HOTEL ROYAL LIMITED (Incorporated in the Republic of Singapore) (Co Reg No: G)

Transcription

1 HOTEL ROYAL LIMITED (Incorporated in the Republic of Singapore) (Co Reg No: G) THE PROPOSED ACQUISITION OF THE CORONADE HOTEL KUALA LUMPUR AND ITS BUSINESS The Board of Directors of Hotel Royal Limited (the Company ) wishes to announce that the Company s wholly-owned subsidiary, Premium Lodge Sdn. Bhd. ( Premium or the Purchaser ), had on 4 March 2010 entered into a conditional Sale and Purchase Agreement (the Agreement ) to acquire The Coronade Hotel Kuala Lumpur and its business (the Hotel ) in Malaysia (the ) from Achi Jaya Properties Sdn. Bhd. (the Vendor ). 1. INFORMATION ON THE CORONADE KUALA LUMPUR The Hotel is situated at the junction of Jalan Walter Grenier and Lorong Walter Grenier, off Jalan Sultan Ismail. It is within walking distance to the famous Bukit Bintang shopping district, one of the prime tourist and hotel belts of Kuala Lumpur City Centre, which comprises Lot 10, Sungei Wang and Bukit Bintang Plaza, Starhill, KL Plaza, Pavilion and the famous Bintang Walk. The mono-rail train station that covers a major part of Kuala Lumpur is situated in front of the Hotel. The 4-star Hotel sits on freehold land totaling approximately about 773 square metres with a total gross built up area of approximately 20,027 square metres. It is 21-storeys high (with a mezzanine floor, lower ground floor and 3 basement floors) and has 255 suites and rooms. It also has 3 food and beverage outlets, together with seminar and meeting facilities, swimming pool, gymnasium and 75 car parking bays. 2. AGREEMENT TO SELL AND PURCHASE Subject to the terms and conditions of the Agreement, the Vendor has agreed to sell and the Purchaser has agreed to purchase the Hotel and its business for a consideration of Ringgit Malaysia Ninety Three Million (RM93,000,000/-) and 10% of the consideration is payable upon signing of the Agreement and the balance upon completion. The consideration was arrived at on a willing buyer and a willing seller basis based on a valuation by VPC Alliance (JB) Sdn. Bhd. in March CONDITIONS PRECEDENT The is conditional upon the following approvals being received by the Purchaser within three months from the date of the Agreement ( Conditions Period ):

2 3.1 the approval of the Economic Planning Unit in the Prime Minister s Department, Malaysia, being obtained by the Purchaser of the ; and 3.2 the approval of the Wilayah Persekutuan Kuala Lumpur State Authority consenting to the transfer of the land on which the Hotel is situated by the Vendor to the Purchaser pursuant to Section 433B of the National Land Code, If the abovementioned conditions precedent are not fulfilled within the Conditions Period, the Agreement has provided for the extension of the Conditions Period by another two months. 4. COMPLETION Completion shall be carried on the date falling three months after the last of the conditions precedent has been fulfilled. 5. RATIONALE The Company is of the view that the will be in the best interests of the Company as the is an opportunity for the Company to expand its hotel operations in the region. Based on the approximate purchase price of RM93 million for the Hotel, the cost per guest room of about RM365,000/- is reasonable. In addition, the Directors are of the view that the Hotel being located in one of the prime tourist and hotel belts of Kuala Lumpur City Centre offers potential capital appreciation in the future. 6. MAJOR TRANSACTION The relative figures computed based on the Group s unaudited results for the financial year ended 31 December 2009 ( FY2009 ) on the bases set out in Rule 1006 are as follows: (a) Net asset value of assets to be disposed of compared to group's net asset value. This is not applicable to an acquisition of assets. NA (b) (c) Net profits attributable to the assets acquired compared to group's net profits. 7% Aggregate value of the consideration given compared to issuer's market capitalisation. 24% (d) Number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue. NA NOTES: (1) Under Rule 1002(3)(b), net profits means profit or loss before income tax, minority interests and extraordinary items. (2) Determined by dividing the net profit attributable of approximately S$0.765 million by the Group s latest unaudited consolidated net profit of S$ million for the financial year ended 31 December (3) Based on the consideration of RM93 million (equivalent to S$38.7 million based on an exchange rate of S$ to RM1) and the market capitalisation of the Company of S$160.8 million as at 3 March Under Rule 1002(5), the market capitalisation of the Company is determined by multiplying the number of shares in issue and the closing market price of S$2.68 per share on 3 March The will constitute a major transaction under Rule 1013 of the Listing Manual and would require the approval of the Company's shareholders in a general meeting pursuant to Rule 1014 as the relative figure is more than 20% based on basis (c) above. 2

