1. INTRODUCTION 2. DETAILS OF THE PROPOSED ACQUISITION. 2.1 Proposed Acquisition

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1 SASBADI HOLDINGS BERHAD (I) PROPOSED ACQUISITION BY SASBADI SDN BHD, A WHOLLY OWNED SUBSIDIARY OF SASBADI HOLDINGS BERHAD, OF TWO (2) UNITS OF RETAIL LOTS DISTINGUISHED AS PARCEL NOS. L1.09 AND L1.10, EACH MEASURING 2,260 SQUARE FEET, WITHIN STOREY NO. FIRST FLOOR, COVA SQUARE, HELD ON ALL THAT LEASEHOLD LAND HELD UNDER MASTER TITLE NO. PN LOT 54636, PEKAN BARU SUNGAI BULOH, DISTRICT OF PETALING, STATE OF SELANGOR, FOR A TOTAL PURCHASE PRICE OF RM2,600, (II) REVISION IN THE UTILISATION OF PRIVATE PLACEMENT PROCEEDS 1. INTRODUCTION The Board of Directors of Sasbadi Holdings Berhad ( Sasbadi Holdings or Company ) is pleased to announce that its wholly owned subsidiary, Sasbadi Sdn Bhd ( SSB or Purchaser ), has on 9 September 2016 entered into two (2) conditional sale and purchase agreements ( SPA(s) ) with THHT Resources Sdn Bhd ( THHT or the Vendor ) to acquire two (2) units of retail lots distinguished as Parcel Nos. L1.09 and L1.10, each measuring 2,260 square feet, within Storey No. First Floor, Cova Square, held on all that leasehold land held under Master Title No. PN Lot 54636, Pekan Baru Sungai Buloh, District of Petaling, State of Selangor (The said retail lots are hereinafter referred to as Property(ies) ), for a total purchase price of RM2,600, ( Total Purchase Price ) (each unit of the Properties for a purchase price of RM1,300, ( Individual Purchase Price )), subject to the terms and conditions in the SPAs ( Proposed Acquisition ). 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Proposed Acquisition A separate issue document of title or strata title to the Properties has not been issued by the relevant authorities and all rights, titles and interest and the full and entire benefit of the Properties is vested in favour of THHT by, under or pursuant to the sale and purchase agreements dated 22 September 2006 signed by the developer of the Properties ( Developer ) and THHT ( Principal SPA(s) ). The Proposed Acquisition entails the proposed acquisition of all those rights, title and interests of the Vendor in and to the Properties under the Principal SPAs and full benefit and advantage thereof and all stipulations, obligations and liabilities therein contained and all remedies for enforcing the same, free from all encumbrances with vacant possession together with all existing fittings and fixtures, if applicable, but subject to all conditions of title whether expressed or implied in the document of title to the Properties when issued and the terms and conditions of the SPAs, at the Total Purchase Price. 2.2 Information on SSB SSB was incorporated in Malaysia under the Companies Act 1965 ( Act ) as a private limited company on 3 May 1985 under its present name. It is principally involved in publishing printed educational materials. As at 9 September 2016, SSB has an authorised share capital of RM5,000, comprising 5,000,000 ordinary shares of RM1.00 each, of which RM2,400, comprising 2,400,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

2 2.3 Information on the Properties Details of the Properties are as follows: Description : Two (2) units of retail lots distinguished as Parcel Nos. L1.09 and L1.10 within Storey No. First Floor, Cova Square, held on all that leasehold land held under Master Title No. PN Lot 54636, Pekan Baru Sungai Buloh, District of Petaling, State of Selangor (The leasehold land is hereinafter referred to as Leasehold Land ) Address : L1-09 and L1-10, Cova Square, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara PJU 5, Petaling Jaya, Selangor Tenure : The relevant authorities have yet to issue any separate document of title or strata title for the Properties. The Leasehold Land is for a period of 99 years expiring on 27 April 2107 Category of land use : The Leasehold Land is for use as Building with the express condition of Commercial Building Built-up area : Each Property has a built-up area of 2,260 square feet Age of building : Approximately seven and a half (7½) years Existing use : The Properties are currently tenanted to Mindtech Education Sdn Bhd ( Mindtech Education ), a wholly-owned subsidiary of Sasbadi Holdings, and being renovated for use by Mindtech Education Proposed use : The Properties are to be used for Mindtech Education s office, member recruitment and training activities. Mindtech Education is the subsidiary to spearhead the business segment of direct sales / network marketing of digital/online educational materials of the Sasbadi Holdings Group (i.e. Sasbadi Holdings and its subsidiaries) Restriction in interest : The Leasehold Land can be transferred, leased or mortgaged upon obtaining the consent of the State Authority Existing encumbrance : The Properties are currently assigned by the Vendor to Public Bank Berhad Net book value : The Company is not privy to the audited financial statements of the Vendor. As such, the Company is not made known of the net book value of the Properties 2

