Table 1
Properties / Registered ProprietorsSeremban Specialist Hospital Building / Seremban Specialist Hospital Sdn Bhd (“SSHSB”)
Taiping Medical Centre Building / Taiping Medical Centre Sdn Bhd (“TMCSB”) (formerly known as Ong Maternity Centre Sdn Bhd).
Kota Kinabalu Specialist Hospital Building / Kota Kinabalu Specialist Hospital Sdn Bhd (formerly known as Damai Specialist Centre Sdn Bhd) (“KKSHSB”)
Bukit Mertajam Specialist Hospital Building / Bukit Mertajam Specialist Hospital Sdn Bhd (“BMSHSB”)
KPJ Penang Specialist Hospital Building (formerly known as Prai Specialist Hospital Building) / BMSHSB
Tawakal Hospital Existing Building / Pusat Pakar Tawakal Sdn Bhd (“PPTSB”) and Johor Corporation (“JCorp") (a)
KPJ Tawakal Specialist Hospital Building / PPTSB
PNC Building / Puteri Nursing College Sdn Bhd (”PNCSB”) (b)
Notes:
(a) Land held under titled nos GRN No. 4423 and 4424, Lot Nos. 89 & 90, Section 85A, Town of Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala Lumpur, are registered in the name of JCorp (“JCorp Portion”)
(b) PNCSB had on 4 June 2008 entered into a sale and purchase agreement to acquire PNC Building from its existing owner I & P Permodalan Harta Sdn Bhd (“IPPH”), which is still pending completion. PNC Building is currently registered in the name of I & P Seriemas Sdn Bnd and pending transfer to IPPH.which is still pending completion.
Table 2
Total Sale Consideration (RM’000) / Settlements of Total Sale ConsiderationCash / Consideration Units
(RM’000) / (RM’000) / Issue Price (RM) / No of Units
(‘000)
Seremban Specialist Hospital Building / 50,100 / 27,556 / 22,544 / 0.95 / 23,731
Taiping Medical Centre Building / 8,800 / 5,633 / 3,167 / 0.95 / 3,334
Kota Kinabalu Specialist Hospital Building / 13,300 / 4,655 / 8,645 / 0.95 / 9,100
Bukit Mertajam Specialist Hospital Building / 14,100 / 5,922 / 8,178 / 0.95 / 8,608
KPJ Penang Specialist Hospital Building / 53,600 / 50,920 / 2,680 / 0.95 / 2,821
Tawakal Hospital Existing Building / 37,000 / 24,050 / 12,950 / 0.95 / 13,631
KPJ Tawakal Specialist Hospital Building / 103,000 / 44,290 / 58,710 / 0.95 / 61,800
PNC Building / 26,000 / 26,000 / - / - / -
Total / 305,900 / 189,026 / 116,874 / 123,025
Table 3
SEREMBAN SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.) / 16,823.0 / Date of Investment / Cost of Investment 1 / 24 August 1996/ RM38,900,000
Age of Building / 4 years / Market Value (“MV”) 2 (RM) / 52,850,000
Tenure / Lot Nos. 17522 and 17523
Freehold
Lot No. 24007Leasehold 99 years expiring on 14 July 2103 / Occupancy / The hospital building is presently / will be occupied and operated by SSHSB as a private specialist hospital
Gross Floor Area (sq. m.) / 14,651.6 / NBV as at 31.12.2007 (RM) / 45,891,000
Notes:
1. The cost of investment is the cost of land and building inclusive of the development, renovation and expansion expenditures incurred up to 31 December 2007 on Seremban Specialist Hospital Building.
2. The MV is based on the valuation performed by C H William Talhar & Wong Sdn Bhd, an independent registered firm of valuer (“Independent Valuer”) as at 20 May 2008, being the valuation date.
Chargee / EncumbrancesBank Muamalat Malaysia Berhad / First legal charges created on 9 August 2007 over the following pieces of land in favour of the Chargee:-
(a) Geran 51612, Lot No. 17522;
(b) Geran 51630, Lot No. 17523
Table 4
TAIPING MEDICAL CENTRE BUILDING
Land Area (sq. m.) / 4,439.2 / Date of Investment / Cost of Investment 1 / 7 December 2007Age of Building / 15 years / MV 2 (RM) / 9,300,000
Tenure / Leasehold 99 years expiring on 25 July 2088 / Occupancy / The hospital building is presently occupied and operated by TMCSB as a private specialist hospital
Gross Floor Area (sq. m.) / 3,641.8 / NBV as at 31.04.2008 (RM) / 2,756,000
Notes:
1. The original cost of investment of the land and building cannot be determined as they form an integral part of the acquisition by Kumpulan Perubatan (Johor) Sdn Bhd (“KPJSB”) of 100% interest in TMCSB for a total purchase consideration of RM18.0 million on 7 December 2007. The NBV of the land and building as at the date of acquisition was RM2,707,000.
