PART 2: LOAN FROM DIRECTOR AND CONTROLLING SHAREHOLDER

Transcription

1 PLATO CAPITAL LIMITED PART 1: JOINT INVESTMENT IN MONTECO HOLDINGS LIMITED PART 2: LOAN FROM DIRECTOR AND CONTROLLING SHAREHOLDER Further to the announcements on 16 February 2013 and 26 March 2013, the Board of Directors ( Board ) of Plato Capital Limited (the Company and together with its subsidiaries, the Group ) wishes to announce the following: PART 1: JOINT INVESTMENT IN MONTECO HOLDINGS LIMITED SECTION I. INCREASED SHAREHOLDINGS IN THE JOINT INVESTMENT VEHICLE, MONTECO HOLDINGS LIMITED ( SHAREHOLDING INCREASE ) 1. The joint investment company, Monteco Holdings Limited ( Monteco ), has on 14 March 2013 amended its authorized capital such that Monteco is authorized to issue an unlimited number of shares of a single class each with a par value of US$1. 2. On 12 September 2013, the Company together with Mr Lim Kian Onn ( Mr LKO ), a director and controlling shareholder of the Company, jointly increased their shareholdings in Monteco as follows:- (a) (b) (c) Prior to the Shareholding Increase, the Company and Mr LKO respectively holds one (1) ordinary share of US$1 each in Monteco, representing a fully paid share capital of US$2. Pursuant to the Shareholding Increase, a total of 2,730,826 new ordinary shares of US$1 each ( Shares ) were issued to the Company and Mr LKO in equal proportion of 1,365,413 Shares each. The consideration for the increase in share capital was satisfied by way of capitalization of advances made by the Company and Mr LKO in equal proportion to Monteco. The advances made by the Company which aggregated to US$1,365,413 had been funded by internally generated funds. After the above Shareholding Increase, the fully paid share capital of Monteco stands at US$2,730, The Shareholding Increase is not expected to have any material impact on the Group's earnings per share and/or net tangible assets per share for the financial year ending 31 December SECTION II. ACQUISITION OF NEW PROPERTY BY MONTECO ( NEW PROPERTY ACQUISITION ) 1. On 12 September 2013, Monteco entered into a contract for sale to acquire an additional property in Dublin ( New Property ) ( New Property Acquisition ) at a total consideration of EUR450,778 (equivalent to approximately S$757, based on the exchange rate of S$ to EUR1.00 as at 09 September 2013) ( Purchase Price ) from Vindelta Limited ( Vindelta ). The Purchase Price was negotiated at arms length

2 based on Vindelta s acquisition price for the New Property plus additional development cost incurred on the New Property since then. Monteco will pay the Purchase Price by issuing 593,855 new ordinary shares of US$1 each in Monteco to Vindelta (namely EUR450,778 equivalent to USD593,855 based on the exchange rate of US$ to EUR1.00 as at 09 September 2013). The New Property Acquisition is in line with the Group s ordinary course of business in providing hospitality services. 2. The New Property is situated at No Ormond Quay Upper, Dublin, Ireland and adjoins the Hotel Property (as defined in the announcement of 16 February 2013). It currently comprises a four storey over part basement building of approximately square meters. Monteco intends to redevelop the New Property together with the Hotel Property into a hotel at an estimated re-development cost of EUR14.64 million. The said estimated re-development cost will be funded by Monteco using shareholders contributions from the Company and Vindelta in proportion to their respective shareholding after the restructuring pursuant to Section III and Section IV below, and external funds. The Company intends to fund its share of the re-development cost which is estimated to be EUR8.78 million from internally generated funds. 3. Vindelta is a British Virgin Islands incorporated company wholly owned by Mr LKO and his wife. Please refer to Section VI below for further elaboration of this New Property Acquisition being an interested person transaction. 4. The terms of the New Property Acquisition has been reviewed and approved by the Audit Committee (save for Mr LKO who has abstained) and the Board (save for Mr LKO who has abstained) of the Company. The Audit Committee of the Company (save for Mr LKO who has abstained) is of the view that the New Property Acquisition is on normal commercial terms having regard to the current market value of the New Property and is not prejudicial to the interests of the Company and its minority shareholders. 5. The New Property Acquisition is not expected to have any material impact on the Group's earnings per share and/or net tangible assets per share for the financial year ending 31 December SECTION III. CONSOLIDATION OF SHARES IN MONTECO BY MR LKO AND VINDELTA 1. After the Shareholding Increase and New Property Acquisition, the shareholders of Monteco and their shareholdings will be as follows:- No. of shares Shareholding Percentage Company 1,365, % Mr LKO 1,365, % Vindelta 593, % 3,324, %

