Property development development of residential and commercial properties Service concession

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1 INFORMATION ON TRIplc 1. BACKGROUND INFORMATION TRIplc was incorporated in Malaysia under the Act on 23 June 1992 as a private limited company under the name of U-Wood Holdings Sdn Bhd. It was subsequently converted to a public limited company on 12 September 1992 and was listed on the Main Board of the Kuala Lumpur Stock Exchange (now known as Main Market of Bursa Securities) on 18 August U-Wood Holdings Berhad was subsequently changed to TRIplc Berhad on 12 December TRIplc is a Bumiputera company registered with the Construction Industry Development Board Grade 7 Sijil Perolehan Kerja Kerajaan. The TRIplc Group is principally engaged in property construction, property development,, property investment and provision of project management, property management and facilities management services, with the following business segments: (i) (ii) (iii) (iv) (v) (vi) Property development development of residential and commercial properties Service concession Construction Property investment letting of property and related assets Investment holding Others project management and dormant TRIplc Group first ventured into the construction industry in 2003 upon securing a contract for the construction of academic blocks and student accommodation for the Universiti Teknologi Mara ( UiTM ) Puncak Perdana campus. Subsequently, in the same year, TRIplc secured a contract for the preliminary works for the UiTM Puncak Alam Campus. These preliminary works comprised site clearing, construction of access road and relocation of the Tenaga Nasional Berhad transmission tower, and was completed in In 2005, TRIplc secured a contract for main infrastructure works of the Zone 1 Phase 1 project for UiTM Puncak Alam Campus ( Z1P-1 Project ). In 2006, TRIplc secured two (2) contracts for the construction of Z1P-1 Project for Satellite A and B respectively. Construction works for Satellite A consisted of hostels for students complete with recreational and sports facilities while construction works for Satellite B consisted of academic buildings and facilities for the Faculty of Health Science, Faculty of Pharmacy and Students Plaza. The construction works for Z1P-1 Project commenced during the year. In 2008, TRIplc completed construction works for Z1P-1 Project for Satellite A. Subsequently in 2009, TRIplc completed the construction of Z1P-1 Project for Satellite B. In 2010, TRIplc, through its wholly-owned subsidiary, TRIplc Ventures Sdn Bhd ( TVSB ), entered into a tripartite concession agreement with the Government of Malaysia, represented by the Ministry of Higher Education, and UiTM. Under the concession agreement, TVSB was granted a 23-year concession to undertake the design, development, construction, completion and maintenance of specified facilities and infrastructure for the Zone 1 Phase 2 of UiTM Puncak Alam Campus ( Z1P-2 Project ). The specified facilities and infrastructure include three (3) faculties (Faculty of Accountancy, Faculty of Business Management and Faculty of Hotel Management and Tourism), hostel accommodation, fellow accommodation, multipurpose hall, maintenance centre, prayer hall, library, student centre, cafeteria and health centre. The detailed design, development and construction works for Z1P-2 Project commenced in In 2011, TRIplc secured a contract for renovation works for 13 laboratories at Z1P-1 Project. In the same year, TRIplc was reclassified from property to construction on the Main Board of Bursa Securities. 1

2 In 2014, TVSB completed the construction works for Z1P-2 Project, then through TRIplc FMS Sdn Bhd, commenced with the undertaking of the facilities management services. In, TRIplc, through its wholly-owned subsidiary, TRIplc Medical Sdn Bhd ( TMSB ), entered into a tripartite concession agreement with the Government of Malaysia, represented by the Ministry of Higher Education, and UiTM. Under this concession agreement, TMSB was granted a 25-year concession to undertake the development and maintenance of UiTM s Teaching Hospital and Medical Academic Centre in Puncak Alam Campus. The 25-year concession period comprises three (3) years for construction and 22 years for asset management services. The salient terms of the concessions will be disclosed in the explanatory statement/circular to shareholders. 2. SHARE CAPITAL The authorised share capital and the issued and paid-up share capital of TRIplc as at the LPD are as follows: Authorised No. of shares Par value Total Ordinary shares 200,000, ,000,000 RM RM Issued and fully paid-up Ordinary shares 67,770, ,770, BOARD OF DIRECTORS The Directors of TRIplc as at the LPD are as follows: Name of Director Dato Hj Abdul Halim Bin Hj Said Dato Yusof Bin Badawi Ar Mohd Khalid Bin Mohammed Yusuf Jumsi Bin Batri Haji Ibrahim Bin Topaiwah Shamshiah Binti Abu Bakar Designation Independent Non-Executive Chairman Managing Director Chief Operating Officer Senior Independent Non-Executive Director Independent Non-Executive Director Finance Director [The rest of this page is intentionally left blank.] 2

