Maybulk Bhd · MYX:MAYBULK
Maybulk Bhd — Malaysian Bulk Carriers Berhad — Shareholder Meeting (December 2023)
53 slides from Maybulk Bhd's shareholder meeting presentation, Dec 6, 2023
Slide 1: Extraordinary General Meeting
MALAYSIAN BULK CARRIERS BERHAD Registration No. 198801008597 (175953-W) Incorporated in Malaysia Extraordinary General Meeting 6 December 2023
Slide 2: Disclaimer
Disclaimer The information contained in this presentation is for information purposes only, and does not constitute or form part of any offer or invitation to sell or the solicitation of an offer or invitation to purchase or subscribe for, or any offer to underwrite or otherwise acquire any securiti
Slide 3: Introduction
Introduction MBC intends to expand into the industrial property development and investment business (“Industrial Property Business”). As its maiden project, the Group has identified a parcel of land in Kapar, Selangor (“Land”) and, intends to acquire the Land to be developed into warehouses. Pursuan
Slide 4: Details of the Land
Details of the Land Key details of the Land are as follows: Land title particulars: H.S.(D) 166441, Lot No PT 85116, Mukim Kapar, Daerah Klang, Negeri Selangor KIP@Kapar Land Location: 2 km from Kapar town centre along Jalan Bukit Kapar and Meru Industrial 5 km away from the West Coast Park Expressw
Slide 5: Details of the Land (Cont'd)
Details of the Land (Cont’d) The market value of the Land of RM165 million was appraised by Henry Butcher Malaysia (Sel) Sdn Bhd based on the comparison method of valuation. Using this method of valuation, the Independent Valuer compared the Land with 3 recent and similar comparable transactions wit
Slide 6: Details of the Development Project
Details of the Development Project The Development Project is expected to comprise 3 large warehouse buildings which will be held by the Group and rented out for recurring income: The Development Project will also be designed to be environmentally friendly and sustainable, in order to fall under the
Slide 7: Details of the Development Project (Cont'd)
Details of the Development Project (Cont’d) The Development Project is expected to cost approximately RM163.16 million to develop, as summarised below: Estimated cost (RM’ million) - Preliminaries 2.00 - Construction cost 151.16 - Professional fees (land surveyor, civil engineer & project 7.00 manag
Slide 8: Details of the Development Project (Cont'd)
Details of the Development Project (Cont’d) Based on the earlier total cost and rental rate assumptions, the Development Project is expected to generate a return on investment of between 10.13% to 11.06% as follows: (RM’ million) Total estimated GDC 163.16 Purchase consideration for the Land 165.00
Slide 9: Details of the Development Project (Cont'd)
Details of the Development Project (Cont’d) The tentative timeline for the Development Project is as follows: Submit the application for the development order December 2023 Completion of the land clearance and flattening 1st quarter of 2024 Completion of the Proposed Acquisition 1st quarter of
Slide 10: Overview of the Proposals
Overview of the Proposals The Group intends to acquire the Land from Kapar Land Sdn Bhd (“KLSB”) and undertake the development of the Development Project as a 60:40 joint venture with GVVSB. In this regard, the Group had on 29 August 2023, entered into 2 agreements: Sale and Purchase Agreement Subsc
Slide 11: Overview of the Proposals (Cont'd)
Overview of the Proposals (Cont’d) A diagrammatic overview of the Proposed Acquisition and Proposed Joint Venture are as follows: Dato’ Goh Cheng Huat (Interested Director and Major Shareholder) 32% 100% Conditional SSA Golden Valley MBC (To regulate the relationship Ventures Sdn Bhd 100% between th
