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PROPOSED ACQUISITION BY MJPERAK OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD ("AGPS") AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("AGPSP") ("TARGET COMPANIES") FROM CHEONG MEE YOKE, TEOH OO SENG AND TAN KENG HENG ("VENDORS") FOR A TOTAL CASH CONSIDERATION OF RM9,800,000 ("PROPOSED ACQUISITION")

MAJUPERAK HOLDINGS BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-15082022-00001
Subject PROPOSED ACQUISITION BY MJPERAK OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD ("AGPS") AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("AGPSP") ("TARGET COMPANIES") FROM CHEONG MEE YOKE, TEOH OO SENG AND TAN KENG HENG ("VENDORS") FOR A TOTAL CASH CONSIDERATION OF RM9,800,000 ("PROPOSED ACQUISITION")
Description
MAJUPERAK HOLDINGS BERHAD ("MHB" or "the Company")

PROPOSED ACQUISITION BY MJPERAK OF 49% EQUITY INTEREST IN ALLIED GROUP PROPERTY SERVICES SDN BHD ("AGPS") AND ALLIED GROUP PROPERTY SERVICES (PENANG) SDN BHD ("AGPSP") ("TARGET COMPANIES") FROM CHEONG MEE YOKE, TEOH OO SENG AND TAN KENG HENG ("VENDORS") FOR A TOTAL CASH CONSIDERATION OF RM9,800,000 ("PROPOSED ACQUISITION")
Query Letter Contents

We refer to your Company’s announcement dated 11 August 2022, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1)     To specify the date of incorporation and name of the proposed directors Majuperak Allied Sdn Bhd (“MASB” or the “JV Company”) as well as the estimated timeframe for the JV Company to obtain all necessary approvals from all relevant authorities (if any), including the Board of Valuers, Appraisers, Estate Agents and Property Managers, if applicable.

2)     To disclose if the 3 Vendors have any directorship and/or employment in other public or private companies. If yes, please provide the name of the companies together with their designation / title and relevant date of appointment/employment, if applicable.

3)     To define the “Registered Persons” to be nominated to the board of the Target Companies and to clarify the qualification/criteria of being selected as the Registered Persons.

4)     To comment on the rationale for setting up the JV Company given the lack of distinctive roles and responsibilities between the Vendors and Majuperak Property Management Sdn Bhd (“MPM”) i.e. based on the details provided in paragraph 4.4 of the Announcement, the roles and responsibilities of the Vendors and MPM appear to be overlapped/similar.

5)     To provide the rationale for the JV Company to provide property management services to AGPS and/or AGPSP through the execution of a Master Facilities Agreement given that the JV Company has yet to obtain the relevant/necessary approvals to commence its business activities and the principal business activities of the JV Company are largely similar to that of the Target Companies.

6)     With reference to paragraph 3.5(ii)(c) of the Announcement, to explain how the value per share at every month end would be derived given that the Target Companies are not publicly listed. In addition, please clarify further on the role and duties of the Target Companies in the event it has to act as the agent in the Shares for Sale.

7)     With reference to paragraph 3.5(v) of the Announcement, please comment on the possibility for the event mentioned under (a) and (b) to occur by taking into account MJPERAK’s earlier disclosure which stated that the acquisition of 49% in the Target Companies is due to the requirement under the relevant rules i.e. Section 23(2)(b)(v)(D) of the Valuers, Appraisers, Estate Agents and Property Management Act 1981, that the licensed holder for Facilities Management Company shall be the majority shareholder.

8)     To provide Schedule 1 of MFA for reference. Please also provide example(s) of other related and ancillary act or thing not specified in Schedule 1 MFA but which the Service Provider could perform.

9)     It is stated in paragraph 7.3 of the Announcement that there are provisions in the agreements which allow the parties to take other options to reduce the implication of the risks related to completion of the SSA. Please disclose clearly the relevant details of the available options referred to in this context.

10)   To disclose clearly the sum already paid by MJPERAK to the Vendors together with the payment date(s) for the acquisition of AGPS and AGPSP involving a total purchase consideration of RM9.8 million.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully,

Listing

Regulation
 

Cc : Market Surveillance Dept. , Securities Commission 

We refer to Bursa Malaysia Securities Berhad’s Query (Ref. Number: IQL-15082022-00001) dated 15 August 2022 in relation to Majuperak Holdings Berhad’s ("MHB", "Purchaser" or "the Company") announcement dated 2 August 2022, 5 August 2022 and 11 August 2022 in relation to the Share Sale Agreement to the Proposed Acquisition of 49% Equity Interest in Allied Group Property Services Sdn Bhd ("AGPS") and Allied Group Property Services (Penang) Sdn Bhd ("AGPSP") ["Target Companies"] by the Company. 

 

Please find attached on our reply for additional information and clarification for public release.

 

This announcement is dated 16 August 2022.

 

 

 

Please refer attachment below.



Please refer attachment below.



Announcement Info

Company Name MAJUPERAK HOLDINGS BERHAD
Stock Name MJPERAK
Date Announced 16 Aug 2022
Category General Announcement for PLC
Reference Number GA1-16082022-00033




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