3 2.4 Information on the Vendor THHT was incorporated in Malaysia under the Act as a private limited company on 26 July 2003 under its present name. It is principally involved in the trading of industrial equipment. As at 9 September 2016, THHT has an authorised share capital of RM1,000, comprising 1,000,000 ordinary shares of RM1.00 each, of which RM1,000, comprising 1,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. As at 9 September 2016, the directors of THHT are Toh Hong Hooi, Ng Siew Ee and Toh Bu Khim (alternate director to Ng Siew Ee), while its shareholders are Toh Hong Hooi and Ng Siew Ee. 2.5 Basis of Arriving at the Total Purchase Price The Total Purchase Price was arrived at on a willing buyer willing seller basis after taking into consideration the following: (i) (ii) (iii) (iv) The valuation report dated 23 August 2016 on the Properties prepared by Messrs. KGV International Property Consultants (M) Sdn Bhd using the comparison approach ( Valuation Report ), which ascribes a total market value of RM2.26 million (RM1.13 million each) to the Properties as at the date of valuation of 18 August 2016; The Properties, which are corner retail lots, are strategically located right in the centre of Cova Square and facing the main road, i.e. Jalan Teknologi. Cova Square is a six (6) storey commercial building with 332 units of retail and office lots, and the Properties are directly accessible via the main escalators in the building; The size of the Properties meets the requirements of the Sasbadi Holdings Group for Mindtech Education s business; and The close proximity of the Properties to the Head Office of the Sasbadi Holdings Group in Kota Damansara. 2.6 Source of Funding The Total Purchase Price will be funded via the proceeds raised from the private placement exercise completed by the Company on 20 January 2016 ( Private Placement ) (please refer to Section 3 below for the revision in the utilisation of the Private Placement proceeds). 2.7 Liabilities to be Assumed There are no other liabilities to be assumed by SSB pursuant to the Proposed Acquisition. 3. REVISION IN THE UTILISATION OF PRIVATE PLACEMENT PROCEEDS The Company has raised a total gross proceeds of RM31.62 million from the Private Placement. The Company has reallocated RM2.60 million out of the portion of the Private Placement proceeds originally allocated for part financing of future acquisition(s) of publishing/ education/ education-related business(es) or intellectual property rights, to finance the Proposed Acquisition. 3

4 In addition, the Company has reallocated RM6.40 million out of the portion of the Private Placement proceeds originally allocated for part financing of future acquisition(s) of publishing/ education/ education-related business(es) or intellectual property rights, to partly repay bank borrowings, i.e. bank overdraft from Alliance Bank Malaysia Berhad, which was drawn down mainly for payment of trade creditors. As at 9 September 2016, the amount outstanding for the said bank overdraft is RM10.42 million. The part repayment of the bank overdraft is expected to result in an interest cost savings of approximately RM0.52 million per annum based on the prevailing interest rate of 8.17% (i.e. base lending rate of 6.67% %) per annum. In this regard, the revision in the utilisation of the Private Placement proceeds is illustrated below: Purpose Actual Proposed utilisation utilisation as at 9 September 2016 Balance as at 9 September 2016 Revision Balance after revision RM 000 RM 000 RM 000 RM 000 RM 000 Estimated timeframe for utilisation (i) (ii) Part financing of future acquisition(s) of publishing/ education/ education-related business(es), or intellectual property rights Part repayment of bank borrowings 20,000 (5,150) 14,850 (9,000) 5,850 By 19 July 2017 (i.e. within eighteen (18) months from receipt of proceeds) 6,000 (6,000) - 6,400 6,400 By 31 October 2016 (iii) Working capital 5,103 (5,236)* By 19 July 2016 (i.e. within six (6) months from receipt of proceeds) (iv) Estimated expenses 520 (387)* By 19 April 2016 (i.e. within three (3) months from receipt of proceeds)^ (v) Financing of the Proposed Acquisition ,600 2,600 By 28 February 2017 Total gross proceeds 31,623 (16,773) 14,850-14,850 Notes: * The variation in the actual amount of the expenses was reallocated for working capital purposes as per the Company s announcement dated 21 December ^ Revised from one (1) month to three (3) months as per the Company s announcement dated 18 February