Slide 12: Rationale
Rationale The rationale for the Proposals are as follows: (i) The Group has been looking for new strategic business opportunities to diversify its revenue to mitigate the risk of overdependence on its existing core business which is subject to fluctuations in ship charter rates which are beyond the
Slide 13: Risk Factors
Risk Factors The key risk factors for the Proposals are as follows: (i) non-completion of the Proposed Acquisition and Proposed Joint Venture, which would result in the potential benefits from the Development Project to not be realised; (ii) non-completion or delay in the Development Project; (iii)
Slide 14: Proposed Change of Name
Proposed Change of Name MBC also proposes to change its name from “Malaysian Bulk Carriers Berhad” to “Maybulk Berhad” (“Proposed Change of Name”). Details of this proposal are as follows: Rationale The Proposed Change of Name is undertaken as part of a rebranding exercise to better align the Group’
Slide 15: Summary
Summary 1. The Proposals represent the Group’s first foray into the new business of industrial property development and investment. 2. The Purchase Consideration for the Land is the same as the market value of RM165,000,000 as assessed by the independent valuer. 3. The Development Project is expecte
Slide 16: End of Presentation
MALAYSIAN BULK CARRIERS BERHAD Extraordinary General Meeting 6 December 2023 End of Presentation
Slide 17: Introduction to Laurelcap Group
INTRODUCTION TO LAURELCAP GROUP
Slide 18: Company Milestone
Company Milestone 2022 2019 2017 2016 2015 Selangor Pulau Pinang Johor Bahru 2013 Property Management Kuala Lumpur 2008 Kota Kinabalu Laurelcap Sdn Bhd Head Office
Slide 19: Corporate Information
Corporate Information • Board of Valuers, • Ministry of Finance, • Royal Institution of • Royal Institution of • Association of Valuers, Appraisers and Estate Malaysia Chartered Surveyors, Surveyors, Malaysia Property Managers, Agents Malaysia United Kingdom Estate Agents and Property Consultants in
Slide 20: Senior Management Profile
Senior Management Profile Sr Tan San Yew is the founder and Managing Director of the Sr Stanley Toh is an Executive Director at Laurelcap Group. He Tang Tick Huar is a Director at Laurelcap Sdn Bhd. A Laurelcap Group. He provides the vision, overall guidance and obtained a Bachelor of Science (Hons)
Slide 21: Core Services
Core Services Strategic Industrial Investment Technology Advisory and Agency Tenancy Market Management Research & & Leasing Feasibility Services Study Property and Facility Managemen Valuation t Project Marketing
Slide 22: Market Study
MARKET STUDY PARCEL OF FREEHOLD LAND MEASURING APPROXIMATELY 23.48 HECTARES LOCATED IN MUKIM KAPAR, DAERAH KLANG, NEGERI SELANGOR
Slide 23: Summary
SUMMARY • Proposed Development Two (2) units of Semi-Detached Single Storey Warehouses One (1) unit of Detached Single Storey Warehouse • Analysis Rental Rate Building Cost
Slide 24: Location Plan
LOCATION PLAN The Approximate Location of Proposed Development
Slide 25: Surrounding Developments
SURROUNDING DEVELOPMENTS H&A Industrial Hub @ Kapar Phase 1 K International Industrial -18 Units of 3 Storey Semi-Detached Park @ KAPAR 2 Factory -18 Units of Medium Industry -14 Units of 3 Storey Detached Factory ETP @ Meru Industrial Park 3 -14 Units of Heavy Industry -32 Units of 3 Storey Semi-De
Slide 26: Site Plan - Proposed Development
SITE PLAN - PROPOSED DEVELOPMENT
Slide 27: Methodology
METHODOLOGY Rental Rate • 100 samples from 10 different localities were collected to identify the rental rates of the proposed development Building Cost • Analyse the trend of the building cost from year 2018 to year 2023 • Benchmarking the MBCB’s Cost Estimate toward BCISM and Arcadis • Seek for co