3 7. CONFIRMATION SOUGHT FROM THE SGX-ST An application was made on 1 February 2010 to the SGX-ST pursuant to Practice Note 10.1, Sub-rule 3.2 for confirmation that shareholders approval in respect of the is not required, on the following grounds: (i) (ii) (iii) (iv) (v) The Group is principally in the business of an hotelier. The is that of a hotel. The Company intends to continue the operation of the said property as a hotel after the. Hence, pursuant to Sub-rule of Practice Note 10.1 of the Listing Manual, the will result in an expansion of the Group's existing core business by expanding its portfolio of hotels. Although the relative figures in respect of the computed pursuant to Rule 1006 of the Listing Manual is expected to exceed the 20% threshold referred to in Rule 1013 of the Listing Manual, the will not increase the scale of operations significantly as defined under Sub-rule 3.2.3(a). The will not result in a change in control of the Company as defined under Sub-rule 3.2.3(b) as it will be paid for fully in cash. The is expected to have a positive and not an adverse impact on the Group's earnings. Although the gearing of the enlarged Group after the may increase, the Company believes that the gearing levels after the are expected to be within acceptable limits. The Hotel is located in Malaysia in which the Group currently has a presence as it is already operating Hotel Royal Penang in Penang. The will not result in an expansion of the Group's business to a new geographical market. The SGX-ST had on 11 February 2010 confirmed that Shareholders approval is not required for the based on the above. 8. FINANCIAL EFFECTS 8.1 Purely for illustrative purposes only, the pro forma financial effects of the summarised below have been prepared using the unaudited accounts of the Group prepared on a consolidated basis for FY2009 and based on, inter alia, the following assumptions:- (i) (ii) For the purposes of the effect on the Earning Per Share ( EPS ), the Proposed had been completed on 1 January 2009, being the start of the latest unaudited financial year of the Group; and For the purposes of the effect on the Net Tangible Assets ( NTA ) per Share and gearing, the Proposed had been completed on 31 December 2009, being the date to which the latest full-year unaudited accounts of the Group were made up. 3

4 Earning Per Share The effect of the on the Group s EPS for FY2009 would have been as follows: Profit after tax ($ 000) 10,616 11,381 Number of Shares ( 000) 60,000 60,000 Earnings per Shares (cents) Net Tangible Assets The effect of the on the Group s consolidated NTA as at 31 December 2009 would have been as follows: NTA ($ 000) 251, ,391 Number of Shares ( 000) 60,000 60,000 NTA per Share($) Gearing The effect of the on the gearing of the Group as at 31 December 2009 would have been as follows: Total borrowings ($ 000) 58,271 92,561 Shareholders funds ($ 000) 251, ,391 Gearing (times) NOTE: For the purposes of the above calculations, Gearing means the ratio of total borrowings to Shareholders funds. Total borrowings means the aggregate borrowings from banks and financial institutions including hire purchase financing and Shareholders funds means the aggregate amount of share capital, asset revaluation reserves, fair value reserve, translation reserves and retaining earnings. 9. FUNDING The proposed purchase will be financed by internal resources and bank borrowings. 10. INTEREST OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS None of the Directors or any of the controlling shareholders of the Company has any interest, directly or indirectly, in the Proposed. 4

5 11. DOCUMENT FOR INSPECTION A copy of the Agreement is available for inspection during normal business hours at the Company s Registered Office at 36 Newton Road, Singapore for three months from the date of this announcement. By Order of the Board Dr Lee Keng Thon Chairman 4 March