Proposed Consolidation of Factory Operations by Msm Malaysia Holdings Berhad
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PROPOSED CONSOLIDATION OF FACTORY OPERATIONS BY MSM MALAYSIA HOLDINGS BERHAD 1. INTRODUCTION The Board of Directors (“Board”) of MSM Malaysia Holdings Berhad (“MSMH” or “Company” or “the Group”) wishes to announce that the Company will consolidate its refined sugar production by relocating its factory operations in MSM Perlis Sdn Bhd (“MSMP”) located in Chuping, Perlis to MSM Sugar Refinery (Johor) Sdn Bhd (“MSMJ”) located in Tanjung Langsat, Pasir Gudang Johor (“Consolidation”). Both MSMP and MSMJ are a wholly-owned subsidiaries of the Company. The planned cessation of the MSMP’s production is on 30 June 2020 where the mobilisation of manpower and certain equipment from MSMP to MSMJ and MSM Prai Berhad (“MSMPB”) will be conducted in stages and is expected to complete by the fourth quarter of 2020. 2. INFORMATION ON MSM PERLIS SDN BHD (MSMP) Incorporated in Malaysia in 1973, MSMP is principally involved in raw sugar refining, rubber and oil palm plantations. The existing paid-up share capital of MSMP is RM117,981,810 comprising 37,354,500 ordinary shares. MSMP is not a major subsidiary of MSMH. A summary of four (4) years historical financial information of MSMP is as follows: Audited Audited Audited Audited RM’000 31 December 31 December 31 December 31 December 2019 2018 2017 2016 Revenue 942,368 1,001,135 591,929 462,404 Gross Profit 20,898 52,804 (10,360) 59,767 PBT/(LBT) (127,994) 31,476 (29,876) 1,560 PAT/(LAT) (122,584) 18,066 (28,002) (22) 3. RATIONALE FOR THE CONSOLIDATION Pursuant to a review and assessment conducted by Management of the Company together with the Board, the Board is of the view that the Consolidation is in the best interest of the Company. Based on the audited financial 31 December 2019, MSMP recorded Loss After Tax (LAT) of RM122.6 million. MSMP is expected to continue making losses due to its small capacity, old/obsolete machinery and increasing overheads. The prohibitive distance between Penang Port and MSMP has also contributed to high logistics and warehousing costs. This Consolidation of the two (2) factories will allow the Company to optimise the capacity of its new refinery, MSMJ. Following this optimisation, the cost of refining raw sugar will improve significantly and thus, will generate higher margins, and ultimately have an overall positive financial impact on MSMH and its group of companies. The Consolidation exercise shall consist of staff mobilisation plans to support MSMPB and MSMJ headcount with the latter’s requirements in implementing its ramp-up plan, new products development and construction of new facilities (new packing house, warehouse and value added products). It will also provide opportunities for career progression as talent will be required in MSMPB and MSMJ. Staff who opted not to move to any of the entities shall be compensated as per terms of the law. 4. EFFECTS OF THE CONSOLIDATION The Board is of the opinion that the Consolidation does not trigger Para 8.03A and Practice Note 17 of the Main Market Listing Requirement of Bursa Malaysia Securities Berhad. The Consolidation exercise had resulted in a provision of RM137.35 million for the impairment of MSMP’s plant and machinery in FY2019. However, by consolidating the Company’s refining capacity, the Company would be able to reduce its unit production cost, which in turn shall improve its profitability and provide better Shareholders value. Details of the Land and Building owned by MSMP are as follows: Land (Sugar Land/Building Description Segment) (Plantation Segment) Land location Mukim Chuping, Perlis Mukim Chuping, Perlis Tenure Leasehold 99 years Leasehold 90 years Land Area/Built-up Area 16.3525 hectares 4,453.92 hectares Age of Building 46 years N/A There was no valuation Valuation conducted on the Land RM190 million and Building As a result of the Consolidation, some equipment and machinery currently used in MSMP for factory operations will be transferred to MSMPB and MSMJ. However, the factory land will be disposed of. An announcement in relation to the disposal of the factory land shall be made according to the MMLR, if required. Shareholders’ approval is not expected to be required for the disposal of MSMP’s factory land. The effects of the Consolidation on the Company’s Net Assets Per Share and Earnings Per Share are set out below: Audited as at Unaudited as at Effects of the Consolidation 31 December 2019 31 March 2020 Net Assets (RM’000) 1,657,531 1,616,727 Net Assets Per Share (RM) 2.36 2.30 Basic EPS (sen) (42.64) (4.94) 5. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST None of the directors and major shareholders of the Company or persons connected with them have any interest, direct or indirect, in the proposed Consolidation. 6. APPROVALS REQUIRED The Consolidation exercise is not subject to the approval of the Company’s Shareholders or any other Authorities. However, any disposal of assets such as the land owned by MSMP may be subject to the approval or consent of the Perlis State Authority, Perlis State Land Board and any other relevant authorities/parties. 7. DIRECTORS’ STATEMENT Having considered all aspects of the Consolidation and the positive impact it will have on the Company, the Board of Directors is of the opinion that the Consolidation is in the best interest of MSMH and its group of companies. This announcement is dated 27 May 2020 .