Bekanntmachung von Tanjong

Hier kommt alles rein, was mit dem Standort Brand, aber nicht direkt mit der CargoLifter AG und ihren 100%-igen Töchtern zu tun hat.

Moderatoren: Moderator, ZiB-Moderatoren

Bekanntmachung von Tanjong

Beitragvon Lifter » Sa, 12.07.2003 22:30

Ich finde, dass wir hier einige interessante Details zum Deal nachlesen können.

1. INTRODUCTION

Further to the announcement made on 20 June 2003, Tanjong announces that:

(a) Tanjong Entertainment Sdn Bhd ("TESB"), a wholly owned subsidiary of Tanjong, has entered into a joint venture agreement dated 11 July 2003 ("JVA") with Au Leisure Investments Pte Ltd ("Au Leisure"), a company owned by Mr Colin Au ("CA"); and
(b) JFVVG Dreiundvierzigste Vermögensverwaltungsgesellschaft mbH (to be known as "Tropical Island Management GmbH") and JFVVG Fünfundvierzigste Vermögensverwaltungsgesellschaft mbH (to be known as "Tropical Island Asset Management GmbH") (collectively referred to as the "German Companies"), both 50% owned by TESB, have entered into a conditional purchase and loan contract with Prof Dr Rolf-Dieter Mönning ("Liquidator"), in his capacity as the insolvency trustee of CargoLifter AG ("CargoLifter") group of companies ("CargoLifter AG Group"), dated 11 July 2003 ("Conditional Purchase and Loan Contract").

For purposes of this announcement, an exchange rate of EUR1.00 : RM4.35 has been adopted.


2. DETAILS OF THE JVA

Pursuant to the JVA, TESB and Au Leisure shall hold equal equity interest of 50:50 in Central Pacific Assets Limited, being the joint venture company ("JV Company") that shall identify, develop and operate edutainment and leisure based holiday destinations with tropical island setting ("Proposed Joint Venture").

The JV Company will be initially capitalised at EUR5 million comprising 5 million ordinary shares of EUR1.00 each and eventually an enlarged paid-up share capital of up to EUR30 million. TESB shall subscribe for its interest in the JV Company using internally generated funds.

CA shall be appointed as the Chief Executive Officer of the JV Company. The position of Chairman and Chief Financial Officer of the JV Company shall be nominated by TESB.


3. THE PROPOSED ACQUISITION OF ASSETS FROM CARGOLIFTER AG GROUP
Pursuant to the Conditional Purchase and Loan Contract, Tropical Island Asset Management GmbH shall acquire, amongst others, all the pieces of land owned by CargoLifter AG Group measuring approximately 500 hectares located at Briesen in Brand, Germany, together with all such buildings erected thereon and all rights attached thereto, including:
a free standing hangar measuring 360 metres (length) by 210 metres (width) by 107 metres (height);
a visitors' centre and other operational and ancillary buildings; and
an option to purchase the adjoining parcels of land measuring an aggregate of approximately 100 hectares for an option price of approximately EUR1.28 million (or approximately RM5.6 million), exercisable through 30 December 2008.

Further, Tropical Island Management GmbH shall acquire a 49% share in Energieversorgung Brand GmbH which owns the on-site power station and certain moveable fixtures and equipment owned by CargoLifter AG Group.

(Hereinafter, the above acquisitions shall be collectively referred to as the "Proposed Acquisitions" and the subject of the Proposed Acquisitions shall be collectively referred to as the "Assets")

3.1. Purchase Consideration

The total purchase consideration payable in respect of the Proposed Acquisitions of EUR17.5 million ("Purchase Consideration"), which was arrived at following negotiations with the Liquidator after the submission of the joint bid, shall be wholly satisfied in cash as follows:
(a) a non-refundable sum of EUR50,000 which had been paid at the point of submission of the joint bid by Tanjong and CA on 13 June 2003;

(b) a refundable deposit of EUR4.95 million (or approximately RM21.5 million) which has been paid into an interest-bearing trust account upon the execution of the Conditional Purchase and Loan Contract on 11 July 2003; and
(c) the balance Purchase Consideration less the loan amounts as detailed in Section 3.2 below which shall be payable within 14 days after the rights of withdrawal as described in Section 3.5 below have lapsed.

