LEONG HUP HOLDINGS BERHAD - Announcements

More documents

Recommendations

Info

(e) A conditional Sale and Purchase Agreement for the proposed disposal by Budiman to Bukit Gambir of 119.82 acres of freehold land as comprised in the Budiman Land (“119.82-Acre Land”), for a total consideration of RM22,965,180.48 to be satisfied by the Bukit Gambir Loan 2 and by the issuance of new Shares worth RM12,965,180.48 (“Consideration Shares”) by the proposed new holding company of Bukit Gambir (“Newco”) which is in the course of preparing an application to the Securities Commission (“SC”) for listing on the Kuala Lumpur Stock Exchange (“KLSE”) (“Proposed Disposal of 119.82-Acre . The Consideration Shares are to be issued by Newco to Budiman at the initial public offering price. On 11 April 2001, the Board had further announced that LHHB had, on 11 April 2001, entered into a conditional Sale and Purchase Agreement for the proposed acquisition by LHHB from Amalan of an additional 20% equity interest in Budiman comprising 1,300,000 Shares for a total consideration of RM3,926,000 to be satisfied by way of set-off against the amount owing by Amalan to LHM (“Second Proposed Acquisition of Budiman Shares”). The consideration is therefore an amount owing from LHHB to LHM, and will be set off against the amount owing from LHM to LHHB. Together with the First Proposed Acquisition of Budiman Shares, the Second Proposed Acquisition of Budiman Shares will increase LHHB’s equity interest in Budiman to 90.1% comprising 5,856,500 Shares. The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise Shares, Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land, Second Proposed Acquisition of Budiman Shares and Proposed Disposal of 119.82-Acre Land shall hereinafter be collectively referred to as the “Proposals”. The First Proposed Acquisition of Budiman Shares, 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 are related-party transactions because Mr. Yeo Soo Sia @ Yeo Soo Seng is a director and substantial shareholder of Budiman, Bukit Gambir, Jayaplus and Pathalon, as well as a director of Atlasprise. The Second Proposed Acquisition of Budiman Shares is a related-party transaction for the following reasons:- (a) (b) (c) (d) (e) (f) Datuk Lau Chong Wang is the Chairman and Managing Director of LHHB and a substantial shareholder of LHHB through his interest in LHM. He is a director and substantial shareholder of LHM. He is also a substantial shareholder of Amalan, and a director and an indirect substantial shareholder of Budiman through his interest in LHHB; Dato Lau Eng Guang is an Executive Director of LHHB and a substantial shareholder of LHHB. He is a director and substantial shareholder of LHM. He is also a substantial shareholder of Amalan; Datuk Lau Tuang Nguang is an Executive Director of LHHB and a substantial shareholder of LHHB. He is a substantial shareholder of Amalan and a director of Budiman; Mr. Lau Bong Wong is a substantial shareholder of LHHB through his interest in LHM. He is a director and substantial shareholder of LHM. He is also a substantial shareholder of Amalan, and a director and an indirect substantial shareholder of Budiman through his interest in LHHB; Mr. Lau Chia Nguang is a director and substantial shareholder of LHM, and a substantial shareholder of Amalan; Datuk Lau Chir Nguan is a director and substantial shareholder of both LHM and Amalan; 28
(g) (h) (i) Mr. Lau Hai Nguan is a director and substantial shareholder of LHM, and a substantial shareholder of Amalan; Datuk Lau Chong Wang, Dato Lau Eng Guang, Datuk Lau Tuang Nguang, Mr. Lau Bong Wong, Mr. Lau Chia Nguang, Datuk Lau Chir Nguan, Mr. Lau Hai Nguan and Mr. Lau Chun Yuen (who is a director of LHHB) are brothers; and LHM is a substantial shareholder of LHHB and an indirect substantial shareholder of Budiman through its interest in LHHB. Accordingly, pursuant to the requirements of Section 10.08 of the KLSE Listing Requirements and Chapter 20 of the SC’s Policies and Guidelines on Special Requirements for Related-Party Transactions, your Board had appointed Arab-Malaysian Merchant Bank Berhad (“Arab- Malaysian”) as Independent Adviser to the shareholders of LHHB. Arab-Malaysian was not in any way involved in the negotiations on the terms and conditions of the Proposals and accordingly our evaluation of the Proposals will be based on information provided by LHHB and discussions with the management of LHHB. The purpose of this Independent Advice Letter is to provide the shareholders of LHHB with an independent evaluation of the Proposals and Arab-Malaysian’s recommendation in relation to the resolutions pertaining to the Proposals to be tabled at the forthcoming EGM. This Independent Advice Letter is prepared solely for the use of the shareholders of LHHB for the purpose of considering the merits of the Proposals and should not be used or relied upon by any other party. SHAREHOLDERS OF LHHB ARE ADVISED TO READ BOTH THIS INDEPENDENT ADVICE LETTER AND THE LETTER FROM THE BOARD AND TO CONSIDER CAREFULLY THE RECOMMENDATIONS CONTAINED IN BOTH LETTERS BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE PROPOSALS AT THE FORTHCOMING EGM OF THE COMPANY. 2. LIMITATIONS TO THE EVALUATION OF THE PROPOSALS Arab-Malaysian was not involved in any negotiations on the terms and conditions of the Proposals and accordingly our evaluation of the Proposals is based on information provided by LHHB and discussions with the management of LHHB. In performing our evaluation, we have relied on the following sources of information:- (a) (b) (c) (d) Information contained in Part A of this Circular and the Appendices thereto; The Sale and Purchase Agreements dated 19 March 2001 in relation to the First Proposed Acquisition of Budiman Shares, 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; The Sale and Purchase Agreement and the Set Off Document, both dated 11 April 2001, in relation to the Second Proposed Acquisition of Budiman Shares; The valuation reports dated 28 February 2001 prepared by Colliers Jordan Lee & Jaafar (JH) Sdn. Bhd. in respect of the following properties:- (i) (ii) The 73.845-Acre Land, 132.395-Acre Land and 119.82-Acre Land collectively; and The Atlasprise Land; 29
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 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: VI. PROPOSED DISPOSAL BY BUDIMAN OF
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

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?