press release for immediate release - Bursa Malaysia

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Sep 15, 2015 - conditional share sale agreements (“the agreements”) for the proposed acquisition of the entire equit
PRESS RELEASE FOR IMMEDIATE RELEASE

FUTUTECH INKS RM458 MILLION ACQUISITION AGREEMENTS Construction Order Book to increase to RM2.86billion KUALA LUMPUR, MALAYSIA (15 SEPTEMBER 2015) – Fututech Berhad (“Fututech” or the “Company”) a notable construction and property development company today entered into conditional share sale agreements (“the agreements”) for the proposed acquisition of the entire equity interest in Kerjaya Prospek (M) Sdn Bhd (“Kerjaya Prospek”) and Permatang Bakti Sdn Bhd (“Permatang Bakti”) (“Proposed Acquisitions”). Kerjaya Prospek, principally engaged in the business of building construction, is owned by the Company’s Executive Chairman, Datuk Tee Eng Ho (25%) and its Executive Directors Datin Toh Siew Chuon (25%) and Tee Eng Seng (50%) (“the Vendors”). Likewise, Permatang Bakti, also principally engaged in building construction, is jointly held by Datuk Tee (75%) and Datin Toh (25%). The Proposed Acquisitions by Fututech of the entire issued and paid up share capital of Kerjaya Prospek and Permatang Bakti for a total consideration of RM458.0 million will be satisfied as follows: 1. Proposed acquisition of Kerjaya Prospek for a consideration of RM438.0 million a) RM35.2 million in cash b) RM42.8 million via the issuance of Fututech Shares at an issue price of RM1.16 per Share c) RM360.0 million via the issuance of new Redeemable Convertible Preference Shares of RM0.50 each in Fututech (“RCPS”) at an issue price of RM1.16 per RCPS The fair market value of Kerjaya Prospek, appraised by Ernst & Young Malaysia (EY), which ranges from RM450 million to RM500 million was derived using the discounted cash flow (“DCF”) method as a primary basis of valuation. The valuation process took into consideration the construction order book and financial position of Kerjaya Prospek as at 30 June 2015.

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2. Proposed acquisition of Permatang Bakti for a cash consideration of RM20.0 million The fair market value of Permatang Bakti, as appraised by EY, ranges from RM17 million to RM20 million and was derived using the DCF method as a primary basis of valuation, taking into account the estimated remaining value of Permatang Bakti’s on-going projects as well as contracts awarded to it as at 30 June 2015 as well as prospective future projects on a goingconcern basis. Under the agreement, the Vendors also have non-competition undertakings, subject to them owning more than 50.1% shareholdings and having executive positions in Fututech. The total cash consideration of RM55.2 million will be funded via a combination of internally generated funds and/or bank borrowings. Datuk Tee Eng Ho, the Executive Chairman of Fututech said: “I want to transform Fututech into a premium contractor with a focus on the captive market for high rise projects. The proposed acquisition, once concluded will present Fututech with an enlarged construction order book of approximately RM2.86 billion and in turn enhance the Company’s financial performance moving forward. Fututech’s current order book stands at RM121 million, while the combined order book for Kerjaya Prospek and Permatang Bakti is RM2.74 billion, thus giving an enlarged construction order book of RM2.86 billion once the proposed acquisition is completed. “Furthermore the proposed acquisition of Kerjaya Prospek will come with an aggregated profit guarantee of RM150.0 million for three (3) years. So this proposed acquisition itself presents an immediate and guaranteed value for the Company once the exercise is completed.” Datuk further added. Fututech’s current construction portfolio comprises of The Shore in Melaka, Bandar Tanjung Pinang Phase 2 and a 73-unit residential project in Bukit Serdang. For property development, the Company has a mixed development in Gohtong Jaya, Genting Highlands known as Vista Residences and a 349-unit apartment development at Monterez Golf and Country Club in Shah Alam. In addition to the Company’s announcement on the Proposed Acquisitions, the Company also announced a Proposed Private Placement entailing 100 million new Fututech Shares at an issue price to be determined and place(s) to be identified at a later stage. AmInvestment Bank and Astramina have been appointed as the Joint Advisers for the Proposals. CIMB Investment Bank Berhad ("CIMB IB") has been appointed as the Sole Global Coordinator and CIMB IB and AmInvestment Bank have been appointed as the Joint Placement Agents for the Proposed Private Placement. ______________________________________________________________________________

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About Fututech Berhad Fututech Berhad (“Fututech” or the “Group”) was founded in 1984, which primarily focused on the design, manufacturing and marketing of lighting productions and premium kitchen cabinetry. Through the years, Fututech expanded its expertise into building construction, project management, interior fit-out, and miscellaneous construction related services for the premium residential property segment. Today, the Group is a premium construction contractor with a first-class client portfolio including SP Setia, E&O and Eco World. More recently, Fututech has expanded into property development with two projects in the pipeline in Gohtong Jaya and Monterez with a total gross development value of RM500 million. For more information about Fututech Group, please visit www.fututech.com.my. For further media inquiries please contact: Jasmine Cheung E-mail: [email protected]

| Mobile: +6012 645 2688

Sandra Tan E-mail: [email protected]

| Mobile: +6017 395 0122

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