(b) the sum of RM12.08 million to be settled by cash on or before 31 December 2018.

Transcription

1 OLYMPIA INDUSTRIES BERHAD ( OIB OR THE COMPANY ) PROPOSED SETTLEMENT OF AN AMOUNT OWING BY OLYMPIA PROPERTIES SDN BHD ( OPSB ), A WHOLLY-OWNED SUBSIDIARY OF OIB, TO KH ESTATES SDN BHD ( KHE ), A WHOLLY-OWNED SUBSIDIARY OF DUTALAND BERHAD ( DUTALAND ) 1. INTRODUCTION On behalf of the Board of Directors of OIB ( Board ), RHB Investment Bank Berhad ( RHB Investment Bank ) wishes to announce that the wholly-owned subsidiaries of OIB, namely OPSB and United Malaysian Properties Sdn Bhd ( UMP ) had on 14 June 2018 entered into a property settlement agreement with KHE for the settlement of RM45.40 million out of the sum of approximately RM81.20 million owing by OPSB to KHE ( Debt ) by way of transfer and delivery of vacant or legal possession of 12 luxury residences together with 39 car park bays as accessory parcels located within 9 Madge, Jalan Madge, Taman U-Thant, Kuala Lumpur ( Settlement Properties ) from UMP to KHE ( Property Settlement Agreement ), of which the registered proprietor of the Settlement Properties is Rodem Sdn Bhd and the beneficial owner of the Settlement Properties is UMP ( Proposed Settlement ). OPSB has progressively settled an amount of RM23.72 million which represents part payment of the Debt to KHE between 23 August 2016 and 2 March As at 14 June 2018, being the latest practicable date prior to this announcement ( LPD ), the outstanding amount of the Debt of RM57.48 million is proposed to be settled as follows: the sum of RM45.40 million ( Property Settlement Sum ) to be settled through the transfer of the Settlement Properties via the Property Settlement Agreement at the sale price of the Settlement Properties ( Property Settlement Price ) which is equivalent to a total market value of RM45.40 million ( Market Value ); and the sum of RM12.08 million to be settled by cash on or before 31 December Further details on the Proposed Settlement are set out in Section 2 of this announcement. The Proposed Settlement is deemed to be a related party transaction pursuant to Paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) as certain directors and/or major shareholders of OIB are deemed interested in the Proposed Settlement as detailed in Section 7 of this announcement. 2. DETAILS OF THE PROPOSED SETTLEMENT 2.1 Background of the Proposed Settlement Pursuant to the consortium agreement dated 14 February 2003 entered into between OPSB and KHE ( Consortium Agreement ), OPSB and KHE had agreed to form a joint operation arrangement between OPSB and KHE to jointly develop the Land (as defined below) ( Consortium ), where the share of assets, liabilities, income and expenses in relation to the development of the Land (as defined below) ( Distribution ) (which consists of OPSB s and KHE s respective obligations of the contribution to working funds, disbursements, liabilities and all obligations whatsoever) shall be at a ratio of 42% to OPSB and 58% to KHE. 1

