Company Name: KOBAY TECHNOLOGY BERHAD
Stock Name: KOBAY
Date Announced: 08 May 2019
Category: General Announcement for PLC
Reference Number: GA1-08052019-00052
Type: Announcement
Subject: TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description: Sale of properties by LD Global Sdn Bhd (wholly-owned subsidiary of Kobay Technology Bhd) to Related Parties
1. INTRODUCTION
The Board of Directors of Kobay Technology Bhd. (“Kobay” or “the Company”) wishes to announce that its wholly-owned subsidiary, LD Global Sdn Bhd (“LD Global”) had entered into a Sale and Purchase Agreement (SPA) in respect of the related party transactions (referred to as “ the Transactions”), the details of which are as set out below :-
| wholly-owned subsidiary company | Purchaser/(s)(hereinreferred to as “Related Parties”) | Nature of relationship | Description of the transaction/(s) | Selling price (RM) |
| LD Global | Ms Dennycia Koay Zee Wei | Ms Dennycia Koay Zee Wei, the daughter of Dato’ Seri Koay Hean Eng, the CEO of Kobay and shareholder of Kobay by virtual of his 2.43% direct interest in Kobay and 25.75% deemed interest via Kobay Holdings Sdn. Bhd., the major shareholder of Kobay. | Sale of 1 unit Serviced Apartment (Type SS1), Lavanya Residences, Langkawi, held under PT334, HS(M) 802, Bandar Padang Mat Sirat, Pantai Tengah, Pulau Langkawi, Kedah. | 682,000 |
| LD Global | Mr. Koay Zee Ee | Mr. Koay Zee Ee, the son of Dato’ Seri Koay Hean Eng, the CEO of Kobay and shareholder of Kobay by virtual of his 2.43% direct interest in Kobay and 25.75% deemed interest via Kobay Holdings Sdn. Bhd., the major shareholder of Kobay. | Sale of 1 unit Serviced Apartment (Type SS1), Lavanya Residences, Langkawi, held under PT334, HS(M) 802, Bandar Padang Mat Sirat, Pantai Tengah, Pulau Langkawi, Kedah. | 686,000 |
| Total | 1,368,000 |
2. INFORMATION ON LD GLOBAL
LD Global, the wholly owned subsidiary of Kobay, was incorporated in Malaysia on 3 July 2000 with its paid-up capital of RM19,900,000-00 (Ringgit Malaysia : Nineteen Million and Nine Hundred Thousand Only).
The principle activity of LD Global is property development.
3. SALIENT TERMS OF THE SPA
The consideration for the Transactions shall be paid in the following manner :-
a) A payment equivalent to 10% of the Selling Price had been paid upon execution of the SPA;
b) The balance 90% shall be paid according to the stage of works completed.
LD Global agreed to sell and the Related Parties agreed to purchase the abovementioned properties with vacant possession free from encumbrances and subject to the terms and conditions therein stipulated in the SPA which are standard and applicable to all purchasers.
4. RATIONALE AND PROSPECT OF THE PROPOSED ACQUISITION
The Transaction as described above are incurred in the ordinary course of business of LD Global. There is no liability to be assumed arising from the Transactions.
5. BASIS OF ARRIVIG AT THE SELLING PRICE
The Transactions are based on the standard terms and pricing applicable to general public and is not more favourable than those generally offered to all other purchasers of LD Global. The Transactions are entered into at an arm’s length basis and not to the detriment of the minority shareholders of Kobay.
6. FINANCIAL EFFECT OF THE TRANSACTIONS
(a) On earnings and earnings per share
The SPA is not expected to have any material effects on the earnings of Kobay Group for the financial year ending 30 June 2019.
(b) On net assets and gearing
The SPA does not have any effect on net assets and gearing of Kobay Group for the financial year ending 30 June 2019.
(c) On share capital and substantial shareholders’ shareholdings
The SPA does not have any effect on the paid up capital and substantial shareholders’ shareholdings of Kobay.
7. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the Transactions pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements of Bursa Securities is 0.9%.
8. APPROVAL REQUIRED
The Transactions are being incurred in the ordinary course of business which are not subject to the approval of the shareholders of Kobay or any regulatory authorities.
9. COMPLETION DATE
The Transactions are expected to be completed within the timeframe as stated in the SPA.
10. TOTAL AMOUNT TRANSACTED BY THE RELATED PARTIES
Save and except for the Transactions as described herein, there is no other transaction entered into between the Related Parties within Kobay for the preceding 12 months.
11. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS
Saved as disclosed above, none of the other Directors and/or major shareholders of Kobay and/or persons connected with them have any interest, direct or indirect in the Transaction.
12. STATEMENT BY THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
The Board of Directors (which Dato’ Seri Koay Hean Eng, Mr. Koay Cheng Lye and Mr. Koay Ah Bah @ Koay Cheng Hock were abstained from voting as person connected to the Related Parties) are of the opinion that the Transactions are in the best interest of the Company and it is fair and reasonable and is not detrimental to the Company and its Shareholders.
In addition to that, the Audit Committee, having considered all aspects of the Transactions, including the rationale, is of the opinion that they are :-
a) in the best interest of Kobay and its Group;
b) fair, reasonable and normal commercial terms; and
c) not detrimental to the interest of the Company’s minority shareholders.
13. DOCUMENT FOR INSPECTION
Copy of SPA will be made available for inspection at the registered office of the Company at 3rd Floor, Wisma Kobay, No. 42-B Jalan Rangoon, 10400 Georgetown, Penang during normal working hours for a period of three (3) months from the date of this announcement.
This announcement is dated 8 May 2019.