Feb 2, 2016 - The Board of Directors of JCY wishes to announce that JCY HDD, ... made either in cash, bank draft, cashie
JCY INTERNATIONAL BERHAD ("JCY" OR “THE "COMPANY") - Sale and Purchase Agreement (“SPA”) entered between PCA Mahlin Technology Sdn. Bhd. (“PCA”) and JCY HDD Technology Sdn. Bhd. (“JCY HDD”), a wholly-owned subsidiary of JCY, for the purchase of all that piece of leasehold land held under HS(D) 26391 PT 261 in the Mukim of 13, District of Seberang Perai Tengah, State of Pulau Pinang (“the Property”) (“Acquisition”) 1.
INTRODUCTION The Board of Directors of JCY wishes to announce that JCY HDD, a wholly-owned subsidiary of JCY (“Purchaser”), had on 2 February 2016, entered into a SPA with PCA ("Vendor") for the acquisition of the Property at a purchase price of RM23,000,000 (Ringgit Malaysia: Twenty Three Million) only. (each a Party and collectively, the Parties)
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INFORMATION ON THE PROPERTY Title Particulars
: HS(D) 26391 PT 261 in the Mukim of 13, District of Seberang Perai Tengah, State of Pulau Pinang
Property Address
: No. 901, Jalan Perindustrian Bukit Minyak Taman Perindustrian Bukit Minyak 14100 Simpang Ampat Pulau Pinang
Tenure
: Leasehold
Total Land Area
: 1.6189 hectares
INFORMATION ON THE VENDOR 3.1
PCA is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 21 June 1997. Its registered office is located at Suite 18.01, 18th Floor, MWE Plaza, No. 8, Lebuh Farquhar, 10200 Pulau Pinang.
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PCA is principally engaged in properties holding business.
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Mr. Yong Jong Siah and Mr. Yong Yoong Kian, the Directors of PCA are interested in the Acquisition by virtue of them being the brother of Mr. Yong Yoon Kiong, a substantial shareholder of JCY and Mr. Yong Yong Chai, a Director of JCY HDD. Mr. Yong Yoong Kian is also a Director of JCY HDD (“Interested Directors”).
SALIENT TERMS OF THE SPA 4.1
SALE AND CONSIDERATION In consideration of the sum stated in Section 5 of the First Schedule (the “Deposit”) by way of deposit and part payment towards account of the purchase price to the Vendor (the receipt of which sum the Vendor acknowledges) upon execution of the SPA, the Vendor agrees to sell and the Purchaser agrees to purchase the Property free from all charges, liens or encumbrances whatsoever at the price stated in Section 6 of the First
Schedule (the “Purchase Price”) upon the terms and conditions in the SPA and in particular the Special Conditions stipulated in the Second Schedule. 4.2
COMPLETION The balance of the Purchase Price in the sum stated in Section 7 of the First Schedule (the “Balance Purchase Price”) is to be paid by the Purchaser to the Vendor’s Solicitors and the purchase is to be completed at the office of the Vendor’s Solicitors, at the time and in the manner set out in Section 8 of the First Schedule (the “Completion Date”).
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EXECUTION OF TRANSFER Upon the execution of the SPA, the Vendor must execute or cause to be executed a valid and registrable memorandum of transfer in respect of the Property in favour of the Purchaser and cause the same to be deposited with the Purchaser’s Solicitors for the purpose of adjudication only.
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DEPOSIT OF DOCUMENTS Upon the execution of the SPA, the Vendor must deposit with the Vendor’s Solicitors as stakeholder the issue document of title (unless the same is currently charged) together with any other requisite documents necessary to effect registration of the transfer in favour of the Purchaser, including the current year’s quit rent and property assessment receipts, if any. The Vendor must further cause to be deposited with the Vendor’s Solicitors its company’s resolution in respect of the sale of the Property together with other requisite statutory documents including certified true copies of its memorandum and articles of association, latest Annual Returns, all Forms 24, Form 44 and Form 49.
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MODE OF PAYMENT OF PURCHASE PRICE The parties agree that all payments towards the Purchase Price must be made either in cash, bank draft, cashier’s order or cheque, clear of any bank commission or charges. Provided always that in the case where payment is made by cheque, it must be honoured on first presentation.
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BASIS AND JUSTIFICATION FOR CONSIDERATION The consideration was arrived at on a ‘willing-buyer willing-seller basis’ after taking into account the market value of the Property as appraised by Henry Butcher Malaysia (Seberang Perai) Sdn. Bhd., an independent firm of registered valuers, in its valuation report dated 5 September 2015.
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RATIONALE FOR THE ACQUISITION AND ANY BENEFIT The Purchaser has been renting and occupying the Property as one of the significant operation sites of the Purchaser for more than ten (10) years. The Management is of the view that the Acquisition will enhance the security and management of the assets that the Purchaser had invested and attached onto the Property throughout the years it has so occupied the Property.
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LIABILITIES TO BE ASSUMED There are no liabilities to be assumed by the Purchaser from the Acquisition.
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SOURCE OF FUNDING The Acquisition of the Property will be funded by internally generated funds.
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RISK FACTOR Other than the transactional risk pertaining to the Acquisition, the Board of Directors do not foresee any other significant risk arising from the Acquisition.
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FINANCIAL EFFECTS OF THE ACQUISITION The Acquisition will not have any effect on the issued and paid-up share capital of JCY as well as on the substantial shareholders’ shareholdings in JCY. The Acquisition is not expected to have any material effect on the earnings per share, net assets per share and gearing of JCY for the financial year ending 30 September 2016.
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ESTIMATED TIME FRAME FOR COMPLETION Barring unforeseen circumstances, the Acquisition is expected to be completed by the first quarter of calendar year 2016.
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HIGHEST PERCENTAGE RATIO APPLICABLE TO THE ACQUISITION Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Acquisition is 1.77%.
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DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST Save for the Interested Directors, none of the Directors and/or major shareholders of JCY and/or persons connected with them have any interest, direct or indirect in the Acquisition. The Interested Directors have abstained and will continue to abstain from Board deliberation and voting on resolution(s) pertaining to the Acquisition of the Property.
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APPROVALS REQUIRED The Acquisition is not subject to the approval of the shareholders of the Company and any other relevant authorities and is not conditional upon any other corporate exercise undertaken by the Company.
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STATEMENT BY BOARD OF DIRECTORS The Board of Directors of JCY, save for the Interested Directors, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of JCY.
