ANCOM LOGISTICS BERHAD ( ALB OR THE COMPANY )

Transcription

1 ANCOM LOGISTICS BERHAD ( ALB OR THE COMPANY ) PROPOSED DISPOSAL OF 7,911,192 ORDINARY SHARES OF SINSENMOH TRANSPORTATION PTE LTD ( SSM ) ( SSM SHARE(S) ), REPRESENTING 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF SSM, BY SYNERGY TRANS-LINK SDN BHD ( STL ), A WHOLLY-OWNED SUBSIDIARY OF ALB, TO CWT LIMITED ( CWT ) FOR A TOTAL DISPOSAL CONSIDERATION AS SET OUT IN THE CONDITIONAL SHARE SALE AGREEMENT, TO BE FULLY SATISFIED BY CASH ( PROPOSED DISPOSAL OR PROPOSAL ) 1. INTRODUCTION On behalf of the Board of Directors of ALB ( Board ), MIDF Amanah Investment Bank Berhad ( MIDF Investment ) wishes to announce that STL, a wholly-owned subsidiary of the Company had on 23 August 2013 entered into a conditional share sale agreement ( SSA ) with CWT in relation to the proposed disposal of 7,911,192 SSM Shares, representing 100% of the issued and paid-up share capital of SSM, by STL, to CWT for a total disposal consideration as set out in the SSA, to be fully satisfied by cash. Unless stated otherwise, the exchange rate of Singapore Dollars One (SGD1): Ringgit Malaysia Two and Five Thirty Four cents (RM2.534) is used throughout this announcement for illustration purposes. Further details on the Proposed Disposal are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Details of the Proposed Disposal The Proposed Disposal entails the proposed disposal of 7,911,192 SSM Shares, representing 100% of the issued and paid-up share capital of SSM by STL ( Sale Shares ), a wholly-owned subsidiary of ALB, to CWT for a total disposal consideration to be fully satisfied by cash, subject to the terms and conditions of the SSA ( Disposal Consideration ). 2.2 Disposal Consideration As stipulated in the SSA, the disposal consideration for the Proposed Disposal shall be as follows, which shall be paid by CWT to STL on the completion of the sale and purchase of the Sale Shares in accordance to the SSA: Disposal Consideration = Initial Purchase Price + Cash Debt + (Final Working Capital Amount less Minimum Working Capital Amount) Where: Initial Purchase Price The total price for the Sale Shares amounting to SGD19,000,

2 Cash Debt (In respect of SSM) the aggregate of all cash, petty cash, cash equivalents, investments, fixed deposits and interest income receivable on fixed deposits held by SSM on 31 May 2013 per the audited financial statements for SSM for the financial year ended 31 May 2013 ( Last Audited Accounts ). The aggregate amount of: (a) the principal and accrued interest on 31 May 2013 per the Last Audited Accounts on any borrowing or indebtedness in the nature of borrowing incurred by SSM including, without limitation, bank debt, loans, overdrafts, letters of credit, any loan notes, debentures or bonds, any other lending or credit facilities provided by third parties to SSM; and (b) the capitalised element of any lease or hire purchase contract which would be treated as a finance or capital lease per the Last Audited Accounts, less any component amount which is payable in 12 months of any lease or hire purchase contract. and for the avoidance of doubt, excludes any contingent liability of SSM Final Working Capital Amount Minimum Working Capital Amount Working capital which is to be calculated on the basis set out in Schedule 6 of the SSA as of 31 May 2013 as per the Last Audited Accounts Refers to SGD500,000 For illustration purposes, based on the unaudited financial statements for the financial year ended ( FYE ) 31 May 2013, the indicative Disposal Consideration ( Indicative Disposal Consideration ) is calculated as follows: Description SGD ( 000) RM ( 000) Initial Purchase Price 19,000 48,146 Cash Less: Debt (1,523) (3,859) 17,710 44,877 Final Working Capital Amount 1,111 2,815 Less: Minimum Working Capital Amount (500) (1,267) Indicative Disposal Consideration 18,321 46,425 2