2 The Land consists of the following: 4 parcels of freehold land held under Lot Lot measuring approximately acres; and 6 parcels of freehold land held under Lot Lot measuring approximately acres, in Mukim Batu, District of Kuala Lumpur, Wilayah Persekutuan acquired by OIB and DutaLand from Kenny Height Developments Sdn Bhd and registered in the name of RHB Trustees Berhad ( Land ). Subsequent to the Consortium Agreement, there had been a re-alienation and/or subdivision on the Land resulting in new title particulars of the Land. On 22 April 2016, OPSB had entered into a sale and purchase agreement with Semanja Hartamas Sdn Bhd for the disposal of a piece of development land measuring approximately 36,491 square metres ( Sq. Mt. ) which forms part of the Land held under Geran 77974, Lot 67801, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan ( Released Property ) to Semanja Hartamas Sdn Bhd for RM million ( SPA ). The sale of the Released Property under the SPA was completed on 25 April The Debt arose as some of the proceeds of the sale of the Released Property, which formed part of the Distribution, were held by OPSB. Premised on the above, OPSB owes to KHE a portion of the Distribution arising from the proceeds raised from the disposal of the Released Property. 2.2 Information on the Settlement Properties Location The Settlement Properties are located within Taman U-Thant, an exclusive and luxury residential scheme sited along Jalan Ampang and Jalan Tun Razak, the major business thoroughfares of Kuala Lumpur city. Taman U-Thant and the adjoining Ampang Hilir are well established exclusive residential schemes of Kuala Lumpur city and are the residences of high net worth residents and embassies due to their exclusivity and proximity to the city centre. The Settlement Properties are strategically located within close proximity with the bustling Kuala Lumpur city, are served by major roads in the city namely Jalan Ampang and Jalan Tun Razak and are easily accessible from various parts of Kuala Lumpur city. The location of the Settlement Properties is strategic due to its proximity to Kuala Lumpur s Golden Triangle accommodating shopping malls, luxury hotels, prime office towers, entertainment venues and this location is a prime location. The modern transportation systems comprising Kuala Lumpur Monorail Systems, Putra Light Rail Systems, STAR Light Rapid Transit (LRT) Systems and Mass Rapid Transit (MRT) Lines which are located in the proximity of the Settlement Properties, link the sub-urban cities and towns of Greater Kuala Lumpur with Kuala Lumpur s Golden Triangle and the Settlement Properties. Site It is a corner plot, irregular shaped parcel of land and having a title land area of approximately 2,980 Sq. Mt. (32,076 square feet ( Sq. Ft. )). The site enjoys frontages of approximately metres ( feet) onto Jalan Madge along its northern site boundary, a splay corner of approximately 5.59 metres (18.33 feet) and a return frontage of approximately metres ( feet) onto the same Jalan Madge along its western site boundary. The southern and eastern site boundaries which measure approximately metres ( feet) and metres ( feet) bordering a drain reserve and share a common boundary with neighbouring Lot

3 9 Madge 9 Madge comprises 2 5-storey low rise residential blocks with roof terrace accommodating 23 units of luxury residences from the 1 st floor to the roof terrace (inclusive), services and facilities, mechanical and electrical areas and car parks on the ground floor/lower level 1 and lower level 2. There are 80 car park bays with 67 car park bays allocated for the residences and 13 car park bays for visitors. The buildings together form a V-Shaped building, developed to maximise the use of the 32,076 Sq. Ft. site. The buildings are constructed of reinforced concrete frame with brick infills rendered externally and plastered internally, supporting timber pitched roof laid over with concrete roofing tiles. 9 Madge has a total gross floor and net saleable areas of about 12, Sq. Mt. (131, Sq. Ft.) and 7, Sq. Mt. (83,159 Sq. Ft.) respectively. The Settlement Properties has a total built-up area of approximately 4, Sq. Mt. (48,422 Sq. Ft.). The services and facilities provided within the development comprise lounge deck, barbecue area, swimming pool, children s pool, children s playground, male and female changing rooms and sauna room, manager s room, driver s room, driver s toilet, utility room, gymnasium, conference/function room, garden open to sky lightwell, 24-hours security, closed circuit television system (CCTV), barrier gate with card access system and security card access system for all car park lift lobbies. The salient details of the Settlement Properties are summarised in the table below: Parent Lot / Parent Title No. (1) : Lot 334, Section 89A, Town and District of Kuala Lumpur, State of Federal Territory Kuala Lumpur/Geran Tenure : Interest in perpetuity (Freehold) Registered proprietor : Rodem Sdn. Bhd. (2) Beneficial owner : UMP Category of land use : Not stated Existing usage : Residential Express condition : Tanah ini hendaklah digunakan untuk tapak bangunan kediaman bertingkat bagi tujuan pangsapuri sahaja Encumbrances : Nil Restriction in interest : Nil Age of the Settlement Properties Occupancy / Occupancy Rate (3) Rental income of the tenanted unit(s) : Approximately 2.49 years : Occupancy : 2 units tenanted Occupancy rate : Approximately 16.10% : In the range of RM8,000 to RM10,000 per month Valuation method : Comparison method only Market value of the Settlement Properties (4) : RM45.40 million Net book value of the : RM45.05 million Settlement Properties (5) Relevant approvals for the development of 9 Madge (6) : Vide a development order bearing Reference No. (35) dlm.dbkl.jprb.1776/72, dated 13 April Vide a latest building plan approval letter from Jabatan Rekabentuk Bandar dan Bangunan, City Hall Kuala Lumpur bearing Reference No. (28) NP U3 OSC , dated 15 July Certificate of Completion and Compliance ( CCC ) bearing Reference No. LAM/WP/No dated 6 October

