News

The Board of Directors of ASB wishes to announce that ASHR and ASP have on 10 February 2014 accepted a Letter of Intent (“Offer”) from Maranatha, a limited liability company with a share capital of EURO7,000,000, located at 148 traverse de la Martine bat A1, 13 011 MARSEILLE registered with the MARSEILLE Register of Companies under the number 500 162 979, represented by Mr Olivier Carvin, the President, or any other representatives (“the Purchaser”), to acquire the Group’s entire shareholding and voting rights, free from all securities, fees, options or other engagements in ASP, HVLP and LDM (“Acquiree Companies”)(“Proposed Disposal”).

ASHR owns 70% of the shares and voting rights of ASP and the remaining 30% shareholding and voting rights is held by Memory Gate Sdn Bhd (862948-K), a non-related company (“MGSB”). MGSB has also accepted the Offer. The consideration payable to ASHR and MGSB pursuant to the Offer shall be proportionate to their equity interest in ASP. HVLP is a wholly-owned subsidiary of ASP. ASHR owns 100% of the shareholding and voting rights of LDM.

ASP is the owner of the real estate asset located at 46 rue de Trévise, 75 009 PARIS (“Hotel Property”)  with the exception of the nine rooms located on the 1^st floor of the Hotel Property, which are not owned by ASP and are operated under a lease agreement.

HVLP owns and manages the hotel business located at the Hotel Property and the restaurant business located at the Restaurant Property (as defined below).

LDM is the owner of the real estate asset located at 46 rue de Trévise, 75 009 PARIS (“Restaurant Property”) in which the restaurant business is operated by HVLP.

The Offer from the Purchaser is EURO10,500,000 (equivalent to approximately RM46,725,000) (“Consideration”), being the value of the immovable assets and the business (“Asset”) of ASP, HVLP and LDM with value assigned to the Asset of ASP, HVLP and LDM of EURO3,800,000, EURO5,500,000 and EURO1,200,000 respectively. The Group’s share of the Consideration is EURO7,710,000 (equivalent to approximately RM34,309,500). The final consideration for the entire equity interest in the Acquiree Companies shall be arrived at after adjusting the Consideration by adding the net book value of other assets and deducting the net book value of liabilities in the Acquiree Companies as at the completion date. All shareholders’ loans shall be reimbursed upon the completion of the Proposed Disposal.

With the completion of the Proposed Disposal, ASP, HVLP and LDM shall cease to be indirect subsidiaries of ASB.

The Consideration was derived at on a willing buyer willing seller basis after taking into consideration the net book value of the property, plant and equipment of ASP and LDM as at 30 September 2013 and the revenue generated by HVLP, ASP and LDM for the financial year ended 31 December 2012.

On acceptance of the Offer, the Purchaser shall be granted an exclusivity period to undertake the survey and audit of the Acquiree Companies and their assets and businesses and thereafter to confirm their interest by entering into a transfer agreement (“SPA”) no later than 7 March 2014, upon which the Purchaser shall pay a deposit of EURO525,000 to be held in escrow.

The transfer of the aforesaid shares and voting rights shall take place latest by 30 June 2014 or a later date to be mutually agreed by the parties.

In conjunction with the Proposed Disposal, the parties shall negotiate a separate licence agreement in relation to the brand «Holiday Villa» with ASHR for a non renewable term of 5 years.

The highest percentage ratio applicable to the Proposed Disposal is 7.47% pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

None of the directors, major shareholders and/or persons connected with the directors and major shareholders of ASB has any interest, direct or indirect, in the Proposed Disposal.

The Board of Directors of ASB, after due consideration, is of the opinion that the Proposed Disposal is in the best interest of the Company.

The Proposed Disposal is subject to the execution of SPA to be entered into by the parties and a separate announcement will be released upon execution of the same.

This announcement is dated 10 February 2014.