ASTRAL SUPREME BERHAD ( ASTRAL OR THE COMPANY )

Transcription

1 ASTRAL SUPREME BERHAD ( ASTRAL OR THE COMPANY ) - PROPOSED PAR VALUE REDUCTION; - PROPOSED CAPITAL RESERVE REDUCTION; - PROPOSED SHARE PREMIUM REDUCTION; - PROPOSED DIVERSIFICATION; - PROPOSED RIGHTS ISSUE WITH WARRANTS; - PROPOSED SIS; AND - PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION (COLLECTIVELY REFERRED TO AS PROPOSALS ) (Unless otherwise defined in this announcement, all terms used herein shall have the same meaning as those defined in the announcements dated 30 July 2014 ( Earlier Announcement ), 12 September 2014 and 30 September 2014) 1. INTRODUCTION On behalf of the Board of Directors of ( Board ), TA Securities Holdings Berhad ( TA Securities ) wishes to announce revisions to the Proposed Rights Issue with Warrants per the Earlier Announcement. 2. DETAILS OF THE REVISIONS 2.1. Undertakings in relation to the Proposed Rights Issue with Warrants The Undertakings have been revised due to the request of the DCWC to the following: (i) DCWC has undertaken that he will not disposed any of his following this announcement up to the completion of the Proposed Rights Issue with Warrants and that he will subscribe in full for his entitlements to the Rights with Warrants-C in respect of his direct shareholdings in ( DCWC Undertaking ); and (ii) Ocean Milestone Sdn Bhd ( OMSB ), being a company which DCWC has 98.0% equity interest has undertaken that it will not disposed any of its following this announcement up to the completion of the Proposed Rights Issue with Warrants and that it will subscribe in full for its entitlements to the Rights with Warrants-C in respect of its direct shareholdings in ( OMSB Undertaking ). In addition, OMSB has undertaken that it will subscribe for 99,200,000 excess Rights with Warrants-C which are not subscribed for by the other shareholders of pursuant to the Minimum Subscription Level ( Additional Undertaking ). (DCWC Undertaking, OMSB Undertaking and Additional Undertaking are collectively referred to as Undertakings ) 1

2 A summary of the Undertakings is as follows: Shareholdings as at date of this announcement Rights Entitlement Excess Rights Rights Rights % % % (2) DCWC 300, ,000 (1) OMSB 100, ,000 (1) ,200,000 (2) Notes: (1) Assuming no other shareholders subscribe for their entitlements and only DCWC and OMSB subscribed to their entitlement of 600,000 and 200,000 Rights respectively, the resultant issued and paid-up number of will be increased to 291,587,250. (2) Assuming after the Rights entitlement and the Additional Undertaking, the total resultant issued and paid-up number of will be increased to 390,787,250. DCWC and OMSB have confirmed that they have sufficient financial resources for the Undertakings. In addition, TA Securities has verified to the extent possible that DCWC has the financial resources to fulfil their respective commitments pursuant to the Undertakings. The Company confirms that the Undertakings will not give rise to any consequences of mandatory general offer obligation pursuant to the Code after the Proposed Rights Issue with Warrants Information on OMSB OMSB was incorporated in Malaysia as a private limited company under the Act on 16 January As at the date of this announcement, the issued and paid-up share capital of OMSB is RM100 comprising 100 fully paid-up ordinary shares of RM1.00 each. It is currently a dormant company. The directors of OMSB are DCWC and Sereen Eng Si Min, who holds 98.0% and 2.0% equity interest in OMSB respectively Utilisation of proceeds In light of new developments in the Group, the Group has undertaken the following revisions to reflect the present position of the Group in relation to the construction and property development segments. The details of the revisions are as set out in the ensuing paragraphs. 2

3 2.2.1 Revisions for the utilisation in relation to the construction activities We refer to Note (1) of Section of the Earlier Announcement. In this regards, the Kota Kinabalu Project, Jerlun Project and Cheras Project (collectively known as Old Projects ) as disclosed under the Maximum Scenario, are now being replaced by the Rembau PPR Project, Papar PPR Project and Kedah PPR Project (the definition of these projects are set out in the ensuing paragraphs) (collectively known as New Projects ). The revision is necessary since the Old Projects are no longer available to our Group. The details of the New Projects and the related utilisation of proceeds are as follows:- Details Rembau PPR Project (1) (RM 000) Papar PPR Project (2) (RM 000) Kedah PPR Project (3) (RM 000) Total (RM 000) Building materials 6,000 4,000 7,000 17,000 Purchase and rental cost 2,500 1,500 2,500 6,500 of machinery and equipment for the projects such as tower cranes, mobile cranes and hydraulic excavators Salaries and wages 3,500 2,500 3,500 9,500 Total 12,000 8,000 13,000 33,000 Notes: (1) On 1 October 2014, ASC had submitted a proposal to Ciro Coating Development Sdn Bhd ( CCD ), the main contractor for the construction of eight (8) blocks of 8-storey 984 units of medium low cost apartments with average size of 706 sf at Lot 897, Mukim Pedas, Daerah Rembau, Negeri Sembilan ( Rembau PPR Project ) with contract sum of RM123.0 million. CCD has not secured the project to-date. The Rembau PPR Project shall be completed a period of 36 months from the date of execution of contract with JPN. ASC will undertake the main building works (except for piling work and earthwork) which includes structure, architecture and mechanical and electrical works complete with ancillary building, landscaping and infrastructural works. ASC requires RM12.0 million to kick start the Rembau PPR Project. (2) On 16 June 2014, ASC had submitted a proposal to Mega Unggul Sdn Bhd ( MUSB ), the main contractor for the construction of ten (10) blocks of 5- storey 700 units of medium low cost apartments with average size of 706 sf at Kg Takis, Dearah Papar, Sabah ( Papar PPR Project ) with contract sum of RM80.5 million. MUSB has not secured the project to-date. The Papar PPR Project shall be completed a period of 36 months from the date of execution of contract with JPN. ASC will undertake the main building works (except for piling work and earthwork) which includes structure, architecture and mechanical and electrical works complete with ancillary building, landscaping and infrastructural works. ASC requires RM8.0 million to kick start the Papar PPR Project. 3

