ISKANDAR WATERFRONT CITY BERHAD (FORMERLY KNOWN AS TEBRAU TEGUH BERHAD) ( IWCity OR COMPANY )

Transcription

1 ISKANDAR WATERFRONT CITY BERHAD (FORMERLY KNOWN AS TEBRAU TEGUH BERHAD) ( IWCity OR COMPANY ) PROPOSED ACQUISITION BY BAYOU MANAGEMENT SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF IWCITY ( BAYOU OR THE PURCHASER ) OF LAND MEASURING 67.5 ACRES COMPRISING 3 ADJOINING PARCELS OF FREEHOLD LAND WITHIN MUKIM OF PULAI, DISTRICT OF JOHOR BAHRU, JOHOR, FROM BAHAGIA WANGSA SDN BHD ( BWSB OR THE VENDOR ), FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM156 MILLION ( PROPOSED LAND ACQUISITION ) 1. INTRODUCTION On behalf of the Board of Directors of IWCity ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) wishes to announce that its wholly-owned subsidiary Bayou Management Sdn Bhd ( Bayou or Purchaser ) has on 22 April 2015 entered into a conditional sale and purchase agreement ( SPA ) with Bahagia Wangsa Sdn Bhd ( BWSB or Vendor ) for the acquisition of 67.5 acres comprising 3 adjoining parcels of freehold land within Mukim of Pulai, District of Johor Bahru, Johor ( Subject Property ) for a purchase consideration of approximately RM156 million (RM53 per square feet) ( Proposed Land Acquisition ). 2. THE PROPOSED LAND ACQUISITION 2.1 Details of the Proposed Land Acquisition The Proposed Land Acquisition was undertaken pursuant to a successful bid submitted by Bayou under a tender process conducted by WTW Real Estate Sdn Bhd ( WTW ) on behalf of the Vendor in March Pursuant to the SPA, the Proposed Land Acquisition involves the acquisition by Bayou of the Subject Property from BWSB for a total cash consideration of RM155,936, ( Purchase Price ). In consideration of the deposit of RM15,593, ( Deposit ) paid by Bayou to BWSB s solicitors as stakeholders (including the RM1,794, earlier paid to BWSB prior to the signing of the SPA) by way of deposit and part payment, BWSB agrees to sell and Bayou agrees to purchase the Subject Property on an as-iswhere-is basis with legal possession subject to any and all unauthorised encroachment and/or squatters on the Subject Property free from encumbrances, subject to the existing category of land use and all express and implied conditions, all restrictions-in-interest affecting the Subject Property and upon the terms and conditions contained in the SPA. The Vendor has at its own cost and expense applied for and obtained from the relevant authorities the approved layout plan, development order (kebenaran merancang) and the Serahbalik Kurniasemula Stage 2 ( SBKS ) approvals for the development of the Subject Property into a housing project and has paid all premiums as per the individual titles plans.

2 Further to the above payments, the Purchaser shall pay the balance purchase price of RM140,342, ( Balance Purchase Price ) within three (3) months from the Unconditional Date (as defined herein) ( Payment Deadline ). If the Purchaser or the Purchaser s financier is unable to pay the Balance Purchase Price for any reason, the Payment Deadline shall be automatically extended (without the requirement for notice) to a further period of one (1) month ( the Extended Period ) after the last day of the Payment Deadline provided that the Purchaser pays to the Vendor interest on any unpaid portion of the Balance Purchase Price at the rate of eight per cent (8%) per annum calculated on a daily basis from the first day of the Extended Period until the date of the full payment of the Balance Purchase Price if it is due to the Purchaser s fault. The interest due, if any, shall be paid at the same time as the payment of the Balance Purchase Price and the Vendor shall deliver legal possession following the full payment of the same. 2.2 Details of the Subject Property The subject property comprises three (3) contiguous parcels of prime development land adjoining to the eastern boundary of The Seed at Taman Sutera Utama, about 15 kilometres due north-west of the Johor Bahru city centre. It is located at the northwestern fringe of Iskandar Malaysia s Flagship A: Johor Bahru City and the northeastern fringe of Flagship B: Nusajaya development. The Subject Property is accessible from the Johor Bahru city centre via Jalan Tun Abdul Razak continuing onto Jalan Skudai before turning west onto Jalan Sutera Danga, south onto Persisiran Sutera Danga before turning east at the junction of SJK(C) Kuo Kuang (2) onto an unnamed metalled road and finally crossing the neighbouring lot, i.e. Lot 704 to arrive at the southern portion of the Subject Property. The Subject Property is situated within the development region of Iskandar Malaysia ( IM ). IM is a strategic and important special economic zone located at the southernmost tip of Peninsular Malaysia and mainland Asia. The immediate vicinity of the Subject Property is generally undergoing rapid development. To the west along the border of Lot 2734 is the ongoing development known as The Seed, an exclusive strata development which offers 1,230 units of low-rise and medium-rise apartments and town villas, while to the south across a newly completed metalled road is an ongoing development by the National Housing Department known as Projek Perumahan Rakyat (Peoples Housing Programme). To the east across Sungai Skudai is an established mixed housing scheme known as Taman Tampoi Indah while to the immediate north are vacant lands earmarked for development. The Subject Property has been granted by Pejabat Pengarah Tanah Dan Galian Johor with the SBKS Approval for housing development. The SBKS Approval had been approved for transfer to BWSB on 27 July 2011.