Slide 28: Rental Rate Analysis
RENTAL RATE ANALYSIS
Slide 29: Result - Rental Analysis
RESULT - RENTAL ANALYSIS Kapar Average BM 1.84 PSF/Momth Bandar Bukit Raja Average RM 2.03 PSF/Moanth * North Port Average RM 1.37 PSF/Month = & West Port Average RM 1.78 PSF/Moath Klang Jaya Arerage RM 1.87 PSF/Mouth Laurel|Cap 4 Trust | Integrity | Expertise Puncak Alam Average RM L4S PSF/Moath Av
Slide 30: Result - Rental Analysis
RESULT - RENTAL ANALYSIS SAMPLE MIN MAX Ten (10) Industrial RM 1.08 psf RM 3.50 psf Schemes Kapar RM 1.70 psf RM 2.08 psf Five (5) Selected RM 1.91 psf RM 2.50 psf Comparables
Slide 31: Green Building Feature
GREEN BUILDING FEATURE Green Building Tools • Green Building Index (GBI) • Green Real Estate (GreenRE) Advantages • Lower building operation cost in long term • Tax incentive • Multinational Corporation (MNC) might exhibit greater interest in renting the factory
Slide 32: Conclusion – Rental Analysis
CONCLUSION – RENTAL ANALYSIS RENTAL RATE ESTIMATE COMPANY MIN MAX Malaysian Bulk Carriers Berhad 2.20 psf/month 2.40 psf/month (MBCB) Laurelcap Sdn Bhd (LSB) 2.00 psf/month 2.80 psf/month With the imminent completion of the West Coast Expressway which is expected increase in demand Post MCO, a s
Slide 33: Building Cost Analysis
BUILDING COST ANALYSIS
Slide 34: Result - Building Cost Analysis
RESULT - BUILDING COST ANALYSIS The Trends Of The Building Cost Index (Commercial And Industrial Buildings) From 2018 To 2023
Slide 35: Result - Building Cost Analysis
RESULT - BUILDING COST ANALYSIS APPROXIMATE BUILDING COST (PSF) SOURCE Min Max BCISM RM 173.00 psf RM 187.00 psf Arcadis RM 170.00 psf RM 205.00 psf LSB’s Opinion RM 140.00 psf RM 170.00 psf * Note : The estimated building services cost is between RM 29 psf to RM 71 psf
Slide 36: Result - Building Cost Analysis
RESULT - BUILDING COST ANALYSIS PERCENTAGE PERCENTAGE BASED ON BASED ON MBCB’S COST ESTIMATE CONTRACTOR’S COST ESTIMATE CONSTRUCTION CONSTRUCTION COST COST Preliminary Cost RM 2,000,000 1.3% Preliminary Cost RM 2,000,000 1.5% Construction Cost RM 151,163,400 Construction Cost RM 133,293,626 Professi
Slide 37: Conclusion
CONCLUSION From our market study, the data consistently point towards a positive scenario for the proposed development of industrial properties. The combination of limited supply, positive rental rate trends, and feasible costing indicates a project that is well-positioned to not only meet but poten
Slide 38: Thank You
THANK YOU Laurelcap Sdn Bhd 200801005326 (806610-U) E-6-2, E-7-2, Subang Square, East Wing, Jalan SS 15/4G, 47500 Subang Jaya, Selangor
Slide 39: Independent Adviser's assessment of the Proposals
MALAYSIAN BULK CARRIERS BERHAD Independent Adviser’s assessment in relation to the Proposed Acquisition, Proposed Joint Venture and Proposed Diversification 6 December 2023
Slide 40: Introduction
Introduction Definitions or defined terms used in this document shall have the same meanings as defined in the “Definitions” section of the Circular dated 9 November 2023 except where the context requires otherwise or as otherwise defined. ▪ On 29 August 2023, Kenanga IB had, on behalf of the Board,
Slide 41: Evaluation of the Proposals
Evaluation of the Proposals
Slide 42: Evaluation of the Proposals
Evaluation of the Proposals In evaluating the Proposals, we have taken into consideration the following: 1) Rationale of the Proposals 2) Evaluation of the Purchase Consideration 3) Evaluation of the mode of Settlement of the Proposed Acquisition 4) Salient terms of the draft SPA 5) Salient terms of
Slide 43: Assessment of the rationale of the Proposals
