LEONG HUP HOLDINGS BERHAD - Announcements

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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. 3.1.3 Basis of Determining the Purchase Consideration The purchase consideration for the First Proposed Acquisition of Budiman Shares of RM3,926,000 was arrived at on a willing-buyer willing-seller basis after taking into consideration the estimated NTA of Budiman as at 31 March 2001 of RM9.218 million after adjusting for the revaluation surplus of RM10.443 million arising from the revaluation of the Budiman Land, as well as the various land disposals. The adjusted estimated NTA is RM19.661 million. 20% of the adjusted estimated NTA therefore amounts to RM3.932 million. The adjusted estimated NTA of Budiman as at 31 March 2001 takes into account a valuation of the 73.845-Acre Land, 132.395-Acre Land and 119.82-Acre Land collectively 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. The purchase consideration represents a discount of RM0.006 million or 0.16% to the relevant proportion of the adjusted estimated NTA of Budiman as at 31 March 2001. The Vendors’ total cost of investment in the 1,300,000 Budiman Shares proposed to be acquired by LHHB pursuant to the First Proposed Acquisition of Budiman Shares, since the date of incorporation of Budiman, is RM1,300,000. 3.2 Proposed Disposal of Atlasprise Shares 3.2.1 Information on Atlasprise Atlasprise was incorporated in Malaysia under the Companies Act, 1965 on 24 January 1997 as a private limited company. The current principal activity of Atlasprise is oil palm plantation, whilst its proposed future principal activity is property development. The principal assets of Atlasprise are as follows:- (a) Two (2) pieces of freehold land held under Grant No. 10427, Lot No. 1158 and Certificate of Title 6386, Lot No. 1730 in Mukim of Pengerang, District of Kota Tinggi, State of Johor measuring in total approximately 117.625 acres (“Industrial Land”). Atlasprise had obtained the approval in principle of the Johor State Authority on 12 November 1998 for an industrial development on the Industrial Land; and 32
(b) Two (2) pieces of freehold land held under E.M.R. 494, Lot No. 375 and Certificate of Title 6387, Lot No. 1732 in Mukim of Pengerang, District of Kota Tinggi, State of Johor measuring in total approximately 112.125 acres (“Agricultural Land”). Atlasprise had obtained the approval in principle of the Johor State Authority on 19 August 1999 for a leisure farm development on the Agricultural Land. The proposed development on the Industrial Land comprises a total of 62 detached and semi-detached industrial lots, whilst the proposed development on the Agricultural Land comprises 90 homestead lots. The respective proposed developments have yet to commence as the time of their commencement would depend on the conditions in the property market. The Industrial Land and the Agricultural Land shall hereinafter be collectively referred to as the “Atlasprise Land”, and the respective approvals in principle of the Johor State Authority mentioned above shall hereinafter be collectively referred to as the “Atlasprise Approvals in Principle”. A valuation of the Atlasprise Land 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, 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. As the unaudited net book value of the Atlasprise Land as at 30 November 2000 (being the reference date used for arriving at the consideration for the Proposed Disposal of Atlasprise Shares) was RM20.660 million, the loss on revaluation amounted to RM3.660 million. The loss on revaluation will not be incorporated into the accounts of Atlasprise, as the sole purpose of the revaluation was to establish a market value for the Atlasprise Land and hence the adjusted NTA value of Atlasprise. The audited net book value of the Atlasprise Land as at 31 March 2000 was RM19.659 million. The Atlasprise Land is currently charged to Arab-Malaysian Finance Berhad for securing the credit facilities granted to Atlasprise towards completion of the purchase of the Atlasprise Land. Atlasprise does not have any subsidiary or associate company. The present authorised share capital of Atlasprise is RM5,000,000 comprising 5,000,000 Shares, of which 1,500,000 Shares have been issued and are fully paidup. 33
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 and 36: VI. PROPOSED DISPOSAL BY BUDIMAN OF
Page 37 and 38: (g) (h) (i) Mr. Lau Hai Nguan is a
Page 39: The shareholders and directors of B
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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