3 2. Pursuant to a consolidation exercise to be undertaken by Mr LKO and Vindelta, Mr LKO shall transfer all his 1,365,414 shares in Monteco to Vindelta. Post this consolidation exercise, the shareholders of Monteco and their shareholdings will be as follows:- No. of shares Shareholding Percentage Company 1,365, % Vindelta 1,959, % 3,324, % SECTION IV. ACQUISITION OF SHARES IN MONTECO FROM VINDELTA ( SHARES ACQUISITION ) 1. By a share sale agreement entered into by the Company and Vindelta on 12 September 2013 ( Share Sale Agreement ), the Company shall increase its shareholdings in Monteco to 60% from 41.07% by acquiring 629,396 shares in Monteco ( Subject Shares ) from Vindelta for a total purchase consideration of EUR477,756 (equivalent to US$629,396 at the exchange rate of US$ to EUR1.00 as at 09 September 2013), derived from the par value of US$1 each for each share acquired ( Shares Consideration ). Completion of this Share Sale Agreement shall be within one (1) month from the date of the Share Sale Agreement within which the Subject Shares shall be transferred to the Company and the Company shall pay the Shares Consideration in cash to Vindelta failing which late payment interest at the rate of 2.60% p.a. computed on the Shares Consideration shall be payable by the Company to Vindelta and in any event, the Shares Consideration shall be paid to Vindelta no later than 28 February The payment of the Shares Consideration and late payment interest, if any, shall be from the Company s internally generated funds. 2. The terms of the Shares Acquisition have been reviewed and approved by the Audit Committee (save for Mr LKO who has abstained) and the Board (save for Mr LKO who has abstained) of the Company. The Audit Committee of the Company (save for Mr LKO who has abstained) is of the view that the Shares Acquisition is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders. 3. Please refer to Section VI below for further elaboration of this Shares Acquisition being an interested person transaction. PART 2: SECTION V. LOAN FROM DIRECTOR AND CONTROLLING SHAREHOLDER LOAN FROM MR LKO 1. In order to bridge the Company for its portion of funding requirement in September 2013 in the joint venture company, TP Real Estate Holdings Pte. Ltd., the Company has vide its 100% subsidiary Plato Management Sdn Bhd ( Borrower ) on 12 September

4 2013, obtained a MYR5 million loan from Mr LKO ( Loan ). Please refer to Section VI below for further elaboration of this being an interested person transaction. 2. The Loan is to be repaid no later than 28 February 2015 and until full repayment, loan interest calculated at 5.60% p.a. shall be payable on the outstanding amount. 3. The terms of the Loan have been reviewed and approved by the Audit Committee (save for Mr LKO who has abstained) and the Board (save for Mr LKO who has abstained) of the Company. The Audit Committee of the Company (save for Mr LKO who has abstained) is of the view that the Loan is on normal commercial terms and is not prejudicial to the interests of the Company and its minority shareholders. SECTION VI. INTERESTED PERSON TRANSACTIONS 1. Mr LKO, being a director and controlling shareholder of the Company, and Vindelta being 100% controlled by Mr LKO and his wife, fall within the definition of "Interested Person" of the Company under Chapter 9 of Section B: Rules of Catalist of the Listing Manual of the Singapore Exchange Securities Trading Limited (the Catalist Rules ). As such, the New Property Acquisition, the Shares Acquisition and the Loan (collectively, the Current IPT Transactions ) also fall within the definition of "Transactions" under Chapter 9 of the Catalist Rules. 2. For the New Property Acquisition, the amount at risk to the Company is S$378,790 being 50% of the purchase consideration by way of 593,855 ordinary shares of US$1 each totalling US$593,855 (equivalent to S$757,580 at the exchange rate of S$ to US$1.00 as at 09 September 2013). Based on the Group s latest audited NTA of S$44,830,592 as at 31 December 2012 ( Latest NTA ), the transaction value of the New Property Acquisition is 0.84% of the Latest NTA. 3. For the Shares Acquisition, the total amount at risk to the Company is (i) S$802,582 being the entire cash purchase consideration of EUR477,756 (equivalent to S$802,582 at the exchange rate of S$ to EUR1.00 as at 09 September 2013) and (ii) up to S$29, being the late payment interest computed up to 28 February 2015 of EUR17, (equivalent to S$29, at the exchange rate of S$ to EUR1.00 as at 09 September 2013). Based on the Latest NTA, the transaction value of the Shares Acquisition of S$831, is 1.86% of the Latest NTA. 4. For the Loan, the total amount at risk to the Borrower is the loan interest computed up to the last date of repayment of 28 February 2015 of S$158, (equivalent to MYR411,178 at the exchange rate of MYR to S$1.00 as at 09 September 2013). Based on the Latest NTA, the transaction value of the Loan of S$158, is 0.35% of the Latest NTA. 5. Interested person transactions in aggregation from the beginning of the current financial year ending 31 December 2013 to the date of this announcement:

5 (a) (b) (c) Referring to the Joint Investment and Hotel Property Acquisition both as defined in the announcement dated 16 February 2013 ( Earlier IPT Transactions ) and undertaken pursuant to Rule 916(2) of the Catalist Rules, the total transaction value for the Joint Investment of US$1 (equivalent to S$ at the exchange rate of S$ to US$1.00 as at 09 September 2013) and the Hotel Property Acquisition of EUR1 million (equivalent to S$1,679,900 at the exchange rate of S$ to EUR1.00 as at 09 September 2013) is 3.75% of the Latest NTA. Referring to the New Property Acquisition, the Shares Acquisition and the Loan, the total transaction value of these IPT Transactions is 3.05% of the Latest NTA. In aggregate, the total transaction value of all interested person transactions with Mr LKO from the beginning of the current financial year ending 31 December 2013 to the date of this announcement amounts to S$3,048, being 6.80% of the Latest NTA, and pursuant to Chapter 9 of the Catalist Rules, only an announcement of the Current IPT Transactions is required. 6. Save for the above, the Group has not entered into any other transaction with Mr LKO or any other interested person since the beginning of this financial year ending 31 December Save as disclosed herein and save for their shareholdings in the Company, none of the Directors or controlling shareholders of the Company have any interest, directly or indirectly in all the transactions noted in this announcement. By Order of the Board Oh Teik Khim Director 12 September 2013 This announcement has been prepared by the Company and its contents have been reviewed by the Company's sponsor, PrimePartners Corporate Finance Pte. Ltd. (the "Sponsor") for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Sponsor has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement including the correctness of any of the statements or opinions made or reports contained in this announcement. The contact person for the Sponsor is Mr Mark Liew, Managing Director, Corporate Finance, at 20 Cecil Street, #21-02 Equity Plaza, Singapore , telephone (65)