Assessment of the rationale of the Proposals • Prior to 2023, MBC Group’s revenue was mainly derived from the provision of freight services for charters. The charter rates for dry bulk shipping are dependent upon the demand and supply of commodity items such as coal, grains, iron ore and other commo
Slide 44: Assessment of the rationale of the Proposals (Cont'd)
Assessment of the rationale of the Proposals (Cont’d) • In view that charter rates are unpredictable in nature, a sudden movement in charter rates will have a significant impact on the financial performance of MBC Group. As such, MBC intends to look for new business opportunities to mitigate the ris
Slide 45: Evaluation of the Purchase Consideration
Evaluation of the Purchase Consideration • In arriving at the fairness evaluation of the Proposed Acquisition, we have compared the Purchase Consideration of RM165.00 million against the market value of the Land of RM165.00 million (ie. RM65 psf) as appraised by the Valuer (“Market Value”). • The Va
Slide 46: Evaluation of Mode of Settlement for the Proposed Acquisition
Evaluation of Mode of Settlement for the Proposed Acquisition ▪ MBC Logistic Hub intends to fund the Purchase Consideration of RM165.00 mil in the following manner: a) Up to 80% of the Purchase Consideration amounting to RM132.00 mil to be funded via bank borrowings obtained by MBC Logistic Hub; and
Slide 47: Evaluation of Mode of Settlement (Cont'd)
Evaluation of Mode of Settlement for the Proposed Acquisition (Cont’d) Our Comments ▪ MBC may fund its share of the Purchase Consideration either from part of the proceeds from the disposal of Alam Kekal vessel (ie. RM140.06 mil), its internally-generated funds or its own bank borrowings. ▪ In the e
Slide 48: Assessment of the salient terms of the SPA
Assessment of the salient terms of the SPA Subject Our comments SPA Conditions • A time period of 3 months to fulfill the SPA Conditions Precedent are reasonable as they are requisite approvals Precedent required to be fulfilled by the parties of the SPA to complete the Proposed Acquisition. These t
Slide 49: Assessment of the salient terms of the SPA (Cont'd)
Assessment of the salient terms of the SPA (Cont’d) Subject Our comments Adjustment on • The adjustment mechanism for the Purchase Consideration (ie. RM702.78 per sqm) is fair as it is the same as the Purchase the Market Value on a per sqm basis for the Proposed Acquisition (i.e. RM165.00 million /
Slide 50: Assessment of the salient terms of the SSA
Assessment of the salient terms of the SSA Subject Our comments SSA conditions • A time period of 3 months to fulfill the SSA Conditions Precedent are reasonable as they are requisite approvals precedent required to be fulfilled by the parties of the SSA to complete the Proposed Joint Venture. These
Slide 51: Effects of the Proposals
Effects of the Proposals (1) • The Proposals will not have any effect on the issued share capital and substantial shareholders’ Issued share capital shareholdings of MBC as the Proposals do not involve any issuance of new shares by MBC. & substantial shareholders’ shareholdings • The Proposals will
Slide 52: Conclusion
Conclusion • Based on the above assessment, we are of the view that the Proposals are fair and reasonable and are not detrimental to the non-interested shareholders of MBC. • Accordingly, we advise and recommend that the non-interested shareholders of MBC to vote in favour of the ordinary resolution
Slide 53: Thank You
THANK YOU This presentation is provided solely for the Board of Directors of Malaysian Bulk Carriers Berhad and is not to be copied, quoted, or referred to in whole or in part without the prior written consent of BDO Capital Consultants Sdn Bhd. BDO Capital Consultants Sdn Bhd accepts no responsibil
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