1. INTRODUCTION
The Board of Directors of ABMB (“Board”) wishes to announce that Alliance Bank Malaysia Berhad ("ABMB" or "the Bank") had on 9 October 2023 entered into a conditional Sale and Purchase Agreement (“SPA”) with Oxley Rising Sdn Bhd (“ORSB”) for the acquisition of 24 floors of office suites together with 4 adjoining retail lots on the 2-storey retail podium, all to be stratified and located at Tower 3 (Menara C) ("Properties"), which forms part of the ongoing mixed commercial cum residential development by ORSB located along Jalan Ampang, Kuala Lumpur City Centre (the “Project”), for a total purchase price of RM405,839,320-00 (“Purchase Price”) (“Acquisition”).
The Properties is intended to be the new Corporate Office of ABMB Group.
Further details of the Acquisition are set out in the ensuing sections.
2. DETAILS OF THE ACQUISITION
2.1 Description of the Properties
The Project is a freehold commercial cum residential development located along Jalan Ampang and in the heart of the prime commercial district of Kuala Lumpur City Centre. It is erected on master title Geran 80314, Lot No. 20009, Seksyen 58, Bandar Kuala Lumpur, Daerah Kuala Lumpur and Negeri Wilayah Persekutuan Kuala Lumpur and is adjacent to notable landmarks of Kuala Lumpur such as Four Seasons KLCC and Twin Tower KLCC.
The entire development of the Project comprises the following components:
a) Tower 1 Hotel & Residential Suites
b) Tower 2 Hotel & Residential Suites
c) Tower 3 Signature Office
d) Retail Podium
The Properties consist of:
(a) 24 floors of office suites from Level 6 to Level 29 with floor area of 315,711 square feet to be stratified; and
(b) 4 adjoining retail lots consisting 2 duplex units located on the Ground and 1st floors, and 2 units on the Ground floor of the 2-storey retail podium
measuring a total floor area of 9,569 square feet to be stratified.
The Properties are expected to be completed by end of November 2024.
2.2 Background information on ORSB
ORSB was incorporated in Malaysia on 8 July 2013 under the Malaysian Companies Act and its principal activities are property development.
ORSB is a wholly-owned subsidiary of Oxley Holdings (Malaysia) Sdn Bhd which in turn is a wholly-owned subsidiary of Oxley Holdings Limited.
Based on the search conducted at Companies Commission of Malaysia dated 9 October 2023, the directors and shareholder of ORSB are as follows:
No. | Shareholder of ORSB |
| Oxley Holdings (Malaysia) Sdn Bhd |
No | Directors of ORSB | |
| |
| Ching Chiat Kwong |
|
2. | Low See Ching (Liu Shijin) |
|
3. | Lim Chee Chong |
|
2.3 Source of funding
The Acquisition will be fully funded via the capital market and internal funds.
2.4 Estimated Time for Completion of the Acquisition
The completion of the Acquisition is subject to fulfilment of the conditions precedent of the SPA, which includes obtaining regulatory approval for the relocation of the Corporate Office of the Bank.
Barring any unforeseen circumstances and subject to the fulfilment of the conditions precedent of the SPA, the Acquisition is expected to be completed by November 2024.
3. BASIS OF AND JUSTIFICATION IN ARRIVING AT THE PURCHASE PRICE
The purchase price of RM405,839,320-00 was arrived at on a willing buyer and willing seller basis.
4. RATIONALE AND BENEFITS OF THE ACQUISITION
The Acquisition is for the following reasons:
(a) Opportunity to improve visibility and branding of ABMB
The strategic location of the Properties at the commercial centre of KLCC and a dedicated building name of the Bank will improve the visibility and branding of ABMB.
(b) Enhancement to staff working environment and well-being facilities
This Acquisition would provide the staff a fresh working environment with better amenities.
(c) Environmental, Social & Governance Consideration
The Properties are earmarked as a Green certified building and this will form part of the Bank’s sustainability journey to be a more sustainable and resilient organisation.
5. RISKS OF THE ACQUISITION
The risks associated with the Acquisition are expected to be minimal as the risks are limited to the non-fulfilment of the conditions precedent of the SPA which are mainly administrative and are unlikely to impact the completion of the Acquisition.
6. EFFECTS OF THE ACQUISITION
The Acquisition will not have any material effect on the following:
(a) Earnings Per Share of ABMB for the financial year ending 31 March 2024;
(b) Consolidated Net Assets, Net Assets per Share or gearing of ABMB for the financial year ending 31 March 2024; and
(c) Issued share capital of ABMB or the shareholdings of the substantial shareholders of ABMB.
7. APPROVAL/CONSENT REQUIRED FOR THE ACQUISITION
The Acquisition is subject to regulatory approval for the relocation of the Corporate Office. Approval of the shareholders of ABMB is not required.
8. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED
None of the Directors and/or major shareholders of ABMB or persons connected with them have any interest, direct or indirect, in the Acquisition.
9. STATEMENT BY THE BOARD
The Board, having taken into consideration all aspects of the Acquisition is of the opinion that the Acquisition is in the best interest of the Bank.
10. PERCENTAGE RATIO APPLICABLE
The highest percentage ratio for the Acquisition is 6.02% pursuant to paragraph 10.02 (g) of the Main Market Listing Requirements of Bursa Malaysia.
11. DOCUMENTS AVAILABLE FOR INSPECTION
The SPA is available for inspection at the registered office of ABMB at 3rd Floor, Menara Multi-Purpose, Capital Square, 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur during office hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.
This announcement is dated 9 October 2023.
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