MJPERAK

0.310

(%)

PROPOSED ACQUISITION BY MJPERAK OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("TARGET COMPANIES") FROM CHEONG MEE YOKE, TEOH OO SENG AND TAN KENG HENG FOR A TOTAL CASH CONSIDERATION OF RM9,800,000 ("PROPOSED ACQUISITION")

MAJUPERAK HOLDINGS BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-04082022-00002
Subject PROPOSED ACQUISITION BY MJPERAK OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("TARGET COMPANIES") FROM CHEONG MEE YOKE, TEOH OO SENG AND TAN KENG HENG FOR A TOTAL CASH CONSIDERATION OF RM9,800,000 ("PROPOSED ACQUISITION")
Description
MAJUPERAK HOLDINGS BERHAD ("MHB" or "the Company")

SHARE SALE AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD ("AGPS") AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("AGPSP") ["TARGET COMPANIES"] BY MAJUPERAK HOLDINGS BERHAD ("MHB", "Purchaser" or "the Company")
Query Letter Contents

We refer to your Company’s announcement dated 2 August 2022, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1)     Further information on the Target Companies, including the financial year end, total amount of the outstanding order book, the ownership of any property assets, the net assets based on the audited financial statements for the past 3 years and the management’s commentaries on the past financial performance.

2)     List of all property development and real estates that are currently managed by the Target Companies, including the tenure, expiry date, term of renewal, annual management fee, etc.

3)     Bases and assumptions in deriving at the Annual Guaranteed PBT together with its reasonableness based on the past financial performance.

4)     Further clarification on the reason as to why the Annual Guaranteed PBT is based on the combined Target Companies.

5)     Further justification on how the Purchase Consideration of RM9.8 million was arrived at after taking into consideration the Annual Guaranteed PBT of up to RM1.86 million and the total amount of the outstanding order book of the Target Companies. Please also provide further explanation on the reason for excluding the net assets as the basis in deriving at the Purchase Consideration.

6)     A statement by the board of directors of MJPerak to confirm whether the formula for the Adjusted Purchase Consideration is fair and reasonable, together with its justification.

7)     Termination clauses for the Agreement in the event that the conditions precedents are not fulfilled or met.

8)     Given that the JV Agreement shall be inter-conditional to the Agreement, please provide the salient terms of the JV Agreement, including but not limited to the respective roles of the Target Companies and the JV Company, breakdown of the total capital and investment outlay from each party, sources of funds for financing the JV Company and board composition.

9)     Details of the relevant rules that stipulate the licensed holder for Facilities Management Company shall be the majority shareholder.

10)   It is disclosed that the Proposed Acquisition represents a strategic investment for MJPerak to enable its Group to be entitled for the future income streams arising from the property management services carried out by the Target Companies. In this regard, please explain further on the rationale for MJPerak to acquire only 49% equity interest in the Target Companies as this will not allow the contribution of the Target Companies being consolidated into the MJPerak group of financial statements.

11)    Rationale for only acquiring the Target Companies, which are part of the Allied Group and excluding the Same Name Companies, which is in direct and indirect competition with the Target Companies, from the Proposed Acquisition.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully,

Listing

Regulation
 

Cc : Market Surveillance Dept. , Securities Commission 

We refer to Bursa Malaysia Securities Berhad’s Query (Ref. Number: IQL-04082022-00002) dated 4 August 2022 in relation to Majuperak Holdings Berhad’s ("MHB", "Purchaser" or "the Company") announcement dated 2 August 2022 in relation to the Share Sale Agreement to the Proposed Acquisition of 49% Equity Interest in Allied Group Property Services Sdn Bhd ("AGPS") and Allied Group Property Services (Penang) Sdn Bhd ("AGPSP") ["Target Companies"] by the Company. 

 

Please find attached on our reply for additional information and clarification for public release.

 

This announcement is dated 5 August 2022.

 

 



Please refer attachment below.



Announcement Info

Company Name MAJUPERAK HOLDINGS BERHAD
Stock Name MJPERAK
Date Announced 05 Aug 2022
Category General Announcement for PLC
Reference Number GA1-05082022-00039