3 2.3 Basis and justification for the Disposal Consideration The Disposal Consideration was arrived at on a willing buyer willing seller basis after taking into consideration, inter alia, the following: (a) (b) (c) audited profit after tax ( PAT ) of SSM of approximately SGD0.9 million for the FYE 31 May 2012 and unaudited PAT of SSM of approximately SGD0.6 million for the FYE 31 May 2013; audited net assets ( NA ) of SSM as at 31 May 2012 of approximately SGD10.6 million and unaudited NA of SSM as at 31 May 2013 of approximately SGD10.5 million; and the original cost of investment in SSM of RM19.1 million. The Indicative Disposal Consideration represents the following: (i) (ii) (iii) (iv) A price-to-earnings multiple ( PE Multiple ) of approximately 20.4 times, based on the audited PAT of SSM of approximately SGD0.9 million for the FYE 31 May 2012; A PE Multiple of approximately 30.5 times based on the unaudited PAT of SSM of approximately SGD0.6 million for the FYE 31 May 2013; A price-to-book multiple ( PB Multiple ) of approximately 1.7 times, based on the audited NA of SSM of approximately SGD10.6 million as at 31 May 2012; and A PB Multiple of approximately 1.7 times, based on the unaudited NA of SSM of approximately SGD10.5 million as at 31 May The Board is of the view that the Disposal Consideration is fair and reasonable after taking into consideration the PE Multiple, PB Multiple and original cost of investment set out above and the rationale as set out in Section 4 of this announcement. [The rest of this page is intentionally left blank] 3

4 2.4 Salient terms and conditions of the SSA The salient terms of the SSA are as follows: Sale and purchase of the SSM Shares The SSM Shares shall be free from all encumbrances and together with all rights, benefits and entitlements attaching thereto as at the closing date ( Closing Date ). Closing Date is defined to mean three (3) business days following the satisfaction of all the conditions in section below (or such other dates as may be mutually agreed by the parties in writing) Consideration for the SSM Shares The consideration for the sale of SSM Shares shall be the Disposal Consideration, which shall be paid by CWT to STL on the Closing Date Conditions precedent The SSA is conditional upon the following conditions being fulfilled on or before the date falling one hundred (100) days from the date of the SSA (or such other date as may be agreed by the parties in writing) ( Long-Stop Date ) unless otherwise waived in writing in accordance with the terms thereof: (a) (b) (c) (d) (e) (f) (g) (h) (i) the approval of the shareholders of STL in general meeting being obtained for the sale of the SSM Shares by STL pursuant to the terms of the SSA; the approval of the shareholders of ALB (as the holding company of STL) in general meeting being obtained for the sale of the SSM Shares by STL pursuant to the terms of the SSA; the consent of DBS Bank Ltd (if required) to the sale by STL and the purchase by CWT of the SSM Shares as contemplated under the SSA; the release and cancellation of STL and its affiliates from third party guarantees given for financing or other facilities of SSM including but not limited to Ancom Berhad s guarantee of SSM s overdraft facility upon terms acceptable to STL and CWT; delivery of the Last Audited Accounts to CWT; the results of the due diligence being satisfactory to CWT in its sole and absolute discretion; there is no material adverse change in the prospects, operations, business, financial or other conditions of SSM; STL s warranties in the SSA are true and correct in all material respects as at the Closing Date and STL having complied with and performed all its obligations under the SSA to be complied with by it prior to or on the Closing Date; the disclosure letter being in form and substance acceptable to CWT; and 4