4 Notes: (1) Strata titles in respect of 9 Madge are yet to be issued. 9 Madge is sited on Parent Lot 334, Section 89A, Town and District of Kuala Lumpur, Federal Territory Kuala Lumpur held under Parent Title No. Geran 70539, having an interest in perpetuity. (2) Rodem Sdn Bhd ( Rodem ) was the property developer of the Settlement Properties which form part of the 9 Madge property development project. The strata titles have not been transferred to UMP as these strata titles are yet to be issued. As such, Rodem is the current registered proprietor of the Settlement Properties held under Rodem s parent title Geran (3) Based on the information provided by the management of OIB. (4) As appraised by Cheston International (KL) Sdn Bhd ( Valuer ), an independent firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia, vide its valuation report dated 19 April 2018 ( Valuation Report ). (5) Based on the latest audited financial statements of UMP as at 31 December (6) Based on the enquiries with the City Hall Kuala Lumpur, it was revealed that 9 Madge development is located within an area zoned for residential use. Vide a Development Order bearing Reference No. (35) dlm.dbkl.jprb.1776/72, dated 13 April 2007, it is noted that 9 Madge development was approved for 23 units of luxury residences subject to the conditions stated therein. Vide a Letter from Jabatan Rekabentuk Bandar Dan Bangunan, City Hall Kuala Lumpur bearing Reference No. (28) BP U3 OSC , dated 15 July 2013 and latest approved building plans dated 29 July 2013, it is noted that the application for amendment to the original approved building plans bearing Reference No. BP U was approved. 9 Madge was issued with a CCC bearing Reference No. LAM/WP/No dated 6 October Basis of arriving at and justification for the Property Settlement Price The Property Settlement Price was arrived at on a willing-buyer willing-seller basis and on an as-is-where-is basis after taking into consideration the following: the net book value of the Settlement Properties of RM45.05 million, based on the audited financial statements of UMP as at 31 December 2017; and the market valuation on the Settlement Properties carried out by the Valuer. The Valuer had vide the Valuation Report assessed the Market Value as at 3 April Method of valuation for the Settlement Properties In arriving at the Market Value, the Valuer has adopted the comparison method of valuation as the sole valuation methodology. The comparison method is premised on the principle that comparison is made of the property under valuation with sales of other similar properties. Where dissimilarities exist, adjustments are made. Under the comparison method, an estimate of the market value is derived by comparing the property under valuation with other similar properties that had been sold in the recent past. A survey was made of similar type of property sales that have occurred in this or similar areas within the recent past. These comparable sale prices are then adjusted for comparability to reflect differences in time, location and accessibility, building characteristics, level, tenure, size and density of the development to render the sold properties as similar as possible with the Settlement Properties. 4