2. The MV is based on the valuation performed by the Independent Valuer as at 15 May 2008, being the valuation date.
Table 5
KOTA KINABALU SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.) / 3,157.6 / Date of Investment / Cost of Investment 1 / 16 November 2005Age of Building / 15 years / MV 2 (RM) / 13,600,000
Tenure / Leasehold 99 years expiring on 31 December 2073 / Occupancy / The hospital building is presently occupied and operated by Damai Specialist Centre Sdn. Bhd. as a private specialist hospital
Gross Floor Area (sq. m.) / 3,713.0 / NBV as at 31.12.2007 (RM) / 13,091,000
Notes:
1. The original cost of investment of the land and building cannot be determined as they form an integral part of the acquisition by KPJSB of 65% interest in KKSHSB for a total purchase consideration of RM10.4 million on 16 November 2005. The NBV of the land and building as at the date of acquisition was RM10,046,000.
2. The MV of Kota Kinabalu Specialist Hospital Building is based on the valuation performed by the Independent Valuer as at 13 May 2008, being the valuation date.
Chargee / EncumbrancesOCBC Bank (Malaysia) Berhad / Town Lease 01748828 (Plan No 01125531 67 JB 54 A2),
Date of Creation
Charge 1: 30 April 2004
Charge 2: 30 April 2004
Charge 3: 30 April 2004
Table 6
BUKIT MERTAJAM SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.) / 12,455.9 / Date of Investment / Cost of Investment 1 / 25 February 2000Age of Building / 13 years / MV 2 (RM) / 14,100,000
Tenure / Freehold / Occupancy / The hospital building is presently occupied and operated by BMSHSB as a private specialist hospital and will be operated as a private healthcare facility
Gross Floor Area (sq. m.) / 3,917.1 / NBV as at 31.12.2007 (RM) / 10,256,000
Notes:
1. The original cost of investment of the land and building cannot be determined as they form an integral part of the acquisition by KPJSB of 70% interest in BMSHSB for a total purchase consideration of RM6 on 25 February 2000. The NBV of the land and building as at the date of acquisition was RM9,898,000.
2. The MV is based on the valuation performed by the Independent Valuer as at 22 May 2008, being the valuation date.
Chargee / EncumbrancesAffin Bank Berhad / GRN 41544, Lot 55
Charge 1:
Date of Creation: 19 July 2001
GRN 19017, Lot 54
Charge 1:
Date of creation: 19 July 2001
GRN 38350, Lot 1417
Charge 1:
Date of creation: 19 July 2001
Table 7
KPJ PENANG SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.) / 20,234.3 / Date of Investment / Cost of Investment 1 / 9 December 2006 / RM21,749,000Age of Building / Under construction / MV 2 (RM) / 55,900,000
Tenure / Freehold / Occupancy / The hospital building will be occupied and operated by PSHSB as a private specialist hospital
Gross Floor Area (sq. m.) / 17,524.9 / NBV as at 31.12.2007 (RM) / 21,749,000
Notes:
1. BMSHSB purchased the land with partially completed building via a Sale and Purchase Agreement dated 9 December 2006 at the price of RM12,177,878.54 and proceeded to complete the construction of the building.
The cost of investment is the cost of land and building inclusive of the development, renovation and expansion expenditures incurred up to 31 December 2007 on KPJ Penang Specialist Hospital Building.
2. The MV is based on the valuation performed by the Independent Valuer as at 19 June 2008, being the valuation date.
Encumbrances
CIMB Bank Berhad (formerly known as Bumiputera-Commerce Bank Berhad) (13491-P) of 5th floor, Bangunan CIMB, Jalan Semantan, Damansara Heights, 50490, Kuala Lumpur (hereinafter refeered to as the “Existing Chargee”) has granted an Overdraft banking facility of Ringgit Malaysia Four Million (RM4,000,000) only to the Vendor on the terms and conditions as set out in their Letter of Offer dated 2 August, 2007 (hereinafter referred to as the “Facility”. The Facility is to be secured by a first party charge against the Property. The said security has yet to be registered on the Title Deed.
Table 8
TAWAKAL HOSPITAL EXISTING BUILDING
Land Area (sq. m.) / 2,827.8 / Date of Investment / Cost of Investment 1 / 6 October 1994 / RM34,769,000Age of Building / 25 / MV 2 (RM) / 37,000,000
Tenure / Lot Nos. 124 & 125 for Leasehold 99 years expiring 25 July 2077
Remaining lots are freehold / Occupancy / The hospital building is presently occupied and operated by PPTSB as a private specialist hospital and will be operated as a private healthcare facility
Gross Floor Area (sq. m.) / 11,141.4 / NBV as at 31.12.2007 (RM) / 35,977,000
Notes:
1. The cost of investment is the cost of land and building inclusive of the development, renovation and expansion expenditures incurred up to 31 December 2007 on Tawakal Hospital Existing Building.
2. The MV of Tawakal Hospital Existing Building is based on the valuation prepared by the Independent Valuer. The valuation has been carried on the assumptions that:-
a) In the event that the portion of the land adjoining Lot No. 124 is not alienated to PPTSB, the affected building structures are to be demolished and reinstated in accordance with the approved building plans.
b) The renovation / as-built plans for Lot Nos. 78 to 88 and 124 & 125 (all inclusive), Section 85A, Town of Kuala Lumpur, District of Kuala Lumpur, Federal Territory of Kuala Lumpur are approved by Dewan Bandaraya Kuala Lumpur and is issued with the certificate of fitness for occupation.
