THE NOMAD GROUP BHD Announcement

THE NOMAD GROUP BHD
(Company No: 426627-H) (Incorporated in Malaysia)
Announcement
THE NOMAD GROUP BHD (“THE NOMAD” OR “THE COMPANY”)
PROPOSED DISPOSAL OF THE ASSETS AND BUSINESS OF SERVICED OFFICES
BY THE NOMAD OFFICES SDN BHD, ON BEHALF OF ITS SUBSIDIARIES, FOR A
TOTAL CASH CONSIDERATION OF GBP4.25 MILLION (EQUIVALENT TO
APPROXIMATELY RM22.3 MILLION)
1. Introduction
The Board of Directors of The Nomad (“The Board”) wishes to announce that the
Company as Guarantor and its wholly-owned subsidiary, The Nomad Offices Sdn Bhd
(“TNOSB”) have on 12 November 2014 entered into a Framework Sale Agreement (“FSA”)
with Regus Asia Pacific Management Limited (Company No: 1333843), a company
incorporated in Hong Kong whose registered office is at Suite 6201, 62/F The Center, 99
Queen’s Road Central, Hong Kong (“Regus” or “the Purchaser”) for the disposal of the
assets and business of serviced offices (“The Nomad Assets”) for a total cash consideration
of British Sterling Pounds Four Million Two Hundred Fifty Thousand (GBP4.25 million),
equivalent to approximately Ringgit Malaysia Twenty Two Million Three Hundred
Thousand (RM22.3 million) (“the Proposed Disposal”).
2. Information on TNOSB
TNOSB (Company No: 818082-A) is a company incorporated in Malaysia under the
Companies Act 1965, with its registered office at Suite 3.01, Level 3 (South Block), The
AmpWalk, 218 Jalan Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan (KL).
The authorised and paid-up share capital of TNOSB is RM3,812,000 divided into 2 ordinary
shares of RM1.00 each and 3,810,000 Redeemable Non-Cumulative Convertible Preference
Shares of RM1.00 each.
The principal activity of TNOSB is investment holding.
The serviced office business of the Company is conducted through wholly-owned
subsidiaries of TNOSB. As such, TNOSB is disposing The Nomad Assets on behalf of its
wholly-owned subsidiaries which are as follows:
i) Nomad Space Sdn Bhd (“NSSB”) (Company No:789447-X), a company incorporated
in Malaysia under the Companies Act 1965, having its registered office at Suite 3.01,
Level 3 (South Block), The AmpWalk, 218 Jalan Ampang, 50450 Kuala Lumpur,
Wilayah Persekutuan (KL). The principal place of business of NSSB is at Level 8,
1
Pavilion Kuala Lumpur, 168 Jalan Bukit Bintang, 55100 Kuala Lumpur, Wilayah
Persekutuan (KL).
The issued and paid-up share capital of NSSB is RM17,920,000 comprising
RM2,600,000 ordinary shares of RM1.00 each and RM15,320,000 Redeemable NonCumulative Convertible Preference Shares of RM1.00 each.
The principal activities of NSSB are investment holding and operator of serviced
offices.
ii) The Nomad Offices Pte Ltd (“TNOPL”), a company incorporated in Singapore as a
limited liability company with registered office and principal place of business at 9
Temasek Boulevard, #09-01 Suntec Tower Two, Singapore 038989.
The issued and paid-up share capital with no par value of TNOPL is SGD11,200,000
comprising SGD500,000 ordinary shares and SGD10,700,000 Redeemable NonCumulative Convertible Preference Shares.
The principal activities of TNOPL are operator of serviced offices and investment
holding.
iii) Central Offices Pte Ltd (“COPL”), a company incorporated in Singapore as a limited
liability company with registered office and principal place of business at 3 Raffles
Place, # 7.01 Bharat Building, Singapore 048617.
The issued and paid-up share capital with no par value of COPL is SGD100,000.
The principal activity of COPL is operator of serviced offices.
iv) The Nomad Offices (Philippines) Inc (“TNOPI”), a company incorporated in
Philippines, limited by shares with registered office and principal place of business at
Unit 4001 PBCom Tower, 6785 Ayala Avenue Corner V.A. Rufino Street, Makati
City, Philippines.
The issued and paid-up share capital of TNOPI is Php45,161,200 comprising 91,612
ordinary shares of Php100 each and 360,000 Redeemable Non-Cumulative
Convertible Preference Shares of Php100 each.
The principal activity of TNOPI is operator of serviced offices.
v) The Nomad Offices (Thailand) Co. Ltd (“TNOTH”), a private limited company
incorporated in Thailand with registered office and principal place of business at 399,
32nd and 33rd Floor Interchange 21 Building, Sukhumvit Road, Klong Toei Naung
Sub District, Wattana District, Bangkok, Thailand.
2
The issued and paid-up share capital of TNOTH is THB10,000,000 comprising
100,000 ordinary shares of THB100 each. The shares are held 51% by Nomad Space
(Thailand) Co. Ltd (a company incorporated in Thailand) and 49% by TNOPL. The
immediate holding company of Nomad Space (Thailand) Co. Ltd is NSSB.
The principal activities of TNOTH are operator of serviced offices and investment
holding.
vi) PT Concept Kreativ (“PTCK”), a private limited company incorporated in Indonesia
with its registered office and principal place of business at 12th Floor, Menara Palma,
Jl H.R. Rasuna Said Blok X2 Kav 6, Kuningan, Jakarta 12950, Indonesia.