3 4. SUBSIDIARY AND ASSOCIATED COMPANY The details of subsidiaries, which are all incorporated in Malaysia, are as follows: Name of company Effective interest Principal activities Suasa Integrasi (M) Sdn. Bhd. 100% Property development Insa Alliance Sdn. Bhd. 100% Property development and provision of project management services Usahasewa Sdn. Bhd. 100% Property development Tirai Gemilang Sdn. Bhd. 100% Property development Layar Kekal (M) Sdn. Bhd. 100% Property development Samasys Sdn. Bhd. 100% Property development Zuriat Watan Sdn. Bhd. 100% Property development Central Challenger (M) Sdn. Bhd. 100% Property development, provision of project management services and property management TRIplc Resources Sdn. Bhd. 100% Property construction and related activities Prinsip Barisan (M) Sdn. Bhd. 100% Property investment TRIplc FMS Sdn. Bhd. 100% Provision of facilities management services TRIplc Industries Sdn. Bhd. 100% Property construction and related activities TRIplc Medical Sdn. Bhd. 100% Concession relates to design, development, construction, completion and asset management services activities TRIplc Ventures Sdn. Bhd. 100% Property construction and related activities TRIplc does not have any associated company as at the LPD. 5. SUMMARY FINANCIAL INFORMATION A summary of the key financial information of TRIplc based on its audited consolidated financial statements for the past 3 FYE 31 May 2014, FYE 31 May 2015, FYE 31 May and the unaudited 3-month financial period ended ( FPE ) 31 August is as follows: Audited Restated Audited Unaudited FYE 31 May 2014 *FYE 31 May 2015 FYE 31 May 3-month FPE 31 August RM 000 RM 000 RM 000 RM 000 Revenue 108,394 50,234 50,503 10,865 Profit before tax ( PBT ) 36,151 15,022 27,881 2,853 Profit after tax ( PAT ) 23,379 7,130 23,978 1,582 Shareholders funds/na 134, , , ,336 Paid-up share capital 64,280 64,967 66,349 67,735 NA per share (RM) Total borrowings 276, , , ,974 Gearing ratio (times) * Extracted from the audited consolidated financial statements for the FYE 31 May. 3

4 Commentaries FYE 31 May 2014 For the FYE 31 May 2014, the TRIplc Group recorded lower revenue of RM million as compared to RM million in the preceding financial year, representing a decrease of 35.77%. This in turn has caused the TRIplc Group s PAT to reduce to RM23.38 million in FYE 31 May 2014, being a decline of 31.60% from the preceding financial year of RM34.18 million. The reduction in revenue is due to the decline in income from construction works following completion of the construction of Z1P-2 Project in April The decrease in the TRIplc Group s PAT is due to the lower revenue as well as higher administrative and other expenses. FYE 31 May 2015 (Restated) TRIplc Group recorded a lower revenue of RM50.23 million for the FYE 31 May 2015 as compared to RM million in the preceding financial year, representing a decrease of 53.66%. Accordingly, the TRIplc Group s PAT declined substantially by approximately RM16.25 million or 69.50% to RM7.13 million for the FYE 31 May 2015 from RM23.38 million for the FYE 31 May The decline in revenue and PAT is due to the completion of the construction of Z1P-2 Project in the FYE 31 May FYE 31 May For the FYE 31 May, the TRIplc Group recorded a marginal increase in revenue of RM0.27 million to RM50.50 million from RM50.23 million for the FYE 31 May However, the PAT recorded an increase of approximately RM16.85 million or % from RM7.13 million to RM23.98 million. The revenue is derived mainly from the service concession segment and property construction segment. The property construction segment recorded revenue of RM6.29 million compared to nil in the previous year due to the finalisation of contract claims in relation to variation order of Z1P-1 Project (which was completed in 2009) which is offset by the service concession segment recorded a decrease in revenue of RM5.98 million from RM49.85 million in FYE 31 May 2015 to RM43.88 million in FYE 31 May due to an adjustment arising from fair value calculation of Z1P-2 Project. The increase in the TRIplc Group s PAT is mainly due to reversal of the contract cost amounting to RM17.88 million as a result of the finalisation of the variation order of the Z1P-1 Project as mentioned above. This was further offset by an increase in administrative expenses of RM3.55 million which was mainly contributed by retrenchment expenses of RM2.0 million. FPE 31 August For the financial period under review, the TRIplc Group recorded revenue of RM10.86 million as compared to RM16.62 million reported in the preceding year corresponding quarter under review, representing a decrease of 34.66%. This decrease was due to the variation order of RM4.80 million recognised in the preceding year corresponding quarter from finalisation of the contract sum from Z1P-1 Project. Hence, the TRIplc Group recorded a lower PBT of RM2.85 million in the current quarter as compared to PBT of RM5.80 million in the preceding year corresponding quarter. [The rest of this page is intentionally left blank.] 4

