Sale Of Avillion Hotel Sydney ("Disposal")
BackJan 22, 2007
Your letter dated 18 January 2007 pertaining to the above refers.We are please to provide you the following additional information for public release:-
1.0 Particulars of Avillion Hotel Sydney:-
1.1 The approximate area and number of rooms;
The hotel measures approximately 23,339 sq. meter in area and the number of saleable rooms are 445.
1.2 The approximate age of the building ;
The approximate age of the building is 8 years.
1.3 The terms of the tenure, if leasehold, the expiry date of the lease;
The tenure is freehold.
1.4Whether any valuation was carried out on Avillion Hotel Sydney; if so, the name of the independent registered valuer, date and method of valuation and quantification of the market value; and
No valuation was done for this sale as it is on a "willing buyer willing seller basis".
1.5The encumbrances; if any.
The land and building of the Avillion Hotel Sydney is currently pledged to OCBC Sydney to secure a Term Loan of AUD63,499,997.85 and it will be fully discharged upon completion of the sale.
2.0 The salient features of the Business Sale Deed and Contract for the Sale of Land.
The salient features of the Business Sale Deed and Contract for the Sale of Land are:-
2.1 PARTIES
2.1.1 Business Sale Deed
BETWEENAvillion Hotels International (Sydney) Pty Limited(ACN 076 356 208) of 389 Pitt Street Sydney in the State of New South Wales ("the Vendor") of the first part;
AND Reliance-OSW (Nominees) Pty Limited(ACN 076 612 989) of 389 Pitt Street Sydney in the State of New South Wales ("the Owner") of the second part;
AND Schwartz Family Co Pty Limited(A.C.N. 001 531 335) of 17 - 25 Spring Street, Bondi Junction in the State of New South Wales ("the Purchaser") of the third part;
2.1.2 Contract for sale
BETWEEN Reliance-OSW (Nominees) Pty Limited(ACN 076 612 989)(as Vendor);
AND Schwartz Family Co Pty Limited(A.C.N. 001 531 335) (as Purchaser);
AND Avillion Hotels International (Sydney) Pty Limited(ACN 076 356 208) (as Business Owner);
2.2 DATE OF AGREEMENT: 15 January 2007
2.3 COMPLETION DATE: 12 March 2007
2.4 PURCHASE PRICE
The purchase price of AUD115,000,000 are for both agreements and no break up is required.
2.4.1 Purchase Price
Notwithstanding anything to the contrary in the contract for the Sale of Land or the Business Sale Deed the purchase price of the aggregate of the consideration to be paid by the Purchaser to the Vendor pursuant to the contract for the Sale of Land and the consideration to be paid by the Purchaser pursuant to the Business Sale Deed is AUD115,000,000.00 (exclusive of GST) ("Price"). The Purchaser will pay the Price to the Vendor by bank cheque, as directed by the solicitors for the Vendor (Home Wilkinson Lowry) in writing.
2.4.2 Deposit and Balance of the Purchase Price
The provisions of this clause apply despite any other clause of this contract.
The Vendor agrees that:
(a) the part deposit payable at the date of the making of this contract will be the sum of AUD5,750,000.00 ("Part of Deposit") and not the full sum of AUD11,500,000.00 otherwise provided by the contract; and
(b) that the balance of the deposit, being AUD5,750,000.00 will be paid:
(i) prior to completion by bank cheque; or
(ii) on demand under special condition as disclosed below,
whichever is earlier.
Notwithstanding the payment by the Purchaser of the deposit moneys upon signing of this contract, the Purchaser acknowledges and agrees that, should circumstances arise which would entitle the Vendor to receive the deposit moneys by way of forfeiture, the Vendor will be entitled to recover from the Purchaser moneys equivalent to ten percent (10%) of the purchase price and it is further agreed that payment of the deposit will not prevent the creation of contractual relations which would otherwise arise in accordance with the terms of this contract.
Investment of Part Deposit
On the date of this Contract, the Purchaser must pay to the Vendor's solicitor, Home Wilkinson Lowry as stakeholder ("depositholder") the Part Deposit to be held by the depositholder as stakeholder on condition that the depositholder hold the Part Deposit on the terms of this Contract.
(a) The depositholder must invest the Part Deposit in a cash management account of an Australia trading bank as specified by the depositholder.
(b) On completion of this Contract and the Business Sale Deed, the Part Deposit immediately vests in the Vendor and the Purchaser must deliver to the Vendor a written direction addressed to the depositholder to account to the Vendor for the Part Deposit. All interest earned on the Part Deposit less all government and bank charges, must be paid on 30 June in each year in which it is invested and on completion as follows:
(b) that the balance of the deposit, being AUD5,750,000.00 will be paid:
(i) prior to completion by bank cheque; or
(ii) on demand under special condition as disclosed below,
whichever is earlier.