5 (j) the results of the environmental baseline study (as defined under the SSA) being satisfactory to CWT in its sole and absolute discretion. To the extent permitted by applicable laws, STL shall permit or procure permission for CWT s solicitors and/or representatives to carry out due diligence on the books, records, contracts, agreements, licenses, business, affairs and operations of SSM following the signing of the SSA. The due diligence, save for the environmental baseline study, shall be deemed satisfactory to CWT unless STL receives written notification from CWT to the contrary by 31 October The result of the environmental baseline study will be deemed satisfactory to CWT unless STL receives written notification from CWT to the contrary by 23 November STL shall provide CWT with the Last Management Accounts and other such Monthly Management Accounts (as defined in the SSA) of SSM as soon as these become practicably available. The Monthly Management Accounts shall be for the period commencing 1 June 2013 up to the month end immediately preceding the Closing Date and shall be made available to CWT as soon as these are practicably available but in any case no later than ten (10) business days from the last day of the relevant month in respect of which the Monthly Management Account relates to. The condition precedent set out in section 2.4.3(g) is deemed fulfilled unless STL receives written notification to the contrary from CWT within ten (10) business days of CWT receiving the Last Monthly Management Accounts Closing Subject to satisfaction or waiver of conditions precedent in section above, the closing shall take place on the Closing Date at 3.00pm at address of SSM or at such other place and time as may be agreed between the parties Termination The SSA may be terminated at any time prior to closing of the SSA by: (a) (b) (c) mutual consent of the parties; STL or CWT, if any law, statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order having been enacted, entered, promulgated, enforced or issued by any governmental authority, and other legal restraint or prohibition being in effect preventing the sale or purchase of the SSM Shares; STL or CWT, if the other party is in breach in any material respect of any of its representations, warranties, covenants or agreements contained in the SSA subject to the terms thereof; 5

6 (d) (e) STL or CWT, if the conditions precedent in section above are not fulfilled by the other party, or, if capable of waiver, waived in accordance with the terms of SSA, by the Long-Stop Date, provided that the party seeking termination is not in breach in any material respect of any of its representations, warranties, covenants or agreements contained in the SSA; STL, where CWT, after completion of the due diligence, makes any request that the Initial Purchase Price be reduced and STL is not agreeable to the same. Any such request shall be made before 31 October 2013, CWT shall not make any requests after 31 October Non-competition obligations STL agrees and undertakes to CWT that it, for a maximum period of five (5) years from the Closing Date and subject to the terms thereof, shall not, whether on its own account or for that of any person, firm or company and whether through a subsidiary or as principal, partner, director, consultant or agent, save for the excluded entities (as set out in Schedule 4 of the SSA), directly or indirectly, without the prior written consent of CWT and SSM, within Singapore: (a) (b) carry on any business involving the storage, transportation and/or handling of chemicals and any other services which compete with any business carried on by SSM ( Business ); or solicit or entice away, or attempts to solicit or entice away from SSM: (i) (ii) the custom of any person who is or has been at any time a customer of SSM or has been in the habit of dealing with SSM for the purpose of offering to such customer goods or services similar to or competing with those of the Business or persuade or attempt to persuade any supplier of SSM to cease to do business or to reduce the amount of business which such supplier has customarily done or contemplates doing with SSM; or any employee of SSM, whether or not such person would commit a breach of his contract of employment by reason of leaving such employment. The above restrictions shall terminate upon the expiry of the relevant period referred to in the SSA or when SSM no longer carries on the Business, whichever is the earlier to occur. 2.5 Original cost and date of investment The original total cost of investment by STL for the Sale Shares was approximately RM19.1 million, which was made on 2 April

