PROPOSED ACQUISITION OF TROPICANA HOLDINGS SDN BHD BY SCIENTEX
QUATARI SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF SCIENTEX BERHAD
The Board of Directors of Scientex Berhad (“Scientex” or “the Company”) wishes to
announce that on 16 December 2011, Scientex Quatari Sdn Bhd (“SQSB”), a wholly-
owned subsidiary of Scientex, has entered into a Share Sale and Purchase Agreement
(“S&P Agreement”) with several parties (“the Vendors”) as named below for the purchase
of 70,000 ordinary shares of RM1.00 each (“the Sale Shares”) representing 70% equity
interest in Tropicana Holdings Sdn Bhd (“THSB”) for a total purchase consideration of
RM46,389,000.00 (“the Proposed Acquisition”):-
Vendors No. of Ordinary Shares of
RM1.00 Each in THSB
Dato’ Er Kok Leong @ Er Chai Tuan 30,000
Ng Han Kuang @ Er Jin Kwee 30,000
Er Choon Seng @ Er Goh Hing 10,000
The Sale Shares are to be purchased free from encumbrances in accordance with the terms
and conditions of the S&P Agreement.
Upon completion of the Proposed Acquisition, SQSB will hold 70% equity interest in
THSB and accordingly, THSB will become a subsidiary of the Company.
2. INFORMATION ON THSB
THSB was incorporated in Malaysia on 10 November 2003 as a private limited company.
THSB has an authorised capital of RM100,000.00 divided into 100,000 ordinary shares of
RM1.00 each, of which 100,000 ordinary shares of RM1.00 each have been issued and
fully paid up.
The principal activity of THSB is investment holding.
THSB has on 22 June 2011 entered into a Sale and Purchase Agreement with TPPT Sdn
Bhd (“TPPT”), to purchase a piece of freehold land held under title Grant No. 237417, Lot
No. 812, Mukim Senai, District of Kulaijaya, State of Johor measuring approximately
243.738 acres (“the Land”). The Land is situated 9 kilometers from the Senai International
Airport and approximately 27 kilometers to the north of Johor Bahru City Center and 31
kilometers to Nusajaya, the new state administrative centre. It is also situated within 40
kilometers radius from the Malaysia-Singapore Second Link as well as the Tanjung
Pelepas industrial region with easy accessibility via the North South Expressway.
The audited financial statement for the year ended 31 March 2011 shows that THSB has
recorded a loss before tax of RM1,690.00 and net liability of RM12,398.00
3. BASIS OF ARRIVING AT PURCHASE CONSIDERATION
The consideration was arrived at on a willing-buyer willing-seller basis based on RM6.25
psf of the Land after taking into account the development potential of the Land and the
growth potential and market value of the surrounding areas within the vicinity of the
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4. SALIENT TERMS OF THE S&P AGREEMENT
The total purchase consideration for the Sale Shares of RM46,389,000.00 (“the Purchase
Consideration”) shall be paid in the following manner in accordance with the terms and
conditions of the S&P Agreement:-
(i) Deposit of RM6,627,000.00 to be paid upon execution of the S&P Agreement; and
(ii) Balance sum to be paid no later than 30 April 2012.
Upon full payment of the Purchase Consideration with the vacant possession of the Land
to THSB and issuance of share certificate(s) in respect of 70,000 ordinary shares of
RM1.00 each in THSB in the name of SQSB, the Proposed Acquisition shall be deemed
5. SOURCE OF FUNDING
The Proposed Acquisition will be funded by internally generated funds.
6. LIABILITIES TO BE ASSUMED BY SCIENTEX
SQSB and Scientex Group of Companies (“Scientex Group” or “the Group”) will not
assume any liabilities arising from the Proposed Acquisition.
7. RATIONALE AND PROSPECTS
The Proposed Acquisition is in line with SQSB’s plan to expand its landbank in strategic
locations for its future property development and expansion of its current business
operations within the Iskandar Malaysia development corridor in the State of Johor.
The Proposed Acquisition is intended to create greater economic value and increase the
earnings potential for the Company over the medium and longer term. Due to its strategic
location within Iskandar region, its proximity to the Senai International Airport in the
north and the Tanjung Pelepas industrial region in the south, the Land is expected to yield
greater returns over the longer term as land values in the surrounding areas appreciate.
8. RISK FACTORS
The Board of Directors of Scientex does not foresee any risk factors arising from the
Proposed Acquisition, other than the normal economic risk and inherent risk factors
associated with the property development industry, for which Scientex Group is already
9. ESTIMATED TIME FRAME FOR COMPLETION
The Proposed Acquisition is estimated to be completed during the financial year ending
31 July 2012.
10. EFFECT OF THE PROPOSED ACQUISITION
10.1 Share Capital and Substantial Shareholders’ Shareholding
The Proposed Acquisition will not have any effect on the issued and paid-up share
capital of Scientex and the shareholdings of the substantial shareholders of
Scientex as the Proposed Acquisition will be wholly satisfied in cash.
10.2 Earnings and Net Assets
The Proposed Acquisition will not have any material impact on the earnings and
net assets of the Group for the financial year ending 31 July 2012. However, it is
expected to contribute positively to the earnings and net assets of the Group in the
The Proposed Acquisition will not have any material impact on the gearing of the
Group for the financial year ending 31 July 2012.
11. APPROVALS REQUIRED
The Proposed Acquisition is not subject to the approvals of the shareholders of Scientex
and any regulatory authorities.
12. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
None of the Directors, major shareholders and persons connected with the Directors and
major shareholders of Scientex has any interest, direct and indirect in the Proposed
13. DIRECTORS’ STATEMENT
The Board of Directors of Scientex after careful deliberation on the Proposed Acquisition,
is of the opinion that the terms of the Proposed Acquisition is fair and reasonable and that
it is in the best interest of the Group.
14. COMPLIANCE WITH THE SECURITIES COMMISSION’S POLICIES AND
GUIDELINES ON ISSUE/ OFFER OF SECURITIES
The Proposed Acquisition is not subject to the approval of the Securities Commission
(“SC”) and does not fall under the SC’s Policies and Guidelines on Issue/Offer of
Securities or any amendments thereof. As such, the Proposed Acquisition has not departed
from the said Policies and Guidelines.
15. 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 is 9.93%.
16. DOCUMENTS FOR INSPECTION
The S&P Agreement is available for inspection at the registered office of Scientex at Jalan
Utas 15/7, 40000 Shah Alam, Selangor Darul Ehsan during normal business hours on
Monday to Friday (except public holidays) for a period of fourteen (14) days from the date
of this announcement.
This announcement is dated 16th day of December 2011.