5 According to the Valuer, the comparison method is the commonly adopted valuation methodology in the industry for similar type of luxury residences as other valuation methods are deemed unsuitable as it will not provide accurate market value or reflect the highest and best value of the Settlement Properties. The Valuer also noted that there are adequate sale evidences of similar type of luxury residences in the vicinity of the Settlement Properties which can be relied upon to arrive at the accurate market value of the Settlement Properties using the comparison method. The details of the sale evidences are easily available from the Valuation and Property Services Department, Ministry of Finance. The other valuation methodologies such as investment and cost methods are deemed unsuitable for the valuation of the Settlement Properties due to the following reasons: (i) Investment method of valuation is suitable for income generating commercial/investment properties especially for those properties held as investment properties subject to lease or tenancy agreements with proper term, rental rates and other conditions agreed by the parties. The Valuer noted that the Settlement Properties are not tenanted except for 2 units. In the case of limited tenancies and absence of reliable tenancy agreements and rental evidences of comparable units, the investment method will not provide an accurate market value. (ii) The cost method is derived from the market value of the land and depreciated replacement cost ( DRC ) of the building. The DRC is based on cost which does not reflect the market forces on the demand and supply and often does not reflect the highest and best value of the Settlement Properties. 2.5 Information on OPSB OPSB was incorporated in Malaysia on 25 November 1995 and is principally engaged in property development. As at the LPD, the issued share capital of OPSB is RM2.00 comprising 2 ordinary shares. OPSB is a wholly-owned subsidiary of OIB. As at the LPD, the directors of OPSB are: (d) Dato Sri Yap Wee Keat; Yap Wee Sean; Seah Chee Beng; and Ng Ju Siong. 2.6 Information on KHE KHE was incorporated in Malaysia on 26 August 2002 and is principally engaged in property investment. As at the LPD, the issued share capital of KHE is RM1,000, comprising 1,000,000 ordinary shares. KHE is a wholly-owned subsidiary of DutaLand. As at the LPD, the directors of KHE are: Tan Sri Dato Yap Yong Seong; Dato Hazli bin Ibrahim; and Yap Wee Chun. 5

6 2.7 Information on UMP UMP was incorporated in Malaysia on 18 September 1973 and is principally engaged in property development. The company has temporarily ceased its operations. As at the LPD, the issued share capital of UMP is RM8,307, comprising 8,307,000 ordinary shares. UMP is a wholly-owned subsidiary of OIB. As at the LPD, the directors of UMP are: Seah Chee Beng; and Cho Kah Hing. 2.8 Salient terms of the Property Settlement Agreement The salient terms of the Property Settlement Agreement are as follows: Condition Precedent The Property Settlement Agreement shall be conditional upon OPSB, KHE and UMP ( Party(ies) ) having obtained the approvals of their respective shareholders (or the shareholders of their respective holding companies) (if applicable) and/or the approvals of their respective boards of directors (if applicable) to settle the Property Settlement Sum by way of transfer of ownership of the Settlement Properties from UMP to KHE (or any person nominated by KHE) and for this purpose, the Parties hereby agree that the Parties shall, if required, respectively hold and convene the general meetings (or the general meeting of their respective holding companies), (if applicable) and/or board of directors meetings (if applicable), for the purposes referred to in this paragraph, within 4 months from the date of the Property Settlement Agreement ( Cut-Off Period ), provided always that should such approvals have not been obtained upon the expiry of the Cut-Off Period, it is mutually agreed by the Parties that the Cut-Off Period shall be automatically extended by a further 1 month from the date thereof ( Condition Precedent ). Where applicable, the Parties shall at its respective costs and expenses duly and promptly do all necessary acts as may be necessary to facilitate the fulfilment of the Condition Precedent above, including making all necessary submissions/applications to Bursa Malaysia Securities Berhad or Securities Commission Malaysia and providing requisite information and replying on queries (if any) to Bursa Malaysia Securities Berhad or Securities Commission Malaysia in order to fulfil that Condition Precedent, on or before the Cut-Off Period. If at any time during the term of the Property Settlement Agreement any Party becomes aware of a fact or circumstance that might prevent the Condition Precedent from being satisfied, it shall as soon as reasonably possible, immediately inform the other Parties of the same. 6

