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Hlt Global Berhad (“Hlt” Or “Company”) HLT GLOBAL BERHAD (“HLT” OR “COMPANY”) PROPOSED ACQUISITION BY HL ADVANCE TECHNOLOGIES (M) SDN. BHD. (“HLA” OR “PURCHASER”), A WHOLLY-OWNED SUBSIDIARY OF HLT, OF A PARCEL OF LEASEHOLD LAND TOGETHER WITH AN OFFICE CUM FACTORY ERECTED THEREON FOR A TOTAL CASH CONSIDERATION OF RM16.25 MILLION 1.0 INTRODUCTION The Board of Directors of HLT (“Board”) wishes to announce that HLA, a wholly-owned subsidiary of the Company, is proposing to acquire a parcel of leasehold land under HS(D) 34158, PT No. 35212, Mukim Tanjong Dua Belas, Daerah Kuala Langat, Negeri Selangor, together with an office cum factory erected thereon (“Subject Property” or “Property”) from Sri Taming Sdn. Bhd. (“STSB” or “Vendor”), for a total cash consideration of RM16.25 million (“Proposed Acquisition”). 2.0 DETAILS OF THE PROPOSED ACQUISITION 2.1 Background information HLA had on 19 April 2021 entered into a conditional sale and purchase agreement (“SPA” or “Agreement”) with STSB, wherein HLA agrees to buy and STSB agrees to sell the Subject Property for a cash consideration of RM16,250,000 (“Purchase Consideration”). The Subject Property is to be acquired by the Vendor via a sale and purchase agreement made between the Vendor and Alpha Variamas Sdn. Bhd. (“the Proprietor”) dated 16 December 2020 (“First Agreement”). 2.2 Information of the Subject Property The Subject Property comprised of a one (1)-storey detached factory with a three (3)-storeys annexed office building located at No. 6, Jalan TPP 8, Taman Perindustrian Putra, Puchong, Selangor. Located in the Putra Industrial Park to the south-east of Taman Putra Prima and the north of Bandar Saujana Putra, the Subject Property is well connected via a web of key expressways including, North–South Expressway Central Link (ELITE), Damansara-Puchong Expressway (LDP), New Klang Valley Expressway (NKVE), Shah Alam Expressway (KESAS) and Maju Expressway (MEX). The detailed information of the Subject Property is set out as below:- Title description : HS(D) 34158, PT No. 35212, Mukim Tanjong Dua Belas, Daerah Kuala Langat, Negeri Selangor Postal address : No. 6, Jalan TPP 8, Taman Perindustrian Putra, 47130 Puchong, Selangor Registered owner : Alpha Variamas Sdn. Bhd. Category of land use : Industrial Tenure : Leasehold land expiring on 16 December 2111 Titled land area : 2.551 acres Total built-up area : Factory area 18,589.36 square feet Office area 3,937.65 square feet Total 22,527.01 square feet Existing use : Unoccupied Proposed use : Office cum factory for the fabrication of glove-dipping lines 1 Age of building : Approximately three (3) years Net book value : HLT is not privy to this information Restriction in interest : The land is subject to the following restriction in interest: “Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri” Encumbrances : Nil 2.3 Information on the Vendor STSB was incorporated in Malaysia on 3 December 2003 as a private limited company under the Companies Act, 1965 (deemed registered under Companies Act, 2016) and having its registered office at 7-2, Tingkat 2, the Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. As at the date of this announcement, the issued share capital of STSB is RM2 comprising two (2) ordinary shares. The directors and shareholders of STSB are Liow Chee Keong and Tan Chey Ling. 2.4 Basis and justifications of arriving at the Purchase Consideration The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following:- (i) the market research and assessment conducted by the management of HLT on subsisting offers for similar properties within close proximity to the existing factory premises of HLT and the Subject Property; and (ii) the prospects of the Subject Property, including:- ▪ close proximity to the existing factory premises of HLT, which will facilitate more effective administration and management functions to be carried out by the management of HLT over the two factory premises; ▪ suitability, in terms of land/factory size, accessibility and readily available infrastructure, to cater for the production expansion plan of HLT. 2.5 Source of funding The Company intends to fund the Proposed Acquisition through internal funds of HLT and its subsidiaries (“HLT Group” or “Group”). 2.6 Assumption of liabilities HLT and/or HLA will not assume any liabilities, including contingent liabilities and guarantees, pursuant to the Proposed Acquisition. 2.7 Estimated financial commitment The Board does not foresee any additional financial commitment arising from the Proposed Acquisition, save for the Purchase Consideration and the capital expenditures to be incurred and financed by HLA (the exact quantum of which have yet to be finalised and determined at this juncture) for the setting-up of production facilities, such as overhead crane and production machineries, at the Subject Property for the fabrication of glove-dipping lines. 