We refer to Bursa Malaysia Securities Berhad's ("Bursa Securities") letter dated 24 June 2019 and furnish the following additional information for public release:-

1. The net book value of the Property based on the latest audited financial statements of InCube Kitchen Sdn Bhd. 

Peterlabs : RM 3,677,569.00

 

2. The breakdown of the sources of funding for the purchase consideration or a negative statement. 

Peterlabs : 10% by internal fund and balance 90% by bank borrowing

 

3. A description of the Board and Management's evaluation of the value of the Property. 

Peterlabs : The Bank internal evaluation at RM 4.65 million, however we are able to grant the bank borrowing at 90% of RM 4.2 million (90.4% of purchase price).

 

4. The approximate age of the 3-storey office cum factory. 

Peterlabs : Approximate 4.5 years

 

5. The terms of the tenure; if leasehold, the expiry date of the lease. 

Peterlabs : Freehold

 

6. The size of the land, and built-up area of the 3-storey office cum factory. 

Peterlabs : Land Area: 21,864 Sq. Ft. 

                  Build-up Area: 14,160 Sq. Ft.

 

7. The salient features of the Sale and purchase agreement ("SPA"). 

Peterlas :

(a)  The title of the Property is currently registered under the name of the Developer (EXCELLENT STARHILL SDN BHD (Company No.: 911060-H)). The Vendor has obtained a letter consent dated 23 May 2016 from the Developer confirming the ownership of the Property and agreeing to directly transfer the Property to the Purchaser.

(b)  The legal possession of the Property shall be deemed delivered by the Vendor to the Purchaser upon full payment of the Purchase Price & Late Payment Interest (if any) and the Purchaser's portion of the apportionment of outgoings.

(c)  The Completion Period shall be three (3) months from the date of receipt by the Purchaser's Solicitors of (i) the Direct Memorandum of Transfer duly executed by the Developer in favour of the Purchaser together with the certified true copy of Form 49 of the Developer, (ii) a copy of the individual title, and (iii) the letter of confirmation of the due compliance by the Vendor of all such conditions that the Developer may impose or stipulate for and in connection with the granting of the said Consent to a direct transfer.

(d)  In the event that the Purchaser shall fail to pay RM4,185,000.00 ("the Balance Sum") in accordance with the provisions of the SPA, the Vendor shall be entitled by notice in writing to the Purchaser to forfeit RM465,000.00 as agreed liquidated damages and the Vendor shall at the time of such forfeiture refund to the Purchaser free of interest any money in excess of the agreed liquidated damages paid to the Vendor by the Purchaser within fourteen (14) days from the date of notification.

(e)  In the event the Vendor shall (i) fail, refuse or neglect to complete the transfer of the Property to the Purchaser free from encumbrances in accordance with the provisions of the SPA; or (ii) be adjudicated wound up (whether voluntarily or otherwise); or (iii) commit any breach of any of the provisions of the SPA, and if the same is capable of being remedied, is not remedied within fourteen (14) days from the date of being so notified by the Purchaser's Solicitors, the Purchaser shall be entitled:-

(i)  at the cost and expense of the Vendor to the equitable remedy of specific performance of the SPA together with all reliefs flowing therefrom; or

(ii)  at the sole discretion of the Purchaser to terminate this SPA and obtain from the Vendor within fourteen (14) days from the date of notification a full refund of all moneys already paid by the Purchaser to the Vendor plus a further compensation in the amount of RM465,000.00 as agreed liquidated damages

(f)   In the event the SPA is terminated for whatsoever reason, such termination shall not affect the validity and subsistence of the existing tenancy agreement between the Vendor and the Purchaser in respect of the said Property; such termination shall not become a cause or ground for terminating the tenancy agreement by the parties and the Purchaser shall be entitled to the quiet enjoyment of the said Property subject to the terms and conditions thereof. 

(g)  The Purchaser shall be entitled, at any time after the payment of the Deposit, at his/her own cost and expense, to lodge with the relevant land office/registry a private caveat against any dealing with the Property.

(h)  The Purchase Price of RM4,650,000.00 is exclusive of goods and services tax.

 

8. The particulars of all liabilities, including contingent liabilities and guarantees to be assumed by ONSB, arising from the Acquisition. 

Peterlabs :

(i) Corporate Guarantee by PeterLabs

(ii) Legal charge over all piece of land with semi-detached 3 storey factory to Al Rajhi Bank 

 

9. The estimated time frame to complete the Acquisition. 

Peterlabs : Approximate 6 months from SPA signed date

 

10. The encumbrances, if any.

Peterlabs : NIL

This announcement is dated 27 June 2016.