Chargee / EncumbrancesAmInvestment Bank Berhad (previously known as AmMerchant Bank Berhad) / First legal charges created on 16 September 2003 over the following pieces of land in favour of the Chargee:-
(a) Geran 4412, Lot No 87, Seksyen 86A,
(b) Geran 4422, Lot No 88, Seksyen 86A,
(c) Geran 4425, Lot No 91, Seksyen 86A,
(d) Geran 4432, Lot No 98, Seksyen 86A,
(e) Geran 4433, Lot No 99, Seksyen 86A,
(f) Geran 4434, Lot No 100, Seksyen 86A,
(g) Geran 4435, Lot No 101, Seksyen 86A,
(h) Geran 4436, Lot No 102, Seksyen 86A,
(i) Geran 4412, Lot No 78, Seksyen 86A,
(j) Geran 4413, Lot No 79, Seksyen 86A,
(k) Geran 4414, Lot No 80, Seksyen 86A,
(l) Geran 4415, Lot No 81, Seksyen 86A,
(m) Geran 4416, Lot No 82, Seksyen 86A,
(n) Geran 4417, Lot No 83, Seksyen 86A,
(o) Geran 4418, Lot No 84, Seksyen 86A,
(p) Geran 4419, Lot No 85, Seksyen 86A,
(q) Geran 4420, Lot No 86, Seksyen 86A,
(r) Pajakan Negeri 6271, Lot No. 124, Seksyen 85A, and
(s) Pajakan Negeri 6272, Lot No. 125, Seksyen 85A
Table 9
KPJ TAWAKAL SPECIALIST HOSPITAL BUILDING
Land Area (sq. m.) / 8,284.0 / Date of Investment / Cost of Investment 1 / 5 April 2003 / 62,141,000Age of Building / Under construction / MV 2 (RM) / 107,500,000
Tenure / Freehold / Occupancy / The hospital building will be occupied and operated by PPTSB as a private specialist hospital
Gross Floor Area (sq. m.) / 31,228.3 / NBV as at 31.12.2007 (RM) / 62,141,000
Notes:
1. The cost of investment is the cost of land and building inclusive of the development, renovation and expansion expenditures incurred up to 31 December 2007 on KPJ Tawakal Specialist Hospital Building.
PPTSB purchased the land via a Sale and Purchase Agreement dated 5 April 2003 at the price of RM28,271,681.70.
2. The MV is based on the valuation performed by the Independent Valuer as at 20 May 2008, being the valuation date.
Chargee / EncumbrancesAmInvestment Bank Berhad (previously known as AmMerchant Bank Berhad) / First legal charges created on 23 September 2003, on the following properties in favour of the Chargee:-
(a) HS(D) 114983, PT 136; and
(b) HS(D) 114982, PT 135
Table 10
PNC BUILDING
Land Area (sq. m.) / 91,411.0 / Date of Investment / Cost of Investment 1 / 4 June 2008 / RM26,000,000Age of Building / 2 / MV 2 (RM) / 27,500,000
Tenure / Freehold / Occupancy / The building will be occupied and operated by PNCSB as a private nursing college and allied health services
Gross Floor Area (sq. m.) / 11,939.7 / NBV as at 31.12.2007 (RM) / 26,000,000
Notes:
1. The cost of investment is the purchase consideration payable for the acquisition of the PNC Building.
2. The MV is based on the valuation performed by the Independent Valuer as at 20 May 2008, being the valuation date.
Table 11
Directors of DRMSB as at 31 July 2008
Name / PositionTan Sri Dato’ Muhammad Ali Hashim / Non-Independent Non-Executive Chairman
Datin Paduka Siti Sa’diah Binti Sh Bakir / Non-Independent Non-Executive Director
Kamaruzzaman Bin Abu Kassim / Non-Independent Non-Executive Director
Lukman Bin Haji Abu Bakar / Non-Independent Non-Executive Director
Dr. Mohd Hafetz Bin Ahmad / Independent Non-Executive Director
Zainah Binti Mustafa / Independent Non-Executive Director
Substantial Unitholders of Al-`Aqar as at 31 July 2008
Name / UnitholdingsNo. of Units / %
Lembaga Tabung Haji / 64,307,699 / 15.00
HSBC Noms (T) Sdn Bhd – A/C Selangor Specialist Hospital Sdn Bhd (formerly known as Selangor Medical Centres Sdn Bhd) (355-300641-089) / 35,000,000 / 8.16
Ipoh Specialist Hospital Sdn Bhd (formerly known as Medical Associates Sdn Bhd) / 28,000,000 / 6.53
Ampang Puteri Specialist Hospital Sdn Bhd (formerly known as Puteri Specialist Hospital Sdn Bhd) / 26,436,000 / 6.17
Damansara Specialist Hospital Sdn Bhd / 24,080,000 / 5.62
Table 12
The audited financial information of Al-‘Aqar for the past two (2) years and the latest interim results are set out below:-