TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM” OR “COMPANY”)
I. PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) COMPRISING 510,000 ORDINARY SHARES OF RM1.00 EACH (“SHARES”) FOR A PURCHASE CONSIDERATION OF RM136.5 MILLION FROM BRAHIM’S INTERNATIONAL FRANCHISES SDN BHD (“BIF”) TO BE SATISFIED BY THE ISSUANCE OF 160,588,235 NEW SHARES IN TAMADAM VALUED AT RM0.85 PER SHARE (“PROPOSED BLH ACQUISITION”);
II. PROPOSED WAIVER TO BIF AND PARTIES ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO EXTEND A MANDATORY GENERAL OFFER (“GO”) FOR ALL THE REMAINING SHARES NOT ALREADY OWNED BY THEM IN TAMADAM AND ALL NEW SHARES THAT MAY BE ALLOTED AND ISSUED PURSUANT TO THE EXERCISE OF THE COMPANY’S 2000/2010 WARRANTS (“WARRANTS”) AFTER THE PROPOSED BLH ACQUISITION (“PROPOSED BIF WAIVER”);
III. PROPOSED WAIVER TO TAMADAM AND PARTIES ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO EXTEND A MANDATORY GO FOR ALL THE REMAINING SHARES NOT ALREADY OWNED BY THEM IN LSG SKY CHEFS-BRAHIM’S SDN BHD (“LSGB”), A 70%-OWNED SUBSIDIARY OF BLH, PURSUANT TO THE PROPOSED BLH ACQUISITION (“PROPOSED TAMADAM WAIVER”);
(ITEMS (II) AND (III) ARE TO BE COLLECTIVELY REFERRED TO AS “PROPOSED WAIVERS”)
IV. PROPOSED OFFER FOR SALE AND/OR PLACEMENT OF SHARES IN TAMADAM HELD BY BIF TO THE MALAYSIAN PUBLIC (“PROPOSED OFFER FOR SALE AND/OR PLACEMENT”); AND
V. PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF TAMADAM FROM RM100,000,000 COMPRISING 100,000,000 SHARES TO RM500,000,000 COMPRISING 500,000,000 SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”)
1. INTRODUCTION
On 28 June 2007, it was announced that the Company had on even date entered into the following agreements :-
(i) a share sale agreement between Tamadam and BIF (“BLH Agreement”) for the acquisition of 510,000 Shares in BLH (“BLH Sale Shares”) by Tamadam from BIF for an indicative purchase consideration of RM130.0 million (“BLH Indicative Purchase Consideration”) to be satisfied by the issuance of 152,941,177 new Shares in Tamadam valued at RM0.85 per Share; and
(ii) a share sale agreement between Tamadam and Dewina Host Holdings Sdn Bhd (“DHSB”) (“DHost Agreement”) for the acquisition of 127,500 Shares in DHost by Tamadam from DHSB for a purchase consideration of RM6.12 million to be satisfied by the issuance of 7,200,000 new Shares in Tamadam valued at RM0.85 per Share (“Proposed DHost Acquisition”).
(The Proposed BLH Acquisition and Proposed DHost Acquisition are to be collectively referred to as “Proposed Acquisitions”)
Further to that announcement, on behalf of the Company, AmInvestment Bank Berhad (formerly known as AmMerchant Bank Berhad) (a member of AmInvestment Bank Group) (“AmInvestment Bank”) would like to announce that after due deliberation, the parties to the DHost Agreement have today mutually agreed not to proceed with the Proposed DHost Acquisition and accordingly, the parties have mutually agreed to terminate the DHost Agreement. In view of this, the proposals to be undertaken will now comprise the following:-
- Proposed BLH Acquisition;
- Proposed BIF Waiver;
- Proposed Tamadam Waiver;
- Proposed Offer For Sale And/Or Placement; and
- Proposed Increase in Authorised Share Capital.
(items (1) to (5) above to be collectively referred to as “Revised Proposals”).
The Board of Directors of Tamadam is of the view that the termination of the Proposed DHost Acquisition does not materially change the benefits to be derived by Tamadam from the proposals announced on 28 June 2007.
In the same announcement, it was also announced that the final purchase consideration for the Proposed BLH Acquisition shall be subject to a valuation to be conducted on the BLH Sale Shares (“Valuation”) by the independent valuer to be appointed by Tamadam. To this end, Tamadam had appointed Messrs Horwath (“Horwath”) to undertake the Valuation.
On behalf of the Company, AmInvestment Bank would like to announce that Horwath has completed the Valuation.
