The Board of Directors of OSKH wishes to announce that:

Transcription

1 OSK HOLDINGS BERHAD ( OSKH OR THE COMPANY ) SHARE SALE AGREEMENT ENTERED BY PJ DEVELOPMENT HOLDINGS BERHAD AND EMPLOYEES PROVIDENT FUND BOARD AND SUBSCRIPTION AGREEMENT ENTERED BY YARRA AUSTRALIA DEVELOPMENT PTY LTD AND YARRA PARK CITY PTY LTD 1. INTRODUCTION The Board of Directors of OSKH wishes to announce that: PJ Development Holdings Berhad ( PJD or the Vendor ), a subsidiary of the Company has, on 5 April 2017 entered into a Share Sale Agreement ( SSA ) with Employees Provident Fund Board ( EPF or the Purchaser ) for the disposal of 100 ordinary shares ( Sale Shares ) representing 100% equity interest in Yarra Development Holdings (Australia) Sdn Bhd ( Yarra Holdings ), a wholly-owned subsidiary of PJD ( the Disposal ); and Yarra Australia Development Pty Ltd ( Yarra Australia ), an indirect subsidiary of the Company has, on even date entered into a share subscription agreement ( Subscription Agreement ) with Yarra Park City Pty Ltd ( Yarra Park or Development Company ) to subscribe for 110,490,197 in the Development Company representing at least 49% of the entire enlarged paid-up share capital of the Development Company ( New Subscription Shares ) ( Yarra Park Subscription ). 2. DETAILS OF THE DISPOSAL 2.1 Information on PJD PJD was incorporated in Malaysia with its registered office at 18 th Floor, Plaza OSK, Jalan Ampang, Kuala Lumpur. The total issued and paid-up share capital of PJD is RM528,845,177 comprising 528,845,177 ordinary shares, including 4,778,300 treasury shares. The principal activity of PJD is investment holding, property investment and provision of management services to the subsidiaries. 2.2 Information on Yarra Holdings Yarra Holdings was incorporated in Malaysia with its registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, Kuala Lumpur, Wilayah Persekutuan. The total issued and paid-up share capital of Yarra Holdings is RM100 comprising 100 ordinary shares. PJD is the registered and beneficial owner of all the issued and paid up shares in Yarra Holdings. The principal activity of Yarra Holdings is investment holding. 2.3 Information on Yarra Australia Yarra Australia was incorporated in New South Wales, Australia with its registered office at Level 13, 139 Macquarie Street, Sydney, New South Wales 2000, Australia. The total issued and paid up capital of Yarra Australia is AUD10 comprising 10 ordinary shares. Yarra Holdings is the registered and beneficial owner of all the issued and paid up shares in Yarra Australia. The principal activity of Yarra Australia is to engage in investment holding. 1

2 2.4 Information on the Purchaser EPF is a retirement savings fund established under the Employees Provident Fund Act 1991 with its head office address at Bangunan KWSP, Jalan Raja Laut, Kuala Lumpur, Wilayah Persekutuan. The principal activities of EPF are to receive and to collect contributions, to meet all withdrawals of savings and other benefits to members or their beneficiaries upon satisfaction of conditions for withdrawals and to invest the monies for the benefits of its members. The members of EPF are private and non-pensionable public-sector employees. 2.5 Information on Yarra Park Yarra Park was incorporated in New South Wales, Australia with its registered office at Level 13, 139 Macquarie Street, Sydney, New South Wales 2000, Australia. The issued and paid-up capital of Yarra Park is AUD115,000,000 comprising 115,000,000 ordinary shares. Yarra Park is principally involved in property investment and development. The details of shareholders, their shareholdings, the issued and paid-up capital of Yarra Park as at the date of and upon the completion of Subscription Agreement can be found in Section 4 of this announcement. 2.6 Information on the Project undertaken by the Development Company The Project, Melbourne Square, is a mixed-use development comprising of four towers of residential apartments, a retail mall, an office tower and a hotel/serviced apartments at Kavanagh Street, Southbank in Melbourne, Australia ( the Land ). The planning permit for the Masterplan was approved on 21 December 2015 and Stage One (1) of the development was endorsed on 14 February 2017 by the Victoria State Government ( the Project ). 2.7 Basis and Justification in arriving at the Disposal Consideration (as defined in Section 3 of this announcement) The Disposal Consideration was arrived at on a willing buyer willing seller basis, after taking into consideration the terms and conditions contained in the Subscription and Shareholders Agreement. 2.8 Background of the Disposal Yarra Australia has entered into the Subscription Agreement. The details and salient terms of Subscription Agreement can be found in Section 4 of this announcement. Yarra Australia will further execute a shareholders agreement with the other existing shareholders of the Development Company which will inter alia regulate their relationship as shareholders of the Development Company and the management and operation of the Development Company ( Shareholders Agreement ). Yarra Holdings has applied for a credit facility of up to Australian Dollar One Hundred and Seventy Five Million (AUD175,000,000.00) only ( the Facility ) and CIMB Bank Berhad, OCBC Bank (Malaysia) Berhad and RHB Bank Berhad (collectively referred to as the Lenders ) have agreed to grant the Facility to Yarra Holdings for the sole purpose of advancing an amount not exceeding Australian Dollar One Hundred and Seventy Five Million (AUD175,000,000.00) only to Yarra Australia to enable Yarra Australia to subscribe for the New Subscription Shares. The Purchaser will procure Yarra Holdings which will in turn complete the subscription of New Subscription Shares in accordance with the terms of the Subscription Agreement. 2

