KUMPULAN EUROPLUS BERHAD (�KEURO� or �Company�)
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TRINITY CORPORATION BERHAD (“TRINITY” or “the Company”)
(formerly known as Talam Corporation Berhad)
PROPOSED JOINT VENTURE BETWEEN TRINITY AND TEMASYA
MAYANG SDN BHD
1. INTRODUCTION
The Board of Directors of TRINITY wishes to announce that on 2 March 2012,
TRINITY had entered into a Joint Venture Agreement (“JVA”) with Temasya
Mayang Sdn Bhd (Company No.: 966564-W) (“TMSB”) whereby TRINITY will
provide 2 parcels of vacant leasehold land measuring 18,582.08 square metres
being part of master title PN 11211, Lot 20407, Mukim Tanjong Duabelas,
Daerah Kuala Langat, Negeri Selangor Darul Ehsan (“Project Land”) and TMSB
will develop the Project Land into 117 units of 2-4 storey shops (“Project”)
within the commercial / housing development known as "Saujana Putra"
(“Proposed Joint Venture”).
2. DETAILS OF THE PROPOSED JOINT VENTURE
2.1 Information on TMSB
TMSB was incorporated in Malaysia on 2 November 2011 under the
Companies Act, 1965 as a private limited company and having its place of
business at 9C Jalan Kenari 2, Bandar Puchong Jaya, 47100 Puchong,
Selangor Darul Ehsan.
It has an authorized share capital of RM500,000.00 comprising 500,000
ordinary shares of RM1.00 each and an issued and paid-up share capital of
RM500,000.00 comprising 500,000 ordinary shares of RM1.00 each.
The principal activities of TMSB are general trading, investment holding,
property development and construction.
2.2 Details of the Project Land
The Group is the owner of the Project Land since 15 August 2000. The
master title is presently charged to a financial institution.
The master title has been surrendered for sub-division and is in the process
of being issued the individual titles.
The tenure of the Project Land is leasehold and expiring in year 2094 and
categorized for commercial use.
The present carrying value of the Project Land amounts to
RM49,880,054.00 in the books of the Group.
2.3 Salient Terms of the JVA
The salient terms and conditions of the JVA are as follows:-
2.3.1 TRINITY shall provide the Project Land and TMSB shall at its
own costs and expense, develop and complete the development of
the Project.
2.3.2 TRINITY’s joint venture entitlement shall be paid in the following
manner:-
(i) Upon execution of the JVA, TMSB shall pay TRINITY a
sum of Ringgit Malaysia Three Million (RM3,000,000.00)
only, and
(ii) The balance sum of Ringgit Malaysia Forty Nine Million
One Hundred Twenty Thousand (RM49,120,000.00) only
shall be paid to TRINITY in the form of 44 units of the
completed Shops in the Project Land within thirty six (36)
months from the date of TMSB’s receipt of the building
plan approvals or within forty two (42) months from the
date of the JVA, whichever is earlier.
2.4 Liabilities including contingent liabilities and guarantees
To the best of TRINITY’s knowledge, save for the Project Land,
TRINITY is not expected to incur any additional financial commitment
and will not be assuming any liabilities, including contingent liabilities
and guarantees, arising from the Proposed Joint Venture.
2.5 Basis and Justification for TRINITY’s Entitlement
TRINITY’s joint venture entitlement was based on willing-buyer willing-
seller basis after taking into consideration its present carrying cost and
current market value of the Project Land and also, the current industries’
norm of units sharing ratio for joint ventures.
3. APPROVALS
The Proposed Joint Venture is not subject to the approval of the shareholders of
TRINITY but is subject to the approvals from the relevant authorities for the
development of the Project Land.
4. RATIONALE AND PROSPECTS FOR THE PROPOSED JOINT
VENTURE
The Proposed Joint Venture will enable TRINITY to improve its current liquidity
position and to reduce the Group’s borrowings and also afford an opportunity to
develop the Project Land immediately due to TRINITY’s current inherent
limitations.
5. RISKS FACTORS
The Project is subject to certain business risks inherent in the property
development industry. These business risks may include but are not limited to,
changes in general economic conditions, government regulations, inflation,
competition from existing players and new entrants, shortage of labour for project
completion, disruption in the supply of building materials and risks relating to the
financing of the Project.
Although the Company will monitor closely the progress of the development of
the Project Land in order to minimize any delays, there can be no assurance that
any change to these risks would not have certain material adverse effect on its
business.
In addition, to further mitigate its risks, the Company has obtained personal
guarantees from the directors of TMSB, namely Dato’ Tee Chai Seng and Dato’
Tan Chon Hoo @ Tan Choon Hoo.
6. FINANCIAL EFFECT
6.1 Share Capital and Substantial Shareholders’ Shareholding
The Proposed Joint Venture will not have any effect on the issued and
paid-up share capital of TRINITY and the shareholding of its substantial
shareholders.
6.2 Net Assets, Gearing and Earnings
The Proposed Joint Venture will give rise to a net gain of RM2.54 million
or 0.07 sen per ordinary share. The net asset of TRINITY will also
increase by 0.07 sen to RM0.18 per ordinary share and gearing ratio will
improve from 1.18 to 1.09 (Based on the Audited Financial Statement as
at 31 January 2011).
7. ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances, the Proposed Joint Venture is expected to
commence on 2nd quarter of 2012 and the Project is expected to be completed
within 36 months from the date of receipt of the building plan approvals or 42
months from the date of the JVA, whichever is earlier.
8. DIRECTORS’ RECOMMENDATION
The Directors of TRINITY, after taking into consideration of all financial and
other factors, is of the opinion that the Proposed Joint Venture is in the best
interest of TRINITY.
9. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST
None of the directors and/or the major shareholders of TRINITY and/or persons
connected with them have any interest, direct or indirect in the Proposed Joint
Venture.
10. PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Joint Venture pursuant to
paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad is 8.46%.
11. DOCUMENTS FOR INSPECTION
The JVA is available for inspection at the registered office of the Company at
Suite 2.12, Level 2, Menara Maxisegar, Jalan Pandan Indah 4/2, Pandan Indah,
55100 Kuala Lumpur between 9.00 a.m. and 5.00 p.m. from Monday to Friday
(except public holidays) for a period of three (3) months from the date of this
announcement.
This announcement is dated 2 March 2012.
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