Nov 9, 2015 - Negeri Perak Darul Ridzuan for a term of 60 years with an option to renew for a further period of 30 years
FIMA CORPORATION BERHAD (Company No: 21185-P) EXECUTION OF SHARE SALE AGREEMENT BETWEEN FCB PLANTATION HOLDINGS SDN BHD (COMPANY NO. 270659-U), A WHOLLY-OWNED SUBSIDIARY OF FIMA CORPORATION BERHAD (“FIMACORP” OR “COMPANY”) AND AHMAD FAIZEL BIN ABDUL KARIM AND FARAH DEBA BINTI OMAR IN RELATION TO THE SALE AND PURCHASE OF 140,000 ORDINARY SHARES OF RM1.00 EACH IN THE ISSUED AND PAID UP SHARE CAPITAL OF R.N.E PLANTATION SDN BHD FOR A TOTAL PURCHASE CONSIDERATION OF RM4.2 MILLION
1.
INTRODUCTION Reference is made to the announcement dated 14 September 2015 (“Announcement”) made by the Company pertaining to the acceptance of a letter of offer dated 14 September 2015 (“Letter of Offer”) by its wholly-owned subsidiary, FCB Plantation Holdings Sdn Bhd (Company No. 270659-U) (“FCBPH”) from Ahmad Faizel bin Abdul Karim and Farah Deba binti Omar (collectively referred to as “Vendors”) (the Vendors and FCBPH shall collectively be referred to as the “Parties”) for the acquisition of 140,000 ordinary shares of RM1.00 each in R.N.E Plantation Sdn Bhd (Company No. 1067900-V) (“R.N.E Plantation”), representing seventy percent (70%) of the total issued and paid up share capital of R.N.E Plantation (“Sale Shares”) by FCBPH from the Vendors for a total purchase consideration of RM4.2 million (“Proposed Transaction”). Unless otherwise stated, defined terms used in this announcement shall carry the same meanings as defined in the Announcement. The Board of Directors of FIMACORP (“Board”) wishes to announce that on 9 November 2015, the Parties had entered into a Share Sale Agreement (“SSA”) for the Proposed Transaction.
2.
DETAILS OF THE PROPOSED TRANSACTION FCBPH had on 14 September 2015 accepted the terms of the Letter of Offer in relation to the Proposed Transaction and paid a sum of RM2,100,000 as refundable earnest deposit to the Vendors pursuant to the terms set out therein. Subject to the terms and conditions of the SSA, the Vendors shall sell, and FCBPH shall purchase the Sale Shares on a willing buyer and willing seller basis, free from all encumbrances and with all rights, benefits and entitlements, together with all dividends and distributions attaching to the Sale Shares from the completion date of the Proposed Transaction (“Completion Date”). Upon the completion of the Proposed Transaction, the shareholders’ respective shareholding in the R.N.E Plantation shall be as follows:
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Shareholders
No. of Shares
Percentage of shareholding in R.N.E Plantation
Ahmad Faizel bin Abdul Karim
60,000
30%
FCB Plantation Holdings Sdn Bhd
140,000
70%
TOTAL
200,000
100%
As had been disclosed in the Announcement, R.N.E Plantation had entered into a Lease Agreement with PKEINPk Sdn Berhad (“PKEINPk”) on 13 February 2015, whereupon PKEINPk has agreed to lease to R.N.E Plantation a parcel of land measuring approximately 4,946 acres, deemed suitable for oil palm cultivation, situated in Mukim Sungai Siput, Daerah Kuala Kangsar, Negeri Perak Darul Ridzuan for a term of 60 years with an option to renew for a further period of 30 years. The salient features of the Land are as follows: Titled Land Area 2000 ha
Leasehold Tenure 60 years expiring 3 August 2075
Category of Land Use Tanaman Komersial
Out of the said 2000 hectares, 200 hectares have been earmarked as conservation area. 3.