3 3. SALIENT TERMS OF SSA 3.1 Sale and Purchase of the Sale Shares The Vendor had agreed to sell to the Purchaser and the Purchaser, had agreed to purchase from the Vendor the Sale Shares free from all claims and encumbrances together with all rights attached thereto and all dividends and distributions declared paid or made in respect thereof after the completion date at the consideration of Ringgit Malaysia One Hundred (RM100.00) only ( Disposal Consideration ) for the entire issued and paid up capital of Yarra Holdings and upon the terms and conditions contained in the SSA. The Disposal Consideration together with the aggregate sum advanced by the Vendor to Yarra Holdings and/or Yarra Australia shall be paid by the Purchaser to the Vendor on the completion date. 3.2 Conditions Precedent The obligations of the Vendor and the Purchaser to complete the sale and purchase of the Sale Shares are conditional upon the following conditions being fulfilled on or before the expiry of ninety (90) days from the date of SSA or such further period as may be mutually agreed by the Vendor and the Purchaser ( Conditions Fulfillment Period ): the completion of the due diligence exercise on the Project and the Development Company and the Purchaser being satisfied with the final results of the due diligence reports no later than ten (10) days prior to expiry of the Conditions Fulfillment Period; the receipt by the Purchaser of a copy of the letter(s) of offer from a financier(s) wherein the said financier agrees to inter alia grant a facility/ loan to the Development Company for the purpose of enabling the Development Company to complete stage one (1) of the construction/ development of the Project on terms acceptable to the Purchaser; notification has been provided to the Treasurer of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth) ( FATA ) of the purchase of the Sale Shares by the Purchaser, the subscription for the New Subscription Shares by the Purchaser via Yarra Holdings and Yarra Australia and either : i. the Treasurer (or his delegate) provides written notice that there are no objections under the FATA to the purchase of the Sale Shares by the Purchaser and ultimate ownership of the New Subscription Shares by the Purchaser via Yarra Holdings and Yarra Australia; or ii. the Treasurer becomes precluded by passage of time from making any order or decision under Part 3 of the FATA in respect of the purchase of the Sale Shares by the Purchaser and ultimate ownership of the New Subscription Shares by the Purchaser via Yarra Holdings and Yarra Australia, ( FIRB Approval ); if necessary, the approval of any other relevant authority for the sale and purchase of the Sale Shares ( Other Relevant Approval ); and 3