5 6. LIST OF TRIPLC GROUP PROPERTIES Property identification / No. location 1. PT Nos and HS(D) to Mukim of Sungai Buloh, District of Petaling, Selangor Darul Ehsan with premises address: No. 6 and 8, Jalan Apollo CH U5/CH, Bandar Pinggiran Subang, Seksyen U5, Shah Alam, Selangor land area Description and (acres) existing use adjoining units of 3- storey shop office. The 2 units of 3-storey shop offices have a combined gross floor area of 10,180 square feet and are currently used as the head office of TRIplc. Tenure Leasehold 99 years expiring on age of building Encumbrances 17 years Charged to Hong Leong Bank Berhad. Audited net book value as at 31 May Fair market value Date of 1,079 2,140 1 November Method of Cost approach 2. Part of PN 16618, Lot 10965, Mukim of Bukit Raja, District of Petaling, Selangor Darul Ehsan with premises address: Lot 10965, Jalan Pulau Angsa U10/14, Taman Puncak Perdana, Section U10, Shah Alam, Selangor Development of residential units (medium cost apartments) Taman Puncak Perdana (Phase 2) Discussions on the development plans are ongoing. Leasehold 99 years expiring on Private Caveat entered on the land by Malayan Banking Berhad. Registrar s Caveat. 1,493 7,000 1 November Income approach 3. 7 titles included in: HSD Nos to , and PT Nos to 2108, 2118 and 2119 Mukim of Bukit Raja, District of Petaling, Selangor Darul Ehsan vacant detached house lots located within Perdana Heights Leasehold 99 years expiring on Save for the titles HSD and HSD , all the other titles are charged to United Overseas Bank (Malaysia) Berhad ,770 1 November Comparison approach 5

6 No. Property identification / location 46 titles included in: PN Nos to 81603, to 81617, to 81646, to and Lot Nos to 57583, to 57597, to 57626, to and Mukim of Bukit Raja, District of Petaling, Selangor Darul Ehsan land area (acres) Description and existing use Tenure Leasehold 99 years expiring on age of building Encumbrances Audited net book value as at 31 May Fair market value Date of Method of All the lands are located within Perdana Heights, Taman Puncak Perdana, in Section U10, Shah Alam, Selangor 4. State alienated development land formerly part of Bukit Cherakah Forest Reserve located within Taman Puncak Perdana, Section U10, Shah Alam, in the Mukim of Bukit Raja, District of Petaling (1) Vacant and proposed site for the residential development Taman Puncak Perdana Currently, there are no intended plans for development. Leasehold - Nil 15,902 42, years (1) November Comparison approach 6

