Pursuant to Paragraph 9.19(23) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of TSH wishes to announce that the Company had on 20 June 2013 entered into a Share Sale Agreement to acquire 2 ordinary shares of RM1.00 each, representing the entire issued and paid-up share capital in Casa Logistic Sdn. Bhd. (“Casa Logistic”) for a total purchase consideration of RM12,500,000.00 from Mega Everest Limited (“Mega Everest”) (“Proposed Acquisition”).
2. Details of the Proposed Acquisition
Casa Logistic is a private limited company, incorporated in Malaysia on 22 February 2013 with an issued and paid-up share capital of RM2.00 comprising 2 ordinary shares of RM1.00 each. Casa Logistic had entered into a Share Sale Agreement with Mildura Investment Pte Ltd (“Mildura Investment”) to purchase ninety percent (90%) of the entire share capital of Mildura Investment in PT Perkebunan Sentawar Membangun (“ PT PSM”). PT PSM undertakes to obtain the approval from “Badan Koordinasi Penanaman Modal” (“BKPM”) for Mildura Investment to transfer ninety percent (90%) of the entire share capital of Mildura Investment in PT PSM to Casa Logistic and to ensure Casa Logistic is the beneficial owner of ninety percent (90%) of the entire share capital of PT PSM.
PT PSM had obtained the Ijin Lokasi for 5,084 hectares of land located in Kabupaten Kutai Barat, Kecamatan Siluq Nguray, Kampung Muara Kiaq, Tendiq and Penawang, Provinsi Kalimantan Timur (“Land”). In addition, PT PSM had obtained the necessary licence to develop the Land into oil palm plantation.
3. Conditions precedent to the Proposed Acquisition
The Proposed Acquisition is subject to the fulfillment of certain conditions precedent, inter-alia:-
a) PT PSM has obtained the approval from BKPM for Mildura Investment to transfer ninety percent (90%) of the entire share capital of Mildura Investment in PT PSM to Casa Logistic;
b) Casa Logistic becomes the beneficial owner of ninety percent (90%) of the entire share capital in PT PSM;
c) TSH is satisfied with the results of the legal and financial due diligence exercise on Casa Logistic and PT PSM;
d) Mega Everest has complied with all requirements of their constitution and/or requirements of the relevant law in relation to the transfer of the sale shares; and
e) such other approvals from any other relevant bodies, persons, courts, authorities or regulatory bodies as may be necessary for the completion of the sale and purchase of the sale shares.
4. Basis of consideration
The purchase consideration of RM12,500,000.00 was arrived at on a willing-buyer, willing-seller basis after taking into consideration the value of the Land held by PT PSM together with certain assets and liabilities assumed. The purchase consideration will be financed through internally generated funds and borrowings. The Company will acquire the shares free from all charges, liens, pledges and other encumbrances and with all rights, benefits and entitlements attached thereto.
5. Effects of the Proposed Acquisition
The Proposed Acquisition will not have any effect on the share capital and shareholdings structure of TSH. Further, the Proposed Acquisition will not have any material impact on the net asset and earnings of the TSH Group for the financial year ending 2013. However, the Proposed Acquisition is expected to improve the future earnings of the TSH Group resulting from the development of the plantation land in the future.
6. Rationale for the Proposed Acquisition
The Proposed Acquisition would enable TSH to further increase its oil palm plantation areas in Indonesia.
7. Directors’ and substantial shareholders’ interest
None of the Directors or substantial shareholders of TSH or any person connected to the Directors and substantial shareholders has any interest, direct or indirect, in the Proposed Acquisition.
This announcement is dated 20 June 2013.