The Purchase Consideration shall be funded by the German Companies through a combination of equity funds and shareholder's advances.

No valuation has been undertaken by the German Companies on the Assets.

Save for the assumption of the employment of 12 permanent employees as required under German laws, there are no liabilities relating to the aforesaid assets to be acquired pursuant to the Proposed Acquisitions.

3.2. Loan amounts and contributions

Under the terms of the Conditional Purchase and Loan Contract, Tropical Island Asset Management GmbH shall extend a loan of EUR1 million to the Liquidator at an interest rate of 2.8 % per annum to enable the Liquidator to continue to manage the Assets and maintain existing insurance and service contracts in relation to the Assets pending completion of the Conditional Purchase and Loan Contract. In addition, Tropical Island Asset Management GmbH undertakes to extend a further loan amount of EUR1 million to the Liquidator if the Liquidator is able to prove that the additional amount is required for the aforesaid purpose.

The loans of up to EUR2 million and the deposit of EUR4.95 million, which shall be repayable in the event the Conditional Purchase and Loan Contract is terminated, are secured by a guarantee to be issued by the State of Brandenburg or a major European bank.

The loans of up to EUR2 million shall however be set-off against part of the balance Purchase Consideration upon completion of the Conditional Purchase and Loan Agreement.

Tropical Island Management GmbH shall also make a contribution amounting to EUR180,000 to the Liquidator over a period of six months commencing from August 2003. However, in the event the Conditional Purchase and Loan Agreement is terminated, then the EUR180,000 together with interest accrued at a rate of 2.8% per annum shall be repayable.

3.3. Taxes payable

In addition to the Purchase Consideration, a refundable value-added tax equivalent to 16% of the Purchase Consideration or EUR2.8 million (approximately RM12.2 million) is payable by the German Companies upon completion of the Proposed Acquisitions.

A non-refundable real estate transfer tax amounting to EUR678,832 (or approximately RM3.0 million) is also payable by the German Companies upon completion of the Proposed Acquisitions.

3.4. Conditions precedent

The Proposed Acquisitions are subject to the fulfilment of certain conditions precedent, including the receipt of approvals for the zoning and building plans and permits for construction and buildings from the relevant German authorities by 31 January 2004, with an extension of 3 months up to 30 April 2004 subject to the payment to the Liquidator of an additional amount of EUR30,000 per month.

3.5. Rights of withdrawal
The German Companies are entitled to withdraw from the Conditional Purchase and Loan Contract under the following circumstances:

(a) If major defects to the Assets appear before the conditions precedent have been fulfilled. In such an event, the German Companies may also at their election, demand for an adjustment to the Purchase Consideration if the amount of reduction in the Purchase Consideration does not exceed EUR3 million. A defect is considered as major if the cost of remedial work exceeds EUR0.5 million for a single defect or an aggregate of EUR2 million for several defects.

(b) If the construction and building permits are not granted by 31 January 2004 (which is extendable to 30 April 2004 as described above) or within 2 months of such grant, appeals are lodged against one or more of the permits.

(c) The occurrence of any force majeure events prior to the receipt of approvals for the construction and building permits.
(d) If prior to the receipt of approvals for the construction and building permits, the CargoLifter hangar is destroyed for reasons not attributable to the German Companies.
In the event any right of termination is exercised by the German Companies, then the German Companies shall be entitled to a refund of the deposit of EUR4.95 million, and the loan amounts granted to the Liquidator shall be repaid by the Liquidator upon receipt of 4 weeks' notice from the German Companies.
4. INFORMATION ON THE VENDOR

Prof Dr Rolf-Dieter Mönning, Attorney-at-Law, is acting in his capacity as the trustee (receiver) in the insolvency proceedings of the assets of CargoLifter AG Group.

CargoLifter is a limited liability company in Germany, with its headquarters located in Berlin. CargoLifter AG Group was principally involved in the development, construction, operation and marketing of large airships for the worldwide transportation of large and heavy goods. However, it has been under receivership proceedings since June 2002.

