Non-Related Party Transaction Greatech
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ANNOUNCEMENT SUBJECT: TRANSACTION (CHAPTER 10 OF LISTING REQUIREMENTS) - NON-RELATED PARTY TRANSACTION GREATECH TECHNOLOGY BERHAD (“GREATECH” OR “THE COMPANY”) ACQUISITION BY GREATECH INTEGRATION (M) SDN BHD (COMPANY NO. 447240-X) (“GIM”), A WHOLLY OWNED SUBSIDIARY OF GREATECH, OF A PIECE OF VACANT LEASEHOLD LAND EXPIRING ON 17 AUGUST 2074 HELD UNDER NO. H.S.(D) 47093, PT5822, MUKIM 13, DAERAH SEBERANG PERAI SELATAN, NEGERI PULAU PINANG WITH LAND AREA MEASURING APPROXIMATELY 4.2067 ACRES OR 183,243.85 SQUARE FEET (“LAND”) FROM PENANG DEVELOPMENT CORPORATION (“VENDOR”) FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM8,245,973.25 (“PURCHASE CONSIDERATION”) TO BE SATISFIED IN CASH (“ACQUISITION OF LAND”) 1. INTRODUCTION Reference is made to the Company’s Prospectus dated 13 May 2019 in relation to its initial public offering in conjunction with the listing of and quotation for the Company’s entire issued share capital on the ACE Market of Bursa Malaysia Securities Berhad. GIM has on 22 April 2019 received a letter of offer from the Vendor in respect of the Acquisition of Land. The offer has been accepted by GIM on 17 May 2019, subject to the terms and conditions under the Sale and Purchase Agreement (“ SPA ”) to be entered between the Vendor and GIM. The Board of Directors of the Company (“ Board ”) wishes to announce that on 20 June 2019, GIM entered into an SPA with the Vendor for the Acquisition of Land on an “as is where is basis” free from all encumbrances of whatsoever and with legal and vacant possession but subject to the Category, the Express Conditions and restrictions implied by the National Land Code, 1965 and upon the terms and conditions of the SPA. Further details of the Land are as set out in sub-paragraph 2.3 herein. 2. THE ACQUISITION OF LAND 2.1 Information on GIM GIM is a private limited company incorporated in Malaysia on 18 September 1997. Its business address is at Plot 287(B), Lengkok Kampung Jawa Satu, Bayan Lepas Free Industrial Zone, Phase 3, 11900 Bayan Lepas, Penang. The present share capital of GIM is RM1,000,000 comprising 1,000,000 ordinary shares. GIM is currently engaged in designing and manufacturing of single automated equipment, production line system, provision of related components and engineering services. The Board of Directors of GIM consists of Mr. Tan Eng Kee, Chief Executive Officer of Greatech, and Mr. Khor Lean Heng, Chief Operating Officer of Greatech. 2.2 Information on the Vendor The Vendor is a body corporate incorporated under the Penang Development Corporation Enactment, 1971 and having its office at Bangunan Tun Dr. Lim Chong Eu, No. 1 Persiaran Mahsuri, Bandar Bayan Baru, 11909 Bayan Lepas, Penang. 2.3 Information on the Land The Land is a parcel of vacant leasehold land held under No. H.S.(D) 47093, PT5822, Mukim 13, Daerah Seberang Perai Selatan, Negeri Pulau Pinang also known as Plot 311(a) at Batu Kawan Industrial Park measuring 4.2067 acres or 183,243.85 square feet. 1 The Land currently is left with balance leasehold term of 55 years expiring on 17 August 2074. The Land is subject to the category and land use “industry” and such other express conditions and restrictions in interest as shall be imposed by the relevant authorities as stated on the documents of title to the Land. The State Authority of Penang has alienated the Land to the Vendor with the issuance of a separate individual document of title with the Vendor’s name duly registered and endorsed thereon. 2.4 Basis and Justification for the Purchase Consideration The Purchase Consideration of RM8,245,973.25 for the Acquisition of Land was arrived at based on RM45.00 per square feet and on an ‘as is where is basis’ , after taking into consideration of the strategic location of the Land. The Purchase Consideration was fixed by the Vendor, who is a leading development agency of the Penang State Government. No valuation was carried out by Greatech in this Acquisition of Land. 2.5 Salient Terms of the SPA The salient terms of the SPA include, amongst others, the following:- 2.5.1 Conditions Precedent The completion of the Acquisition of Land is conditional upon and subject to the fulfillment of the following conditions precedent (“ Conditions Precedent ”) within 6 months from the date of the SPA (“ the Approval Period ”):- (i) The Vendor at its own costs and expenses obtaining the consent of the State Authority to transfer the Land to the GIM (“ the State Authority’s Consent ”); and (ii) GIM at its own costs and expenses obtaining consent of the State Authority to charge (“ Consent to Charge ”) the Land to the Financier (if applicable”) (collectively, known as “ the Conditions Precedent ”) In the event that any of the Conditions Precedent are not obtained within the period as