7 Property identification / No. location sub-divided plots of vacant land with individual titles: (i) Lot Nos to 27548, to 27555, to 27566, to 27590, to 27718, to 27841, to 27851, to 27861, to 27984, to 28046, to 28063, to 28097, to 28112, to 28174, to 28186, to 28228, to 28325, 28339, to 28371, to 28383, 28385, to 28404, to 28429, to 28445, to 28451, to 28470, 28473, to Seksyen 20, Bandar Serendah, District of Ulu Selangor, Selangor Darul Ehsan; and land area Description and (acres) existing use sub-divided building plots which are vacant and is the proposed site for mixed development of residential and commercial to be known as Desa Cempaka. Currently, there are no intended plans for development Tenure Leasehold 99 years expiring on (except for Lot (formerly known as PT1833) which is expiring on and PT Nos. 103, 115 and 117 expiring ) age of building Encumbrances - Out of the 909 titles, 849 titles are charged to Hong Leong Investment Bank Berhad, 57 titles are with lienholder s caveat and 3 titles are with private caveat. Audited net book value as at 31 May Fair market value Date of 37, ,900 1 November Method of Comparison approach 7

8 No. Property identification / location (ii) PT Nos. 1489, 1490, 2360 Mukim of Serendah, District of Ulu Selangor, Selangor Darul Ehsan, land area (acres) Description and existing use Tenure age of building Encumbrances Audited net book value as at 31 May Fair market value Date of Method of together with public facilities and amenities areas; and (iii) PT Nos. 103, 115 and 117 Mukim of Serendah, District of Ulu Selangor, Selangor Darul Ehsan (2) 3 parcels of vacant agricultural land with residential development potential. Currently, there are no intended plans for development. 6. PN 10340, Lot No. 267 Mukim of Serting Ulu, District of Jempol with premises address: No. PT 1152, Batu 36, Jalan Pahang, Batu Kikir, Negeri Sembilan Industrial land with factory building of approximate 7.22 acres. The factory building is currently rented out with rental income of RM40,000 (excluding goods and services tax) per month. The remaining industrial land area of approximately acres is vacant with no intended plans for development. Leasehold 99 years expiring on years Nil 9,256 24,640 1 November Cost approach 8

9 Property identification / No. location 7. Lots PT 2774 and PT 2775, Pekan Baru Sungai Buloh, District of Petaling, Selangor Darul Ehsan with premises address: No. 20 and 22, Jalan Uranus AH U5/AH, Subang Impian, Section U5, Shah Alam, Selangor land area Description and (acres) existing use units 3-storey shop office. The 2 units of 3- storey shop offices have a combined gross floor area of 10,566 square feet and are currently unoccupied. Tenure Leasehold 99 years expiring on age of building Audited net book value as at 31 May Fair market value Date of Encumbrances 1 year Nil 2,272 2,520 1 November Method of Cost approach Notes: (1) The relevant land titles are pending issuance from the authority. Accordingly the document title is to be issued under a 99-year leasehold tenure. (2) Zuriat Watan Sdn Bhd is beneficial owner of this 3 parcels of lands and is currently in the process of having the titles registered under its name. 8. COMPLETED AND CURRENT PROJECTS UNDERTAKEN BY THE TRIPLC GROUP A list of recent major completed projects of the TRIplc Group is set out below: Project name Description Owner/ Concession Grantor Tenure Value Z1P-1 Project Renovation of 13 laboratories Government of Malaysia and UiTM From October 2011 to July 2012 RM7.88 million 9

10 A list of on-going projects of the TRIplc Group as at the LPD is set out below: Project name Description Owner/ Concession Grantor Tenure Value Z1P-2 Project Concession to undertake the design, development, construction, completion and maintenance of specified facilities and infrastructure of three (3) faculties, hostel accommodation, fellow accommodation, multipurpose hall, maintenance centre, prayer hall, library, student centre, cafeteria and health centre Government of Malaysia and UiTM 23 years concession period comprising 3 years for construction and 20 years for facilities management services Construction works commenced in April 2011 and were completed in April years commencing from April 2014 upon completion of the construction works and is expected to be completed in April 2034 Development cost of RM266.5 million Zone 1 Phase 3 project of UiTM Puncak Alam Campus Concession to undertake the planning, design, development, construction, landscaping, equipping, installation, completion, testing and commissioning of 400-bed teaching hospital, academic facilities and accommodation Government of Malaysia and UiTM 25 years concession period comprising 3 years for construction and 22 years for asset management services. Development cost of RM599.0 million [The rest of this page is intentionally left blank.] 10