7 2.8.2 Settlement date Subject to the fulfilment of the Condition Precedent, the Parties agree that the Property Settlement Sum shall be settled by UMP on behalf of OPSB to KHE by way of the transfer and delivery of vacant or legal possession (as the case may be) of the Settlement Properties (which shall be free of all encumbrances) from UMP to KHE (or any person nominated by KHE) at the Property Settlement Price. The Property Settlement Sum shall be deemed settled by OPSB to KHE 10 days from the date when the Condition Precedent is fulfilled or waived by the appropriate Party, or any other date as may be agreed in writing between the Parties ( Property Settlement Date ) in accordance with the Property Settlement Agreement upon: (i) (ii) the execution of the sale and purchase agreements by UMP and KHE (or any person nominated by KHE) for each of the Settlement Properties, agreeing to transfer the beneficial ownership of the Settlement Properties from UMP to KHE (or any person nominated by KHE) by the Property Settlement Date; and the execution of the deed of assignment by UMP and KHE (or any person nominated by KHE) for each of the Settlement Properties to transfer beneficial ownership of the Settlement Properties from UMP to KHE (or any person nominated by KHE), as well as the service of a notice of assignment for each of the Settlement Properties in favour of KHE (or any person nominated by KHE) to Rodem. On the Property Settlement Date: (i) (ii) all rights, interests and benefits attached to each of the Settlement Properties shall pass and be vested in KHE (or any person nominated by KHE); and the Property Settlement Sum will be deemed to be settled pro tanto (to such an extent) against the Property Settlement Price Tenancy UMP hereby undertakes that it shall, at its own cost, execute and procure the respective tenants of the relevant Settlement Properties ( Tenants ) to execute novation agreements (1) in relation to the relevant Settlement Properties ( Novation Agreements ) and deliver the Novation Agreements executed by UMP and the Tenants to KHE (or any person nominated by KHE) to be signed by KHE (or any person nominated by KHE) within 14 days from the Property Settlement Date or such other date as the Parties may mutually agree. The Parties further agree that upon the execution of the Novation Agreements by KHE (or any person nominated by KHE), KHE (or any person nominated by KHE) shall bear the stamp duty on the Novation Agreements and attend to the stamping of the same within 30 days from the Property Settlement Date (or such other date as the Parties may mutually agree), and deliver copies of the duly stamped Novation Agreements to UMP for UMP s records. 7

8 Note: (1) Being novation agreements to be executed by UMP, KHE (or any person nominated by KHE) and the Tenants for UMP to novate the tenancy agreements (between UMP and the Tenants in respect of relevant Settlement Properties) ( Tenancy Agreements ) to KHE (or any person nominated by KHE). As at the date of the Property Settlement Agreement, the management has confirmed that there are 2 Tenancy Agreements. For the avoidance of doubt, UMP agrees that the monthly rentals in respect of the Tenancy Agreements shall be apportioned between UMP and KHE (or any person nominated by KHE) on the Property Settlement Date, and all monthly rentals accruing from and after the Property Settlement Date shall be paid to KHE (or any person nominated by KHE). This clause will form part of the terms of the Novation Agreements. UMP hereby acknowledges that all rentals received by UMP in respect of any part of the Tenancy Agreements after the Property Settlement Date shall belong to KHE (or any person nominated by KHE) and until payment thereof, shall be held on trust for KHE (or any person nominated by KHE). Upon the execution of the Property Settlement Agreement and prior to the Property Settlement Date, UMP shall not without the prior written consent of KHE (or any person nominated by KHE), provided always that such consent shall not be unreasonably withheld, enter into any tenancy agreement in relation to the Settlement Properties with any person, or renew or extend the tenure of any existing tenancy agreement (if applicable), and if the consent of KHE (or any person nominated by KHE) is granted, the tenancy agreement or renewal or extension of such existing tenancy agreements shall be made on terms agreeable to KHE (or any person nominated by KHE) Indemnity Each Party agrees to indemnify the other Parties against all costs, charges and expenses incurred or suffered by the non-defaulting Parties in connection with the bringing of any legal proceedings or claim by the non-defaulting parties in the enforcement or attempted enforcement of the terms of the Property Settlement Agreement. 3. LIABILITIES TO BE ASSUMED There will be no liabilities, including contingent liabilities and guarantees, to be assumed by the OIB and its subsidiaries ( OIB Group ) arising from the Proposed Settlement. 8