5 4. SALIENT TERMS OF THE SPAS 4.1 Payment of the Individual Purchase Price The Individual Purchase Price shall be paid by SSB in the manner as follows: (a) (b) The Purchaser had, prior to the execution of the SPA, paid to its solicitors ( Purchaser s Solicitors ) as stakeholder RM26, being the earnest deposit ( Earnest Deposit ) and which is to be released to the Vendor upon the Purchaser s Solicitors obtaining the Developer s Confirmation (as defined in Section 4.2 below): Simultaneously with the execution of the SPA, the Purchaser shall pay the Purchaser s Solicitors as stakeholder RM104, ( Balance Deposit ), which is to be dealt with by the Purchaser s Solicitors as follows: (i) (ii) The retention sum of 3% of the Individual Purchase Price (equivalent to RM39,000.00) which is required to be remitted to the Director General of Inland Revenue pursuant to Section 21B of the Real Property Gains Tax Act 1976, shall be retained by the Purchaser s Solicitors; and 5% of the Individual Purchase Price (equivalent to RM65, is to be released to the Vendor on the date on which all the conditions precedent (as set out in Section 4.2 below) have been satisfied or waived by the Purchaser or such other date as the parties may from time to time agree ( Unconditional Date ). The Earnest Deposit and the Balance Deposit (collectively referred to as Deposit ) shall form part payment towards the Individual Purchase Price; and (c) The balance of the Individual Purchase Price of RM1,170, ( Balance Individual Purchase Price ) shall be paid or cause to be paid by the Purchaser to the Purchaser s Solicitors as stakeholders on or before the expiration of a period of three (3) months commencing from the Unconditional Date ( Completion Period ), failing which, an extension of time of one (1) month from the expiration of the Completion Period ( Extended Completion Period ) shall automatically be granted to the Purchaser provided always that the Purchaser shall be liable to pay interest at the rate of 8% per annum which is to be calculated on a day to day basis on the unpaid Balance Individual Purchase Price from the commencement of the Extended Completion Period until full settlement thereof. If the Purchaser shall fail to settle the Balance Individual Purchase Price within the stipulated time, the Deposit paid by the Purchaser shall be forfeited absolutely to the Vendor by way of agreed liquidated damages and thereafter the Vendor shall refund all other monies paid by the Purchaser to the Vendor pursuant to the SPA within fourteen (14) days of termination in exchange of the Deed of Assignment (if deposited with the Purchaser s Solicitors) with the Vendor s interest intact failing which the Vendor shall pay to the Purchaser interest at the rate of 8% per annum on all other monies paid by the Purchaser to the Vendor calculated on a day to day basis from the expiry of fourteen (14) days of termination to the date of actual refund whereupon the SPA shall be terminated and rendered null and void and thereafter neither party shall have any claims against the other and the Vendor shall be entitled at its absolute discretion to resell the Property at such time and place and subject to such conditions and in such 5