7 2.6 Expected gain/ (loss) to ALB and its subsidiaries ( ALB Group or the Group ) The Proposed Disposal is expected to result in a one-off net gain of approximately RM18.1 million (calculated based on the latest audited financial statements for the FYE 31 May 2012 and after deducting the estimated expenses for the Proposed Disposal amounting to approximately RM2.0 million) to ALB Group. Such net gain is expected to be recognised during the financial year ending 31 May Liabilities to be assumed by CWT There are no liabilities, including contingent liabilities and guarantees to be assumed by CWT in respect of the Proposed Disposal other than those disclosed in the SSM s audited financial statements for the FYE 31 May Information on the purchaser, CWT CWT was incorporated under the laws of Singapore on 25 June It is a company listed on the Singapore Exchange. CWT and its subsidiaries ( CWT Group ) design, engineer and manage supply chain solutions. CWT Group s principal activities include providing logistics solutions for the commodities, defence, food and beverage, freight forwarding, marine and petrochemicals and chemicals industries, commodity supply chain management, engineering services for facilities, vehicles and equipment fleet as well as brokerage, risk management and trade facilitation services for physical commodities and commodity derivatives. CWT Group is also engaged in the trust, asset and property management of Cache Logistics Trust, a logistics property real estate investment trust. CWT has an issued and paid-up share capital of SGD174,338, RATIONALE FOR THE PROPOSED DISPOSAL The Board of Directors of ALB believes that the Proposed Disposal is timely and provides an opportunity for ALB to unlock the value of its investment in SSM at an attractive valuation. The Indicative Disposal Consideration of approximately SGD18.3 million represents favourable multiples as follows: (i) (ii) A PE Multiple of approximately 20.4 and 30.5 times based on the audited consolidated PAT of SSM of approximately SGD0.9 million for the FYE 31 May 2012 and unaudited consolidated PAT of SSM of approximately SGD0.6 million for the FYE 31 May 2013 respectively; and A PB Multiple of approximately 1.7 times based on the audited consolidated NA of SSM of approximately SGD10.6 million as at 31 May 2012 and unaudited consolidated NA of SSM of approximately SGD10.5 million as at 31 May ALB Group will also realize a one-off estimated net gain on disposal of about RM18.1 million (after deducting the estimated expenses for the Proposed Disposal amounting to approximately RM2.0 million) based on ALB Group s audited consolidated financial statements for the FYE 31 May Following the receipt of proceeds from the Proposed Disposal, a substantial portion of the proceeds will be returned to the entitled shareholders of ALB as a reward to the shareholders. 7

8 4. UTILISATION OF PROCEEDS The estimated proceeds raised from the Proposed Disposal of approximately RM46.4 million based on the Indicative Disposals Consideration are expected to be utilised in the following manner: Description RM 000 Note Timeframe for the utilisation of proceeds upon the receipt of the said proceeds Distribution to shareholders of ALB 35,000 (a) Within 5 months Working capital 9,425 (b) Within 2 months Estimated expenses for the Proposed Disposal Total 46,425 2,000 (c) Within 2 months (a) It is the intention of the Board to distribute the proceeds from the Proposed Disposal to the shareholders of ALB via special cash dividends (depending on the amount of retained profits of ALB available upon completion of the Proposed Disposal) and any other means, such as capital repayment, the method of which will be determined at a later stage by the Board of ALB. Relevant approvals will be sought and announcement will be made by ALB in accordance with Bursa Malaysia Securities Berhad s ACE Market Listing Requirements once the method of distribution is finalised and the approval from the Board is obtained. If the actual amount distributed is lower or higher than the amount estimated, the excess or deficit will be allocated to or from, as the case may be, the proceeds allocation for the working capital requirements of ALB. (b) (c) Comprising day-to-day operations related expenses, which include amongst others, general operating expenses, repayment of trade creditors and payment of staff salaries of the ALB Group Comprising mainly professional fees, printing and extraordinary general meeting ( EGM ) expenses. Any shortfall or excess in funds allocated for estimated expenses relating to the Proposed Disposal will be funded from or used for working capital. Any shortfall or excess funds raised arising from the final Disposal Consideration as compared to the Indicative Disposal Consideration will be adjusted via working capital. The proceeds from the Proposed Disposal will be placed in deposits with financial institutions and/or short-term money market instrument(s) in the event that the proceeds are not immediately utilised. [The rest of this page is intentionally left blank] 8

