1. INTRODUCTION
The Board of Directors of TMS (“the Board”) wishes to announce that its wholly-owned subsidiary, Exonion Sdn Bhd (“ESB” or “the Managing Contractor”) had on 07 September 2015 entered into a Managing Contractor Agreement (“MCA”) with Total Merit Sdn Bhd (“TMSB”) in which ESB has been appointed as a Managing Contractor for the development of all pieces of land held under HS (D) 3832 PT 4141, Mukim Banggul, Daerah Kemaman, State of Terengganu measuring approximately 12.1407 hectare (“Land”).
2. INFORMATION ON ESB
ESB was incorporated in Malaysia on 22 December 2010 as a private limited company under the Companies Act, 1965. ESB is presently dormant and its intended principal activities are property development, investment and construction and general trading. The current authorised share capital of ESB is RM100,000 comprising 100,000 ordinary shares of RM1.00 each, of which RM2 comprising 2 ordinary shares of RM1.00 each have been issued and fully paid up.
The directors of ESB are Dato’ Low Liong Kian and Tan Tzu Pin.
3. INFORMATION ON TMSB
TMSB was incorporated in Malaysia on 20 August 2004 as a private limited company under the Companies Act, 1965. TMSB is principally engaged in the business of property development. The current authorised share capital of TMSB is RM1,000,000 comprising 1,000,000 ordinary shares of RM1.00 each (“TMSB Shares”), of which RM900,000 comprising 900,000 ordinary shares of RM1.00 each have been issued and fully paid up.
The directors of TMSB are Dato’ Soh Kok Hiang and Kuan Poh Huat.
The shareholders of TMSB and their respective shareholdings in TMSB are as follows:-
Shareholders’ Name | Number of Shares | % |
|
|
|
Brandlink Sdn Bhd | 630,000 | 70* |
Rubiah Binti Leman | 180,000 | 20 |
Soon Mon Huay | 90,000 | 10 |
Total | 900,000 | 100 |
* Deemed interested by the directors of TMSB by virtue of their directorships and interests in shares in Brandlink Sdn Bhd.
4. DETAILS OF THE MCA
Pursuant to the MCA, ESB is appointed as the Managing Contractor by TMSB to provide professional project management facilities (“Facilities”) for the development of the Land into:-
- Two storey shoplots/offices total to 43 units;
- 5 blocks of twelve storey apartments total to 660 units;
- 1 block of eleven storey affordable apartment total to 240 units;
- Amenities, including mosque, kindergarden and swimming pool; and
- Infrastructure works related to the development.
(the above collectively referred as “Development Project”)
The Managing Contractor is responsible for the administration, management, consulting, reporting, communication, co-ordination of construction and sales of the Development Project throughout the management period (as defined in 5.2 below).
It is the Managing Contractor’s responsibility to assist and advise TMSB the appointment of a team of external contractors, subcontractors, engineer, surveyors, and/or other professional consultants (“Main Contractors”) required for the Development Project.
5. SALIENT TERMS OF THE MCA
5.1 Scope of Responsibilities of the Managing Contractor
(a) Communicate to the Main Contractors on the requirements of TMSB’s Development Project plans.
(b) Monitor the progress of the design work and the achievement of function by reference to TMSB’s Development Project plans.
(c) Monitor and regulate programs and progress of the Development Project.
(d) Monitor and use its best endeavours to co-ordinate the efforts of all consultants, advisers, contractors and suppliers directly connected with the Development Project.
(e) Monitor the cost and ensure financial viability of the Development Project by reference to TMSB’s Development Project plans.
(f) Liaise with architect to ensure that certificate for each stage of completion of the buildings are promptly issued to the sales and marketing team for billing purposes.
(g) The Managing Contractor shall further to the responsibilities specified herein, do and perform all acts and things which are usually done and performed by Managing Contractor, according to the practice of their profession in relation to the Facilities and matter provided herein including the giving of advice on any instances upon which TMSB may from time to time require in the preparing of the Development Project and in carrying out the works relating hereto.