The issued and paid-up share capital of PTCK is IDR5,000,000,000 comprising 5,000
ordinary shares of Rp1,000,000 each which are owned equally by Instant Office
Holdings Pte Ltd and Bizcentre Capital Pte Ltd, both incorporated in Singapore and
wholly-owned subsidiaries of TNOPL.
The principal activity of PTCK is operator of serviced offices.
3. Information on the Purchaser
Regus is a company incorporated in Hong Kong, whose registered office is at Suite 6201,
62/F The Center, 99 Queen’s Road Central, Hong Kong. The principal activity of Regus is
the provision of management services to group companies.
The immediate holding company of Regus is Umbrella Holdings SARL which is
incorporated in Luxembourg. The ultimate holding company of Regus is Regus plc which is
incorporated in Jersey and domiciled in Luxembourg. The shares of Regus plc are traded on
the London Stock Exchange.
The principal activity of Regus Group of companies is the provision of serviced offices,
conference and meeting rooms.
4. Basis and Justification for the Disposal Consideration
The disposal price of GBP4.25 million, equivalent to approximately RM22.3 million, was
arrived at on a willing-buyer willing-seller basis, after taking into consideration the
unaudited net book value (“NBV”) of the property, plant and equipment (“PPE”) of the
serviced office business as at 31 July 2014 and goodwill attributable as listed below:
3
Subsidiary of TNOSB
Place of
Incorporation
No. of
serviced
offices
Unaudited NBV of PPE
at 31.7.2014
In GBP’000
In RM’000
Nomad Space Sdn Bhd Malaysia
4
626
3,301
The Nomad Offices Pte
Ltd
Singapore
1
34
179
Central Offices Pte Ltd Singapore
1
27
140
The Nomad Offices
(Thailand) Co Ltd
Thailand
2
977
5,154
PT Concept Kreativ
Indonesia
2
312
1,649
The Nomad Offices
(Philippines) Inc
Philippines
1
79
418
Total
11
2,055
10,841
Goodwill attributable
2,195
11,459
Disposal price
4,250
22,300
 GBP is translated to RM based on Bank Negara Malaysia’s buy exchange rate on 31
October 2014.
5. Salient Features of the FSA
(a) Agreement to Sell The Nomad Assets
TNOSB shall sell, transfer or novate to Regus, as the case may be, or procure that the
relevant subsidiary of TNOSB sells, transfers or to novate the Nomad Assets to Regus.
(b) Completion
On Completion, Regus shall pay the balance purchase price of GBP4,207,500 (being the
purchase price of GBP4,250,000 less deposit paid of GBP42,500) to TNOSB.
Where Regus elects to proceed to a Partial Completion, then on such Partial Completion,
Regus shall pay to TNOSB that portion of the balance purchase price allocated to the
Nomad Assets that are subject to the Partial Completion.
6. Original Cost of Investment and Date of Such Investment
The original cost of investment in the property, plant and equipment which is being disposed
of amount to RM42.3 million and the amounts were incurred between the years 2007 to
2014.
4
7. Rationale For the Proposed Disposal
The Proposed Disposal is part of a rationalisation undertaken by The Nomad Group to focus
and concentrate on its hotels and serviced residences business.
8. Risk Relating to the Proposed Disposal
Except for the Company being the Guarantor, the Board is not aware of any risk factors
arising from the Proposed Disposal other than the normal business, market and global
economic risks.
9. Effects of the Proposed Disposal
9.1
Share Capital and Substantial Shareholders
The Proposed Disposal will not have any material effect on the share capital of
the Company and substantial shareholders’ shareholdings in the Company.
9.2
Earnings and Net Assets ("NA")
The Proposed Disposal is expected to give rise to a gain before tax of
approximately RM11.5 million or a gain of RM0.05 sen per share for the Group.
Save as disclosed, the Proposed Disposal is not expected to have any material
effect on the Company’s earnings and NA for the financial year ending 31
December 2014 and 31 December 2015.
9.3
Gearing
The Disposal will not have a material effect on the gearing of The Nomad Group
for the financial year ending 31 December 2014.
10. Utilisation of Proceeds
The proceeds from the Proposed Disposal will be utilised for the Group’s working capital
within 12 months of receiving the proceeds from the Purchaser.
11. Approvals Required
The Proposed Disposal is not subject to the approval of shareholders of the Company.
12. Percentage Ratio for the Proposed Disposal
The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02
(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 6.46%
5
based on the latest audited financial statements of The Nomad for the financial year ended 31
December 2013.
13. Interest of Directors and Substantial Shareholders and/or Persons Connected To Them.
None of the Directors and/or substantial shareholders of the Company and persons connected
to them have any interests, direct or indirect in the Proposed Disposal.
14. Statement by the Board of Directors
After having considered all aspects of the Proposed Disposal, the Board of Directors is of the
opinion that the Proposed Disposal is in the best interest of the Company.
15. Assumption of Liabilities
There are no other liabilities, including contingent liabilities and guarantees to be assumed by
the Purchaser pursuant to the Proposed Disposal.
16. Estimated Time Frame for Completion
Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by
the first quarter of 2015.
17. Documents for inspection
The FSA will be made available for inspection at the registered office of the Company at
Suite 3.01, Level 3 (South Block), The AmpWalk, 218 Jalan Ampang, 50450 Kuala Lumpur
during normal business hours for a period of three (3) months from the date of this
announcement.
This announcement is dated 12 November 2014.
6