9 4. RATIONALE FOR THE PROPOSED SETTLEMENT The Proposed Settlement is undertaken to address the Property Settlement Sum. OPSB has progressively settled an amount of RM23.72 million, which represents 29.21% of the Debt between 23 August 2016 and 2 March The outstanding amount of the Debt of RM57.48 million is to be set-off against the Property Settlement Sum and the sum of RM12.08 million is to be settled by cash on or before 31 December The Proposed Settlement via transferring of Settlement Properties will allow OPSB to reduce its reliance on its cashflow for the settlement of Debt. In addition, the Proposed Settlement will allow OPSB to settle the outstanding amount of the Debt without any litigation and/or claim involving OPSB in the event of a default in payment of the Property Settlement Sum. 5. RISK FACTORS The following are the risk factors that may arise from or be associated with the Proposed Settlement: 5.1 Non-fulfilment of Condition Precedent pursuant to the Property Settlement Agreement The Property Settlement Agreement is subject to, inter-alia, the approval of the noninterested shareholders of OIB being obtained and the fulfilment of the Condition Precedent as set out in Section of this announcement. In the event that the Condition Precedent is not obtained or fulfilled on or before the Cut-Off Period, this will result in OPSB not being able to settle the Property Settlement Sum. OPSB, KHE and UMP shall, as soon as reasonably possible, immediately inform the other Parties accordingly in the event that OPSB, KHE and/or UMP is aware of, at any time during the term of the Property Settlement Agreement, a fact or circumstance that might prevent the Condition Precedent from being satisfied. OIB, as the holding company of OPSB, will endeavor to minimise the risk by obtaining all the necessary approvals for the completion of the Property Settlement Agreement. Nevertheless, there is no assurance that the necessary approvals may be obtained within the time period as stipulated in the Property Settlement Agreement. 5.2 Loss of potentially higher capital value of the Settlement Properties The Property Settlement Amount is based on the prevailing Market Value of the Settlement Properties as stated in the Valuation Report. Effecting the Proposed Settlement at this juncture may result in the OIB Group not being able to sell the Settlement Properties at a higher value in the future if the Settlement Properties were to be disposed of at a later stage. Nonetheless, undertaking the Proposed Settlement now will enable the OIB Group to settle the outstanding amount of the Debt. Further, there is no guarantee that the OIB Group will be able to realise a higher value of the Settlement Properties should the OIB Group decide to effect the disposal of the Settlement Properties at a later stage. 9

10 6 EFFECTS OF THE PROPOSED SETTLEMENT The effects of the Proposed Settlement are as follows: 6.1 Share capital and substantial shareholders shareholdings The Proposed Settlement will not have any effect on the share capital and the substantial shareholders shareholdings of the Company, as it does not involve any issuance of new shares in OIB. 6.2 Earnings and earnings per share ( EPS ) On the assumption that the Proposed Settlement had been effected at the beginning of the financial year ended 31 December 2017, the Proposed Settlement will not have any material effect on the earnings and EPS of the OIB Group. The Proposed Settlement is not expected to have any material effect on the earnings and EPS of the OIB Group for the financial year ending 31 December Net assets ( NA ), NA per share and gearing The Proposed Settlement is not expected to have any material effect on the NA and NA per share of the OIB Group for the financial year ending 31 December The Proposed Settlement is not expected to have any effect on the gearing of the OIB Group as the Debt is recorded as part of the amount due to affiliated company in the books of the OIB Group. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 10