3 Further details of the Subject Property are as follows: - Title No. GRN , Lot 2680 GRN 81455, Lot 2476 GRN 82840, Lot 2734 Land Area (acres) Net Book Value^ RM31,840,677 Express Mukim, District, State Category of Land Use (as per title for the Land) Existing Usage Tenure Registered Owner Restriction in Interest Encumbrances Note: (i) Tanah ini ditanam dengan tanaman Kelapa Sawit. (ii) Pemilik tanah sepanjang masa mengambil langkah-langkah menurut perintah yang dikehendaki oleh Pentadbir Tanah menjaga tanah ini daripada hakisan. (i) Tanah ini ditanam dengan tanaman Kelapa. (ii) Pemilik tanah sepanjang masa mengambil langkah-langkah menurut perintah yang dikehendaki oleh Pentadbir Tanah menjaga tanah ini daripada hakisan. Mukim Pulai, District of Johor Bahru, Johor Darul Takzim Currently being planted with old oil palm trees Freehold Bahagia Wangsa Sdn Bhd Nil Nil (i) Tanah ini ditanam dengan tanaman Kelapa Sawit. (ii) Pemilik tanah sepanjang masa mengambil langkah-langkah menurut perintah yang dikehendaki oleh Pentadbir Tanah menjaga tanah ini daripada hakisan. ^ Based on the latest audited financial statements of BWSB as at 31 December As highlighted in Section 2.1, Vendor had obtained approvals for the development of housing project whereby the transfer of SBKS Approval to Bayou forms a condition precedent to the SPA. 2.3 Salient terms of the SPA Conditions precedent (i) The completion of the SPA is subject to and conditional upon the following conditions precedent: (a) (b) the Vendor, at its own costs and expense, applying for and obtaining the SBKS ( SBKS Approval ), to be transferred to the Purchaser; and the Purchaser, at its own costs and expense, obtaining the Mandatory Shareholders Approval (as defined herein).

4 (ii) (iii) (iv) The Vendor shall, within one (1) month from the date of the SPA, submit the application for the transfer of the SBKS Approval to the Purchaser provided that the Purchaser has provided such particulars as may be required by Pejabat Pengarah Tanah Dan Galian Johor. In the event the Vendor is unable to obtain the transfer of the SBKS Approval for whatsoever reason by the Pejabat Pengarah Tanah Dan Galian Johor within three (3) months from the date of the SPA ( Approval Period ), then unless the parties agree in writing to mutually extend the Approval Period, the SPA shall terminate upon the expiry of the Approval Period and the Vendor s Solicitors shall release the Deposit free of interest to the Purchaser within seven (7) business days therefrom. In the event the transfer of the SBKS Approval referred to in Section 2.3.1(i)(a) of this announcement shall be granted upon terms and/or conditions any one or more of which shall adversely affect any of the parties hereto, then the affected party ("the Affected Party") shall be entitled either: (a) (b) to terminate the SPA within fourteen (14) business days from date of receipt of notice of such adverse terms and/or conditions by giving the other party hereto notice in writing of its desire to terminate the SPA whereby the SPA shall cease to have any further effect and the Vendor s Solicitors shall within seven (7) business days from the date of the Affected Party s notice in writing, release the Deposit free of interest to the Purchaser and neither party hereto shall have any claim against the other save for antecedent breach; or to appeal or request the other party hereto to render any assistance to appeal against any of such adverse terms or conditions ( the Appeal ) within fourteen (14) business days from the date of receipt of those terms and conditions, but in such event the Approval Period shall be deemed to have been mutually extended by the parties hereto for a further period of six (6) weeks from the expiry of the Approval Period. (v) If the Appeal made by the Affected Party shall not be allowed or if only partially allowed then the Affected Party shall have the option to elect either: (a) to accept the terms and conditions imposed by the Pejabat Pengarah Tanah Dan Galian Johor, in which case the Affected Party shall notify the other party hereto of its decision in writing to so accept such terms or conditions within fourteen (14) business days from the date of receipt of the decision by the Pejabat Pengarah Tanah Dan Galian Johor in respect of the Appeal; or