9 5. RISK FACTORS IN RELATION TO THE PROPOSED DISPOSAL Shareholders should consider the following risk factors arising from the Proposed Disposal, which may not be exhaustive: 5.1 Failure or delay in the completion of the Proposed Disposal The completion of the Proposed Disposal is conditional upon the terms and conditions as set out in Section above being satisfied and/or waived as the case may be in accordance with the provisions of the SSA and completion procedures and/or documents to be made available. Amongst others, the Proposed Disposal is subject to approval from the shareholders of ALB. There is no assurance that the Proposed Disposal can be completed within the time period permitted under the SSA. Additionally, should a delay or non-completion occur, ALB may lose the opportunity to dispose the Sale Shares. Consequently, the Company will not be able to utilise the proceeds from the Proposed Disposal in the manner as set out in Section 4 of this announcement. Nevertheless, the Group shall take all reasonable steps to ensure the satisfaction and/or waiver (as the case may be) of the terms and conditions as set out in Section above which are within the control of the Group to ensure completion of the Proposed Disposal. 5.2 Financial or legal risks ALB Group may be subjected to certain financial or legal risks as a result of representations, warranties or covenants given or to be given by STL pursuant to the SSA or any documents executed therewith. ALB Group may also be subjected to contractual risks as a result of non-fulfillment of its obligations under the SSA. 6. EFFECTS OF THE PROPOSED DISPOSAL 6.1 Share capital and substantial shareholder s shareholdings The Proposed Disposal will have no effect on the issued and paid-up share capital and substantial shareholders shareholdings of ALB as the Disposal Consideration will be fully satisfied in cash. [The rest of this page is intentionally left blank] 9

10 6.2 NA per share and gearing Based on the latest audited consolidated statement of financial position of ALB as at 31 May 2012, the proforma effects of the Proposed Disposal on the audited NA per share and gearing of the ALB Group are as follows: Audited as at 31 May 2012 RM 000 After the Proposed Disposal RM 000 Share capital 47,329 47,329 Share premium 6,414 6,414 (Accumulated losses)/retained earnings (6,518) 18,071 (a) Merger reserve 8,526 4,944 Other reserves 2,720 - Equity attributable to equity holders of the Company 58,471 76,758 Non-controlling interest 12,777 12,777 Total equity 71,248 89,535 No. of shares ( 000) 473, ,286 NA per share attributable to equity holders of the Company (RM) (b) Total borrowings of the Group 11,118 7,247 Gearing (times) (c) Notes: (a) (b) (c) After taking into consideration the estimated gain on disposal of RM20.1 million and the estimated expenses of RM2 million to be incurred pursuant to the Proposed Disposal. Computed based on NA (excluding the non-controlling interest) divided by the number of ordinary shares in issue. Computed based on total borrowings divided by equity attributable to equity holders of the Company. 6.3 Earnings per share Based on the audited consolidated net assets of ALB as at 31 May 2012, the Proposed Disposal is expected to result in a one-off estimated net gain on disposal at ALB Group level of approximately RM18.1 million (after deducting the estimated expenses for the Proposed Disposal amounting to approximately RM2.0 million). This will translate into an increase in earnings per share by approximately 3.8 sen based on issued and paid-up share capital of 473,286,313 ordinary shares of RM0.10 each as at 31 May

11 7. APPROVALS REQUIRED The Proposed Disposal is conditional upon the following approvals: (i) (ii) the shareholders of ALB for the Proposed Disposal at an extraordinary general meeting to be convened; and any other relevant authorities/parties, if required. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSON(S) CONNECTED None of the Directors, major shareholders and/or persons connected to them have any interest, direct or indirect in the Proposed Disposal. 9. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company and its shareholders. 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed Disposal is expected to be completed by 31 December HIGHEST PERCENTAGE RATIO Pursuant to Rule 10.02(g) of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Proposed Disposal is 65.2%, based on the latest audited financial statements of ALB for the financial year ended 31 May ADVISER MIDF Investment has been appointed by the Company to act as the Principal Adviser for the Proposed Disposal. 13. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the Company s registered office at Unit C508, Block C, Kelana Square, Jalan SS7/26, Kelana Jaya, Petaling Jaya, Selangor Darul Ehsan during normal business hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 23 August