2. FINAL PURCHASE CONSIDERATION FOR THE PROPOSED BLH ACQUISITION
As stipulated in the BLH Agreement, in the event that the BLH Indicative Purchase Consideration does not fall within the valuation range as ascribed by Horwath in its valuation report, the parties to the BLH Agreement shall agree to first confer in good faith (on an urgent and immediate basis) whether to accept such valuation for the BLH Sale Shares and whether to agree on an increase or reduction in the BLH Indicative Purchase Consideration. If the parties agree to accept the increased or reduced BLH Indicative Purchase Consideration, such amount shall be treated for all intents and purposes as the BLH Indicative Purchase Consideration for purposes of submission to the Securities Commission (“Final Purchase Consideration”) and the number of the Tamadam Shares to be issued and allotted to BIF shall be adjusted accordingly.
In arriving at the fair value of the BLH group of companies (“BLH Group”), Horwath has adopted the discounted cash flow methodology on the projected future cashflows of BLH and LSGB which is attributable to BLH respectively. Based on Horwath’s valuation report dated 13 September 2007, the BLH Group was valued by Horwath to be between RM262.0 million and RM271.9 million. Therefore, Horwath has ascribed a fair value for 51.0% equity interest in BLH of between RM133.6 million and RM138.7 million.
The parties to the BLH Agreement have accepted the valuation for the BLH Group Shares prepared by Horwath. Based on the valuation range ascribed by Horwath for 51.0% equity interest in BLH, the Final Purchase Consideration has been fixed at RM136.5 million.
Accordingly, the number of new Shares in Tamadam to be issued pursuant to the Proposed BLH Acquisition has been revised from 152,941,177 Shares to 160,588,235 Shares.
3. EFFECTS OF THE REVISED PROPOSALS
The effects of the Revised Proposals have taken into consideration the Final Purchase Consideration for the Proposed BLH Acquisition of RM136.5 million and the revised number of new Shares in Tamadam to be issued pursuant to the Proposed BLH Acquisition of 160,588,235 Shares.
3.1 Share Capital
The revised effect of the Proposed BLH Acquisition on the share capital of Tamadam is set out in Table 1 of the Appendix of this Announcement.
The Proposed Waivers, the Proposed Offer For Sale And/Or Placement and the Proposed Increase In Authorised Share Capital do not have any effect on the issued and paid-up share capital of Tamadam.
3.2 Net Assets And Gearing
Based on the audited financial statements of the Tamadam group of companies (“Tamadam Group”) as at 31 December 2006 and on the assumption that the Proposed BLH Acquisition had been effected on that date, the revised effect of the Proposed BLH Acquisition on the net assets and gearing of the Tamadam Group are set out in Table 2 of the Appendix of this Announcement.
The Proposed Waivers, the Proposed Offer For Sale And/Or Placement and the Proposed Increase In Authorised Share Capital do not have any effect on the net assets and gearing of the Tamadam Group.
3.3 Earnings
On the assumption that the Proposed BLH Acquisition will be completed by end December 2007, the Tamadam Group is expected to incur a net loss of approximately RM24.0 million for the financial year ending 31 December 2007 which is primarily due to a “once-off” impairment of approximately RM24.1 million, being the difference between the value assigned to the new Tamadam Shares to be issued pursuant to the Proposed BLH Acquisition of RM0.85 and the par value of the Company’s Shares of RM1.00.
Notwithstanding this, barring unforeseen circumstances, the Proposed BLH Acquisition is expected to contribute positively to the future earnings of the Tamadam Group going forward since the BLH Group is already income-generating.
The Proposed Waivers, the Proposed Offer For Sale And/Or Placement and the Proposed Increase In Authorised Share Capital do not have any effect on the earnings of the Tamadam Group.
3.4 Substantial Shareholders’ Shareholdings
The revised effects of the Proposed BLH Acquisition and the Proposed Offer For Sale And/Or Placement on the substantial shareholders and their shareholdings in Tamadam are set out in Table 3 of the Appendix of this Announcement.
The Proposed Waivers and the Proposed Increase In Authorised Share Capital do not have any effect on the shareholdings of the substantial shareholders in Tamadam.
The Proposed BLH Acquisition will result in the introduction of a new controlling shareholder for Tamadam, namely BIF.
4. DOCUMENTS AVAILABLE FOR INSPECTION
The valuation report by Horwath with regard to the BLH Sale Shares will be made available for inspection at the registered office of Tamadam at Mezzanine Floor, 8A Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur during normal business hours from Monday to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement.
5. SUBMISSION TO SECURITIES COMMISSION
The submission to the Securities Commission in relation to the Revised Proposals was made on 18 September 2007.
This Announcement is dated 13 September 2007.