5 (b) to reject the same, in which case the Affected Party shall also notify the other party hereto of its decision in writing within fourteen (14) business days to so reject the terms or conditions imposed by the Pejabat Pengarah Tanah Dan Galian Johor, whereupon the Vendor s Solicitors shall within seven (7) business days from the date of the Affected Party s notice in writing, release the Deposit free of interest to the Purchaser and thereafter the SPA shall terminate and shall cease to have any further effect and neither party hereto shall claim against the other save for antecedent breach. (vi) (vii) The Vendor hereby acknowledges that the Purchaser is a subsidiary of a public limited company whose shares are listed on the Kuala Lumpur Stock Exchange (Bursa Malaysia) and shall require the approval of the shareholders of the said public limited company via a general meeting for the purchase of the Subject Property ( the Mandatory Shareholder s Approval ). The sale and purchase contemplated shall further be subjected to the Purchaser obtaining the Mandatory Shareholder s Approval for the purchase of the Subject Property within a period of three (3) months from the date of the SPA or such further extension of time as may be mutually agreed by the parties hereto (such consent for extension shall not be unreasonably be withheld). Subject to the approval for the transfer of the SBKS and the Mandatory Shareholder s Approval being first had and obtained by the Vendor, the SPA shall become unconditional in its entirety upon the date on which the condition precedent referred to in Section 2.3.1(i) and 2.3.(vi) of this announcement shall be fulfilled whichever is the later ( Unconditional Date ) Purchaser s default If: (1) the Purchaser defaults in the payment of the Balance Purchase Price or interest or other sums due under the SPA in accordance with the provisions hereof and such default has not been remedied within fourteen (14) calendar days from the date of a written notice from the Vendor requiring the same to be remedied; or (2) there is any wilful breach by the Purchaser of any of its material representations, warranties, covenants, undertakings or obligations under the SPA adversely affecting the Vendor and which is: (a) (b) not capable of remedy; or capable of remedy but is not remedied within fourteen (14) calendar days from the date of a written notice from the Vendor requiring the same to be remedied; the Vendor shall be entitled to terminate the SPA by giving written notice to the Purchaser subject to the terms and conditions provided in the SPA Vendor s default If there is any wilful default by the Vendor to complete the sale of the Subject Property or if there is any material breach by the Vendor of any of its representations, warranties, covenants, undertakings or obligations under this Agreement adversely affecting the Purchaser and which is: (a) not capable of remedy; or

