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PFCE BERHAD (PFCE)
Type
Subject
Description
1.
Announcement
OTHERS
PROPOSED TRANSFER OF PROPERTIES WITHIN THE WHOLLYOWNED SUBSIDIARIES OF PFCE BERHAD (“PFCE” OR THE
“COMPANY”)
INTRODUCTION
The Board of Directors of PFCE (the “Board”) wishes to announce that its following
wholly-owned subsidiaries:(1)
(2)
(3)
(4)
Asian Pottery (Penang) Sdn. Bhd. (“APPSB”);
Oriwina Sdn. Bhd. (“OSB”);
Asian Pottery Manufacturers Sdn. Bhd. (“APMSB”); and
Metro Craft Sdn Bhd (“MCSB”).
(hereinafter collectively referred to as the “Vendors”)
have on 23 October 2014 entered into a Master Sale and Purchase Agreement (the
“Agreement”) with Sunmark Point Sdn. Bhd., a wholly-owned subsidiary of PFCE, as
the Purchaser (“Purchaser” or “SPSB”), for the transfer of the following properties to
the Purchaser for a total cash consideration of RM26,112,214.00:(1) Six (6) parcels of freehold land and buildings held by APPSB;
(2) Five (5) parcels of leasehold land and buildings held by OSB; and
(3) One (1) parcel of leasehold land and buildings held by MCSB and APMSB,
respectively.
(hereinafter referred to as the “Proposed Transfer of Properties”).
Following the Proposed Transfer of Properties all the landed properties of the
Vendors will be held by SPSB.
2.
DETAILS OF THE PROPOSED TRANSFER OF PROPERTIES
Information of Vendors and Purchaser:Date of
Incorporation
APPSB
29-08-1978
Authorised
Capital
(RM)
5,000,000
Paid-up
capital
(RM)
1,300,002
OSB
23-04-1996
1,000,000
850,000
APMSB
MCSB
SPSB
20-06-1980
16-04-1996
28-05-2014
1,000,000
100,000
400,000
800,002
2
2
Principal Activity
Marketing of pottery and porcelain
products, ceramic wares and
ornaments.
Manufacturing and trading of
ceramic wares.
Dormant.
Dormant.
General trading and investment in
properties.
The Proposed Transfer of Properties entails the transfer of the following properties:Proposed Properties to be transferred:From APPSB:(a)
(b)
(c)
(d)
(e)
(f)
All that piece of freehold land together with a factory erected thereon bearing
the address at Lot 906, Jalan Jalong, 31100 Sungai Siput, Perak, measuring
approximately 11,963.5 square meters in area held under Geran Mukim 816
Lot 906, Tempat Sg Pulai, Mukim Sungai Siput, Daerah Kuala Kangsar, State
of Perak (Property 1).
All that piece of freehold land together with a factory erected thereon bearing
the address at Lot 907, Jalan Jalong, 31100 Sungai Siput, Perak, measuring
approximately 1.1938 hectares in area held under Geran Mukim 1367 Lot
907, Tempat Sungei Pulai, Mukim Sungai Siput, Daerah Kuala Kangsar, State
of Perak (Property 2).
All that piece of freehold land together with a warehouse erected thereon
bearing the address at Lot 947, Jalan Jalong, 31100 Sungai Siput, Perak,
measuring approximately 1.2444 hectares in area held under Geran Mukim
1342 Lot 947, Tempat Kruddah, Mukim Sungai Siput, Daerah Kuala Kangsar,
State of Perak (Property 3).
All that piece of freehold land together with a warehouse erected thereon
bearing the address at Lot 948, Jalan Jalong, 31100 Sungai Siput, Perak,
measuring approximately 12,697 square meters in area held under Geran
Mukim 1709 Lot 13437, Tempat Kruddah, Mukim Sungai Siput, Daerah Kuala
Kangsar, State of Perak (Property 4).
All that piece of freehold land together with a warehouse erected thereon
bearing the address at Lot 949, Jalan Jalong, 31100 Sungai Siput, Perak,
measuring approximately 12,925 square meters in area under Geran Mukim
678 Lot 949, Tempat Kruddah, Mukim Sungai Siput, Daerah Kuala Kangsar,
State of Perak (Property 5).
All that piece of freehold land together with a double storey bungalow erected
thereon bearing the address at No. 547-P, Jalan Wee Hein Tze, 11200
Tanjung Bungah, Penang, measuring approximately 612.5826 square meters
in area under Geran Mukim 3768 Lot 999, Bandar Tanjung Bungah, Daerah
Timur Laut, State of Pulau Pinang (Property 6).
From OSB:(g)
(h)
All that piece of leasehold land bearing the address at Plot 53, Jalan Logam 2,
Kawasan Perindustrian Kamunting Raya, 34600 Kamunting, Perak Darul
Ridzuan, measuring approximately 4,047 square meters in area and held
under PN 196570 (formerly known as HS(D) 11467), Lot No. 20786, Mukim of
Asam Kumbang, Daerah Larut and Matang, State of Perak (Property 7).
All that piece of leasehold land together with a warehouse and offices erected
thereon bearing the address at Plot 54, Jalan Logam 2, Kawasan
Perindustrian Kamunting Raya, 34600 Kamunting, Perak Darul Ridzuan,
measuring approximately 4,121 square meters in area and held under PN
196572 (formerly known as HS(D) 11468), Lot 20787, Mukim of Asam
Kumbang, Daerah Larut and Matang, State of Perak (Property 8).
