News

1. INTRODUCTION

Prestariang Berhad (“Prestariang” or “Company”) is pleased to announce that Prestariang Systems Sdn Bhd (“PSSB”), a wholly-owned subsidiary of the Company, had on 9 October 2017 entered into eight (8) separate Sale and Purchase Agreements (“the Agreements”) with Joyful Star Sdn. Bhd. (Company No. 935697-T) (“Vendor”).

The Agreements are for the purchase of eight-storey semi-detached signature corporate offices/retail suites erected on the land held under H.S.(D) 36937, PT 51149, Mukim Dengkil, Daerah Sepang, Negeri Selangor, known as Block 11B, Star Central@Cyberjaya (“the Properties”) for an aggregate consideration of RM11,406,951.00 (“Purchase Consideration”), net after discount of gross purchase price RM12,265,540.00.

2. DETAILS OF THE PROPOSED ACQUISITIONS

2.1   Information on PSSB

PSSB (Company No. 630804-K), a private limited company incorporated in Malaysia and having its registered office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur. PSSB is principally involved in providing Information and Communication Technology (ICT) training and certification, and software license distribution and management.

2.2   Information on the Vendor

Joyful Star Sdn. Bhd. (Company No. 935697-T) (“JSSB”), a private limited company incorporated in Malaysia and its office at Ground Floor, Tower 2, Wisma Mustapha Kamal, Lingkaran Cyber Point Barat, Cyber 12, 63000 Cyberjaya, Selangor Darul Ehsan. JSSB is a property development company and a subsidiary of the EMKAY Group.  

2.3   Description of Properties

The Properties are within an on-going mixed development project known as Star Corporate Park, Star Central@Cyberjaya comprising of commercial/office blocks. Currently, the development of the Properties is 90% completed and is expected to be fully completed with certificate of completion and compliance by first quarter of 2018.The description of the Properties are summarised as below:-

3. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION

The Purchase Consideration of RM11,406,951.00 was arrived at on a “willing buyer willing seller” basis after taking into consideration the valuation report issued by the Land Authority for similar development and the recent transaction of the same development.

The Properties are acquired free from encumbrances and with vacant possession.

4. SOURCE OF FUNDING

The Proposed Acquisitions will be funded through internally-generated funds and/or bank borrowings. The exact breakdown between the sources of funding will be determined by the Management of the Company at a later date.

5. SALIENT TERMS OF AGREEMENTS

The words and abbreviations used throughout this section of this Announcement shall have the same meaning as defined in the Agreements unless the context otherwise requires or defined herein.

5.1 SCHEDULE OF PAYMENT

The Purchase Consideration shall be paid by PSSB to the Vendor by instalments of such amount and within the time as stipulated in the Agreements. All such instalments shall be paid by PSSB to the Vendor within fourteen (14) days from the date of notice from the Vendor requesting the payment thereof.

Every notice requesting for payment from the Vendor shall be supported by the requisite certificate(s) under the hand of the Vendor’s consultant architect in charge of the said Development confirming the commencement of the relevant stage(s) of construction.

5.2 INTEREST ON LATE PAYMENT

Without prejudice to the Vendor’s rights under the Agreements, if any of the instalment payments referred to in the Agreements shall remain unpaid by the Purchaser at the expiration of the said period of fourteen (14) days, interest on such unpaid instalment or instalments or any part thereof shall commence immediately thereafter and be payable by the Purchaser, such interest to be calculated from day to day at the rate of ten per centum (10%) per annum until such unpaid instalment or instalments or any part thereof is being received in full by the Vendor.

5.3 DEFAULT BY PURCHASER AND DETERMINATION OF AGREEMENTS

(i) If the Purchaser:-

    (a) fails to pay any instalments payable under the Agreements or any part thereof and any interest payable; or

    (b) commits any breach of the terms or conditions contained in the Agreements or fails to perform or observe all or any of the Purchaser’s covenants contained in the Agreements;

    (c) before payment in full of the Purchase Consideration of the said Parcel or any monies payable pursuant to or under the Agreements, commits an act of bankruptcy or enters into any composition or arrangement with his creditors or being a limited company, enters into liquidation whether compulsory or voluntary;

the Vendor may, subject to sub-section 5.3(iii) below, annul the sale of the said Parcel and forthwith terminate the Agreements.

