-Acquisition of new subsidiary namely Haji Hussin Markom Sdn. Bhd. by QL Ansan Poultry Farm Sdn. Bhd., a subsidiary of QL Resources Berhad (QL)
Pursuant to paragraph 9.19 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of QL Resources Berhad (“QL”) wishes to announce that its subsidiary, QL Ansan Poultry Farm Sdn. Bhd. (“QLAPF”) had on 15 June 2017 entered into a Joint Venture and Shareholders Agreement to acquire 60% equity interest in Haji Hussin Markom Sdn. Bhd. (Company No. 747713-M) (“HHM”), comprising of sixty thousand (60,000) ordinary shares from Hussin Bin Markom, Ahmad Azlam Bin Jikan and Mohd Azalan Bin Hussin (“Existing Shareholders”) at a purchase price of RM480,000.00 (the “Acquisition”).
Upon completion of the Acquisition, HHM would become a subsidiary of QLAPF.
INFORMATION ON HHM
Haji Hussin Markom Sdn. Bhd. (Company No. 747713-M) is a private company duly incorporated in Malaysia and having its principal place of business at No. 15, Jalan Bakawali 2B, Sek BS10, Bukit Sentosa 3, 48300 Rawang, Selangor Darul Ehsan.
HHM is engaged in the business of farming, agriculture and cultivation of land. The following agriculture land have been approved for alienation to HHM for a term of 99 years by Pejabat Tanah Hulu Selangor:-
(i) PT 10055 to PT 10058 measuring an area of 3.572 hectares;
(ii) PT 10033 to PT 10037, PT 10049 to PT 10051 and PT 10053 to PT 10054 measuring an area of 8.316 hectares;
both in Mukim Ulu Yam, Daerah Hulu Selangor, Selangor (the "Agriculture Land").
The Existing Shareholders are the registered and beneficial owners of all the Shares in HHM as follows:
Hussin Bin Markom : 40,000 shares (40%)
Ahmad Azlam Bin Jikan : 30,000 shares (30%)
Mohd Azalan Bin Hussin : 30,000 shares (30%)
It is intended that upon completion of the Acquisition, the shareholding structure in HHM shall be as follows:
QLAPF : 60,000 shares (60%)
Hussin Bin Markom : 15,000 shares (15%)
Ahmad Azlam Bin Jikan : 15,000 shares (15%)
Mohd Azalan Bin Hussin : 10,000 shares (10%)
The Acquisition is subject to and conditional upon the following conditions:
(i) satisfactory survey on the Agriculture Land and due diligence on the approval of the alienation of the Agriculture Land and the conditions thereof to be conducted by QLAPF;
(ii) QLAPF having conducted a legal, financial, tax and operational due diligence review on the affairs of HHM and being reasonably satisfied with the due diligence findings thereof.
The Acquisition shall only become effective on the date the last of the conditions stipulated above having been duly satisfied, fulfilled, or waived by QLAPF.
The Purchase Price is arrived at based on a willing buyer-willing seller basis, taking into consideration the prospect of HHM being alienated with and owning the Agriculture Land.
The Purchase Price shall be fully satisfied in cash terms in the following manner:
(i) a refundable deposit sum of Ringgit Malaysia Forty Eight Thousand (RM48,000.00) only shall be paid by QLAPF to the Existing Shareholders as deposit and part payment towards the Purchase Price;
(ii) the balance of the Purchase Price amounting to Ringgit Malaysia Four Hundred and Thirty Two Thousand (RM432,000.00) shall be paid by QLAPF to the Existing Shareholders within fourteen (14) days after the conditions precedent have been fulfilled.
The Purchase Price shall be paid by QLAPF to each of the Existing Shareholders in proportion to the percentage of their share of the Sale Shares.
Upon completion of the Acquisition, QLAPF and the Existing Shareholders intend to jointly pursue and undertake the farming, agriculture and cultivation of the Agriculture Land and all such other businesses relating thereto, using HHM as the vehicle for their joint venture.
SOURCE OF FUNDING
The Acquisition would be financed via internally generated funds and borrowings.
The Acquisition does not have any effect on the issued and paid up share capital of QL and has no material effect on net tangible assets, gearing and earnings of QL Group for the financial year ended 31 March 2016.
STATEMENT BY THE BOARD OF DIRECTORS
The Directors of QL are of the opinion that the Acquisition is in the best interest of QL.
The Acquisition is not subject to QL’s shareholders’ approval.
DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the directors and/or substantial shareholder of QL, or persons connected to such director and/or substantial shareholders has any interest, direct or indirect, in the Acquisition.
The highest percentage ratio is 0.03%.
This announcement is dated 15 June 2017.
|Company Name||QL RESOURCES BERHAD|
|Date Announced||15 Jun 2017|
|Category||General Announcement for PLC|