6 manner as the Vendor shall think fit without the necessity of previously tendering or offering to make any sale to the Purchaser. 4.2 Conditions Precedent The SPA is conditional upon occurrence of the following: (a) The Purchaser receiving the written confirmation cum undertaking from the Developer ( Developer s Confirmation ) in respect of the following particulars of the Property within one (1) month from the date of the SPA or such other period to be mutually agreed between the parties: (i) (ii) (iii) (iv) (v) Full particulars of the Property; The postal address of the Property; The current owner/purchaser of the Property; The current chargee and/or assignee of the Property; and The total amount due to the Developer under the Principal SPA; (b) (c) The Vendor obtaining such other relevant authority s consent or approval in respect of the disposal and/or acquisition of the Property, if applicable, within six (6) months from the date of the SPA or such other period to be mutually agreed between the parties; and/or The Vendor delivering copies of the latest assessment receipt, board and shareholders resolutions (in the form and contents acceptable by the Purchaser s Solicitors) and forms 24, 44, 49 and Memorandum and Articles of Association of the Vendor which have been duly certified by the company secretary, to the Purchaser s Solicitors within five (5) working days from the date of the SPA. 4.3 Delivery of Vacant Possession The Vendor shall deliver vacant possession of the Property together with the fittings and fixtures, if any, to the Purchaser within three (3) working days of receipt of the Balance Individual Purchase Price together with interest (if any) by the Purchaser s Solicitors provided always that in default of which the Vendor shall pay to the Purchaser interest at the rate of 8% per annum on the Balance Individual Purchase Price calculated on a day to day basis from the date of such receipt of the Balance Individual Purchase Price together with interest (if any) by the Purchaser s Solicitors to the actual date of delivery of vacant possession of the Property by the Vendor to the Purchaser. 5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 5.1 Share Capital, Substantial Shareholders Shareholdings and Gearing The Proposed Acquisition will not have any effect on Sasbadi Holdings issued and paid-up share capital, substantial shareholders shareholdings and gearing, given that it is satisfied entirely by cash. 6

7 5.2 Earnings and Net Assets The Proposed Acquisition will not have any material effect on the earnings and net assets of the Sasbadi Holdings Group for the financial year ending ( FYE ) 31 August RATIONALE FOR THE PROPOSED ACQUISITION The Sasbadi Holdings Group is developing and growing its direct sales / network marketing business via Mindtech Education. In this regard, Mindtech Education is in need of a sizeable space for its office, member recruitment and training activities, and the Sasbadi Holdings Group s Head Office is currently fully utilised with no spare space to cater to Mindtech Education s need. The Proposed Acquisition will thus enable Mindtech Education to establish and own an office for its activities while eliminating the risk of having its tenancy (for the Properties) terminated or not renewed, and the risk of the rental payable being increased, by the Vendor. 7. RISK FACTORS 7.1 Risk of Non-Completion of the SPAs The completion of the SPAs is conditional upon, amongst others, the conditions precedent as set out in Section 4.2 above, being met. In the event that the conditions precedent are not met, the SPAs shall be terminated, which will result in the Sasbadi Holdings Group not being able to derive the benefits that it foresees from undertaking the Proposed Acquisition. 7.2 Acquisition Risk Notwithstanding that the Sasbadi Holdings Group has done the necessary assessment of the merits and risks of the Proposed Acquisition, there can be no assurance that it is able to fully reap the benefits from the Proposed Acquisition. For example, the built-up area of the Properties may turn out to be inadequate for Mindtech Education s business. The Sasbadi Holdings Group will take the necessary steps to address and mitigate the above risk factors relating to the Proposed Acquisition. 8. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of Sasbadi Holdings or any relevant authorities. 9. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second financial quarter of FYE 31 August DIRECTORS AND MAJOR SHAREHOLDERS INTEREST None of the Directors and/or major shareholders of Sasbadi Holdings or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 7

8 11. DIRECTORS STATEMENT The Board of Directors of Sasbadi Holdings is of the opinion that the Proposed Acquisition is in the best interest of the Sasbadi Holdings Group. 12. PERCENTAGE RATIO APPLICABLE TO THE TRANSACTIONS PURSUANT TO PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD ( BURSA SECURITIES ) The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 2.47%. 13. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SPAs and the Valuation Report are available for inspection at the registered office of Sasbadi Holdings at Suite 11.1A, Level 11, Menara Weld, 76, Jalan Raja Chulan, Kuala Lumpur, during office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 9 September