1. INTRODUCTION

The Board of Directors of Sarawak Oil Palms Berhad (“SOPB” or “Company”) wishes to announce that SOPB had on 1 December 2020 entered into a conditional Sale and Purchase Agreement (“SPA”) with (1) Chiong Ho Ling Sdn. Bhd. (“Vendor 1”) and Ling Chiong Ping and Ling Lu Siong (“Vendor 2”) (collectively “Vendors”) to acquire two (2) parcel of  vacant lands for a total consideration of RM11,500,000.00 (“Proposed Acquisition”).

2.INFORMATION OF VENDORS

(a) Vendor 1

Chiong Ho Ling Sdn. Bhd., a company incorporated in Malaysia on 12 May 1998 and having its registered address at Lot 515, Jalan Datuk Edward Jeli, Piasau Industrial Estate, 98000 Miri, Sarawak. Chiong Ho Ling Sdn. Bhd.’s principal activities are investment holdings and letting of properties. The shareholders of Chiong Ho Ling Sdn. Bhd. are Tan Sri Datuk Ling Chiong Ho, Puan Sri Tiong Pick Ling, Ling Lu Kuang, Ling Lu Kiong and Ling Pau Pau.

Directors of Chiong Ho Ling Sdn. Bhd. are -

• Tan Sri Datuk Ling Chiong Ho
• Puan Sri Tiong Pick Ling
• Ling Lu Kuang
• Ling Lu Kiong
• Ling Pau Pau
• Tang Tiong Ing

Chiong Ho Ling Sdn. Bhd. is the registered proprietor of Lot 1007, Block 9 Miri Concession Land District consists an area of 947.29999 sq metres more or less (“Lot 1007”).

(b) Vendor 2

Ling Chiong Pin and Ling Lu Siong are the registered proprietors of Lot 275, Miri Concession Land District consists an area of 1,084.59998 sq metres more or less (“Lot 275”).

3. INFORMATION OF THE PROPOSED ACQUISITIONS

3.1The details of the Lands are as follows:-

Lot 1007 Block 9 and 275 (“Lands”) are vacant and adjoining parcel of lands situated along Jalan Merbau within Miri City.

The Lands have been granted provisional planning approval in principle by the Competent Planning Authority for variation of title condition (AVTC) and amalgamation vide approved plan No.4D(SPA20-11)A(1.12 to 12/12) dated 27th August 2014 and Land & Surveys, Miri’s Letter bearing reference No.4/TP/4D/29/2012/1(DIV) dated 8 September 2014 for the proposed building for Budget Hotel of 20-Storeys.

The Lands are accessible from roads network within Miri City Centre. The properties within the vicinity are for variety of land uses ranging from residential to commercial uses.

3.2 Basis of Consideration

The purchase consideration was arrived at between the parties on a “willing-buyer wiling-seller” basis after taking into consideration, amongst others, the following:

(a)   the location and prospects of the Lands, its strategic locations within Miri City Centre with readily public infrastructure and connectivity.

(b)   the indicative market valuation report by CH Williams Talhar Wong & Yeo dated 17 August 2020 for the Lands with development planning approval for hotel development was valued at RM11,700,000.

3.3 Salient Terms of SPA

The salient terms of SPA are as follows:-

4. RATIONALE FOR THE PROPOSED ACQUISITION

SOPB plans to construct a corporate office which shall allow the consolidation of the rented offices currently situated around various location. This consolidation of corporate office shall result in savings in rental and office staff operational efficiency.

5. SOURCE OF FINANCING

The purchase consideration will be funded from internally generated funds and/or financial institution.

6. RISKS IN RELATION TO THE PROPOSED ACQUISITION

The completion of the Proposed Acquisition is conditional upon the fulfilment of all necessary conditions as set out in Section 3.3 above. In the event that such approvals and/or conditions are not obtained and/or satisfied, the Purchaser shall reserve the rights to extend, waive and/or terminate the SPA.

