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|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)|
|Content||:||The Board of Directors of Three-A Resources Berhad (“Three-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 26 March 2010 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) 9108 for PT No. 27688 Batu 14, Jalan Kuala Selangor, in the Mukim of Sungai Buloh, Daerah Petaling, Negeri Selangor Darul Ehsan comprising an area of approximately 4,016 sq metres together with a building erected thereon at a total consideration of RM1,600,000 free from encumbrances upon to the terms and conditions as stipulated in the Sale and Purchase Agreement (“Proposed Purchase”)
Details of the Proposed PurchaseExcellent Chemicals Industrial Sdn. Bhd. (154612-P)(“the Vendor”)
The Vendor was incorporated in Malaysia on 16 July 1986 with an authorised capital of RM1,000,000.00 and an issued and fully paid up share capital of RM840,000.00 divided into 840,000 ordinary shares of RM1.00 each. The current directors of the Company are as follows:-
Name of DirectorsFang Chew Ham
Foong Chiew Fatt
Fong Chew Hean
Fong Chu King @ Tong Chu King
Tham Seng Yap
Dato’ Mohd Nor Bin Abdul Wahid
Foong Peng Yew
Chooi Wei Mun
The Company owns all that piece of leasehold land with a building erected thereon. The property is currently charged to OCBC Bank (Malaysia) Berhad and a Private Caveat has also been lodged at the said property via presentation No. 6576/1996 but the said caveat has been lapsed since 9 September 2001.
Details of the Leasehold Land
The details of the Leasehold land held by the Vendor are set out as follows:-
Location : Title No. H.S.(M) 9108 for PT No. 27686 Batu 14, Jalan Kuala Selangor in the Mukim Of Sungai Buloh, Daerah Petaling, Negeri Selangor Darul Ehsan
Tenure : Leasehold interest for a term of 99 years , expiring on 22 September 2093
Date of Purchase by Vendor : 17 February 1996
Original Purchase Cost by Vendor : RM 929,399.00
Net Book Value as at 31.12.2008 (based on latest audited statement) : RM 756,841.23
Land Area : 4,016 sq metres
Market Valuation : RM1,600,000
Purchase Price payable by Purchaser : RM1,600,000
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 RM160,000 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 RM1,440,000 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 Effect of the Proposed Purchase
Share Capital and Substantial Shareholder
Net Assets and Gearing
Estimated Time Frame for 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 Chew Ham, Foong Chiew Fatt, Fong Chiew Hean, Fong Chu King @ Tong Chu King, are Directors in San Soon Seng Food Industries Sdn. Bhd. Save for Fong Chiew Hean, the rest of the abovementioned Directors are also Directors of Three-A. Save for Fang Chew Ham, the rest of the abovementioned directors are also substantial shareholders of Excellent Chemical Industrial Sdn. Bhd.
Fang Siew Yee and Fang Siew Ping, who are Directors of Three-A Resources Berhad are deemed interested as they are the daughters of Fang Chew Ham. Liew Kuo Shin who is a Director of Three-A Resources Berhad, is deemed interested as he is the son-in-law of Fang Chew Ham.
Dato’ Mohd Nor Bin Abdul Wahid who is a Director of San Soon Seng Food Industries Sdn. Bhd. and Three-A Resources Berhad, is a substantial shareholder in Excellent Chemicals Industrial Sdn. Bhd.
Pursuant to the 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 Three-A Resources Berhad, 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 with 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
The Proposed Purchase is fair, reasonable and on normal commercial terms and are not detrimental to the interest of the minority shareholders.
This Proposed transaction is the second transaction transacted by the Group with the Vendor during the 12 months’ period saved for the payment of monthly rental to the said Vendor for the renting of the said Land.
The first transaction entered into by the Group with the Vendor was on 9 October 2009 for the purchase of a piece of land held under Title No. H.S(M) 9107 for PT No. 27688 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. The highest percentage ratio for the said purchase at that time was 3.01%
Statement by Audit Committee
Documents for Inspection
Dated this 26 day of March 2010