Hidong Estate PLC
14 October 2005
Hidong Estate PLC
Proposed disposal of plantation
14 October 2005
The Proposed Disposal
The Board of Directors of Hidong Estate PLC ('Hidong' or 'the Company')
announces that on 14 October 2005 the Company has entered into an agreement with
Palamsel Holdings Sdn Bhd ('Palamsel' or 'the Purchaser') to sell the Company's
land of approximately 605.6 hectares. This comprises approximately 396.3
hectares of Oil Palms, 201 hectares of Rubber Trees, 1 hectare utilized as a
nursery for Oil Palm, 4.9 hectares for Buildings and Roads and 2.4 hectares of
swamp land ('the Plantation') and held collectively under Grant No. 25272, Lot
No. 1804 in the Mukim of Manek Urai, Daerah (Jajahan) Kuala Krai in the State of
Kelantan and Geran Mukim No. 187 Lot No. 7, in the Mukim of Manek Urai, Daerah
(Jajahan) Kuala Krai, in the State of Kelantan together with Plant and Buildings
(hereinafter referred to as 'the Property'). The consideration is payable in
cash and amounts to a total of Ringgit Malaysia (RM) 9,750,000.00 ('the Sale
Price'). During the year ended 31 March 2005 the pre tax profit (excluding
continuing overheads) attributable to the Plantation was RM370,976.
As the Plantation comprises substantially the whole of Hidong's net assets, the
proposed sale is subject to the approval of Hidong shareholders in general
meeting. A circular containing notice of an EGM will be sent to Hidong
shareholders in due course.
Principal terms of the Proposed Disposal
The disposal of the Property shall be on the basis of its existing state and
condition and excludes the movable properties, stocks and assets in the
Plantation. The Sale Price, which was arrived at on a willing buyer willing
seller basis, is to be paid by the Purchaser in the following manner:
(i) 10% deposit amounting to RM975,000.00 only immediately
upon execution of the Sale and Purchase Agreement
(ii) balance of RM8,775,000.00 only within ninety days from the
date of the Sale and Purchase Agreement or ten days from the receipt
of the relevant consents of the shareholders, the Estate Land Board
and any other relevant authorities required, whichever is the later,
with an extension of thirty days during which the Purchaser shall pay
the Company interest at the rate of ten per cent per annum on the
balance purchase price due calculated on a day to day basis
The Purchaser shall undertake to offer and continue the employment of the entire
work force of the Plantation upon completion of the sale under the terms and
conditions of employment not less favourable than those under which the
employees were employed prior to the completion of sale of the Plantation to the
Purchaser.
Conditions on the Proposed Disposal
The Proposed Disposal is subject to the approval of Hidong shareholders in
general meeting and the consent of relevant local authorities.
Directors' and major shareholders' interests
None of the Directors or major shareholders of Hidong has any interest, direct
or indirect, in the Proposed Disposal.
Effect of the disposal on Hidong
The effect of the Proposed Disposal and the settling up of other estate assets
and liabilities will be to leave Hidong with no assets other than cash of
approximately RM10,560,000 (which also includes its present cash balance of
approximately RM1,000,000) by the time the purchase consideration has been paid
in full.
The Plantation had a book value of RM7,574,557 as at 31 March 2005 (being the
date of the most recent audited accounts) and the disposal will result in a gain
of RM2,175,443 before legal and professional costs relating to the sale.
Application of the sale proceeds
The sale proceeds will be held in cash and/or liquid securities pending the
board's approval of suitable investments.
Statement by the Board of Directors
After due consideration of the Proposed Disposal, the Board of Directors of
Hidong is of the opinion that the Proposed Disposal is in the interest of the
Company.
This information is provided by RNS
The company news service from the London Stock Exchange
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