12 1. INFORMATION ON SSM APPENDIX I 1.1 Background information on SSM SSM was incorporated in Singapore under the Singapore Companies Act (Cap 50 of the 1994 Revised Edition of the Singapore Statutes) as private limited liability company on 2 April SSM is a wholly-owned subsidiary of STL, which in turn, is a wholly-owned subsidiary of ALB. The principal activities of SSM are freight forwarding, packing and crafting services. SSM operates from two (2) warehouses, situated at Tanjung Penjuru, Singapore. One of its warehouses is rented and is located at 46A Tanjung Penjuru, Singapore with a built up area of 45,634 sq. ft., which has a remaining tenure of 17 months ending 30 September The owned warehouse has a built up area of 86,737 sq. ft. and is located at No.32, Tanjung Penjuru, Singapore , which has a remaining lease of 35 years ending 30 June SSM operates under two (2) main departments, namely transportation department and warehousing department. As at 31 July 2013, it owns a fleet of 30 vehicles comprising prime movers, road tankers and lorries. Its major customers include several multinational petrochemicals companies in Singapore and Malaysia. As at the date of this announcement, the issued and paid-up share capital of SSM is SGD7,911,192. As at the date of this announcement, SSM does not have any subsidiary and associate companies. 1.2 Directors of SSM The directors of SSM and their respective shareholdings in SSM as at the date of this announcement are set out below: Directors Lim Hock Heng Datuk Dr Ir Mohamed Al Amin Abdul Majid, JP Sabli Bin Sibil Designation/ Nationality Managing Director, Singaporean Director, Malaysian Director, Malaysian Direct Indirect No of SSM No of SSM Shares % Shares % - - 7,911,192 (1) Note: (1) Deemed interested by virtue of his direct interest in Ancom Logistics Berhad pursuant to Section 6A of the Companies Act

13 APPENDIX I 1.3 Substantial shareholders of SSM The substantial shareholders of SSM and their respective shareholdings in SSM as at the date of this announcement are set out below: Direct Indirect Shareholders Country of incorporation/ Nationality No of SSM Shares % No of SSM Shares % STL Malaysia 7,911, Ancom Logistics Berhad Malaysia - - 7,911,192 (1) 100 Rhodemark Development Sdn Bhd Malaysia - - 7,911,192 (2) 100 Lim Hock Heng Singaporean 7,911,192 (2) 100 Synergy Tanker Sdn Bhd Malaysia - - 7,911,192 (2) 100 Ancom Berhad Malaysia - - 7,911,192 (3) 100 Notes: (1) (2) (3) Deemed interested by virtue of its direct interest in STL pursuant to Section 6A of the Companies Act Deemed interested by virtue of their direct interest in ALB pursuant to Section 6A of the Companies Act Deemed interested by virtue of its direct interest in Rhodemark Development Sdn Bhd, Ancom Overseas Ventures Sdn Bhd and Synergy Tanker Sdn Bhd pursuant to Section 6A of the Companies Act Financial information of SSM The summary of the financial information of SSM based on the audited financial statements of SSM for the past three (3) FYE 31 May 2012 and unaudited financial statements for the FYE 31 May 2013 is as follows: FYE 31 May 2010 SGD Audited 2011 SGD 2012 SGD Unaudited 2013 SGD Revenue 11,939,716 11,813,439 11,047,449 11,128,767 Profit before tax 1,873,117 1,337, , ,634 PAT 1,554,687 1,093, , ,981 Paid-up share capital 7,911,192 7,911,192 7,911,192 7,911,192 NA 8,887,903 10,524,410 10,572,758 10,500,739 The revenue reported for FYE 31 May 2011 decreased marginally by 1.0% as compared to FYE 31 May 2010 mainly due to lower income from the warehousing business. However, profit before tax ( PBT ) decreased by 28.6% for the FYE 31 May 2011 as compared to FYE 31 May 2010 mainly due to higher costs of fleet maintenance incurred during the FYE 31 May 2011 as SSM incurred higher maintenance costs. 13

14 APPENDIX I For the FYE 31 May 2012, SSM posted 6.5% lower revenue as compared to the FYE 31 May This was mainly due to unfavorable operating environment during the FYE 31 May 2012 as certain key customers of SSM scaled down their operations in Singapore. Consequently, SSM posted a lower PBT for FYE 31 May Revenue improved marginally for FYE 31 May 2013 following the recovery in the operating environment. Despite improvement in revenue, SSM posted 16.2% lower PBT for the FYE 31 May 2013 as compared to FYE 31 May 2012 due to higher maintenance costs for the fleet. [The rest of this page is intentionally left blank] 14