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Acquisition of 3 pieces of freehold lands by Toko Industries Sdn. Bhd. (formerly known as Toko Machineries & Printing Enterprise Sdn. Bhd.) a wholly-owned subsidiary of Shantawood Manufacturing Sdn. Bhd which is a wholly-owned subsidiary of DPS Resources Berhad

DPS RESOURCES BERHAD

Type

Announcement
SubjectAcquisition of 3 pieces of freehold lands by Toko Industries Sdn. Bhd. (formerly known as Toko Machineries & Printing Enterprise Sdn. Bhd.) a wholly-owned subsidiary of Shantawood Manufacturing Sdn. Bhd which is a wholly-owned subsidiary of DPS Resources Berhad

Contents :

1. INTRODUCTION


The Board of Directors of DPS Resources Berhad ("the Company") wishes to announce that Toko Industries Sdn. Bhd. (formerly known as Toko Machineries & Printing Enterprise Sdn. Bhd.) (Company No. 539163-V) ("Toko/ the Purchaser"), a wholly-owned subsidiary of Shantawood Manufacturing Sdn. Bhd. ("STW") which is a wholly-owned subsidiary of the Company has on 22 August 2007 entered into a Sale and Purchase Agreement ("SPA") with Dusun Air Panas Sdn. Bhd. (Company No. 246265-V) ("the Vendor") for the acquisition of all that freehold lands held under GM428 Lot 1876, GM242 Lot 1875 and GM429 Lot 1877, all situated in the Mukim Ayer Panas, Daerah Jasin, Melaka ("the Properties") for a consideration of RM2,440,580.00 ("Purchase Price") ("the Acquisition").


2. DETAILS OF THE ACQUISITION

2.1 Particulars of the Vendor

Dusun Air Panas Sdn. Bhd. (Company No. 246265-V) having its registered address at No. 300-B, Taman Melaka Raya, 75000 Melaka.


2.2 Information on the Properties

The details of the Properties are as follows:

Title No. : GM242 GM428 GM429
Lot No. : Lot 1875 Lot 1876 Lot 1877
Mukim : Ayer Panas Ayer Panas Ayer Panas
Daerah : Jasin Jasin Jasin
State : Melaka Melaka Melaka
Tenure of Property : Freehold Freehold Freehold
Area : 8.769 acres 9.625 acres 0.282 acres


2.3 Basis of Purchase Price

The total purchase price of RM2,440,580.00 (at RM3.00 per square foot) was arrived at on a willing-buyer willing-seller basis.


2.4 Salient terms of the SPA

The Vendor agrees to sell and the Purchaser agrees to purchase the Properties free from encumbrances and with vacant possession at the purchase price of RM2,440,580.00 upon the terms and conditions as stipulated in the SPA and subject to all conditions and category of land use express or implied imposed upon relating to or affecting the Property or any part thereof.

The terms of payment are as follows:

(a) A deposit of RM244,058.00 ("Deposit") is paid upon execution of the SPA.

(b) The Purchaser shall pay the balance of the purchase price of RM2,196,522.00 ("Balance Purchase Price") within 3 months from the date of the SPA ("Completion Date").

(c) If the Purchaser shall fail to pay the balance purchase price of RM2,196,522.00 by the Completion Date, the Vendor shall grant the Purchaser an automatic extension of time to pay the Balance Purchase Price up to one month after the Completion Date subject to interest being charged at the rate of 8% per annum calculated on daily basis on all outstanding balance sum.


3. INFORMATION ON TOKO/THE PURCHASER

Toko was incorporated in Malaysia under the Companies Act, 1965 on 13 February 2001. The authorised share capital of Toko is RM100,000 comprising of 100,000 ordinary shares of RM1.00 each of which the issued and paid up capital is RM3.00 divided into 3 ordinary shares of RM1.00 each.


4. RATIONALE

The Properties are acquired for the purpose of carrying out the business under agro-based industries which shall made STW qualify for certain income tax exemption and make Toko qualify for ten years income tax exemption upon approval from the relevant Authority.


5. SOURCES OF FUNDING

The Acqiusition shall be funded by internally generated funds and/or bank borrowings.


6. FINANCIAL EFFECTS

The Acquisition is not expected to have any material effect on the share capital, earnings per share and net tangible assets per share of the Company for the financial year ending 31 December 2007.


7. LIABILITIES ASSUMED

There are no liabilities to be assumed by Toko arising from the Acquisition.


8. APPROVALS REQUIRED

The Acquisition is not subject to the approval of the shareholders of the Company.


9. INTERESTS OF DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED WITH DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS

None of the Directors, Substantial Shareholders and persons connected with Directors and/or Substantial Shareholders of the Company have any interest, direct or indirect, in the Acquisition.


10. DIRECTORS' OPINION

The Board of Directors of the Company, having taking into consideration all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interest of the Company.


11. ESTIMATED TIME FRAME FOR COMPLETION

Being unforeseen circumstances, the Acquisition is envisaged to be completed within 3 months from the date of signing of the SPA.


12. DEPARTURE FROM THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC's GUIDELINES")

The Board is not aware of any departure from the SC's Guidelines in respect of the Acquisition.


13. DOCUMENTS AVAILABALE FOR INSPECTION

The SPA will be made available for inspection at the registered office of the Company at 195-B, Taman Melaka Raya, 75000 Melaka during office hours from Monday to Friday (except public holiday) for a period of 3 months from the date of this announcement .



Announcement Info

Company NameDPS RESOURCES BERHAD  
Stock Name DPS    
Date Announced22 Aug 2007  
CategoryGeneral Announcement
Reference NoCC-070820-81FA4




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