(i)
(j)
(k)
All that piece of leasehold land together with a factory erected thereon bearing
the address at Plot 55, Jalan Logam 3, Kawasan Perindustrian Kamunting
Raya, 34600 Kamunting, Perak Darul Ridzuan, measuring approximately
4,121 square meters in area and held under PN 196573 PT No. 20788
(formerly known as HS(D) 11469 PT No. 11513), Mukim of Asam Kumbang,
Daerah Larut and Matang, State of Perak (Property 9).
All that piece of leasehold land together with a factory erected thereon bearing
the address at Plot 56, Jalan Logam 3, Kawasan Perindustrian Kamunting
Raya, 34600 Kamunting, Perak Darul Ridzuan, measuring approximately
4,047 square meters in area and held under PN 196574 Lot 20789 (formerly
known as HS(D) 11470, PT No. 11514), Mukim of Asam Kumbang, Daerah
Larut and Matang, State of Perak (Property 10).
All that piece of leasehold land together with a factory and offices erected
thereon bearing the address at Plot 58, Jalan Logam 3, Kawasan
Perindustrian Kamunting Raya, 34600 Kamunting, Perak Darul Ridzuan,
measuring approximately 4,047 square meters in area and held under HS(D)
11472, PT No. 11516, Mukim of Asam Kumbang, Daerah Larut and Matang,
State of Perak (Property 11).
From APMSB and MCSB
(l)
All that piece of leasehold land together with a factory and offices erected
thereon bearing the address at Plot 57, Jalan Logam 3, Kawasan
Perindustrian Kamunting Raya, 34600 Kamunting, Perak Darul Ridzuan,
measuring approximately 4,047 square meters in area and held under PN
196575, Lot 20790 (formerly known as HS (D) LM 11471, PT No. 11515),
Mukim of Asam Kumbang, Daerah Larut and Matang, State of Perak
(Property 12).
(The properties listed under (a) to (l) are referred to as the “Properties”)
No valuation was conducted on these Properties in view that the transfers are at the
net book value between the wholly-owned subsidiaries of PFCE.
The net book value of the Properties are as follows:-
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Total
Properties
Property 1
Property 2
Property 3
Property 4
Property 5
Property 6
Property 7 & 8
Property 9
Property10
Property 11
Property 12
Net Book Value
2,199,643.00
2,843,995.00
2,788,512.00
3,851,250.00
3,243,468.00
2,444,851.00
1,787,888.00
1,590,079.00
1,836,255.00
1,837,248.00
1,689,025.00
26,112,214.00
3.
RATIONALE FOR THE PROPOSED TRANSFER OF PROPERTIES
The Proposed Transfer of Properties would enable PFCE to consolidate and
streamline to better manage its Properties. The operations of the businesses of
subsidiaries which are currently utilising the Properties would continue without
disruptions.
4.
SOURCE OF FUNDING
The total cash consideration for the transfer of the Properties under the Proposed
Transfer of Properties is RM26,112,214.00 being the total net book value of the
Properties at the date of the Agreement. As the Proposed Transfer of Properties
involves transfer of properties between the wholly-owned subsidiaries of PFCE, i.e.
within the Group, external funding is not required. There is no cash inflow or outflow
from the Group.
5.
ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances, the estimated time frame for the completion of
the transfer for the Properties is three (3) months from the date of the Agreement.
6.
FINANCIAL EFFECTS OF THE PROPOSED TRANSFER OF PROPERTIES
6.1
Share Capital and Substantial Shareholders’ Shareholdings
The Proposed Transfer of Properties has no effect on the issued and paid-up
share capital and the substantial shareholders’ shareholdings of PFCE.
6.2
Earnings and Net Assets
The Proposed Transfer of Properties is not expected to have any material
effect on the earnings and the net assets of the Group.
6.3
Gearing
The Proposed Transfer of Properties will not have any material effect on the
gearing of the Group.
7.
RISK FACTORS AND PROSPECTS OF THE PROPOSED TRANSFER OF
PROPERTIES
The Proposed Transfer of Properties is not expected to expose the Group to any new
business risk as the properties still remain within the Group.
8.
APPROVALS REQUIRED
The Proposed Transfer of Properties is not subject to the approval of shareholders and
relevant government authorities save and except for the Properties (g) to (l), the
transfers of which are subject to the approval from the authorities of the State of Perak.
9.
DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST AND
PERSONS
CONNECTED
TO
DIRECTORS
AND
SUBSTANTIAL
SHAREHOLDERS
None of the directors and/or substantial shareholders and/or persons connected with
the directors or substantial shareholders of PFCE have any interest, direct or indirect,
in the Proposed Transfer of Properties.
10.
STATEMENT BY THE BOARD OF DIRECTORS
In view of the rationale as stated under paragraph 3 above, the Board is of the opinion
that the Proposed Transfer of Properties is in the best interest of and not to the
detriment of the Group.
11.
DEPARTURE FROM SECURITIES COMMISSION’S GUIDELINES
The Proposed Transfer of Properties has not departed from the Securities
Commission's Equity Guidelines.
12.
DOCUMENTS FOR INSPECTION
The Agreement is available for inspection at the registered office of PFCE at 49-B
Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka between 9.00 a.m. to 5.00
p.m. from Monday to Friday (except for public holidays) for a period of one (1) month
from the date of this announcement.
This announcement is dated 23 October 2014.