6 (b) capable of remedy but is not remedied within fourteen (14) calendar days from the date of a written notice from the Purchaser requiring the same to be remedied; the Purchaser shall be entitled to terminate the SPA by giving written notice to the Vendor subject to the terms and conditions provided in the SPA. 2.4 Basis of arriving at the purchase consideration The Purchase Price of RM155,936, for the Subject Property was arrived at based on the bid submitted by Bayou following a tender process conducted by WTW on behalf of the Vendor in March The indicative open market value of the Subject Property is RM155,940,000 as at 16 April 2015, based on the appraisal by KGV International Property Consultants (Johor) Sdn Bhd ( Valuers ), an independent firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia appointed by Bayou. The valuation of the Subject Property was carried out taking into consideration the comparison method and residual method. The Purchase Price of RM155,936, represents a discount of RM3, or approximately 0.002% from the indicative valuation of RM155,940,000 accorded by the Valuers. 2.5 Liabilities to be assumed Save in connection with any potential bank borrowings that may arise from funding the Purchase Price, there are no other liabilities, including contingent liabilities and guarantees to be assumed by Bayou or IWCity pursuant to the Proposed Land Acquisition. 2.6 Background information on the Vendor BWSB was incorporated in Malaysia on 8 August 1995 under the Companies Act, 1965 as a private limited company. The Vendor is principally involved in property holding and property development. As at 2 January 2015, the authorised share capital of the Vendor is RM25,000,000 comprising 25,000,000 ordinary shares of RM1.00 each of which 15,000,000 ordinary shares of RM1.00 each have been issued and fully paid-up. 2.7 Source of funding The purchase consideration of RM155,936, is expected to be funded via bank borrowings and/or internally generated funds. The final breakdown will only be determined after all necessary approvals for the Proposed Land Acquisition have been obtained. 2.8 Additional Financial Commitment There is no material additional financial commitment expected to be incurred by IWCity in relation to Proposed Land Acquisition. 3. RATIONALE AND BENEFITS OF THE PROPOSED LAND ACQUISITION The Proposed Land Acquisition is in line with IWCity and its subsidiaries ( Group or IWCity Group ) growth strategy in accumulating new suitable land to be included in the Company s landbank in order to sustain its core business as a property developer as well as enhance future earnings and revenue. The Proposed Land Acquisition will complement nearby parcels of land being developed by IWCity s sister company, Danga Bay Sdn Bhd, known as Danga Heights.

7 The Group is proposing the development of a mixed development on the Subject Property comprising residential units, Rumah Mampu Milik Johor and shop houses with an indicative gross development cost of approximately RM480 million and a gross development value ( GDV ) of RM629 million ( Proposed Development ). As the Proposed Development is still at an early stage of planning, at this juncture there is no confirmed detailed information on the Proposed Development (other than the above). The Proposed Development is expected to be financed by internally generated funds and bank borrowings. The Proposed Development is expected to contribute positively to the Group s future revenue stream and profitability. 4. RISK FACTORS 4.1 Non-completion of the Proposed Land Acquisition In the event the Conditions Precedent are not met or waived (where applicable), the Proposed Land Acquisition will not be completed. The non-completion will result in IWCity s failure to acquire the Subject Property, which will result in the failure of the Group to achieve the objectives and benefits of the Proposed Land Acquisition, as disclosed in Section 3 of this announcement, including undertaking the Proposed Development. Nevertheless, the Company shall ensure that every effort is made to obtain all the necessary approvals for the Proposed Land Acquisition and satisfaction of the Conditions Precedent. The Company is confident that, as the Proposed Land Acquisition is undertaken in the ordinary course of business of the Company, as well as in the best interests of the Company, the shareholders of the Company will approve of the Proposed Land Acquisition at the extraordinary general meeting of IWCity ( EGM ) be convened in due course. 4.2 Failure or delay in the approval from relevant authorities and/or parties The Proposed Land Acquisition is conditional upon the approvals to be received from the relevant authorities and the shareholders of IWCity at an EGM to be convened. In the event that any of the approvals are not obtained within the prescribed period, the parties may either mutually extend the stipulated period or, terminate the SPA. 4.3 Development risks The Proposed Development is subject to certain risks inherent to property development, such as oversupply of the properties to be developed on the Subject Property, changes in demand for types of residential and commercial properties, labour and material supply shortages, deterioration in prevailing market conditions and fluctuations in prices of building materials and costs of labour. Nevertheless, the Group continues to keep abreast with the latest developments in the property development market and will leverage on its track record as well as experienced, capable and dedicated management team in place, to manage these risks closely. The timely development and launch of properties on the Subject Property will be dependent on external factors that may be beyond the control of the Group, such as obtaining timely approvals from the relevant regulatory authorities, possible tight supply of labour as well as the timely and satisfactory performance of contractors appointed to construct the developments. However, the Board and management of the Group will seek to limit these risks through, inter-alia, careful planning and proactive and close monitoring of the progress of development of the Subject Property and endeavour to come up with solutions in order to ensure timely completion of the Proposed Development.