(ii) Upon the occurrence of any of the above events:-

    (a) the Vendor shall be entitled to deal with or otherwise dispose of the said Parcel in such manner and upon such terms and conditions as the Vendor shall in its absolute discretion deem fit and proper as if the Agreements had not been entered into;

    (b) the instalments previously paid by the Purchaser to the Vendor, excluding any interest paid, shall be dealt with and disposed as follows:-

        (aa) firstly, all interests calculated in accordance with the Agreements owing and remaining unpaid shall be paid to Vendor;

        (bb) secondly, an amount to be forfeited by the Vendor as follows:-

               (i) where less than fifty per centum (50%) of the Purchase Price has become payable, an amount equal to ten per centum (10%) of the Purchase Price;

               (ii)where fifty per centum (50%) or more of the Purchase Price has become payable, an amount equal to twenty per centum (20%) of the Purchase Price;

        (cc) lastly, the residue thereof (if any) shall be refunded to the Purchaser;

     (c) neither party hereto shall have any further claim against the other for costs, damages, compensation or otherwise hereunder, and

     (d) each party shall pay its/his own costs in the matter.

(iii) If the Purchaser fails to comply with any of the terms of the Agreements or if any of such unpaid instalments and interest or other payment under the Agreements remain unpaid for any period in excess of twenty-eight (28) days after its due date and Vendor decides to terminate the Agreements, the Vendor shall give the Purchaser not less than fourteen (14) days’ notice in writing to treat the Agreements as having been repudiated by the Purchaser and unless in the meanwhile such default and/or breach alleged is/are rectified or such unpaid instalments and interest or other payment are paid, the Agreements shall, at the expiration of the said notice, be deemed to be annulled.

5.4 TIME FOR DELIVERY OF VACANT POSESSION

(i) Vacant possession of the Parcel shall be delivered to the Purchaser in the manner stipulated in the Agreements within thirty six (36) months from the date of the Agreements.

(ii) If the Vendor fails to deliver vacant possession of the Parcel within the time stipulated in sub-section 5.4(i) above, the Vendor shall be liable to pay to the Purchaser liquidated damages to be calculated from day to day at the rate of ten per centum (10%) per annum of the Purchase Price from the expiry date of the delivery of vacant possession until the date the Purchaser takes or is deemed to have taken delivery of vacant possession of the said Parcel.

6. RATIONALE FOR THE PROPOSED ACQUISITIONS

Upon completion of the Proposed Acquisitions, the Properties which are adjacent to the recently purchased Block 12 as announced on 27 January 2017, will be a strategic location to consolidate the Group’s operations namely SKIN, Educloud, Software & Services, TalentXChange and the Corporate Office. The offices shall be fully equipped with international standard training center and Center of Excellence showcasing the Group’s IPs particularly SKIN and Educloud.

7. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS

a) Earnings

The Proposed Acquisitions are not expected to have any material effect on consolidated earnings of the PRESTARIANG Group for the financial year ending 31 December 2017.

b) Net Assets

The Proposed Acquisitions are not expected to have any material effect on the Net Assets of PRESTARIANG Group for the financial year ending 31 December 2017.

c) Gearing

The Proposed Acquisitions will not have any effect on the gearing position of PRESTARIANG Group for the financial year ending 31 December 2017.

d) Share Capital and substantial shareholder’s shareholding

The Proposed Acquisitions will not have any effect on the issued and paid-up share capital and substantial shareholder’s shareholding of PRESTARIANG.

8. LIABILITIES TO BE ASSUMED BY THE PUCHASER

There are no liabilities including contingent liabilities and guarantees to be assumed by PSSB arising from the Proposed Acquisitions.

9. RISK FACTORS

The completion of the Proposed Acquisitions is subject to, inter-alia, the fulfilment of the terms and conditions set out in the Agreements. In the event of non-fulfilment of the terms and conditions, it may result in the Agreements being terminated.  

Save as disclosed above, the Board does not foresee any additional risk that the Group may be exposed to pursuant to the Proposed Acquisitions.

10. APPROVALS REQUIRED

The Proposed Acquisitions are not subject to the approval of the Company’s shareholders or any relevant government authorities.

11. DIRECTORS’ AND/OR SUBSTANTIAL SHAREHOLDERS’ INTEREST

None of the Directors and/or major shareholders or any person connected to the Directors and/or major shareholders of PRESTARIANG has any interest, either direct or indirect in the Proposed Acquisitions.

12. HIGHEST PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Acquisitions pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 7.06%.

13. ESTIMATED TIME FRAME FOR COMPLETION

The Proposed Acquisitions are expected to be completed by 1st Quarter 2018.

14. DIRECTORS’ STATEMENT

After having considered all aspects of the Proposed Acquisitions, the Board of Directors of PRESTARIANG is of the opinion that the Proposed Acquisitions are in the best interest of the Company.

15. DOCUMENTS AVAILABLE FOR INSPECTION

The Agreements are available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490, Kuala Lumpur during normal business hours from the date of this Announcement.

This announcement is dated 9 October 2017.