WE DESIGN LOGISTICS

Announcements

Date : 24 February 2014

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): NON RELATED PARTY TRANSACTIONS CENTURY LOGISTICS HOLDINGS BERHAD ("CENTURY" OR " THE COMPANY") - PROPOSED DISPOSAL OF 459,000 ORDINARY SHARES OF RM1.00 EACH IN THE CAPITAL OF STOREWELL REALTY SDN. BHD., REPRESENTING 51% EQUITY INTEREST, BY CENTURY LOGISTICS SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM7.9 MILLION

CENTURY LOGISTICS HOLDINGS BERHAD

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	CENTURY LOGISTICS HOLDINGS BERHAD ("CENTURY" OR " THE COMPANY") - PROPOSED DISPOSAL OF 459,000 ORDINARY SHARES OF RM1.00 EACH IN THE CAPITAL OF STOREWELL REALTY SDN. BHD., REPRESENTING 51% EQUITY INTEREST, BY CENTURY LOGISTICS SDN. BHD. FOR A TOTAL CASH CONSIDERATION OF RM7.9 MILLION
INTRODUCTION The Board of Directors of CENTURY (“Board”) is pleased to announce that Century Logistics Sdn. Bhd. (Company No.: 32594-T) (“CLSB” or “Vendor”), a wholly-owned subsidiary of the Company, had on 24 February 2014 entered into a Share Sale Agreement (“SSA”) with Brightberry Sdn. Bhd. (Company No.: 1080194-D) ("Brightberry” or “Purchaser”) to dispose 459,000 ordinary shares of RM1.00 each in the capital of Storewell Realty Sdn. Bhd. (Company No.: 62740-A) (“Storewell”), representing 51% of the equity interest ("Sale Shares") in Storewell to Brightberry, for a total cash consideration of RM7.9 million (“Proposed Disposal”). DETAILS OF THE PROPOSED DISPOSAL (a) Information on Brightberry Brightberry is a company incorporated in Malaysia under the Companies Act 1965 with its registered office at Level 2, Tower 1, Avenue 5, Bangsar South City, 59200 Kuala Lumpur. The principal activity of Brightberry is investment holding. (b) Information on Storewell Storewell is a company incorporated in Malaysia with its registered address at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur and its business address at Lot 8, Lingkaran Sultan Mohamed 1, Bandar Sultan Suleiman, 42000 Port Klang, Selangor Darul Ehsan. The shareholders of Storewell are currently CLSB, a wholly owned subsidiary of the Company, holding 459,000 ordinary shares or 51% of the total paid up capital of Storewell and Misi Mahsuri Sdn. Bhd., holding 441,000 ordinary shares or 49% of the total paid up capital. The principal activity of Storewell is property investment. BASIS OF THE SALE CONSIDERATION The sale consideration for the Proposed Disposal was arrived at after taking into consideration the net assets of Storewell of RM829,000, and assignment of the amount due to Century and CLSB amounting to RM6.039 million (“Advances”). Based on the 51% interest in Storewell and after taking into consideration the Advances, the value of the sale consideration amounts to RM6.462 million. As a result, the Century Group will realize a gain on disposal of RM1.438 million. SALIENT TERMS OF THE SSA 1. Conditions Precedent The purchase of the Sale Shares is conditional upon the following: (a) The completion of a due diligence exercise and the results thereof being acceptable to the Purchaser; (b) The Vendor having first procured the waiver of pre-emption right from the existing shareholders of Storewell under the Articles of Association of Storewell and in pursuance of the terms of a shareholders’ agreement to have the Sale Share offered to the existing shareholders prior to the sale and transfer of the Sale Share; (c) The Vendor having first procured its corporate approval to deliver a validly and duly executed Assignment in the format as required wherein the Vendor assign, transfer and convey absolutely all its rights and interest in the Advances to the Purchaser; (d) A resolution being passed at a general meeting and Board of Directors’ of the Vendor approving the sale of the Sale Shares; and (e) A resolution being passed at a general meeting and Board of Directors’ of the Purchaser approving the purchase of the Sale Shares; and, if any of the conditions is not fulfilled within one (1) month from the date of the SSA (or such other period as may be mutually agreed by the parties) any monies paid to the Vendor by the Purchaser pursuant to the SSA shall be refunded to the Purchaser without interest and thereafter, the SSA shall cease to have effect and each party shall have no claim under it against the other, save in respect of any prior breach. 2. Sale Consideration The Price shall be paid by the Purchaser to the Vendor in the following manner: (a) upon execution of the SSA, the Purchaser shall pay to the Vendor a sum of Ringgit Malaysia Seven Hundred and Ninety Thousand (RM790,000.00) only as deposit and part payment towards account of the Price (“the Deposit”) (the receipt whereof the Vendor acknowledges); and (b) within 14 days on completion of the purchase of the Sale Share, the Purchaser shall pay to the Vendor the balance of Ringgit Malaysia Seven Million One Hundred and Ten Thousand (RM7,110,000.00) Only (“the Balance Price”). 3. Completion of Sale Completion shall take place at the registered office of the Vendor within three (3) days after the date of which the last of the above Conditions Precedent are fulfilled. EFFECTS OF THE PROPOSED DISPOSAL (a) Share Capital and Major Shareholders' Shareholding The Proposed Disposal will not have any effect on the share capital and Major shareholders’ shareholding of the Company as it will be settled entirely in cash. (b) Earnings, Net Assets and Gearing The Proposed Disposal will result in a gain on disposal of RM1.438 million and will result in a cash inflow to the Century Group of RM7.9 million. The Proposed Disposal will also not result in the assuming of any liabilities by the Company or CLSB. APPROVAL REQUIRED The Proposed Disposal does not require the approval of the Company’s shareholders or any government authorities. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST Save for the respective indirect equity interests held in the Vendor via the Company, none of the directors and/or major shareholders of the Company and/or persons connected with a director or major shareholder has any interest, direct or indirect, in the Proposed Disposal. DIRECTORS’ STATEMENT The Board of Directors of the Company, having taken into consideration all aspects relevant to the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company. ESTIMATED COMPLETION Barring unforeseen circumstances, the Proposed Disposal is expected to be completed within two (2) months from the date of the SSA. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur during normal office hours on any weekday (except public holiday) for a period of three (3) months from the date of this announcement. This announcement is dated 24 February 2014.

Announcement Info

Company Name	CENTURY LOGISTICS HOLDINGS BERHAD
Stock Name	CENTURY
Date Announced	24 Feb 2014
Category	General Announcement
Reference No	CS-140224-97D8D

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