Announcements
Acquisition Of Land
< BackNov 28, 2007
| General Announcement |
| Reference No SP-071121-74178 |
| Company Name |
:
|
SARAWAK PLANTATION BERHAD |
| Stock Name |
:
|
SWKPLNT |
| Date Announced |
:
|
28/11/2007 |
 |
|
|
| Type | : | Announcement |
| Subject | : | Acquisition of Land |
Contents :
1. INTRODUCTION
The Board of Directors of Sarawak Plantation Berhad ("SPB") wishes to announce that it's wholly owned subsidiary, Sarawak Plantation Agriculture Development Sdn. Bhd. ("SPAD) has entered into 3 conditional Sale and Purchase Agreements ("SPA") with Lembaga Amanah Kebajikan Masjid Negeri Sarawak ("LAKMNS") on 28 November 2007 to purchase 4 parcels of plantation land, measuring approximately 7,620 hectares, for a total purchase price of RM19,050,000-00.
2. DETAILS OF THE 4 PARCELS OF PLANTATION LAND
The details of the 4 parcels of plantation land are as follows:
(a) Lot 6 Bawan Land District measuring approximately 4,000 hectares and situated at Balingian Forest and Bawan Forest Mukah Sarawak. The tenure of Lot 6 is for 60 years effective from 7 March 2007;
(b) Lot 19 Mukah Land District measuring approximately 1,850 hectares and situated at Balingian Forest and Bawan Forest Mukah Sarawak. The tenure of Lot 19 is for 60 years effective from 7 March 2007;
(c) Lot 4 Bawan Land District measuring approximately 380 hectares and situated at Batang Balingian, Balingian Sarawak. The tenure of Lot 4 is for 60 years effective from 7 March 2007; and
(d) Lot 5 Bawan Land District measuring approximately 1,390 hectares and situated at Batang Balingian, Sibu Sarawak. The tenure of Lot 5 is for 60 years effective from 11 December 2006.
3. RATIONALE FOR THE ACQUISITION
The acquisition is in line with SPB Group's future plan to ensure growth and to position itself as a main player in the oil palm business. The acquisition would increase SPB Group's plantation hectarage.
In addition the 4 parcels of plantation land acquired are located approximately 17-30 km from SPB Group's existing Mukah Palm Oil Mill of 13km Off KM85 Sibu/Bintulu Road. Once the plantation comes into operation in the future years, it will increase the mill's utilisation rate.
4. DETAILS OF SPA
Lot 6 Bawan Land District and Lot 19 Mukah Land District are purchased under separate SPA whilst Lots 4 and 5 Bawan Land District are purchased under one SPA. But the terms of the SPA for the 4 parcels of plantation land are similar.
5. BASIS OF DETERMINING THE PURCHASE PRICE
The total purchase price of RM19,050,000-00 was arrived at based on a willing buyer willing seller basis. This total purchase price is exclusive of land premium and quit rent amounting to a total of RM1,663,949-00 which will be reimbursed by SPAD to LAKMNS and the remaining land premium installments will be paid directly to the relevant Lands and Surveys Department by SPAD.
6. CONDITION PRECEDENT
The provisions of the SPA are conditional upon LAKMNS obtaining the consent of the Director of Lands and Surveys for the transfer of the 4 parcels of plantation land within 6 months from the date of the SPA or such extended period as SPAD and LAKMNS may mutually agree upon in writing.
7. TERMS OF PAYMENT
A sum equivalent to 10% of the purchase price will be deposited with LAKMNS' lawyer as stakeholder and released to LAKMNS within 1 week from the date LAKMNS' lawyer receive written notificatio that the condition precedent has been fulfilled. A sum equivalent to 60% of the purchase price will be paid to LAKMNS within 1 month from the date the condition precedent has been fulfilled. The balance shall be paid within 6 months from the date the condition precedent has been fulfilled and the same shall be held by LAKMNS' lawyers as stakeholder and released to LAKMNS within 10 days from the date the Memorandum of Transfer in favour of SPAD has been presented for registration at the Land Registry Office, duly accepted and the Form L issued.
8. COMPLETION OF THE ACQUISITION
The acquisition will be completed when the Memorandum of Transfer is presented for registration at the Land Registry Office and is duly accepted and the Form L issued.
9. SOURCE OF FUNDING
SPAD intends to finance the acquisition through its internally generated funds and / or borrowings.
10. FINANCIAL EFFECTS OF THE ACQUISITION
(a) Earnings Per Share
The acquisition would not have any material effect on the earnings per share of SPB for the financial year ending 31 December 2007.
(b) Net Assets per Share
The acquisition would not have any material effect on the net assets per share of SPB for the financial year ending 31 December 2007.
(c) Gearing
The acquisition would not have any material impact on the gearing of SPB for the financial year ending 31 December 2007.
(d) Share Capital and Substantial Shareholders' Shareholding
The acquisition would not have any effect on the issued and paid up capital of SPB and substantial shareholders' shareholding in SPB.
11. PROSPECTS
The land shall be used for the development and cultivation of oil palm and will contribute to the earnings of SPB Group in the future years.
12. RISK FACTORS
In the event the condition precedent in the SPA is not fulfilled, it will result in the non completion of the acquisition.
Save as disclosed above, SPB does not foresee any other adverse material risks resulting from the acquisition that will have a material impact on SPB Group.
13. APPROVAL REQUIRED
The acquisition is not subject to approval of shareholders or any relevant Malaysian government authorities.
14. DEPARTURE FROM THE SECURITIES COMMISSION'S GUIDELINES
To the best of the knowledge and belief of the Directors, there is no departure from the policies and guidelines on Issue/Offer of Securities issued by the Securities Commission in the undertaking of this acquisition.
15. DIRECTORS AND SUBSTANTIAL SHARESHOLDERS' INTEREST
To the best of the knowledge and belief of the Directors and or substantial shareholders of SPB, none of the Directors and or substantial shareholders of SPB and / or any persons connected to them have any interest, direct or indirect, in the SPA.
16. DIRECTORS' STATEMENT
The Directors of SPB, having taken into consideration the rationale and all the relevant aspects of the acquisition, are of the opinion that the SPA are in the best interest of SPB.
17. DOCUMENTS AVAILABLE FOR INSPECTION
The SPA is available for inspection during normal business hours from Mondays to Fridays (except public holidays) at the hours of 8 am - 5 pm at the registered office of SPB at 8th Floor Wisma Naim 21/2 Mile Rock Road 93200 Kuching Sarawak.
This announcement is dated 28 November 2007.