4 after the Purchaser has notified the Vendor that it is satisfied with the final results of the due diligence reports and the FIRB Approval as well as if applicable, the Other Relevant Approval have been obtained; the execution of the Shareholders Agreement by Yarra Australia with the other existing shareholders of the Development Company upon terms acceptable to the Purchaser. 4. DETAILS OF THE YARRA PARK SUBSCRIPTION 4.1 On 5 April 2017, Yarra Australia has entered into the Subscription Agreement to subscribe for New Subscription Shares at an amount equivalent to Australian Dollar One Hundred And Fifty Four Million (AUD154,000,000.00) only ( Base Subscription Amount ), which may be adjusted to include an amount or amounts (if any) of up to (in aggregate) Australian Dollar Twenty One Million (AUD21,000,000.00) only ( Contingent Amount ) in accordance with the Subscription Agreement (the Base Subscription Amount and Contingent Amount are collectively referred to as Subscription Amount ). As at the date hereof, the Subscription Agreement is pending completion. 4.2 The issued share capital of Yarra Park as at the date of the Subscription Agreement comprises 115,000,000 fully paid ordinary shares ( Yarra Park Shares ). 4.3 Yarra Australia had agreed to subscribe for, and Yarra Park had agreed to issue and allot to Yarra Australia, the New Subscription Shares at the Subscription Amount and on the terms of the Subscription Agreement. 4.4 The details of shareholders and their shareholding in Yarra Park as at the date of and upon the completion of Subscription Agreement are as follows:- Shareholders Yarra Park of No. of Yarra Park Shares held as at the date of the Subscription Agreement and the percentage No. of Yarra Park Shares to be subscribed for No. of Yarra Park Shares upon the completion of Subscription Agreement and the percentage P.J. (A) Pty. Limited ( PJA ) Equity & Property Investment Corporation Pty. Limited ( EPIC ) 86,250,000 (75%) - 86,250,000 (38.25%) 28,750,000 (25%) - 28,750,000 (12.75%) Yarra Australia - 110,490, ,490,197 (49.00%) Total 115,000,000 (100%) 110,490, ,490,197 (100%) 4.5 PJA is a wholly-owned subsidiary of Pengerang Jaya Pte. Ltd., which in turn is a wholly-owned subsidiary of PJD and EPIC is a 27.40%-owned associate of PJA (PJA and EPIC are collectively referred to as Initial Shareholders ). 4

5 4.6 The dilution of shareholdings in Yarra Park is deemed as a disposal of shareholdings in Yarra Park by the Initial Shareholders. 4.7 Basis and Justification in arriving at the Subscription Amount The Subscription Amount was arrived at on a willing buyer willing seller basis, after taking into consideration the following: net assets of Yarra Park; future earnings and prospect of Yarra Park. 4.8 Salient Terms of the Subscription Agreement Conditions Precedent The obligations of the parties at Completion are subject to, and conditional upon the following conditions: either: i. the Treasurer (or his delegate) providing written notice that there are no objections under the FATA to the subscription for the New Subscription Shares contemplated by the Subscription Agreement; or ii. the Treasurer becoming precluded by passage of time from making any order or decision under Part 3 of the FATA in respect of the subscription for the New Subscription Shares contemplated by the Subscription Agreement, whichever first occurs; the SSA having completed in accordance with its terms; the Yarra Australia, the Initial Shareholders and Yarra Park each having agreed to the terms and conditions of the Shareholders Agreement and entered into the same in a form which has been agreed by EPF, to take effect on and from the completion of the Subscription Agreement; and agreement is reached between EPF, Yarra Australia and the Initial Shareholders regarding the terms and conditions of payment of the Contingent Amount (if any) Utilisation of Subscription Amount Yarra Australia and Yarra Park acknowledge and agree that the Subscription Amount will be used by Yarra Park: i. to repay the existing bank borrowings and shareholders' advances in respect of Yarra Park to a maximum amount of AUD50,000,000; and ii. the balance of the Subscription Amount (after the repayment contemplated in clause i above) will be applied to partly fund the development of the Project together with the amounts already invested by the Initial Shareholders. 5

6 5 PARTICULARS OF ALL LIABILITIES TO BE ASSUMED BY THE PURCHASER ARISING FROM THE DISPOSAL AND YARRA PARK SUBSCRIPTION Save for the obligations and liabilities in and arising from, pursuant to or in connection with the SSA and Subscription Agreement, there are no other liabilities, including contingent liabilities and guarantees to be assumed by the Purchaser. 6 RATIONALE OF THE DISPOSAL AND YARRA PARK SUBSCRIPTION Yarra Park holds the development rights for the Project. With the Disposal and Yarra Park Subscription, it provides an opportunity for OSKH to partner EPF to undertake a large-scale iconic mixed-use development in Melbourne, Australia which is one of the finest and most vibrant cities in the world, having also been ranked as the world s most liveable city. 7 RISK FACTORS The potential risk factors relating to the Disposal and Yarra Park Subscription (which may not be exhaustive) are as follows: Non-completion risk The completion of the Disposal and Yarra Park Subscription are conditional upon all the conditions precedent of the SSA and Subscription Agreement as set out in subsections 3.2 and of this announcement being obtained/ fulfilled or waived. The nonfulfillment of the conditions precedent unless waived may result in the SSA and Subscription Agreement being terminated. There is no assurance that the Disposal and Yarra Park Subscription can be completed within the timeframe stipulated under the SSA and Subscription Agreement. Any delay in the fulfillment of the conditions precedent may lead to a delay in the completion or termination of the SSA and Subscription Agreement. Notwithstanding the above, OSKH will take reasonable steps to ensure that the conditions precedent as set out in the SSA and Subscription Agreement that are within OSKH s control are met on a timely basis in order for the Disposal and Yarra Park Subscription to be completed by the stipulated date in accordance with the SSA and Subscription Agreement. Financial or legal risk OSKH may be subject to certain financial or legal risks pursuant to the SSA and Subscription Agreement, OSKH or any related documents executed in relation to the Disposal and Yarra Park Subscription. OSKH may also be subjected to contractual risks as a result of non-fulfillment of its obligations under the SSA and Subscription Agreement. In this respect, OSKH will endeavour to ensure full compliance in relation to fulfillment of its obligations under the SSA and Subscription Agreement. 6

