LEONG HUP HOLDINGS BERHAD - Announcements

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5.2 Proposed Disposal of Atlasprise Shares The disposal consideration for the Proposed Disposal of Atlasprise Shares of RM465,000 is based on the par value of the Shares concerned, and was arrived at on a willing-buyer willing-seller basis after taking into consideration the unaudited NTA of Atlasprise as at 30 November 2000 of RM1.886 million and after adjusting for the loss on revaluation of RM3.660 million arising from the revaluation of the Atlasprise Land. The adjusted unaudited NTA is negative RM1.774 million. 31% of the adjusted unaudited NTA therefore amounts to negative RM0.550 million. The loss on revaluation was derived based on a valuation of the Atlasprise Land carried out by Colliers Jordan Lee & Jaafar (JH) Sdn. Bhd., an independent firm of professional valuers, on 28 February 2001 using the comparison method, pursuant to which the said firm determined the open market value of the Atlasprise Land with the benefit of the Atlasprise Approvals in Principle, to be RM17,000,000 or approximately RM1.70 per square foot. A copy of the valuer’s letter in relation to the said valuation is set out in Appendix 6. The disposal consideration represents a premium of RM1.015 million to the relevant proportion of the adjusted unaudited NTA of Atlasprise as at 30 November 2000. The total cost of investment to LHHB of the 465,000 Atlasprise Shares is RM465,000. LHHB made the investment on 22 May 1997. As at 15 May 2001, the net book value of the investment was RM465,000. The Proposed Disposal of Atlasprise Shares will therefore not generate any gain or loss to LHHB. 5.3 Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land and Proposed Disposal of 119.82-Acre Land The respective disposal consideration for the Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land and Proposed Disposal of 119.82-Acre Land was arrived at on a willing-buyer willing-seller basis after taking into consideration their respective open market values with the benefit of the Budiman Approval. A valuation of the 73.845-Acre Land, 132.395-Acre Land and 119.82-Acre Land collectively was carried out by Colliers Jordan Lee & Jaafar (JH) Sdn. Bhd., an independent firm of professional valuers, on 28 February 2001 using the comparison method, and checked by the residual method, pursuant to which the said firm determined the aggregate open market value of the said lands with the benefit of the Budiman Approval, to be RM62,500,000 or approximately RM4.40 per square foot. A copy of the valuer’s letter in relation to the said valuation is set out in Appendix 5. Based on this valuation, the disposal consideration for each of the said lands was determined by apportioning the aggregate open market value of the said lands. Budiman had acquired the Budiman Land on 25 April 1997 for a consideration of RM117.591 million. The total estimated cost of investment to Budiman of the Budiman Land as at 31 March 2001 is RM153.470 million. On a proportionate basis, the total estimated cost of investment to Budiman of the 73.845-Acre Land, 132.395-Acre Land and 119.82-Acre Land as at 31 March 2001 is RM58.512 million. The table below sets out the respective disposal consideration, open market value and estimated net book value of the 73.845-Acre Land, 132.395-Acre Land and 119.82-Acre Land, as well as the estimated gain to Budiman on the disposals. 18
73.845-Acre 132.395-Acre 119.82-Acre Land Land Land RM RM RM Disposal consideration 14,153 25,375 22,965 Open market value based on valuation by Colliers Jordan Lee & Jaafar (JH) Sdn. Bhd. dated 28 February 2001 14,155 25,378 22,967 Estimated net book value as at 31 March 2001 13,252 23,758 21,502 Estimated gain to Budiman on disposal 901 1,617 1,463 6. RATIONALE FOR THE PROPOSALS The Proposed Disposal of Atlasprise Shares, Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land and Proposed Disposal of 119.82-Acre Land will raise gross proceeds of approximately RM46.068 million for the LHHB Group, excluding:- (a) (b) (c) The proceeds to be raised from the sale of the Consideration Shares arising from the Proposed Disposal of 119.82-Acre Land, which the Company is currently unable to determine as the initial public offering price of Newco Shares has yet to be determined; The expenses of the Proposals; and After deducting the purchase consideration for the First Proposed Acquisition of Budiman Shares. The breakdown of the proceeds is as follows:- Proposal Cash Proceeds (RM’000) Proposed Disposal of Atlasprise Shares 465 Proposed Disposal of 73.845-Acre Land 14,153 Proposed Disposal of 132.395-Acre Land 25,375 Proposed Disposal of 119.82-Acre Land 10,000 49,994 Less: First Proposed Acquisition of Budiman Shares (3,926) 46,068 The disposal proceeds will improve the Group’s cash flow for the financial year ending 31 March 2002 and allow the Group to reduce its bank borrowings which amounted to RM308.406 million as at 31 March 2001. The interest saving arising from the repayment of bank borrowings is expected to be approximately RM2.465 million per annum assuming an average borrowing cost of 8.3% per annum (based on the actual interest rate currently charged by OCBC). At the same time, the First and Second Proposed Acquisition of Budiman Shares will enable LHHB to retain a significant stake of 90.1% in Budiman and hence the remainder of the Budiman Land amounting to 529.15 acres. 19
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 and 18: 3.4 Amalan Amalan was incorporated
Page 19 and 20: (b) Bukit Gambir to Discharge LHHB
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: (d) (e) (f) (g) (h) (i) Mr. Lau Bon
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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