SALIENT TERMS OF THE SSA Unless otherwise stated herein, the SSA shall carry the same salient terms as disclosed in the Letter of Offer:-
3.1
Basis of Sale and Purchase The sale and purchase of the Sale Share is on the basis that as at the Completion Date:
3.2
(a)
R.N.E Plantation is the registered and beneficial lessee of the Land and has full legal right to deal with the Land as a lessee subject to the conditions of title and restrictions in interest applicable to the Land;
(b)
The Sale Shares are and will be free from any mortgage, charges, pledges, liens, hypothecations, assignments with provision for reassignment or other security interests or arrangements having the same legal or economic effect as any of the foregoing;
(c)
The Lease Agreement will remain valid, existing and effective notwithstanding the completion of this Agreement.
Completion Date The Proposed Transaction shall be completed within two (2) weeks from the date the SSA becomes unconditional or such other date as may be mutually agreed by the Parties, upon the conditions precedent as stated in the SSA (namely the same conditions precedent as disclosed in the Letter of Offer) having been fulfilled, satisfied and/or obtained within a period of three (3) months (or such other extended period as may be mutually agreed between the Parties) from the date of the SSA.
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3.3
Shareholders’ Agreement On the Completion Date, Ahmad Faizel bin Abdul Karim (“Faizel”), FCBPH and R.N.E Plantation shall execute the Shareholders’ Agreement, with a view to regulating the Parties’ equity participation in R.N.E Plantation, their relationship inter-se as shareholders of R.N.E Plantation and generally the conduct and affairs of R.N.E Plantation.
3.4
Assignment of Shareholder’s Loan On the Completion Date, Faizel shall novate and assign all sums representing the shareholders’ loan made by him to R.N.E Plantation pertaining to the lease of the Land (“Lease”) as at the Completion Date (“Shareholder’s Loan”) to FCBPH and FCBPH shall refund to Faizel a sum equivalent to the Shareholder’s Loan accordingly within seven (7) days of the Completion date.
3.5
Shareholder’s Loan Within seven (7) days of the Completion Date, FCBPH shall provide additional shareholder’s loan in such manner and amount as may be necessary for working capital requirements and/or to fund the development and/or the Lease.
3.6
Agreement between R.N.E Plantation and R.N.E Consortium Sdn Bhd (“RNEC”) As soon as reasonably practicable after the Completion Date, the Parties shall take all reasonable steps to negotiate and cause R.N.E Plantation to enter into a Sub-lease Agreement with RNEC in relation to the granting of a sub-lease of the conservation area of the Land from R.N.E Plantation to RNEC pursuant to the terms and conditions acceptable to the Parties.
3.7
Termination If prior to completion of the SSA, a party to the SSA shall have committed an event of default (“Defaulting Party”) which is not capable of remedy or which is capable of remedy but not remedied by the Defaulting Party within twenty one (21) days from the date of receipt of the notice from the other party (“Non Defaulting Party”) detailing such event of default, the Non Defaulting Party shall be entitled to: (a)
(b)
in the case where Purchaser is the Non-Defaulting Party – (i)
terminate the SSA forthwith by notice in writing to the Vendors and claim for refund of the Earnest Deposit and all other monies owing by R.N.E Plantation and/or its nominee or affiliate to FCBPH from the Vendors within ten (10) days from the date of the receipt from FCBPH requesting for such refund without prejudice to all other rights and remedies available at any time to FCBPH; or
(ii)
claim for specific performance.
in the case where the Vendors are the Non-Defaulting Parties, they may terminate the SSA forthwith by notice in writing to FCBPH and forfeit a sum of RM210,000 from the total Earnest Deposit as agreed liquidated damages. The Vendors shall return the balance of the Earnest Deposit, being the sum of RM1,890,000 together with all other monies owing by R.N.E Plantation and/or its nominee or affiliate to FCBPH no later than ten (10) days from the date of the termination notice.
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4.
APPROVALS REQUIRED The SSA does not require any approval from the shareholders of FIMACORP.
5.
ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Board expects the Proposed Transaction to be completed by end of December 2015.
6.
DOCUMENTS FOR INSPECTION The SSA is available for inspection at FIMACORP’s registered office during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 9 November 2015.
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