7 8 FINANCIAL EFFECTS 8.1 Share Capital and Substantial Shareholders Shareholdings The Disposal and Yarra Park Subscription will not have any effect on the issued and paid-up share capital of OSKH as well as OSKH s substantial shareholders shareholdings. 8.2 Earnings per share The Disposal and Yarra Park Subscription will result in a dilution (or deemed disposal) of the Group s equity interest in Yarra Park. The gain derived from the deemed disposal which mainly taking the difference between the fair value of interest retained in Yarra Park (based on the prevailing exchange rate as at 31 March 2017) and the carrying value of investment in Yarra Park. The Disposal and Yarra Park Subscription are expected to increase the net earnings of OSKH Group by approximately AUD38.2 million (or RM129.0 million) and a foreign exchange gain on the total investment in Yarra Park of RM49.2 million which was previously recorded as foreign exchange reserve; or a total increase of sen per share for the financial year ending 31 December Net Assets ( NA ) per share and Net Gearing Based on the latest audited financial statements of OSKH Group as at 31 December The proforma effects of the Disposal and Yarra Park Subscription on the consolidated NA per share and net gearing ratio are as follows: After the Proposed Disposal Audited as at and Yarra 31 December 2016 Subscription RM 000 RM 000 Shareholders funds / NA 4,300,510 4,440,418 No. of shares in issue (excluding treasury shares) ( 000) 1,384,791 1,384,791 NA per share RM3.11 RM3.21 Net borrowings 1,812,442 1,722,197 Net gearing ratio 0.42 times 0.39 times 9 ORIGINAL COST OF INVESTMENT AND THE DATE OF SUCH INVESTMENT The total investment in Yarra Holdings was RM100/- being the total issued and paid-up capital of Yarra Holdings since its incorporation on 28 March The investment in Yarra Park was acquired by the Company via acquisition of PJD in August 2015 and the original cost of investment in Yarra Park during May 2014 to February 2015 by PJD was approximately AUD94.1 million or equivalent to RM267.0 million (based on the prevailing exchange rates at the time of subscriptions). 7

8 10 APPROVALS REQUIRED The Disposal and Yarra Park Subscription are not subject to the approval of the shareholders of OSKH and/or other relevant authorities. 11 DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors, major shareholders of OSKH or its subsidiaries and/or persons connected with them has any interest, direct or indirect, in the Disposal and Yarra Park Subscription, save for their interests arising by way of their shareholdings, via the Company. 12 STATEMENT BY DIRECTORS The Board of Directors of OSKH, after having considered all aspects of the Disposal and Yarra Park Subscription, is of the opinion that the Disposal and Yarra Park Subscription are in the best interest of the Company and OSKH Group. 13 HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02(G)(III) OF BURSA MALAYSIA SECURITIES BERHAD MAIN MARKET LISTING REQUIREMENTS The highest percentage ratio applicable to the Disposal and Yarra Park Subscription pursuant to paragraph 10.02(g)(iii) of Bursa Malaysia Securities Berhad Main Market Listing Requirements is 13.63%, arrived at based on the Subscription Amount of AUD175,000, (or equivalent to approximately RM586.4 million at the exchange rate of AUD1.00: RM3.3507) compared with the NA of the Company. 14 ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal and Yarra Park Subscription are expected to be completed within 6 months from the date of SSA and Subscription Agreement. 15 DOCUMENTS FOR INSPECTION A copy of the SSA and Subscription Agreement are available for inspection at the registered office of the Company at 7 th Floor, Plaza OSK, Jalan Ampang, Kuala Lumpur during normal office 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 5 April