8 4.4 Interest rate risk IWCity Group intends to finance the Proposed Land Acquisition via internallygenerated funds and bank borrowings. As such, in the event any borrowing is taken to finance the Proposed Land Acquisition, fluctuation in interest rates could affect the interest charges incurred on the borrowings and hence affect the Group s profitability. Interest rate exposure arises from the Group s borrowings and deposits. Fluctuations in interest rates may also affect the demand for properties under the Company s Proposed Development plans, as higher interest rates may lead to an increase in the prices of the properties for prospective buyers. This may adversely affect the demand and ultimately, the success of the Company s Proposed Development plans. In mitigating these risks, the Group actively reviews its debt portfolio taking into account the level and nature of borrowings and strives to achieve a cost effective capital structure. Depending on market conditions, the Group will also review its pricing strategy to ensure that the Group s properties are competitively priced. 4.5 Economic and political considerations The Group s future growth and profitability depends largely on the economic and political conditions in Malaysia. Factors that could adversely affect the successful development of the Subject Property include, but are not limited to, changes in interest rates, inflation, economic growth, taxation, accounting policies, changes in laws and regulations, government policies and political stability. Any adverse changes in these conditions, such as a prolonged economic downturn, could have a negative effect on the property development industry, which the Group operates in. While the Group practices prudent financial risk management and efficient operating procedures, there is no assurance that adverse economic and political developments, which are beyond the control of the Group, will not materially and adversely affect the Group. 5. INDUSTRY OVERVIEW AND PROSPECTS 5.1 Outlook of the Malaysian and global economy The Malaysian economy expanded strongly by 5.8% during the fourth quarter of 2014 (Q3 2014: 5.6%). For the whole of 2014, growth was 6% (2013: 4.7%), achieving the upper bound target of 5.5% - 6%. Growth was supported by domestic demand, in particular private consumption and investment. On a quarter-on-quarter seasonallyadjusted basis, the economy grew 2% (Q3 2014: 0.9%). On the supply side, all sectors registered a positive growth, except for the agriculture sector which contracted due to lower palm oil production. In tandem with higher private consumption, the services sector increased strongly by 6.4% (Q3 2014: 6.2%) led by the wholesale and retail, finance and insurance as well as communication subsectors. Meanwhile, the manufacturing sector grew 5.2% (Q3 2014: 5.4%) supported by strong output of E&E. The construction sector grew steadily by 8.7% (Q3 2014: 9.6%) driven by higher activities in the non-residential subsector despite negative growth in the civil engineering subsector. The mining sector recorded a strong growth of 9.6% (Q3 2014: 1.4%) on account of higher production of crude oil and condensates. The agriculture sector declined 2.8% (Q3 2014: 4%) on account of lower crude palm oil production following the unprecedented floods that mainly hit the east coast states of Peninsular Malaysia.

9 Global growth is expected to expand at a moderate pace amid a challenging environment. Developing economies are projected to expand aided partly by soft oil prices, a stronger US economy and continued low global interest rates. Advanced economies are expected to grow moderately as the US and UK gain momentum. The downside risks to the outlook include weak domestic demand and deflationary pressures in several major economies, uncertainty over monetary policy stance in advanced economies as well as the impact of declining oil prices on commodity exporters. The Malaysian economy is expected to remain on a steady growth path in 2015, driven by higher domestic activity. Growth in private consumption is expected to be buoyed by stable employment and higher disposable income following a half-month bonus for civil servants, cash assistance under Bantuan Rakyat 1Malaysia (BR1M) and schooling assistance. In addition, lower energy costs will boost consumer spending. Meanwhile, private investment is envisaged to register a steady growth mainly in the manufacturing and services sectors. On the supply side, domestic activity is expected to be driven by a resilient construction sector and strong services activity. Meanwhile, the gradual improvement in the external environment will boost manufacturing exports in the second half of (Source: Malaysian Economy Fourth Quarter 2014, Ministry of Finance Malaysia) 5.2 Outlook of the Johor Property Market The state s property market strengthened in H as indicated by the positive growths in market activity and the improved residential overhand, backed by the stability of the property prices and the rental market. However, a cautionary note on the slow absorption of primary market, which could entail the inflow of units into the unsold not constructed and under construction categories. There were 28,420 transactions recorded with a total value of RM16.73 billion. The number of transactions increased by 13.7% against H Similarly, the value recorded double-digit gains of 54.4%. Residential sub-sector was the leading subsector, dominating 65.8% of the total volume. Agriculture sub-sector was the second in league with an 18.4% market share, followed by commercial (9.1%), development land (4.7%) and industrial (1.9%) sub-sectors. Prices of residential property showed positive movements across the districts with isolated downward movements in selected areas. In Johor Bahru, areas which are hotspots for local and foreign buyers as well as those located within the vicinity of shopping complex, good accessibility and limited supply gained capital appreciations. The upward trend was evident from the increase in All House Price Index by 4.6% to points in Q The average house All House Price stood at RM214,052 (Q2 2013: RM204,696). The residential overhang improved in H The numbers decreased from 3,643 units (H2 2013) to 3,036 units (H1 2014) worth RM million, down by 10.4% in volume. However, the overhang value increased by a mere 1.8%. (Source: Extracted from Jabatan Penilaian dan Perkhidmatan Harta - Property Market Report First Half 2014, Johor State)

