LEONG HUP HOLDINGS BERHAD - Announcements

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4. DETAILS OF THE PROPOSALS 4.1 Salient Terms of the First Proposed Acquisition of Budiman Shares (a) Shares Acquired Free from Encumbrances The 1,300,000 Shares in Budiman to be acquired by LHHB pursuant to the First Proposed Acquisition of Budiman Shares will be acquired free from all encumbrances and with all rights attaching thereto or accruing thereon as at and from the date of the Sale and Purchase Agreement, including all rights to dividends and other distributions declared, made and paid thereafter. (b) LHHB to Discharge Director’s Personal Guarantee LHHB is required to procure the discharge of the joint and several personal guarantee executed by Mr. Yeo Soo Sia @ Yeo Soo Seng, the director representing the Vendors on the Board of Directors of Budiman, in favour of OCBC to secure facilities extended by OCBC to Budiman, upon the completion of the First Proposed Acquisition of Budiman Shares. The facilities extended by OCBC to Budiman comprise an overdraft facility of RM10 million and a term loan of RM55 million. The facilities are currently secured by a charge over the Budiman Land, a joint and several directors’ guarantee and a corporate guarantee by LHHB. (c) Mode of Satisfaction of Purchase Consideration The purchase consideration shall be wholly satisfied by the payment of cash on completion as no deposit is payable. The First Proposed Acquisition of Budiman Shares is expected to be completed by the third quarter of the year 2001. 4.2 Salient Terms of the Proposed Disposal of Atlasprise Shares (a) Shares Disposed Of Free from Encumbrances The 465,000 Shares in Atlasprise to be disposed of by LHHB to Bukit Gambir pursuant to the Proposed Disposal of Atlasprise Shares will be disposed of free from all encumbrances and with all rights attaching thereto or accruing thereon as at and from the date of the Sale and Purchase Agreement, including all rights to dividends and other distributions declared, made and paid thereafter. LHHB currently has a 55.0% equity interest in Atlasprise comprising 825,000 Shares. The Proposed Disposal of Atlasprise Shares will reduce LHHB’s equity interest in Atlasprise to 24.0% comprising 360,000 Shares. Atlasprise will therefore cease to be a subsidiary of LHHB upon completion of the Proposed Disposal of Atlasprise Shares, and will instead become an associate company of LHHB. Bukit Gambir currently has a 20.0% equity interest in Atlasprise comprising 300,000 Shares. Upon completion of the Proposed Disposal of Atlasprise Shares, Bukit Gambir will have a 51.0% equity interest in Atlasprise comprising 765,000 Shares. Atlasprise will therefore become a subsidiary of Bukit Gambir. 10
(b) Bukit Gambir to Discharge LHHB’s Corporate Guarantee Bukit Gambir is required to procure the discharge of all corporate guarantees provided by LHHB for the benefit of Atlasprise. As at 15 May 2001, the corporate guarantees provided by LHHB for the benefit of Atlasprise amounted to RM10 million. (c) Advances Given by LHHB to Atlasprise Bukit Gambir will not be required to pay LHHB for 31/55 (based on the percentage of equity interest in Atlasprise to be disposed of by LHHB to Bukit Gambir) of the advances given by LHHB to Atlasprise (“LHHB Advances”) upon completion of the Proposed Disposal of Atlasprise Shares. As at 15 May 2001, the LHHB Advances amounted to RM7.423 million. However, if upon the expiry of two (2) years from the date on which Bukit Gambir is registered as the owner of the Atlasprise Shares which are the subject of the Proposed Disposal of Atlasprise Shares, the amounts of shareholders’ advances made by LHHB and Bukit Gambir respectively to Atlasprise are not proportionate to their respective shareholdings in Atlasprise, Bukit Gambir will reimburse LHHB such excess shareholder’s advances on a Ringgit for Ringgit basis so that the resultant shareholders’ advances are proportionate to their respective shareholdings in Atlasprise. The reason why the parties had agreed that Bukit Gambir will not be required to pay LHHB for 31/55 of the LHHB Advances upon completion of the Proposed Disposal of Atlasprise Shares is because as a result of the loss arising from the revaluation of the Atlasprise Land, the adjusted NTA value of Atlasprise is negative and the consideration for the Proposed Disposal of Atlasprise Shares is at a premium to the adjusted NTA value of Atlasprise. (d) Mode of Satisfaction of Disposal Consideration The disposal consideration shall be wholly satisfied by the payment of cash on completion as no deposit is payable. The Proposed Disposal of Atlasprise Shares will not generate any gain or loss to LHHB as the consideration of RM465,000 is equivalent to the net book value of the 465,000 Atlasprise Shares which are the subject of the Proposed Disposal of Atlasprise Shares. 4.3 Salient Terms of the Proposed Disposal of 73.845-Acre Land (a) OCBC’s Consent and Agreement The parties will procure OCBC, as the existing chargee of the Budiman Land, to:- (i) Consent to the Proposed Disposal of 73.845-Acre Land; (ii) Accept RM7.054 million as the agreed redemption sum for the 73.845- Acre Land; and (iii) Grant to Jayaplus a loan of not less than RM7.054 million (“Jayaplus Loan”) towards completion of the Proposed Disposal of 73.845-Acre Land and settlement of the agreed redemption sum. 11
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: Bukit Gambir − Bukit Gambir Compa
Page 5 and 6: TABLE OF CONTENTS Page PART A - DIR
Page 7 and 8: APPENDICES 1. INFORMATION ON LHHB..
Page 9 and 10: LEONG HUP HOLDINGS BERHAD (Company
Page 11 and 12: (e) A conditional Sale and Purchase
Page 13 and 14: (b) Two (2) pieces of freehold land
Page 15 and 16: 3. INFORMATION ON BUKIT GAMBIR, JAY
Page 17: 3.4 Amalan Amalan was incorporated
Page 21 and 22: 4.4 Salient Terms of the Proposed D
Page 23 and 24: 4.6 Salient Terms of the Proposed D
Page 25 and 26: (d) (e) (f) (g) (h) (i) Mr. Lau Bon
Page 27 and 28: 73.845-Acre 132.395-Acre 119.82-Acr
Page 29 and 30: 8.4 NTA and Gearing Based on the au
Page 31 and 32: 9.3 Proposed Disposal of 119.82-Acr
Page 33 and 34: PART B INDEPENDENT ADVICE LETTER TO
Page 35 and 36: VI. PROPOSED DISPOSAL BY BUDIMAN OF
Page 37 and 38: (g) (h) (i) Mr. Lau Hai Nguan is a
Page 39 and 40: The shareholders and directors of B
Page 41 and 42: (b) Two (2) pieces of freehold land
Page 43 and 44: (b) Bukit Gambir to Discharge LHHB
Page 45 and 46: (b) Budiman’s Undertakings Budima
Page 47 and 48: 3.4 Proposed Disposal of 132.395-Ac
Page 49 and 50: (c) Mode of Satisfaction of Purchas
Page 51 and 52: elation to the 119.82-Acre Land as
Page 53 and 54: 5.2 Utilisation of Proceeds Utilisa
Page 55 and 56: (ii) (iii) The fixing of the redemp
Page 57 and 58: 8.2 Basis of Determining the Consid
Page 59 and 60: (b) (c) LHM will set off the Set-Of

LEONG HUP HOLDINGS BERHAD - Announcements

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