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MILUX CORPORATION BERHAD (Formerly known as T by c2CbV38A

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									General Announcement
Reference No. CP-101130-75305

                                                                                         Appendix

MILUX CORPORATION BERHAD

Proposed acquisition of all that piece of freehold industrial land identified as Lot 97 within
Rawang Integrated Industrial Park and held under Industrial title Geran 205564, Lot 19029
Seksyen 20, Bandar Rawang Daerah Gombak, Negeri Selangor together with buildings
erected thereon by T. H. Hin Sdn. Bhd., a wholly-owned subsidiary of the Company from
Sterilgamma International Sdn. Bhd for RM4.2 million

*     Contents :-


1.0    INTRODUCTION

       The Board of Directors of Milux Corporation Berhad (“Milux” or “Company”) wishes to
       announce that T.H. Hin Sdn. Bhd. (“T.H. Hin”), a wholly-owned subsidiary of Milux, has on
       1 December 2010 entered into a Sale and Purchase Agreement (the “Agreement”) with
       Sterilgamma International Sdn. Bhd. (“SISB”) to acquire all that piece of freehold industrial
       land identified as Lot 97 within Rawang Integrated Industrial Park and held under
       Industrial title Geran 205564, Lot 19029 Seksyen 20, Bandar Rawang Daerah Gombak,
       Negeri Selangor measuring approximately 10,036 square metres together with double
       storey office annexed with a single storey detached factory erected thereon (collectively
       referred to as the “Property”), free from all encumbrances and with vacant possession on
       an as is where is basis, for a total purchase consideration of RM4.2 million (the “Proposed
       Acquisition”).

2.0    DETAILS OF THE PROPOSED ACQUISITION

       2.1    Information on T.H. Hin

              T.H. Hin was incorporated on August 16, 1977 in Malaysia under the Companies
              Act, 1965 as a private limited company under the name of Tatt Chuon Trading Sdn.
              Bhd. On February 12, 1980, the company changed its name to T. H. Hin Sdn. Bhd.

              Presently, the authorised share capital of T.H. Hin is RM500,000 comprising
              500,000 ordinary shares of RM1.00 each, of which 300,000 ordinary shares of
              RM1.00 each have been issued and fully paid-up.

              The business activity of T.H. Hin is principally involved as dealer in gas cookers,
              electrical household appliances and their related products.

       2.2    Information on SISB

              SISB was incorporated on 9 June 2004 as a private limited company in Malaysia
              under the Companies Act, 1965 company under the name of SG-eBeam (M) Sdn.
              Bhd. On 17 November 2009, the company changed its name to Sterilgamma
              International Sdn. Bhd. The authorised share capital of SISB is RM100,000
              comprising 100,000 ordinary shares of RM1.00 each, of which 2 ordinary shares of
              RM1.00 each have been issued and fully paid-up.

              SISB is principal business is that of investment holding.
2.3   Information on the Property

      The Property is located at Lot 97, Jalan Industri 3/5, Rawang Integrated Park,
      Rawang, Selangor and lies approximately 7 Kilometers to the South West of
      Rawang Town Centre. It is accessible from Rawang Town Centre via Jalan
      Rawang- Batu Arang, turning left into Persiaran Rawang 1 and finally turning into
      Jalan Industri 3/5, where the Property is situated

      The land is a piece of freehold industrial land measuring approximately 10,036
      square metres identified as Lot 97 within Rawang Integrated Industrial Park and
      held under Industrial title Geran 205564, Lot 19029 Seksyen 20, Bandar Rawang
      Daerah Gombak, Negeri Selangor measuring approximately 10,036 square metres
      (108,027 sq ft) together with double storey office annexed with a single storey
      detached factory erected thereon.

      As at to-date, the Developer is still the registered proprietor under individual
      document of title to the Property. The original document of title to the Property is in
      custody of the Alliance Bank Malaysia Berhad (the “Beneficial Owner”). The
      Certificate of fitness for occupation to the Property has been issued by the relevant
      authorities.

2.4   Basis of purchase consideration

      The Purchase Price was arrived at on a willing-buyer willing-seller basis after taking
      into consideration, amongst others, the open market value of the Property ascribed
      by Ravindra Dass Property Services Sdn. Bhd. (“Valuer”), a firm of independent
      registered valuer based on their valuation report dated 7 April 2009 conducted by
      SISB (“Valuation Report”). Having regard to all relevant information, the Valuer
      opined that the market value of the Property as at 7 April 2009 using the
      comparison method of valuation and the cost method of valuation is RM5.2 million.

      The basis of valuation for the Property by the Valuer is based on an as-is where is
      basis as a plot of building land constructed with single storey detached factory with
      an annexed two storey office building in a poor condition. The forced sale value of
      the Property is RM4.16 million.

      The Purchase Price represents a discount of RM1 million (approximately 19.23%)
      over the aforesaid market value.

      The Proposed Acquisition is proposed to be funded by internally generated funds
      and/or bank borrowings of T.H. Hin.

