Aug 25, 2015 - development of thirty-seven (37) units of double storey shop lots, one hundred and eighty-two (182) units
Company Subject Description 1.
: DPS Resources Berhad (“DPS” or “the Company”) : Memorandum of Understanding : Memorandum of Understanding executed between Shantawood Sdn Bhd (“SSB”) and Diamond Terrace Sdn. Bhd (“DTSB”)
INTRODUCTION The Board of Directors of DPS (“Board”) wishes to announce that its wholly-owned subsidiary, Shantawood Sdn Bhd (“SSB”) has on 25 August 2015 entered into a Memorandum of Understanding (“MOU”) with Diamond Terrace Sdn. Bhd. (“DTSB”) to jointly develop all pieces of freehold land known as Lot No. 1207 GRN 17344, Lot No. 1208 GRN 17343 and Lot No. 1210 GRN 17345, Mukim of Tanjung Minyak, District of Malacca, State of Malacca (“the Land”) measuring in aggregate approximately 38 acres in area into mixed property development. SSB and DTSB are hereinafter collectively referred to as the “Parties”.
2.
SALIENT TERM OF MOU The salient terms of the MOU shall be as follows:(i)
DTSB is the legal, registered and beneficial owner of the Land measuring approximately 38 acres in area, whilst, SSB has the necessary expertise to undertake the development of the Land.
(ii)
The Land has been approved for mix property development which comprise development of thirty-seven (37) units of double storey shop lots, one hundred and eighty-two (182) units of single storey terrace houses, eighty (80) units of single storey bungalows, seventy-one (71) units single-storey low cost houses and one hundred sixty-eight (168) units of four-storey low cost houses by Jabatan Perancangan Bandar Majlis Bandaraya Bersejarah (“JPBMBB”) on 3 October 2011 (“Project”). The Project shall have an estimated gross development value of RM166.28 million.
(iii)
SSB is solely responsible for the development of the Project and to obtain all necessary legislative and administrative approvals for the Project from the relevant authorities in Malaysia. DTSB will assume the role of landowner for the Project.
(iv)
Moving forward, the Parties shall map out the details of the joint venture agreement (“JVA”) and other relevant documentation. The parties agree that, amongst others, the completion of a legal and financial due diligence as well as a technical feasibility study shall be undertaken by SSB prior to the execution of the JVA and other relevant documentation.
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3.
INFORMATION OF SSB SSB is the wholly-owned subsidiary of DPS. It was incorporated in Malaysia on 9 April 1994 under the Companies Act, 1965 (“Act”) as a private limited company under the name of Shantawood Manufacturing Sdn Bhd. It adopted its present name on 31 December 2013. As at to-date, it has an authorised share capital of RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each, of which all shares have been issued and paid-up. SSB is principally engaged in manufacturing of furniture, rooftruss, provision of kiln-drying, trading in furniture and property development. In 2nd Quarter of 2013, SSB, via a joint venture had embarked on the development of 44 units of single storey houses and 10 units shop houses on three (3) parcels of land known as Lot 3949, Lot 3950 and Lot 3951 held in Mukim Tanjong Minyak, District of Melaka Tengah, State of Melaka Bersejarah held under Pajakan Mukim 2297, 2298 and 2299 respectively (“TM Land”) with gross development value (“GDV”) of RM11.88 million. Barring unforeseen circumstances, SSB expects to complete the TM Land Project by end of 2015. In December 2014, SSB via another joint venture, had commenced earthwork on Lot 18565 and Lot 18566 held in Mukim Krubong, State of Melaka Bandaraya Bersejarah held under Geran Mukim MCL 773 and 772 respectively (“Phase 1 of Krubong Land”). Phase 1 of Krubong Land has been approved by JPBMBMB on 2 August 2012 for housing developments which comprise proposed development of eighty-nine (89) units of single-storey terrace houses. Presently, SSB is the process of submitting a new building plan for Phase 1 of Krubong Land to maximise the usage of certain portion of the Land. Barring unforeseen circumstances, the approval for the new building plan shall be forthcoming by end December 2015. The construction works for Phase 1 of Krubong Land shall commence in 1st half of 2016 and is expected to complete within 24 months from the date of commencement.
4.
INFORMATION OF DTSB DTSB was incorporated in Malaysia on 27 July 2004 under the Act as a private limited company under the present name. As at to-date, it has an authorised share capital of RM10,000,000 comprising 10,000,000 ordinary shares of RM1.00 each, of which 9,600,000 shares have been issued and paid-up. DTSB is the legal, registered and beneficial owner of the Land measuring approximately 38 acres in area.
5.
EFFECTS OF THE MOU The MOU merely sets out the general understanding of the proposed structure of the negotiations to be carried out between the parties in relation to the JVA and is subject to the execution of the JVA. This MOU is not intended to have legal force or binding effect until the JVA has been executed by the parties. It is the intention of the Parties to execute the JVA within six (6) months from the date hereof. The MOU is not expected to have any material effect on the revenue and earnings for the financial year ending 31 December 2015. The proposed joint venture between the Parties is expected to contribute positively to the future earnings of DPS and its subsidiaries (“DPS Group”). 2
6.
APPROVALS REQUIRED The MOU is not subject to the approval of shareholders of the Company or any regulatory authorities.
7.
INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of DPS and/or persons connected to them have any interest, direct or indirect, in the MOU.
8.
DIRECTORS’ STATEMENT The Board is of the opinion that the MOU is in the best interest of the Company.
9.
DOCUMENTS AVAILABLE FOR INSPECTION The MOU is available for inspection by shareholders of DPS at the registered office situated at No. 50-1, 52-1 & 54-1, Jalan BPM 2, Taman Bukit Piatu Mutiara, 75150 Melaka, during office hours from Mondays to Friday (except public holidays) for a period of 1 month from the date of this announcement.
This announcement is dated 25 August 2015.
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