(h) The Managing Contractor shall perform and render such duties and professional services inherent in the general scope of responsibilities defined in this clause herein, but not herein specified, so as to carry out the Development Project to a satisfactory and successful completion in accordance with the requirements of TMSB and relevant authorities without any additional fee.
(i) The Managing Contractor shall indemnify TMSB and keep TMSB indemnified against any and all claims liabilities actions and damages arising from any work related to the Development Project which is solely attributable to the negligence or wilful default on the part of the Managing Contractor, its servants or agents.
(j) The Managing Contractor shall exercise all reasonable skill, care and diligence to ensure that the construction works carried out by each member of the Main Contractors are in accordance with the design plan of Development Project and are fit for the purpose specified therein, and shall discharge their obligations under this MCA with good and sound professional practice.
5.2 Commencement and Completion Date and Management Period
TMSB will issue a letter of award within 14 days from the date of execution of the MCA to ESB. The date of commencement of the Development Project shall be the date of letter of award (“Inception of the Development Date”). The management period shall commence from the Inception of the Development Date until the expiry of 48 months and thereafter including 18 months for defect liability period (“Management Period”).
The completion date of the Development Project shall be 48 months from the Inception of the Development Date (“Completion Date”).
5.3 Contract Value
The contract value for the Facilities shall be in the amount of RM192,000,000.00 (Ringgit Malaysia: One Hundred And Ninety Two Million Only) (“Contract Value”). The Contract Value is inclusive of the goods and services tax.
The breakdown of the Contract Value is as follows:
No. | Job Scope | Contract Value (RM) |
1. | Earthwork and levelling | 3,750,000 |
2. | Construction of 43 units shoplots/offices | 13,244,000 |
3. | Construction of 5 blocks apartments (660 units) | 114,984,375 |
4. | Construction of 1 block affordable apartment (240 units) | 19,560,000 |
5. | Construction of amenities including mosque, kindergarden and swimming pool |
1,750,000 |
6. | Design and built of sewerage treatment plant | 4,375,000 |
7. | External work (infrastructure and landscaping) | 10,000,000 |
8. | Internal work (infrastructure and landscaping) | 6,775,369 |
9. | Other construction work related to the development | 5,000,000 |
10. | Sales and marketing | 3,800,000 |
11. | Administration, pre-development costs and professional fees | 8,006,688 |
12. | Misc - contingency and provisional sum | 754,568 |
Total | 192,000,000 |
5.4 Performance Bond
Upon issuance of the letter of award, the Managing Contractor shall pay an earnest payment of RM12,000,000.00 as a “Performance Bond” to TMSB as security for the due performance and observance by the Managing Contractor of his obligations under this MCA up to the completion of Management Period.
Upon completion of Management Period, TMSB shall refund the Performance Bond to the Managing Contractor.
5.5 Variation
Prior approval must be obtained from TMSB if there are any proposals by architects or any member of the Main Contractors in regards to variation of the building plans, design plans, scope of work and materials.
5.6 Liquidated Ascertained Damages
In the event the Managing Contractor fails to complete the Development Project on or before the expiry of the Completion Date, the Managing Contractor shall be liable for and shall pay to TMSB, as liquidated ascertained damages, a sum in Ringgit Malaysia equivalent to RM34,300.00 for each day of delay from the day following the expiry of the Completion Date until the day of the actual completion date in respect of the Development Project, where the delay is due to or contributed by any act, omission and/or default of or by the Managing Contractor.
6. BASIS OF AND JUSTIFICATION IN ARRIVING AT THE CONTRACT VALUE FOR THE DEVELOPMENT PROJECT
The Contract Value of RM192,000,000.00 for the Development Project was arrived on a direct negotiation basis after taking into consideration the job scope involved and therefore the estimated pre-development costs like soil investigation, plan submission, earthwork, site clearance, estimated construction costs like materials, wages, and other costs like site overhead, technical support and supervision required in relation to the Development Project.