Notwithstanding the payment by the Purchaser of the deposit moneys upon signing of this contract, the Purchaser acknowledges and agrees that, should circumstances arise which would entitle the Vendor to receive the deposit moneys by way of forfeiture, the Vendor will be entitled to recover from the Purchaser moneys equivalent to ten percent (10%) of the purchase price and it is further agreed that payment of the deposit will not prevent the creation of contractual relations which would otherwise arise in accordance with the terms of this contract.
Investment of Part Deposit
On the date of this Contract, the Purchaser must pay to the Vendor's solicitor, Home Wilkinson Lowry as stakeholder ("depositholder") the Part Deposit to be held by the depositholder as stakeholder on condition that the depositholder hold the Part Deposit on the terms of this Contract.
(a) The depositholder must invest the Part Deposit in a cash management account of an Australia trading bank as specified by the depositholder.
(b) On completion of this Contract and the Business Sale Deed, the Part Deposit immediately vests in the Vendor and the Purchaser must deliver to the Vendor a written direction addressed to the depositholder to account to the Vendor for the Part Deposit. All interest earned on the Part Deposit less all government and bank charges, must be paid on 30 June in each year in which it is invested and on completion as follows:
(i) if this contract is completed, half to the purchaser and half to the Vendor; and
(ii) if this contract is rescinded or terminated, to the party entitled to the Part Deposit.
(ii) if this contract is rescinded or terminated, to the party entitled to the Part Deposit.
2.4.3 Balance of the Purchase Price
On the date of completion of this Contract for the Sale of Land and the Business Sale Deed, the Purchaser must pay to the Vendor by bank cheque as directed by the Vendor, the Purchase Price, less the Deposit, and adjusted.
3.0 Details of the Purchaser.
We will provide details of the above upon receipt of consent from the Purchaser.
4.0 The net profits and net assets of Avillion Hotel Sydney based on its last audited accounts.
The Net Profits/(losses) based onlast audited accounts is (AUD823,018) and the Net Assets/(Liabilites) based on last audited accounts is (AUD 1,896,000).
5.0 The net book value of Avillion Hotel Sydney building based on Reliance Pacific Berhad (RPB)'s last audited accounts.
The net book value of Avillion Hotel Sydney building based on Reliance Pacific Berhad (RPB)'s last audited accounts is RM295,527,000 (AUD 113,038,000)
6.0 RPB's original cost of investment and date of investment in Avillion Hotel Sydney.
RPB's original cost of construction (inclusive of plant & operating equipment) is AUD 113,770,000 of which RPB investment portion is 51%. The hotel was incepted in 1997 and was opened for business in 1999.
7.0 To state how the consideration will be satisfied and the terms of any arrangement for payment on a deferred basis.
The consideration will be satisfied on cash basis. There are no terms of any arrangement for payment on a deferred basis.
8.0 The effect of the Disposal on the gearing, share capital and substantial shareholders' shareholding of RPB.
The gearing will reduced from 1.32 as per 31 March 2006 audited accounts to approximately 0.5 upon the completion of the Disposal.
The Disposal will not have any effect on the share capital and substantial shareholders' shareholding of RPB as the sales consideration will be fully satisfied by cash.
Query Letter content :
We refer to your announcement dated 16 January 2007 in respect of the aforesaid
matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release :-
(1) Particulars of Avillion Hotel Sydney such as :-
(a) the approximate area and number of rooms;
(b) the approximate age of the building;
(c) the terms of the tenure, if leasehold, the expiry date of the lease;
(d) Whether any valuation was carried out on Avillion Hotel Sydney; if so, the
name of the independent registered valuer, date and method of valuation and
quantification of the market value; and
(e) the encumbrances, if any.
(2) The salient features of the Business Sale Deed and Contract for the Sale of
Land.
(3) Details of the Purchaser.
(4) The net profits and net assets of Avillion Hotel Sydney based on its last
audited accounts.
(5) The net book value of Avillion Hotel Sydney building based on Reliance
Pacific Berhad (RPB)'s last audited accounts.
(6) RPB's original cost of investment and date of investment in Avillion Hotel
Sydney.
(7) To state how the consideration will be satisfied and the terms of any
arrangement for payment on a deferred basis.
(8) The effect of the Disposal on the gearing, share capital and substantial
shareholders' shareholding of RPB.
Please furnish Bursa Securites with the announcement containing the aforesaid
information within two (2) market days from the date hereof.
Yours faithfully
Tan Yew Eng
Head, Issuers
Listing Division
Group Regulations
LPY
c.c. Encik Chung Tin Fah, Securities Commission (via fax)
Bursa Announcement
