Transactions (Chapter 10 Of Listing Requirements):Related Party Transactions
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
|Description||Disposal of land by QL Resources Berhad's wholly owned subsidiary namely, QL KK Properties Sdn. Bhd. to its related party for a consideration of RM18,482,000.00.|
The Board of Directors of QL Resources Berhad (“Company”) wishes to announce that its wholly owned subsidiary, QL KK Properties Sdn. Bhd. (Company No. 331773-P) (“QLKK”) has on 12 December 2013 entered into a Sale and Purchase Agreement (“S&P”) to dispose the sub-parcels identified as Lot Nos. 14 to 29 measuring an aggregate of approximately 1.604 hectares ("Property") forming part of all that pieces of leasehold land held under CL015485864 measuring approximately 2.727 hectares and PL016143114 measuring approximately 2.901 hectares, both located at kilometre 12, Jalan Tuaran, Inanam Industrial Belt area, in the District of Kota Kinabalu to a related party namely, Leisure Junction Sdn. Bhd. (Company No.1071423-T)(“LJ or Purchaser”) for a total consideration of Ringgit Malaysia: Eighteen Million Four Hundred and Eighty Two Thousand (RM18,482,000.00) only (“Proposed Disposal”).
QLKK is a wholly-owned subsidiary of QL Feedingstuffs Sdn. Bhd. and its ultimate holding company being QL Resources Berhad ("QLR"). Its principal business is investment holding.
LJ is a company incorporated in Malaysia on 25 November 2013, whose registered office is at No. 16A, Jalan Astaka U8/83, Bukit Jelutong,40150 Shah Alam, Selangor Darul Ehsan. It is currently a dormant company.
The directors and shareholder of LJ are as follows:
a) Chia Song Kooi
b) Chia Seong Fatt
c) Chia Song Pou
Wholly owned by Ruby Technique Sdn. Bhd. whose holding company is CBG Holdings Sdn. Bhd. ("CBG"). The other shareholder of Ruby Technique Sdn. Bhd. is Farsathy Holdings Sdn. Bhd.("Farsathy")
CBG and Farsathy are major shareholders of QLR.
The directors and shareholders of CBG who are also directors of QLR are as follows:
a) Chia Song Kun Director Shareholder (16.88%)
b) Chia Song Swa Director Shareholder (8.00%)
c) Chia Song Kooi Director Shareholder (8.00%)
d) Chia Mak Hooi Director Shareholder (2%)
The directors and shareholders of Farsathy who are also directors of QLR are as follows:
a) Chia Seong Pow Director Shareholder (20%)
b) Chia Seong Fatt Director Shareholder (20%)
4. Details of the Proposed Disposal
This transaction is carried out on an arm’s length basis and the consideration was based on the recommended market value as stated in the Valuation Report by Messrs CH Williams Talhar & Wong dated 25 November 2013.
Based on the Valuation Report, the market value of all that parcels of Property and free from all encumbrances is RM18,482,000.00. The lease tenure for both the land are from 1 January 1917 to 31 December 2915. The method of Valuation is based on Comparison Method.
The original cost of investment of the land to the Group as at 30 November 2013 is RM10,499,000.00. Henceforth, the expected gain from disposal to the Group is RM7,983,000.00. The sale proceeds will be utilised as working capital of the Group.
There are no liabilities to be assumed by QLKK arising from this transaction.
The consideration of Ringgit Malaysia: Eighteen Million Four Hundred and Eighty Two Thousand (RM18,482,000.00) only shall be paid by the Purchaser to QLKK as follows:
(a) Upon signing of the S&P, the Purchaser shall pay a sum of Ringgit Malaysia: One Million Eight Hundred Forty Eight Thousand Two Hundred (RM1,848,200.00) being 10% of the total purchase price only as a deposit and part payment of the consideration to QLKK (out of this amount, a sum of Ringgit Malaysia : Three Hundred Sixty Nine Thousand Six Hundred Forty (RM369,640.00) equivalent to 2% of the consideration is paid to Vendor's solicitors as stakeholders, to be paid to the Director-General of the Inland Revenue Department in compliance with section 21B of the Real Property Gains Tax Act, 1976);
(b) The balance of the consideration of Ringgit Malaysia: Sixteen Million Six Hundred Thirty Three Thousand Eight Hundred (RM16,633,800.00) only shall be settled by the Purchaser to QLKK within three (3) months from the date of S&P ("Completion Date");
(c) In the event the Purchaser cannot complete the sale and purchase herein within the said 3 months period, the Vendor shall grant an extension of one (1) month to enable the Purchaser to complete subject to an interest rate of 8% per annum calculated on daily basis on the unpaid portion; and
(d) The Vendor shall diligently and expeditiously apply for the subdivision of the land and obtain the individual titles to the Property. Upon issuance of the individual titles to the Property, the Vendor shall deliver the original titles of and transfer the Property to the Purchaser.
The Proposed Disposal will enable the Company to realise the gains and utilise the proceeds from the disposal to fund the construction cost for its remaining lots which are meant for its own use.
There is no material effect on earnings per share, net assets, gearing, share capital and substantial shareholdings of the Company.
8. Approvals Required
No approval from the shareholders of QLR and/or relevant authorities is required for the Proposed Disposal.
Save as disclosed in paragraph 3 above, none of the other Directors, substantial shareholders of the Company and QLR, or persons connected to such Directors or substantial shareholders have any interest, direct or indirect in the above transaction. The interested directors have abstained from stating an opinion and voting in relation to the transaction.
The Proposed Disposal is expected to be completed within three (3) months from the date of S&P.
The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements is 1.93%.
12. Statement by the Audit Committee
The Audit Committee, having taken into consideration all aspect of the Proposed Disposal, was of the view that it is in the best interest of the Company, fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders.
The Board of Directors (save for the interested Directors) is of the opinion that the Related Party Transaction is in the best interest of the Company.
There are no other transactions previously.
15. Documents for inspection
The S&P and the valuation report for the Proposed Disposal will be made available for inspection at the registered office of the Company at No.16A, Jalan Astaka U8/83, Bukit Jelutong, 40150 Shah Alam, Selangor during normal business hours for a period of one month from the date of announcement.
|Company Name||QL RESOURCES BERHAD|
|Date Announced||12 Dec 2013|