Proposed acquisitions by San Soon Seng Food Industries Sdn Bhd ("SSSFI") of Property I and Perperty II

Date announced : 1 Mar 2017
Type : Reply to Query
Subject : Proposed acquisitions by San Soon Seng Food Industries Sdn Bhd ("SSSFI") of Property I and Perperty II
Description : Proposed acquisitions by San Soon Seng Food Industries Sdn Bhd ("SSSFI") of Property I and Perperty II
Query Letter Contents : We refer to your Company’s announcement dated 24 February 2017 in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

  • the audited net book value of Property I and Property II.
  • description of the factory on Property II including the age of building and built-up area.
  • details on the "prevailing market value of the property around the vicinity".
  • terms of payment of the purchase consideration.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully,

SUZALINA HARUN
Senior Vice President, Issuers
Listing Division, Regulation

/WCY

c.c. : Market Surveillance Dept, Securities Commission Malaysia (via fax).

Reference is made to the Company’s announcement dated 24 February 2017 and the query letter dated 28 February 2017 issued by Bursa Malaysia Securities Berhad. The Board of Directors of 3A wishes to provide the following additional information:-

1.The audited net book value of Property I and Property II.
3A is unable to disclose the audited net book value of Property I and Property II as 3A is not privy to this information.

2.Description of the factory on Property II including the age of building and built-up area.
Single storey detached factories/ warehouses and double storey office block of approximately 25 years’ old and total built up area of 2,632 square metres.

3.Details on the “prevailing market value of the property around the vicinity”.
Independent Market Valuations of Property I and Property II are RM9,500,000.00 and RM8,500,000.00 respectively as valued by Oregeon Property Consultancy Sdn Bhd. The dates of valuation reports for both Properties I and II are 15 February 2017 and 16 February 2017 and the method of valuation is using the Comparison Approach.

4.Terms of payment of the purchase consideration.

The Purchase Consideration I and Purchase Consideration II for the Proposed Acquisitions shall be paid by the Purchaser in the following manner:-

SPA I

Upon the execution of SPA I, SSSFI shall paid a total sum of Ringgit Malaysia Nine Hundred And Fifty Thousand (RM950,000.00) only equivalent to ten percent (10%) of the Purchase Consideration I to the Vendor I in the following manner:-

  • a sum of Ringgit Malaysia One Hundred And Ninety Thousand (RM190,000.00) only by way of earnest sum already paid by SSSFI to the Vendor I’s Solicitors as stakeholders prior to the date the execution of SPA I; and
  • a sum of Ringgit Malaysia Two Hundred And Eighty Five Thousand (RM285,000.00) only being a sum equivalent to three percent (3%) of Nine Million Five Hundred Thousand (RM9,500,000.00) as required pursuant to the Real Property Gains Tax Act 1976 or any statutory modification or re-enactment thereof for the time being in force paid by the SSSFI to the SSSFI’s Solicitor as stakeholder for submission of real property gain tax; and
  • a further sum of Ringgit Malaysia Four Hundred And Seventy Five Thousand (RM475,000.00) only being the balance deposit paid by SSSFI to the Vendor I upon the execution of the SPA I.

The balance of the Purchase Consideration I of Ringgit Malaysia Eight Million Five Hundred And Fifty Thousand (RM8,550,000.00) only shall be paid or caused to be paid by SSSFI to the Vendor I’s Solicitors within a period of ninety (90) days from the date of fulfilment of conditions precedent referred to the SPA I to hold as stakeholders and the Vendor I’s Solicitors shall deal with the same in accordance with the provision set out in the SPA I.

SPA II

  • Upon execution of SPA II, the sum of Ringgit Malaysia Two Hundred and Twenty Five Thousand (RM225,000.00) only, being 3% of the Purchase Consideration II to SSSFI’s Solicitors as stakeholders pursuant to the Real Property Gains Tax Act, 1976 for the purposes of payment of real property gains tax payable by the Vendor II to the Director General of Inland Revenue on behalf of the Vendor II.
  • Upon execution of this SPA II, the sum of Ringgit Malaysia Five Hundred and Twenty Five Thousand (RM525,000.00) only to the Vendor II, the receipt of which the Vendor II had acknowledged as deposit and towards payment of the Purchase Consideration II upon completion of the SPA II.

(Collectively referred to as “the Deposit II”)

(iii) the sum of Ringgit Malaysia Six Million Seven Hundred and Fifty Thousand (RM6,750,000.00) only shall be paid by SSSFI to the Vendor II’s Solicitors as stakeholders within three (3) months from the completion period, failing which the Vendor II shall grant to the Purchaser an extension of time of thirty (30) days to pay the said Balance Purchase Consideration II, SUBJECT TO the Purchaser paying to the Vendor II’s interest at the agreed rate of eight percent (8%) per annum to be calculated on a day to day basis on the unpaid portion of the said Balance Purchase Consideration II from the day after the expiry of the completion period to the date of receipt in full of the said balance Purchase Consideration II by the Vendor II’s Solicitors as stakeholders.

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