General Announcement Reference No TC-070419-55806

Company Name	:	TALAM CORPORATION BERHAD
Stock Name	:	TALAM
Date Announced	:	19/04/2007

Type	:	Announcement
Subject	:	TALAM CORPORATION BERHAD [“TALAM or the Company”] PROPOSED DISPOSAL OF A LEASEHOLD LAND HELD UNDER PM 1038, LOT 2374, MUKIM OF EMPANGAN, DISTRICT OF ULU LANGAT, STATE OF SELANGOR TOGETHER WITH A HOSPITAL OFFICE BUILDING OF 6 FLOORS AND A MEDICAL OFFICERS’ BLOCK OF 3 FLOORS BY PANDAN INDAH MEDICAL MANAGEMENT SDN BHD, A WHOLLY OWNED SUBSIDIARY OF TALAM, TO HOSPITAL PANTAI INDAH SDN BHD FOR A TOTAL CONSIDERATION OF RM63,500,000.00.

Contents :

1. INTRODUCTION

The Board of Directors of Talam wishes to announce that its wholly owned subsidiary, Pandan Indah Medical Management Sdn Bhd (Company No. 238224-T) (“PIMMSB”), has on 19 April 2007 entered into a Sale and Purchase Agreement (“S&P Agreement”) with Hospital Pantai Indah Sdn Bhd (Company No. 578148-T) (“HPISB”) to dispose of a piece of leasehold land held under PM 1038, Lot 2374, Mukim of Empangan, District of Ulu Langat, State of Selangor (“Land”) together with a hospital office building of 6 floors and a medical officers’ block of 3 floors (“Building”) (collectively referred to as the “Property”) together with all the fixtures and fitting (“F&F”), to HPISB for a total consideration of RM63,500,000.00 (“Proposed Disposal”).

2. INFORMATION ON PIMMSB

PIMMSB was incorporated on 21 April 1992 under the Companies Act, 1965 with its registered office at Suite 2.05, Level 2, Menara Maxisegar, Jalan Pandan Indah 4/6, Pandan Indah, 55100 Kuala Lumpur. The authorised share capital is RM1,000,000.00 divided into 350,000 ordinary shares of RM1.00 each and 650,000 5% cumulative redeemable preference shares of RM1.00 each of which RM421,100.00 divided into 207,800 Ordinary Shares of RM1.00 each and 213,300 5% cumulative redeemable preference shares of RM1.00 each have been issued and fully paid up.

The principal activities of PIMMSB are property development and investment holding.

3. INFORMATION ON HPISB

HPISB is a company incorporated in Malaysia under the Companies Act, 1965 and haing its registered office at 3 Floor, Block B, Pantai Medical Centre, No. 8 Jalan Bukit Pantai, 59100 Kuala Lumpur.

4. ORIGINAL COST OF INVESTMENT

The Company’s original cost of investment of the Property is RM40,049,350 and the date of completion of the hospital buildings is on 19 September 2000.

5. UTILISATION OF PROCEEDS

The net proceeds generated from the Proposed Disposal will be utilised to repay the borrowing and sales related expenses.

6. CONDITIONS PRECEDENT

The Proposed Disposal is conditional upon:-

(i) the obtaining of the consent of the Foreign Investment Committee by HPISB;
(ii) the obtaining of the consent of the State Authority pursuant to the restriction in interest endorsed on the title to the Property;
(iii) the written authorization and consent of Malaysian Trustee Berhad as trustee and agent for the Sukuk Al-Ijarah holders.; and
(iv) the approval from the Securities Commission on the variation of the terms of Sukuk Al-Ijarah Financing.

7. APPROVALS

The Proposed Disposal is not subject to the approval of Talam’s shareholders and is not subject to other approvals save for the approvals as mentioned in item (6) above.

This announcement will be circulated to the shareholders of Talam pursuant to Listing Requirements of Bursa Malaysia Securities Berhad for their information.

8. RATIONALE FOR THE PROPOSED DISPOSAL

The Directors of Talam are of the opinion that the Proposed Disposal is in the best interest of Talam and will pare down the borrowing of Talam Group.

9. FINANCIAL EFFECT

9.1 Share Capital

The Proposed Disposal will not have any effect on the issued and paid-up share capital of Talam.

9.2 Net Tangible Assets and Earnings

The Proposed Disposal is not expected to have any material effect on the NTA and earning per share of Talam Group for the year ending 31 January 2008. The disposal will result in a one-off gain of RM21,265,647.

10. DIRECTORS’ RECOMMENDATION

The Board of Directors of Talam, after taking into consideration of all financial and other factors, is of the opinion that the Proposed Disposal is in the best interest of Talam.

11. DIRECTORS AND MAJOR SHAREHOLDERS’ INTEREST

None of the directors and/or the major shareholders of Talam and/or persons connected with a director or major shareholders have any interest, direct or indirect in the Proposed Disposal.

 

Back