5. RATIONALE

The German Companies will develop and operate an edutainment and leisure based tourist holiday destination with tropical island setting within the hangar mentioned in Section 3 ("Tropical Island") which is located in Brand, approximately 60km south of Berlin, Germany ("Project"). The entrance to the Tropical Island is proposed to be on the north side of the hangar where the ticket office, cloakrooms, souvenir shops, restaurants and bars will be located. Following on from the entrance shall be located a tropical flower world, a tropical village exhibition centre and a tropical lagoon. At the centre of the hangar, there shall be transplanted thereon a rainforest on a hill which shall contain trees and plants from various rainforest zones such as South America, Africa, Asia and Australia, as well as streams, rivers and waterfalls. A tropical sea with beach and terrace for sun loungers shall be created at the south end of the hangar.

The Project would represent the Tanjong Group ("Group")'s first step towards the development of new expertise in the identification, planning, development, management and operation of edutainment and leisure based holiday destinations with tropical island settings, and therefore create a new intellectual property for the Group's leisure and entertainment business.

CA has 30 years of experience and expertise in international leisure and tourism industries. Tanjong is already involved in the leisure and entertainment business through the Group's interest in, inter-alia, Tanjong Golden Village Sdn Bhd and has continuously evaluated further participation in this particular area of business.

As such, we believe that the Project is an extension of the Tanjong Group's expertise and existing involvement in the leisure and entertainment business. The Project also meets Tanjong's investment criteria and is expected to enhance the Group's earnings.

It is estimated that the Project shall incur a total cost of up to approximately EUR70 million (or approximately RM304.5 million), which is inclusive of the Purchase Consideration of EUR17.5 million. The project cost shall be funded through a combination of equity funds, shareholder's advances and bank borrowings to be secured by the German Companies.


6. INFORMATION ON THE GERMAN COMPANIES

6.1. Tropical Island Management GmbH

JFVVG Dreiundvierzigste Vermögensverwaltungsgesellschaft mbH was established in Germany on 22 August 2001 as a private limited company. The company is in the process of changing its name to Tropical Island Management GmbH and shall be principally involved in the operation of a leisure park. As at 11 July 2003, its authorised and issued and paid-up share capital is EUR25,000 comprising 1 ordinary share of EUR25,000 each.

6.2. Tropical Island Asset Management GmbH

JFVVG Fünfundvierzigste Vermögensverwaltungsgesellschaft mbH was established in Germany on 22 August 2001 as a private limited company. The company is in the process of changing its name to Tropical Island Asset Management GmbH and shall be principally involved in the acquisition and administration of the assets which are required for the operation of a leisure park. As at 11 July 2003, its authorised and issued and paid-up share capital is EUR25,000 comprising 1 ordinary share of EUR25,000 each.


7. EFFECTS ON TANJONG
7.1. Effects on share capital, shareholding structure and consolidated net tangible assets ("NTA")

The Proposed Joint Venture, Proposed Acquisitions and Project will not have any effect on the share capital or shareholding structure of Tanjong, as they will not involve the issuance of new ordinary shares by Tanjong.

The Proposed Joint Venture, Proposed Acquisitions and Project are not expected to have any immediate effect on the consolidated NTA of Tanjong.

7.2. Effects on earnings

The Project is only expected to commence operations in the fourth quarter of 2004. As such, the Project will not have any material effect on the Group's earnings for the current financial year ending 31 January 2004.

Barring any unforeseen circumstances, the Project is expected to contribute positively to the Group's earnings in the future years.


8. INVESTMENT CONSIDERATIONS AND PROSPECTS
8.1. Investment considerations

Investment considerations relating to the Project include, but are not limited to, the following:

Legal and regulatory risks
Whilst there is no existing legal or regulatory requirement which would adversely affect the Project, there is no assurance that any unexpected changes in the legislation and regulatory requirements in Germany would not have a material adverse effect on the Project.
Competition risk and barrier to entry
Whilst competition may stem from other outdoor theme parks or other tourist attractions particularly during the summer months, it is believed that this "Tropical Island" holiday destination has an edge over any such competition as the Project is ideally located within 60km of Berlin and it is the first of its kind in terms of the tropical island concept.

Further, the construction of a climatically controlled enclosed space would require a significant amount of cost and time and represents the single most important barrier to entry. However, under the Project, such a climatically controlled enclosed space is provided by the CargoLifter hangar, which is already an existing structure to be purchased at a fraction of its cost.