      The Purchase Price will be settled in the following manner:-

      (i)    Immediately upon execution of the Agreement, T.H. Hin shall pay a sum of
             RM420,000 only towards the Purchase Price as deposit to SISB’s Solicitors;
             and

      (ii)   The balance Purchase Price of RM3,780,000 only (the “Balance Purchase
             Price”) shall be paid or deemed paid by T.H. Hin to SISB in the manner
             stated in Clause 4.2 of the Agreement within 3 months from the date on
             which Agreement become unconditional pursuant to Clause 3.1 of the
             Agreement (“Completion Period”) failing which SISB shall grant to T.H. Hin 1
             month from the expiry of the Completion Period or such longer period as the
             parties may agree in writing (the “Extended Completion Period”) to pay the
             Balance Purchase Price in which T.H. Hin shall pay to SISB the late
             payment interest calculated on a day to day basis in respect of outstanding
                     and unpaid Balance Purchase Price from the date next to the last date of
                     the Completion Period to the date of actual payment thereof.

      2.5    Salient terms of the Agreement

             The salient terms of the Agreement are as follows:-

             2.5.1   The Agreement shall become unconditional upon the occurrence of the
                     following events, whichever shall be the later:-

                     (a)    The date of receipt of T.H. Hin’s solicitors the Beneficial Owner’s
                            letter of confirmation stated in Clause 3.1 of the Agreement;

                     (b)    The date of receipt by T.H. Hin’s solicitors of the Direct Transfer and
                            (if applicable) stamping proforma (Borang PDS 15) duly executed by
                            the Developer in favour of T.H. Hin or the duly stamped SISB’s
                            transfer in the event the Developer reject the Direct Transfer;

                     (c)    The date of receipt by T.H. Hin’s solicitors written confirmation (with
                            supporting documents) that SISB has complied with all the
                            conditions imposed by the Beneficial Owner and/or the Developer
                            set out in the Beneficial Owner’s confirmation and consent for Direct
                            Transfer from the Developer.

             2.5.2   The Balance Purchase Price shall be released to the Beneficial Owner upon
                     the expiry of 7 days from the presentation of original issue document of title
                     to the Property, the Direct Transfer (or as the case may be SISB’s transfer)
                     and the Charge (if any) and the relevant documents for registration at the
                     relevant land office/registry.

      2.6    Liabilities to be assumed and additional financial commitment required

             There is no liability to be assumed by T.H. Hin arising from the Proposed Acquisition.
             The Board does not foresee any material additional financial commitment required
             for the Proposed Acquisition.

3.0   RATIONALE FOR THE PROPOSED ACQUISITION

      The Property will be used by Milux Group to house its corporate office cum factory and
      warehouse to centralise and accommodate existing Euro Uno Sales & Service Sdn Bhd
      and T.H. Hin’s operations and also anticipated future growth in their businesses This will
      enable efficient and effective control, monitoring and mobilization of resources within Milux
      Group.

4.0   FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

      4.1    Share Capital and Substantial shareholders’ shareholdings

             The Proposed Acquisition will have no effect on the share capital and substantial
             shareholders’ shareholdings in the Company.

      4.2    Earnings

             The Proposed Acquisition is not expected to have any material effect on the
             earnings per share of Milux Group for the financial year ending 31 August 2011.
       4.3    Net Assets (“NA”)

              The Proposed Acquisition will not have any material effect on the NA per share of
              Milux Group for the financial year ending 31 August 2011.

       4.4    Gearing

              The Proposed Acquisition is not expected to have any material effect on the
              gearing level of Milux Group for the financial year ending 31 August 2011.

5.0    INTEREST OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS
       CONNECTED TO SUCH DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS

       None of the Directors and substantial shareholders of the Company and persons
       connected with them, has any direct or indirect interest in the Proposed Acquisition.

6.0    RISK FACTORS

       The economic value of the Property is subject to the risks inherent in the property market.
       These include, inter-alia, changes in general economic, business and credit conditions and
       demand for industrial properties. These factors will inevitably affect the tenancy rates and
       the value of the Property. However, the Property is intended to be mainly owner-occupied
       rather than for investment purpose.

7.0    COMPLETION OF THE PROPOSED ACQUISITION

       Barring unforeseen circumstances and subject to the receipt of all relevant approvals, the
       Board envisages that the Proposed Acquisition will be completed in the second quarter of
       2011.

8.0    APROVALS FOR THE PROPOSED ACQUISITION

       The Proposed Acquisition is conditional upon obtaining the State Authority to the transfer
       of the Property to T H Hin.

       The Proposed Acquisition is not subject to the approval of the shareholders of Milux.

9.0    HIGHEST PERCENTAGE RATIO APPLICABLE

       The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph
       10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is
       5.99%.

10.0   DIRECTORS’ RECOMMENDATION

       The Directors of Milux are of the opinion that the Proposed Acquisition is in the best
       interest of Milux after taking into consideration the rationale and the relevant aspects of the
       Proposed Acquisition.

11.0   DOCUMENT FOR INSPECTION

       The Agreement will be made available for inspection at the registered office of Milux at 1st
       Floor, Lot 1, Persiaran Sg. Buloh, Taman Sains Selangor 1, Kota Damansara, 47810
       Petaling Jaya, Selangor during office hours from Mondays to Fridays (except public
       holiday) for a period of 3 months from the date of this announcement.

This announcement is dated 1 December 2010.

								
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