10 5.3 Prospect of the Subject Property The subject property comprises three (3) contiguous parcels of prime development land adjoining to the eastern boundary of The Seed at Taman Sutera Utama, about 15 kilometres due north-west of the Johor Bahru city centre. It is located at the northwestern fringe of Iskandar Malaysia s Flagship A: Johor Bahru City and the northeastern fringe of Flagship B: Nusajaya development. The Subject Property complements the nearby parcels of land being developed by IWCity s sister company, Danga Bay Sdn Bhd, known as Danga Heights. IWCity envisages that the Subject Property would enhance the prospects of the Group, following the completion of the Proposed Land Acquisition and upon commencement of the Proposed Development. 6. EFFECTS OF THE PROPOSED LAND ACQUISITION 6.1 Share Capital and Substantial Shareholders Shareholding The Proposed Land Acquisition will not have any effect on the issued and paid-up share capital of IWCity as well as IWCity s substantial shareholders shareholdings, as the Purchase Price is to be satisfied wholly by cash and will not involve the issuance of any new shares in IWCity. 6.2 Earnings and Earnings per Share ( EPS ) The Proposed Land Acquisition is not expected to have any material effect on the earnings of the Group for the financial year ending 31 December 2015 but is expected to contribute positively to the Group s future earnings and earnings per share following the Proposed Development being undertaken. 6.3 Net assets ( NA ) and Gearing The Proposed Land Acquisition is expected to be completed by fourth (4 th ) quarter of 2015 but would not have any effect on the consolidated NA of the Group for the financial year ending 31 December However, the Proposed Land Acquisition is expected to enhance the consolidated NA of the Group and NA per share of IWCity in the future in view of the potential future profit contribution arising from the Proposed Development of the Subject Property. As the Purchase Price is to be satisfied by internally generated funds and bank borrowings and the exact manner in which the Purchase Price will be satisfied has not been finalised at this juncture, the effect of the Proposed Land Acquisition on the gearing cannot be ascertained at this juncture. 7. PERCENTAGE RATIOS The highest percentage ratio applicable for the Proposed Land Acquisition, pursuant to paragraph 10.02(g) of Chapter 10 of the Main Market Listing Requirements of Bursa Securities is 28.7%, based on the latest audited financial statements of IWCity for the financial year ended 31 December 2013.

11 8. APPROVALS REQUIRED The Proposed Land Acquisition is conditional upon approvals being obtained from the following: - (i) (ii) (iii) the shareholders of IWCity at an EGM to be convened; the relevant state authority for the SBKS Approval; and any other relevant authorities / parties, if required. The application(s) to the relevant authority(ies) in respect of the Proposed Land Acquisition shall be submitted within two (2) months from the date of this announcement. 9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders of IWCity and / or persons connected to them, has any interest, direct or indirect, in the Proposed Land Acquisition. 10. DIRECTORS RECOMMENDATION After having taken into consideration all aspects of the Proposed Land Acquisition, the Board is of the opinion that the Proposed Land Acquisition is in the best interest of the Group. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Land Acquisition is expected to be completed by the fourth (4 th ) quarter of ADVISER AmInvestment Bank has been appointed by IWCity as the Main Adviser for the Proposed Land Acquisition. 13. DOCUMENTS FOR INSPECTION The SPA and indicative valuation letter by the Valuers will be made available for inspection by the shareholders of IWCity during normal office hours on Mondays to Fridays (except for public holidays) at the registered office of IWCity at Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, Johor Bahru, Johor for a period of three (3) months from the date of this announcement. The valuation report by Valuers expected to be ready by early-may 2015 and will be made available for inspection. An announcement will be made upon submission of the valuation report to Bursa Securities and on the availability of the valuation report for inspection. This announcement is dated 22 April 2015.