal commercial terms and are not detrimental to the interest of the minority shareholders.
This Proposed Purchase is the only transaction transacted by the Group with the Vendor during the 12 months' period save for the payment of monthly rental to the said Vendor for the renting of the said Land.
Statement by Audit Committee
Documents for Inspection