11 7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM The Proposed Settlement is deemed to be a related party transaction under the Listing Requirements as certain directors and/or major shareholders of OIB are deemed interested in the Proposed Settlement. Save as disclosed below, as at the LPD, none of the directors and/or major shareholders of the Company and/or persons connected with them has any interests, direct and/or indirect, in the Proposed Settlement. Interested directors, major shareholders and person connected with them Direct interest % Indirect interest % Tan Sri Dato Yap Yong Seong ( TSDYYS ) (e) 55, *332,672, Dato Sri Yap Wee Keat ( DSYWK ) (e) 44, *332,672, Yap Wee Chun ( YWC ) - - *332,672, Puan Sri Datin Leong Li Nar ( PSDLLN ) (d) - - *332,672, Kenny Height Developments Sdn Bhd ( KHD ) 180,000, Duta Equities Sdn Bhd ( DESB ) 152,672, Notes: * Deemed interested through shares held by KHD and DESB. (d) (e) Holds direct interest of 50% and 89% in KHD and DESB respectively and deemed interested in OIB shares held by his spouse, PSDLLN through her interest of 50% and 11% in KHD and DESB respectively. Deemed interested in OIB through his parents, TSDYYS s and PSDLLN s interests in KHD and DESB. Deemed interested in OIB through his parents, TSDYYS s and PSDLLN s interests in KHD and DESB. Holds direct interest of 50% in KHD and 11% in DESB. TSDYYS, DSYWK and YWC are Directors and interested major shareholders of DutaLand (the holding company of the transacting party, KHE) by virtue of their direct and indirect interests through KHD and DESB which own 28.23% and 23.18% equity interest respectively, and through OIB which has 0.01% equity interest in DutaLand. Accordingly, TSDYYS and DSYWK, being the interested Directors in the Proposed Settlement ( Interested Directors ), have abstained and will continue to abstain from deliberating, voting on and making any opinion on the Proposed Settlement at the relevant Board meetings. The interested major shareholders, namely KHD, DESB, TSDYYS, PSDLLN, DSYWK and YWC and the Interested Directors will abstain from voting in respect of their direct and/or indirect shareholdings in OIB, if any, and have undertaken that they will ensure that persons connected with them abstain from voting on the resolution pertaining to the Proposed Settlement to be tabled at the extraordinary general meeting ( EGM ) of OIB to be convened. 11

12 8. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED SETTLEMENT The highest percentage ratio applicable to the Proposed Settlement pursuant to paragraph 10.02(g) of the Listing Requirements is 11.44%. 9. APPROVALS REQUIRED The Proposed Settlement is subject to the following approvals being obtained: the non-interested shareholders of OIB at the EGM to be convened; and any other parties and/or relevant authorities, if required. The Proposed Settlement is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company. 10. DIRECTORS STATEMENT Having considered the rationale and all aspects of the Proposed Settlement, the Board (save for the Interested Directors) is of the opinion that the Proposed Settlement is in the best interests of the OIB Group. 11. ADVISER RHB Investment Bank has been appointed as the Adviser to the Company for the Proposed Settlement. As the Proposed Settlement is deemed a related party transaction pursuant to paragraph of the Listing Requirements, SJ Securities Sdn Bhd has been appointed as the independent adviser ( Independent Adviser ) to advise the non-interested directors and non-interested shareholders of OIB in relation to the Proposed Settlement. 12. AUDIT COMMITTEE S STATEMENT Having considered the rationale, all aspects of the Proposed Settlement and the opinion of the Independent Adviser, the Audit Committee of OIB is of the opinion that the Proposed Settlement is: in the best interest of the OIB Group; fair, reasonable and on normal commercial terms; and not detrimental to the interest of the non-interested shareholders of the OIB. 13. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS Save for the payment of RM23.72 million, being part payment of the Debt, which had been progressively settled and made by OPSB to KHE, there were no other transactions entered into between the OIB Group and KHE, a related party, for the preceding 12 months from the date of this announcement. 12

13 14. APPLICATION TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the application to the relevant authorities in relation to the Proposed Settlement will be made within 2 months from the date of this announcement. 15. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all approvals being obtained, the Proposed Settlement is expected to be completed by the fourth quarter of calendar year DOCUMENTS AVAILABLE FOR INSPECTION The Property Settlement Agreement and the Valuation Report are available for inspection at the registered office of OIB at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, Kuala Lumpur during office hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 14 June