7. FINANCIAL EFFECTS OF THE PROPOSED ACQUIITIONS

The Proposed Acquisition are not expected to have any material effects on earning per share, net assets per share, gearing, share capital and substantial shareholders’ shareholdings of SOPB for the financial year ended 31 December 2020.

8. APPROVALS REQUIRED

The Proposed Acquisition are not subject to the approval of the shareholders of SOPB or any regulatory authorities.

9. INTEREST OF DIRECTORS AND MAJOR SHAREHOLDERS

Save as disclosed below, none of the directors and/or major shareholders of SOPB and/or persons connected to them have any interest, direct or indirect, in the Proposed Acquisition.

(a) Tan Sri Datuk Ling Chiong Ho (“TSDLCH”) is the Group Executive Chairman, a Director of SOPB. He is also a substantial shareholder and a deemed major shareholder of SOPB by virtue to shares held by Shin Yang Plantation Sdn. Bhd. TSDLCH is deemed interested in the Proposed Acquisition being he is a director and a shareholder of Chiong Ho Ling Sdn. Bhd. and a person connected to Puan Sri Tiong Pick Ling, Ling Lu Kuang, Ling Lu Kiong and Ling Pau Pau who are also the directors and shareholders of Chiong Ho Ling Sdn. Bhd.

TSDLCH is also brother of Ling Chiong Pin and uncle of Ling Lu Siong. Ling Chiong Pin and Ling Lu Siong are the registered owners of Lot 275 Miri Concession Land District. Ling Chiong Pin is a shareholder and a deemed major shareholder of SOPB by virtue of shares held by Shin Yang Plantation Sdn Bhd.

(b) Ling Chiong Sing is the Non-Independent Non-Executive Director of SOPB and a deemed major shareholder of SOPB by virtue of shares held by Shin Yang Plantation Sdn. Bhd. He is also deemed interested in the Proposed Acquisition being he is the brother to TSDLC and Ling Chiong Pin and uncle of Ling Lu Kuang, Ling Lu Kiong, Ling Pau Pau and Ling Lu Siong.

(c) Ling Lu Kuang is the Non-Independent Non-Executive Director of SOPB. Ling Lu Kuang is a representative of Shin Yang Group. He is also deemed interested in the Proposed Acquisition as he is a director and shareholder of Chiong Ho Ling Sdn. Bhd. and a person connected to Tan Sri Datuk Ling Chiong Ho, Puan Sri Tiong Pick Ling, Ling Lu Kiong and Ling Pau Pau, who are also the directors and shareholders of Chiong Ho Ling Sdn. Bhd.; and also nephew of Ling Chiong Pin and cousin of Ling Lu Siong.

(d) Tang Tiong Ing is the Non-Independent Non-Executive Director of SOPB. He is also deemed interested in the Proposed Acquisition is a representative of Shin Yang Group and a Director of Chiong Ho Ling Sdn. Bhd.

10. STATEMENT BY AUDIT COMMITTEE

The Audit Committee has considered all aspects of the Proposed Acquisition and is of opinion that the Proposed Acquisition are:-

(a) in the best interests of the Company;

(b) fair, reasonable and on normal commercial terms; and

(c) not detrimental to the interest of the non-interested shareholders.

11. -STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of SOPB (other than the Directors who has abstained as stated in Section 9 above), having considered all aspects of the Proposed Acquisition including but not limited to the basis, rationale and financial effects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition are fair and reasonable and are in the best interest of the Group and are not detrimental to the interest of the non-interested shareholders.

12. ESTIMATED TIME FRAME FOR COMPLETION

The Proposed Acquisition are expected to be completed within three (3) months from Cut-Off Date/Extended Cut-Off Date, where the conditions precedent under the SPA have been fulfilled by the Vendors.

13. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Acquisition pursuant to Chapter 10 of the Main Market Listing Requirements is 0.57%.

14. DOCUMENTS FOR INSPECTION

The SPA is available for inspection during normal business hours at SOPB’s registered office, No.124-126, Jalan Bendahara, 98000 Miri, Sarawak from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 1 December 2020.