4 (3) On 3 November 2014, ASC had submitted a proposal to Tulangis Maju Sdn Bhd ( TMSB ), the main contractor for the construction of 1,000 units single storey medium low cost terrace houses with average size of 700 sf at Mukim Ayer Hangar, Daerah Langkawi, Kedah ( Kedah PPR Project ) with estimated contract sum of RM120.0 million. TMSB has not secured the project to-date. The Kedah PPR Project shall be completed a period of 36 months from the date of execution of contract with JPN. ASC will undertake the main building works (except for piling work and earthwork) which includes structure, architecture and mechanical and electrical works complete with ancillary building, landscaping and infrastructural works. ASC requires RM13.0 million to kick start the Kedah PPR Project Revisions for the utilisation in relation to the property development activities We refer to Note (2) of Section of the Earlier Announcement on the following disclosure of the utilisation for the property development segment of the business, which allocation for the funds to be utilised was not earmarked and read as follows:- The proceeds and allocation have not been earmarked for specific projects or parcels of lands to be acquired at this juncture to provide flexibility in determining the ultimate use of the proceeds while providing comfort to shareholders that the proceeds will largely be used for our Group s major business segment (i.e. construction and property development as well as for future land banking activities). Such property development expenditure which include, but not limited to, contributions in respect of the intended developments of lands such as capital outlay and payment of landowners entitlements, mobilization fees, moving and temporary relocation costs, payments to contractors, suppliers and consultants and also contribution to the relevant authorities such as Tenaga Nasional Berhad, Syarikat Bekalan Air Selangor Darul Ehsan, Indah Water, Pejabat Tanah & Galian, Jabatan Kerja Raya as well as applications for permits in respect of the property development activities. In this regards, the above is to be replaced with the following, which the Company has identified for specific utilisation. The entire amount will now be proposed to be utilised for a joint venture project to be undertaken by the Group via its wholly owned subsidiary company, Supreme Development ( ASD ). In this regards, Supreme Development Sdn Bhd ( ASD ) had on 18 December 2014 issued a letter of expression of Interest ( LI ) to S Wira Development Sdn Bhd ( SWD ) to express its intention to commence discussion and negotiation for participation in the proposed development of seventy (70) units of intermediate double storey shoplots and nine (9) units of corner double storey shop lots on a 6.7 acres freehold land at PT 1078, Mukim Setul, Bandar Nilai Utama, Daerah Seremban, Negeri Sembilan ( Nilai Land ) ( Nilai Project ). The master plan of the Nilai Project had been approved by Majilis Perbandaran Nilai on 21 October SWD is currently the registered land owner of the Nilai Land which was acquired at RM18.48 million ( Land Cost ) on 27 May

5 The estimated gross development value ( GDV ) and gross development cost (inclusive of land cost) for the Nilai Project is RM89.58 million and RM52.13 million respectively, based on the current master plan. The actual GDV and total costs will depend on the final architectural design and the progressive development of various components. This amount covers, inter-alia, the construction and development costs, promotion and marketing expenses, professional fees, other statutory charges and contingency cost. The Nilai Project is expected to commence in December 2015 and shall be completed within thirty-six (36) months. Pursuant to the LI, ASD is to finance 100% of the Nilai Project i.e. up to RM32.64 million (excluding the Land Cost) ( Joint Venture ) under the maximum scenario and ASD will be entitled to share 63.85% of the gross profit of the joint venture. [INTENTIONALLY LEFT BLANK] 5

6 3. EFFECTS OF THE REVISIONS The abovementioned revisions will not affect the disclosure of the effects of the proposals as per section 6 in the Earlier Announcement save for the effects on the substantial shareholders shareholdings of as shown below:- Minimum Scenario As at date of this announcement (I) After the Proposed Rights Issue with Warrants (II) After (I) and full exercise of Existing Warrants Direct Indirect Direct Indirect Direct Indirect Shareholder DCWC (1) 99, (1) 99, OMSB , , (III) After (II) and full exercise of Warrants- C (IV) After (III) and full conversion of ICULS (V) After (IV) and full exercise of Options Direct Indirect Direct Indirect Direct Indirect % % Shareholder ( 000) ( 000) DCWC 1, (1) 149, , (1) 149, , (1) 150, OMSB 149, , ,

7 Maximum Scenario As at date of this announcement (I) After full exercise of Existing Warrants and conversion of ICULS (II) After (I) and Proposed Rights Issue with Warrants Direct Indirect Direct Indirect Direct Indirect Shareholder DCWC (1) (1) (1) 0.03 OMSB (III) After (II) and full exercise of Warrants- C (IV) After (III) and full exercise of Options Direct Indirect Direct Indirect Shareholder DCWC 1, (1) , (1) 0.02 OMSB Notes: (1) Deemed interested by virtue of his shareholding in OMSB pursuant to Section 6A of the Act. (2) As the Board has yet to decide on the quantum of the Options to be allotted to Directors, for the purpose of effects on substantial shareholdings, no provision has been made for the allotment of Options to the substantial shareholder who is also Director of the Company. 7

8 4. OTHERS Save for the abovementioned revisions, there are no other revisions to the Proposals in the Earlier Announcement. This announcement is dated 17 February