TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS KUALA LUMPUR KEPONG BERHAD ("KLK" OR THE "COMPANY") (i) PROPOSED ACQUISITION OF 92% EQUITY INTEREST IN PT SATU SEMBILAN DELAPAN ("SSD"); AND (ii) PROPOSED ACQUISITION OF 90% EQUITY INTEREST IN PT TEKUKUR INDAH ("TI") FROM A RELATED PARTY, WHITMORE HOLDINGS SDN. BHD. ("WHSB" OR THE "VENDOR") (COLLECTIVELY REFERRED TO AS THE "PROPOSED ACQUISITION")
| KUALA LUMPUR KEPONG BERHAD |
| Type | Announcement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
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| Description | KUALA LUMPUR KEPONG BERHAD ("KLK" OR THE "COMPANY")
(i) PROPOSED ACQUISITION OF 92% EQUITY INTEREST IN PT SATU SEMBILAN DELAPAN ("SSD"); AND
(ii) PROPOSED ACQUISITION OF 90% EQUITY INTEREST IN PT TEKUKUR INDAH ("TI")
FROM A RELATED PARTY, WHITMORE HOLDINGS SDN. BHD. ("WHSB" OR THE "VENDOR")
(COLLECTIVELY REFERRED TO AS THE "PROPOSED ACQUISITION") |
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We refer to the announcement dated 14 December 2023 whereby KLK had announced that the Company and KLK Plantations and Trading Pte. Ltd., a Singapore-incorporated wholly-owned subsidiary of KLK ("KLKPT" or the "Purchaser"), had entered into the following Conditional Shares Sale and Purchase Agreements (“CSSPAs”) with WHSB, a wholly-owned subsidiary of Batu Kawan Berhad ("BKB"), for KLKPT to acquire:
(i) 262,200 shares of IDR500,000/- each which is equivalent to 92% equity interest in PT Satu Sembilan Delapan, for a total cash purchase consideration of IDR880,426,359,639/- (equivalent to approximately *RM264,127,908/-); and (ii) 43,200,000 shares of IDR1,000/- each which is equivalent to 90% equity interest in PT Tekukur Indah, for a total cash purchase consideration of IDR41,402,000,732/- (equivalent to approximately *RM12,420,600/-).
(*IDR1 = RM0.00030 as at 12 December 2023)
(the "Announcement"). Unless otherwise stated, the definitions used herein shall have the same meanings as set out in the Announcement.
Further to KLK’s Announcement, the Company would like to provide the following additional information:
(1) Information on SSD and TI
SSD was duly established in the Republic of Indonesia pursuant to the Notarial Deed Number 17 dated 29 April 2003, approved by the Minister of Justice and Human Rights of the Republic of Indonesia on 5 August 2003. It commenced operations in financial year ("FY") 2007.
TI was established in the Republic of Indonesia pursuant to the Notarial Deed No. 31 dated 18 January 2007, approved by the Ministry of Law and Human Rights of the Republic of Indonesia on 27 February 2007. It commenced operations in FY2022.
Based on the latest audited financial statements of SSD and TI, the revenue, net profit/loss, borrowings and net assets were as follows:
The production of oil palms from SSD estates in the past 3 years were as follows:
TI’s first planting was in FY2022, indicative timeline to maturity - FY2025.
(2) Salient Terms of the CSSPAs
The date of valuatuion and the respective market value of the SSD and TI estates were as follows:
(3) Liabilities to be assumed by KLK
The outstanding amount of Group Loans were as follows:
(4) Rationale and Prospect of the Proposed Acquisition
Brief background of Management of SSD and TI estates by the Company The estates under SSD and TI have been managed by KLK wholly-owned subsidiary established in Indonesia, PT KLK Agriservindo (“KLKA”) pursuant to the Management Services Agreements ("MSA") entered into between SSD and TI respectively, the latest one dated 1 October 2022.
The salient terms in the subsisting MSAs are as follows:
KLK’s existing estates in East Kalimantan as of 30 September 2022 and the total size of the estates were as follows:
The upcoming Refinery and Oleo complex in East Kalimantan are expected to commence operations in March and May 2024 respectively.
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Announcement Info
| Company Name | KUALA LUMPUR KEPONG BERHAD |
| Stock Name | KLK |
| Date Announced | 19 Dec 2023 |
| Category | General Announcement for PLC |
| Reference Number | GA1-19122023-00010 |