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General Announcement |
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Company
Name |
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TALAM CORPORATION BERHAD |
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Stock
Name |
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TALAM |
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Date
Announced |
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10/04/2007 |
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Type |
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Announcement |
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Subject |
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TALAM CORPORATION BERHAD ["TALAM or the Company"] |
Contents :
1. INTRODUCTION
The Board of Directors of Talam
wishes to announce that its subsidiary, Europlus Corporation Sdn Bhd (Company
No. 212846-A) ("ECSB"), has on 10 April 2007 entered into a Sale and
Purchase Agreement ("S&P Agreement") with Tesco Stores (Malaysia)
Sdn Bhd (Company No. 521419-K) ("Tesco") to dispose of a portion of a
freehold land in Bukit Beruntung held under Geran 54346 Lot 15754 Seksyen 20,
Bandar Serendah, Daerah Serendah, Daerah Ulu Selangor, Selangor Darul Ehsan
measuring approximately 1,093,356 square feet or 25.1 acres in area ("Sale
Land") to Tesco, at a total consideration of RM18,587,052.00
("Proposed Disposal").
2. DETAILS ON PROPOSED DISPOSAL
2.1 ECSB is the registered owner of the Sale Land.
2.2 The Sale Land will be disposed free from all encumbrances
and with vacant possession.
3. INFORMATION ON ECSB
ECSB was incorporated on 21
February 1991 under the Companies Act, 1965 with its registered office at Suite
2.05, Level 2, Menara Maxisegar, Jalan Pandan Indah 4/2, Pandan Indah, 55100
Kuala Lumpur.
The authorised share capital is RM200,000,000.00 divided into 50,000,000
ordinary shares of RM1.00 each, 50,000,000 Cumulative Redeemable Preference
Shares of RM1.00 each, 50,000,000 5% Non-Cumulative Redeemable Preference
Shares of RM1.00 each and 50,000,000 5% Non-Cumulative Irredeemable Preference
Shares of RM1.00 each.
The issued and paid-up capital of ECSB is RM55,000,000.00 divided into
1,975,000 ordinary shares of RM1.00 each, 50,000,000 5% Non-Cumulative
Redeemable Preference Shares of RM1.00 each and 3,025,000 5% Non-Cumulative
Irredeemable Preference Shares of RM1.00 each.
The principal activities of ECSB are property development, investment holding
and construction activities.
4. INFORMATION ON TESCO
Tesco is a company incorporated in
Malaysia and having its registered office at 22nd Floor, Menara EON Bank, 288,
Jalan Raja Laut, 50350 Kuala Lumpur.
5. ORIGINAL COST OF INVESTMENT
The Company's original cost of
investment of the Sale Land is RM9.3 million and the date of the investment is
on 18 December 1991.
6. UTILISATION OF PROCEEDS
The net proceeds generated from the Proposed Disposal will be utilised to pare
down the Groups borrowing and sales related expenses.
7. CONDITIONS PRECEDENT
The Proposed Disposal is subject
to the fulfillment of the following conditions precedent inter alia set out in
the S& P Agreement:-
(a) the approval of the Foreign Investment Committee and the Ministry of
Domestic Trade and Consumer Affairs for the purchase of the Sale Land by Tesco;
(b) the approval of the Relevant Authority of the State of Selangor Darul Ehsan
for the acquisition of the Sale Land by Tesco.
(c) the approval of subdivision of the Land from the relevant Authority of
State of Selangor.
(d) the approval for the planning,
development order and building plan by the municipal council for the purpose of
distribution center.
8. 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 (7) above.
9. RATIONALE FOR THE PROPOSED DISPOSAL
The Directors of Talam are of the
opinion that the Proposed Disposal is in the best interests of the Company and
will reduce its gearing and enhance the development in this location.
10. FINANCIAL EFFECT
10.1 Share Capital
The Proposed Disposal will not
have any effect on the issued and paid-up share capital of Talam.
10.2 Net Tangible Assets
("NTA")
The Proposed Disposal is not
expected to have any material effect on the NTA of Talam Group for the year
ending 31 January 2008.
10.3 Earnings
The Proposed Disposal will not
have any material effect on the earnings of Talam Group for the financial year
ending 31 January 2008. The Proposed Disposal will result in a one off loss of
RM0.8 million.
11. DIRECTORS' RECOMMENDATION
The Board of Directors of Talam
are of the opinion that the Proposed Disposal is in the best interest of Talam.
12. 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.