3.0 SALIENT TERMS OF THE SPA 3.1 Purchase Consideration The Purchase Consideration of RM16,250,000 will be payable to the Vendor in the following manner:- 2 (a) Simultaneously with the execution of the SPA, HLA shall pay to the Vendor a sum of RM1,625,000, representing ten per centum (10%) of the Purchase Consideration (“Deposit”). (b) Simultaneously with the execution of the SPA, HLA shall deposit with the stakeholder’s solicitors as stakeholder for the Vendor the balance Purchase Consideration of RM14,625,000, representing ninety per centum (90%) of the Purchase Consideration (“Balance Purchase Consideration”). 3.2 Other salient terms The salient terms of the SPA, including Conditions Precedent, Non Registration of Transfer, Default by Purchaser and Vendor’s default are set out in Appendix I of this announcement. 4.0 RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition serves to expand the Group’s production capacity of glove-dipping lines capitalising on the increasing application of rubber gloves driven by the growing demand in the global and domestic healthcare industry and other end-user markets, such as the manufacturing industry and the food and beverages services sector as more particularly set out in Section 6.2 of this announcement. Driven by the strong demand for rubber gloves, many companies have ventured/diversified into rubber gloves manufacturing since last year and at the same time, a number of existing rubber gloves manufacturers are in the midst of stepping-up their production capacity. In view of the favourable prospects of the rubber gloves industry, the proposed expansion of production capacity through the Proposed Acquisition would enable HLA to secure/undertake more orders for the fabrication of glove-dipping lines from its existing/new customers, thereby enhancing the revenue, profitability and future sustainability of the Group. Currently, the Group is operating at its peak production capacity. Through the Proposed Acquisition, HLT would be able to increase its production capacity of glove-dipping lines by approximately 80%. 5.0 RISK FACTORS 5.1 Non-completion risk The Proposed Acquisition is conditional upon fulfilment of the conditions precedent to the SPA. There is a possibility that the Proposed Acquisition cannot be completed within the respective time period permitted under the SPA due to failure in fulfilling the conditions precedent as set out therein. In the event that the conditions precedent are not fulfilled within the stipulated time period or in the event any approvals shall contain terms which are not acceptable to the parties to the SPA, the completion of the Proposed Acquisition may be affected. In this regard, the Board shall take reasonable steps to ensure that there is no delay in fulfilling all the conditions precedent to the SPA by the parties concerned and should there be any delay beyond the agreed time period, the Board shall negotiate with the relevant parties to the SPA to mutually extend the said period prior to its expiry. 5.2 Compulsory Acquisition by the Government of Malaysia The Government of Malaysia has the power to compulsorily acquire any land in Malaysia pursuant to the provisions of the applicable legislation including the Land Acquisition Act, 1960. In the event of any compulsory acquisition of property in Malaysia, the amount of compensation to be awarded is based on the fair market value of the property and is assessed on the basis prescribed in the Land Acquisition Act, 1960 and other relevant laws or regulations. If the Subject Property is compulsorily acquired by the Government of Malaysia at a point in time when the market value of the Subject Property is lower, the compensation amount paid to the Group might be less than the Purchase Consideration. This might result in an adverse impact to the financial result of the Group. Should such circumstances arise, HLT will seek to minimise any potential losses from such transaction, including invoking the relevant provisions of the Land Acquisition Act, 1960 in relation to its rights to submit an objection in respect of the compensation, where necessary. 3 6.0 INDUSTRY OUTLOOK AND PROSPECTS 6.1 Overview and outlook of Malaysian economy The Malaysian economy contracted by 8.3% in the first half of 2020, with a decline of 17.1% in the second quarter. The economy is expected to contract at a slower pace in the second half of the year, aided by the speedy implementation of various stimulus packages to support the people and revitalise the economy. In 2020, the economy is expected to contract by 4.5% (2019: 4.3%). The impact of the packages is anticipated to have spill-over effects and provide an additional boost to the economy in 2021. With the anticipated improvement in global growth and international trade, the Malaysian economy is projected to rebound between 6.5% and 7.5% in 2021. Growth will continue to be supported by strong economic fundamentals and a well-diversified economy.
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