Asset Acquisitions and Disposals::DIVESTMENT OF GOLDEN BAY REALTY (PRIVATE) LIMITED

Issuer & Securities

Issuer/ Manager
SINARMAS LAND LIMITED
Securities
SINARMAS LAND LIMITED - SG1E97853881 - A26
Stapled Security
No

Announcement Details

Announcement Title
Asset Acquisitions and Disposals
Date &Time of Broadcast
03-Nov-2017 19:21:42
Status
New
Announcement Sub Title
DIVESTMENT OF GOLDEN BAY REALTY (PRIVATE) LIMITED
Announcement Reference
SG171103OTHRPPDZ
Submitted By (Co./ Ind. Name)
Kimberley Lye Chor Mei
Designation
Company Secretary
Description (Please provide a detailed description of the event in the box below)
The Board of Directors (the "Board") of Sinarmas Land Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that its wholly-owned subsidiary, AFP Land Limited (the "Vendor"), has today entered into a conditional sale and purchase agreement ("CSPA") with Hiap Hoe Limited (the "Purchaser", together with the Vendor, the "Parties") for the divestment of its interest in the entire issued and paid-up share capital of Golden Bay Realty (Private) Limited (the "Target") (the proposed divestment hereinafter referred to as the "Proposed Divestment").

The Target, a private company incorporated in Singapore in the business of property investment holdings, is presently the registered proprietor of retail and office units situated in Orchard Towers, a mixed development located on 400 Orchard Road, Singapore 238875 and 1 Claymore Drive, Singapore 229594 (collectively referred to as the "Properties"), with the Properties having an aggregate strata floor area of approximately 128,000 square feet and net leasable area of approximately 89,000 square feet.

The consideration for the Proposed Divestment ("Consideration") was agreed on a willing-buyer willing-seller basis to be an amount equivalent to the net asset value ("NAV") of the Target as at the date of completion of the Proposed Divestment (the "Completion Date"). The agreed value of the Properties shall be S$162 million in determining such NAV. The Consideration was agreed after taking into account, inter alia, the agreed value and income profiles of the Properties.

The Parties have agreed upon conditions precedent customary for transactions of such nature such as receipt of all relevant third-party consents and approvals (if any) and other property-related conditions precedent such as good title, the Target not being a property holding entity for the purposes of the Stamp Duties Act (Chapter 312) of Singapore, and satisfactory responses to legal requisitions conducted on the Properties. The Vendor had given customary warranties and indemnities subject to agreed limitations.

The amount payable by the Purchaser on the Completion Date shall be the NAV of the Target as derived from a pro forma (unaudited) statement of financial position of the Target ("Pro Forma NAV"). Post-completion, the accounts of the Target shall be audited and the said NAV derived from the audited accounts in an agreed form as at the Completion Date ("Audited NAV"). The Audited NAV shall prevail in determining the final amount paid to the Vendor, pursuant to which the Purchaser shall pay or receive a refund from the Vendor (as the case may be) an amount equivalent to the difference (if any) between the Pro Forma NAV and the Audited NAV.

The Proposed Divestment seeks to realise gains and unlock values of long-term investment properties held by the Group. The net proceeds received by the Group, after deductions for transactional expenses and the repayment of bank loans extended to the Target, are intended to be used as general working capital of the Group and/or for future acquisitions in other markets as and when such opportunities arise, thereby enhancing the Group's property investment yields. The Group expects to recognise a gain on disposal of approximately S$109 million if the Proposed Divestment completes in accordance with the terms of the CSPA.

Upon completion of the Proposed Divestment, the Target shall cease to be a subsidiary of the Company.

None of the Directors or the controlling shareholders of the Company has any interest, direct or indirect, in the Proposed Divestment, other than through their respective shareholdings and/or directorships in the Company (if any). Further announcements on the Proposed Divestment will be released as and when there are material updates to the foregoing.

A copy of the CSPA is available for inspection during normal business hours at the registered office of the Company for 3 months from the date hereof.

By Order of the Board

Robin Ng Cheng Jiet
Director
3 November 2017