Further to the announcement on 28 October 2005 of our intention to sell Avillion Hotel, Sydney, we are pleased to inform that on 15 January 2007, Reliance-OSW (Nominees) Pty Limited and Avillion Hotels International (Sydney) Pty Limited, both 51% owned subsidiaries of RPB have signed the following agreements:-
Types of Agreements
(a) Business Sale Deed entered between Avillion Hotels International (Sydney) Pty Limited, ( ACN 076 356 208) ("The Vendor"), Reliance-OSW (Nominees) Pty Limited (ACN 076 612 989) ("The Owner") and Schwartz Family Co. Pty Limited(ACN 001531335)("The Purchaser") to sell the business of the Avillion Hotel, Sydney as a going concern basis.
(b) Contract for the Sale of Land entered between Reliance-OSW (Nominees) Pty Limited ("As Vendor") andSchwartz Family Co. Pty Limited("As Purchaser") and Avillion Hotels International (Sydney) Pty Limited(As Business Owner")to sell the Avillion Hotel, Sydney, situated at 389 Pitt Street, Sydney NSW 2000, Australia.
(hereinafter referred to as "the Disposals")
The total consideration of the above transactions is AUD115 million agreed upon on a "willing buyer, willing seller" basis.
2.0Directors and substantial shareholders Interest
There are no directors' or substantial shareholders' interest involved in the Disposals.
3.0 Shareholders' approval and other relevant government authorities
3.1 Shareholders' approvals
Shareholders' approval is required for the aforesaid transactions. The Company will apply for a waiver on Paragraph 1.03 of the Listing Requirements to ratify the Disposals.
3.2 Other relevant government authorities' approval
There are no other relevant government authorities' approval required in the above transactions.
4.0 Financial effects on EPS and Net Assets per ordinary share
RPB group will realise a total gain on disposal of approximately RM14 million for the financial year ending 31st March 2007 arising from the Disposals based on the prevailing conversion rate. The EPS and Net Assets per ordinary share of RPB Group will improve accordingly.
5.0 Rationale
The sale of the Hotel is timely for RPB given the current high exchange rate and a fair capital value at the time of sale.
The Disposals represents an opportunity for RPB Group to realise gains on its investment.
6.0 Utilisation of Proceeds
The proceeds arising from the Disposals will be utililised to retire borrowings, therefore reducing borrowing cost for RPB Group.
7.0 Liabilities to be Assumed
There are no liabilities to be assumed by the purchaser arising from the Disposals. The hotel is sold as a going concern together with the assets therein.
8.0 Departure from the Securities Commission's Policies and Guidelines on Issue/Offer of Securites ("SC Guidelines")
There were no departures from SC Guidelines in respect of the Disposals.
9.0 Directors' Recommendation
The Board of RPB is of the opinion that the Disposals are in the best interest of the Company.
10.0 Estimated time frame for the completion of the transaction
The Disposals are expected to be completed by 12th March 2007.
11.0 Documents Available for Inspection
A copy of the Business Sale Deed and Contract for the Sale of Land dated 15th January 2007 will be made available for inspection by RPB shareholders at the Company's registered office located Block A Unit A-5-3 Megan Avenue II, 12 Jalan Yap Kwan Seng during normal office hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.