specifically provided in sub-paragraph 2.5.1 (i) and 2.5.1 (ii) herein, the Vendor and/or the GIM shall be granted an automatic extension of 2 months from the expiry of the relevant Approval Period to obtain the Conditions Precedent (hereinafter called “ the First Extended Approval Period ”). In the event the Vendor and/or GIM still fails to procure the Conditions Precedent within the First Extended Approval Period, GIM shall have the option to terminate this Agreement by written notice within a period of 14 days from the date of receipt by GIM of the Vendor’s written letter of its failure or inability to procure the State Authority’s Consent or GIM in receipt of the rejection of Consent to Charge from the State Authority, as the case may be, failing which the period for the Vendor to obtain State Authority’s Consent, Consent to Charge free of unacceptable conditions to GIM, the First Extended Approval Period shall be deemed to be extended by a further period of 2 months or a period to be mutually agreed upon in writing between the parties (hereinafter called “ the Second Extended Approval Period ”). 2 2.5.2 Termination of the SPA In the event GIM exercises its option to terminate this Agreement pursuant to sub- paragraph 2.5.1 above:- (i) GIM shall re-deliver vacant possession of the Land (if delivered prior to the termination) within 1 month from the date of GIM’s notice of termination, if GIM is not required by the Vendor to remove or demolish any building structure on the Land; OR within 3 months from the date of the GIM’s notice of termination, if GIM is required by the Vendor to remove or demolish any building on the Land, in any event, free from all occupiers, equipment, construction waste/debris or any building structure erected (whether or not any building shall then have been completely or partially erected on the Land) by or for GIM on the Land. For the avoidance of doubt, it is hereby declared that no compensation whatsoever shall be payable by the Vendor in respect of any building structure; and (ii) provided that vacant possession of the Land has been redelivered to the Vendor as aforesaid in sub-paragraph 2.5.2 (i), the Vendor shall within 30 working days from the re-delivery of the vacant possession of the Land in compliance with this Clause, refund without interest to GIM all monies paid by GIM towards the Purchase Consideration, failing which, interest of 8% per annum calculated on a 365 days-year basis shall be due on the amounts of all monies paid by GIM towards the Purchase Consideration from the day immediately after the 30 working days period up until the actual date of refund in full. Thereafter, the SPA shall lapse and there shall be no claim made against the Vendor by GIM whatsoever and further that the Vendor shall be entitled to deal with the Land in any manner that the Vendor shall deem fit without any further reference to GIM. 2.5.3 Expiry of the Conditions Precedent The date upon the fulfilment of the Conditions Precedent set out in sub-paragraph 2.5.1, the SPA shall become unconditional. The date of the GIM’s solicitors’ receipt of written notification and documentary evidence from the Vendor that the last of the Con ditions Precedent has been fulfilled together with the receipt by the GIM’s solicitors of the original copy of the State Authority’s Consent and the Consent to Charge shall be “ the Unconditional Date ”. 2.5.4 Manner of Purchase Consideration to be Satisfied The Purchase Consideration is to be paid to the Vendor in the following manner:- Due Date Amount (RM) On or before of the date of the SPA 1,649,194.65 (20% of the Purchase Consideration ) Within 4 months from the date of the SPA 2,473,791.98 (30% of the Purchase Consideration) Within 6 months from the date of the SPA 4,122,986.62 (50% of the Purchase Consideration) 8,245,973.25 3 2.5.5 Possession Upon full payment of the Purchase Consideration and all interest thereon, if any, and provided that the State Authority shall then have delivered to the Vendor the possession of the Land, the Vendor shall within 14 days deliver possession of the Land on an ‘as is where is basis’ to GIM. 2.5.6 Approved use of the Land GIM shall use the Land and any building erected thereon for industrial purpose only. 2.5.7 Construction and Operation of Factory As soon as possible after the vacant possession of the Land has been delivered to GIM and in any case no later than 2 years after GIM shall have been registered as proprietor of the Land with the delivery of vacant possession of the Land to GIM or within such further term, if any, as may be approved by the State Authority, GIM shall at its own cost and expense erect and complete thereon such factory building or buildings for the industrial purpose only in accordance with a plan approved by the relevant authority and shall commence its industrial operations thereat.