The Board, after taking into consideration the estimated costs and an expectation of a reasonable gross profit margin for the Development Project, agreed to the Contract Value of RM192,000,000.00.
7. SOURCES OF FUNDING
TMS intends to finance the Development Project via internally generated funds and/or bank borrowings. The exact mix of funds will be determined by the management of TMS at a later date.
8. RATIONALE FOR THE MCA
By entering into MCA, the Company and its subsidiaries (“the Group”) are making its first foray into property construction business. It provides an opportunity for the Group to mitigate the dependency on its existing business by diversifying its income stream. The Board believes that this Development Project would contribute positively to the Group’s future earnings and improve the financial position of the Group.
9. RISK FACTORS
9.1 Operational Risks
The risks associated with the MCA are mainly operational risks, inter-alia, inefficiency of operations and competition, as well as subject to challenges and risks arising from the property construction business. Notwithstanding this, the Board is confident that with the competency and experiences of Dato’ Low Liong Kian in the construction industry, supported by the existing management team, external consultants involved and new team to be appointed equipped with the relevant experiences and expertise in the construction and project management, the associated risks could be minimised.
9.2 Delay in the Completion of the Development Project
The Development Project is subject to risks inherent in the construction industry, which among others, timely receipt of requisite licences, permits or regulatory approvals, performance of the appointed contractors, availability of building materials and labour, unreasonable wet weather may affect timely completion of the Development project. The Board will take proactive steps to counter and to mitigate these risks by, among others, leveraging on the experience of Dato’ Low Liong Kian and his team as mentioned in 9.1, as well as effective planning, timely implementation and continuous review of the Development Project.
9.3 Interest rate Risks
In the event that the Development Project is to be financed through bank borrowings, any significant fluctuation in interest rates may increase the cost of borrowings. The Group will negotiate with the financial institutions for the most favourable and effective financing package to minimise such risks.
10. FINANCIAL EFFECTS OF THE MCA
10.1 Share capital and substantial shareholders’ shareholding
The MCA has no effect on the issued and paid-up share capital and substantial shareholders’ shareholding of TMS.
10.2 Earnings and net assets (“NA”)
The MCA is not expected to have material effect on the earnings and NA of the Group in the financial year ending 31 December 2015 but is expected to improve the earnings and NA of the Group for the financial year ending 31 December 2016 onwards over the Management Period of the Development Project.
10.3 Gearing
The Group cannot determine the breakdown between the internally generated fund and banks borrowings at this juncture, hence the effect of gearing.
11. APPROVALS REQUIRED
The MCA is not subject to the approval of the shareholders of TMS or any other relevant authorities.
However, TMS will seek for the approval of its shareholders for diversification of its operations into the construction business once the Company foresees it will fall under the requirements of Chapter 10.13 of the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad.
12. DIRECTORS' AND SUBSTANTIAL SHAREHOLDER'S INTERESTS
None of the directors and/or substantial shareholders of TMS and/or persons connected with them have any interest, direct or indirect, in the MCA.
13. STATEMENT BY DIRECTORS
The Board, after considering all aspects of the MCA, is of the opinion that the MCA is in the best interest of the Group.
14. DOCUMENT FOR INSPECTION
The MCA is available for inspection at the registered office of TMS at No. 9A, Jalan Medan Tuanku, Medan Tuanku, 50300 Kuala Lumpur between 9.00 am to 5.00 pm from Monday to Friday (except for public holidays) for a period of one (1) month from the date of this announcement.
This announcement is dated 07 September 2015.
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发表于 9-8-2015 03:41 PM
发表于 11-8-2015 01:59 AM
，，去年30亿成交量，没有了，40亿，76亿是历史了，
1937 
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