1. Introduction
The Board of Directors of Kossan Rubber Industries Bhd. (“Kossan” or “Company”) wishes to announce that Premium Medical Products Sdn. Bhd. (260157-T) (“PMP” or “Purchaser”) a subsidiary company, has on 12th March 2018 entered into a Sale and Purchase Agreement (“SPA”) with Perbadanan Kemajuan Negeri Perak (“PKNP” or “Vendor”) for the purchase of 2 pieces land held under HSD 24212 PT 10477 and HSD 24213 PT 10478, both in Mukim Bidor, Daerah Batang Padang, Perak, (“Land”) measuring in total 824.11 acres for a total cash consideration of RM 82,422,991.73 only, exclusive of Good and Service Tax (“GST”) (“Proposed Acquisition”).
2. Details of the Proposed Acquisition
2.1 Information on the Vendor
PKNP is a body corporate established under the Perak State Development Corporation Enactment 1967 and having its principal place of business at No. 1-A, Blok A, Menara PKNP, Jalan Meru Casuarina, Bandar Meru Raya, 30020 Ipoh, Perak.
2.2 Information on the Land
2.2.1 The Land held under HSD 24212 PT 10477 is a piece of vacant leasehold commercial land measuring about 6.718 acres net of compulsory acquisition. The acquisition price is RM671,699.23. The lease will expire on 22 November 2114.
The Land will be acquired free from all charges, liens, pledges, security interests, leases, easements, caveats, restraints, prohibitory orders, injunctions or other similar orders or proceeding or any other encumbrances whatsoever and with vacant possession but otherwise subject to the category of land use, all conditions and restrictions-in-interest whether express or implied on the document of title of the Land upon the terms and conditions contained in the SPA.
2.2.2 The Land held under HSD 24213 PT 10478 is a piece of vacant leasehold industrial land measuring 817.392 acres net of compulsory acquisition. The acquisition price is RM81,751,292.50 . The lease will expire on 22 November 2114.
The Land will be acquired free from all charges, liens, pledges, security interests, leases, easements, caveats, restraints, prohibitory orders, injunctions or other similar orders or proceeding or any other encumbrances whatsoever and with vacant possession but otherwise subject to the category of land use, all conditions and restrictions-in-interest whether express or implied on the document of title of the Land upon the terms and conditions contained in the SPA.
Both pieces of Land will be utilised by the Kossan Group for its integrated glove manufacturing expansion.
2.3 Basis of Consideration
The total purchase consideration for the 2 pieces of land of RM82,422,991.73 (“Purchase Price”), calculated at the rate of RM100,014.794 per acre, was arrived at on a willing buyer and willing seller basis. No valuation was carried out as the purchase was from a state development corporation.
2.4 Salient Terms of the SPA
2.4.1 Payment of Purchase Price
The purchase price shall be paid as follows:
(a) 10% of the Purchase Price of RM8,242,299.17, being the deposit and part payment of the Purchase Price was paid upon the acceptance by PKNP on the offer made by PMP but prior to the execution of the SPA;
(b) The sum of RM65,938,393.39, being 80% of the Purchase Price shall be paid within 7 working days of the registration of the Memorandum of Transfer (Form 14A), (“MOT”).
(c) The balance 10% of the Purchase Price of RM8,242,299.17 upon surrender of vacant possession of the Land, which shall be within 9 months from the date of registration of the MOT.
2.4.2 Conditions Precedent
(a) PKNP to obtain the consent of the relevant State Authority to transfer the Land to the Purchaser. In the event that PKNP fails to obtain the said consent within six (6) months for the date of the SPA (subject to any agreed extension of time) the Purchaser has the right to terminate the SPA and any monies paid to the vendor shall be refunded.
(b) PKNP shall apply and procure the approval of the State Authority to change the expressed conditions of PT 10478 from “Perusahaan Berat-Kilang Kereta” to Perusahaan Berat”.
(c) PKNP shall procure the approval of the relevant Authorities for the Purchaser to widen the access road to the said Land at the Purchaser’s cost within 60 days of the submission of the said application to the relevant Authorities. In the event the application is not approved, PKNP shall obtain the approval of the relevant Authorities for an alternative access road acceptable to the Purchaser.
2.4.3 Completion of Agreement
The completion of this Agreement shall take place upon payment of the second payment of 80%.
2.5 Source of Funding
The Proposed Acquisition will be funded by internally generated funds.
2.6 Liabilities to be Assumed
PMP and Kossan will not assume any liabilities arising from the Proposed Acquisition.
3. Rationale For and Prospect of the Proposed Acquisition
The Proposed Acquisition is intended to accommodate the Kossan Group’s expansion in a centralised location over the medium and longer term. Its strategic location with abundant sources of utilities (natural gas, electricity and water) and the availability of local manpower will facilitate the Group’s expansion program.
4. Risk Factors
The Board of Directors of Kossan does not foresee any risk factors arising from the Proposed Acquisition, other than the normal economic risk and inherent risk factors associated with land acquisition.
5. Effects of the Proposed Acquisition
5.1 The Proposed Acquisition will not have any effect on the issued and paid-up share capital of Kossan and the shareholding of the substantial shareholders of Kossan as the Proposed Acquisition will be wholly satisfied in cash.
5.2 The Proposed Acquisition is not expected to have any material impact on the earnings and net assets of the Group for the financial year ending 31 December 2018. However, the Proposed Acquisition is expected to enhance future earnings of the Group when the proposed development of the Land comes onstream subsequently.
5.3 The Proposed Acquisition will not have any material impact on the gearing of the Group for the financial year ending 31 December 2018.
6. Approval Required
The proposed Acquisition is not subject to the approval of the shareholders of Kossan.
7. Directors And Major Shareholders’ Interests
None of the Directors, major shareholder and/or persons connected with the Directors or major
shareholder of Kossan has any interest, direct or indirect in the Proposed Acquisition.
8. Audit Committee’s Recommendation
The Audit Committee of Kossan, after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of Kossan. The Audit Committee of Kossan is of the view that the Proposed Acquisition is fair, reasonable, at arms’ length and on normal commercial terms.
9. Directors’ Statement
The Board of Directors of Kossan, after careful deliberation on the Proposed Acquisition, is of the opinion that the terms of the Proposed Acquisition are fair and reasonable and that the Proposed Acquisition is in the best interest of the Group.
10 Estimated Timeframe For Completion
Barring any unforeseen circumstances and subject to fulfilment of the conditions precedent as set out in the SPA, the Proposed Acquisition is expected to be completed in the first quarter of 2019.
11. Highest Percentage Ratio Applicable
The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 6.99%.
12. Documents For Inspection
A copy of the SPA is available for inspection at the registered office of Kossan, at Wisma Kossan, Lot 782, Jalan Sungai Putus, 42100 Klang , Selangor Darul Ehsan during normal business hours on Monday to Friday (except public holidays) for a period for three (3) months from the date of this announcement.
This announcement is dated 12th March 2018
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