Notwithstanding the above, there is no assurance that the Project will be able to achieve its anticipated market share in the event of greater competition from existing theme parks, other tourist attractions and/or new entrants.
Environmental risk
Whilst there are certain areas close to the site of the CargoLifter hangar that have been contaminated by fuel oil, a declaration of indemnity against liability has been given and the State of Brandenburg has taken over the obligation to remedy possible existing residual pollution. Further, the Conditional Purchase and Loan Contract provides for cancellation of the said contract should other environmental problems or material defects arise.
Foreign exchange risk
Foreign exchange risk is expected to be minimised as any borrowings obtained by the German Companies to finance the Project shall be denominated in Euro to match the income stream. Further, the Group's equity participation shall also be sourced from the Group's funds held offshore.
Risks relating to the repatriation of profits
German laws currently do not restrict foreign investments in Germany nor the repatriation of profits by foreign investors out of Germany. Barring any unforeseen circumstances, the Tanjong Group expects to repatriate profits arising from the Project within a period of 5 years from the date of commencement of operations of the Project. However, there is no assurance that there will not be any modifications to the existing German laws which may impose restrictions or conditions on the repatriation of profits by foreign investors out of Germany.
8.2. Prospects

The leisure and tourism industry is one of the largest sectors in the world. Tropical islands are one of the most visited holiday destinations in the world. This is especially true for tourists from cold temperate countries who are drawn to the warm and sunny climate. Tourism is an important sector for the German economy. In 2001, the tourism industry represented 8% of Germany's gross domestic product and accounted for 8% of the nation's workforce (Source: German National Tourist Board).

In view of the foregoing, the prospects for the Project are positive and it also offers Tanjong the opportunity to extend its involvement in the leisure and entertainment industry.


9. APPROVALS REQUIRED

Save for the conditions precedent to the Conditional Purchase and Loan Agreement, the Proposed Joint Venture and Proposed Acquisitions are not subject to the receipt of any regulatory or shareholders' approvals.


10. DIRECTORS' OPINION

After careful deliberation, the Directors of Tanjong are of the opinion that the Proposed Joint Venture and Proposed Acquisitions are in the best interest of the Group.


11. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR ANY PERSONS CONNECTED WITH THEM

None of the directors nor major shareholders of Tanjong and/or any persons connected with them have any interest, whether direct or indirect, in the Proposed Joint Venture and Proposed Acquisitions.


12. TENTATIVE TIMING

Barring any unforeseen circumstances and assuming the approvals for the construction and building permits are obtained by the end of the year and the Conditional Purchase and Loan Contract is completed, works within the CargoLifter hangar are expected to commence in the first quarter of 2004, and operations of the Tropical Island are expected to commence in the fourth quarter of 2004.


13. THE SECURITIES COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES

As far as Tanjong is aware, the Proposed Joint Venture and Proposed Acquisitions do not fall within the ambit of the Securities Commission's Policies and Guidelines on Issue/Offer of Securities.


14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the JVA and the Conditional Purchase and Loan Contract shall be made available for inspection at Tanjong's principal office located at Level 30, Menara Maxis, Kuala Lumpur City Centre, 50088 Kuala Lumpur, during normal business hours from Mondays to Fridays (inclusive) for a period of 1 month from the date hereof.


This announcement is dated 11 July 2003.
Lifter
CL 160
CL 160
 
Beiträge: 513
Registriert: Mo, 22.07.2002 15:57

Quelle

Beitragvon pestw » Mo, 14.07.2003 9:47

@Lifter:
Die Quelle solltest du noch angeben:

http://announcements.klse.com.my (Search by Company - Tanjong etc.)

Dann kommt man zu folgender Seite:
http://announcements.klse.com.my/EDMS/e ... enDocument
Bild :zib Initiative Zukunft in Brand - Wir verleihen CargoLifter Auftrieb!
pestw
CL 1000
CL 1000
 
Beiträge: 1941
Registriert: Di, 16.07.2002 14:54
Wohnort: Niederbayern


Zurück zu Standort Brand

Wer ist online?

Mitglieder in diesem Forum: 0 Mitglieder und 1 Gast

cron