11 I SALIENT TERMS OF THE IRA 1. PROPOSED SHARE EXCHANGE Subject to the terms and condition of the IRA, PEB will undertake share exchange of all existing TRIplc Shares with PEB Shares to be sanctioned and effected by an order of the High Court in Malaya pursuant to section 176 of the Companies Act, CONDITIONS PRECEDENT (a) The Proposed Share Exchange shall be conditional upon the fulfillment by TRIplc and/or PEB, as the case may be, of the following conditions precedent: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) approval of Bursa Securities being obtained for the Proposed Transfer of Listing; admission of PEB to the Official List of Bursa Securities; listing of and quotation for all the issued and paid-up PEB Shares upon the completion of the Proposals on the Main Market of Bursa Securities; approval of TRIplc Shareholders at the court convened meeting and extra-ordinary general meeting to be convened by TRIplc for the Proposed Share Exchange, Proposed Disposal and Proposed Transfer of Listing; sanction of High Court in respect of the Proposed Share Exchange; consent from the lenders, or any other parties as may be required pursuant to the relevant facilities documents being obtained for the Proposed Share Exchange, as the case may be; approval, sanction and/or consent of any other relevant authorities or parties, if required for the Proposed Share Exchange, Proposed Disposal and Proposed Transfer of Listing; and documentary evidence to be provided by PEB or PNHB (as the case may be) on the fulfillment of all the conditions precedent of the SSA, save for the completion of the Proposed Share Exchange, in the form and substance satisfactory to TRIplc; the delivery of the letter of undertaking to be issued by PEB and each of its directors (in his personal capacity) addressed to TRIplc to undertake to perform and take all necessary actions to ensure that all matters or proposals contained in or subsisting in the Proposed Internal Reorganization and/or resolutions passed by the shareholders of TRIplc at the CCM and EGM to be convened by TRIplc for the Proposals, in the form and substance acceptable to TRIplc; and the delivery of the disclosure letter from TRIplc to PEB fairly disclosing information constituting exception to the TRIplc s warranties, representations and undertakings within 30 days from the date of the IRA, in the form and substance acceptable to both TRIplc and PEB. (b) (c) The Proposed Share Exchange shall become unconditional on the date on which the last of the conditions precedent is fulfilled. If a condition precedent has not been, as applicable, fulfilled or waived by mutual agreement between the parties by, or on, 9 months from the date of the IRA, or such other date as may be mutually agreed between the parties, either party may, by giving 7 business days notice in writing, terminate the IRA whereupon neither party shall have any claim whatsoever against the other in connection (directly or indirectly) with the IRA and the matters contemplated therein, save in respect of any antecedent breach or breach of any clause which is expressly stated in the Proposed Share Exchange to survive such termination. 11

12 I SALIENT TERMS OF THE IRA (Cont d) (d) If prior to the date of approval, the approving authority shall grant a conditional approval and an affected party does not agree to an approval condition, the affected party may appeal against any or all of the approval conditions by lodging an appeal to the approving authority within 14 calendar days from its receipt of approval condition. In the event that the approving authority refuses to modify to the satisfaction of the affected party and/or to withdraw any of the approval conditions which is the subject of the appeal, the affected party shall be entitled to either reject (in which case the approval shall be deemed not to have been obtained) or accept (in which case the approval shall be deemed to have been obtained) such conditions imposed provided a rejection must be notified in writing to the other party within 14 days from the receipt by the affected party of the outcome of the appeal, failing which it shall be deemed that the approval condition has been accepted by the affected party. [The rest of this page is intentionally left blank.] 12

13 II SALIENT TERMS OF THE SSA 1. SALE AND PURCHASE OF THE SALE SHARES Subject to the terms and conditions of the SSA, PEB, as the legal and beneficial owner of all the TRIplc Shares in issue and fully paid-up representing the entire issued and paid-up share capital of TRIplc as at the Completion Date (defined in Paragraph 4 below) ( Sale Shares ), upon the completion of the Proposed Share Exchange, will sell and transfer and procure the sale and transfer of, and PNHB will purchase, the Sale Shares free from all encumbrances together with all rights, benefits, title to, interest in and entitlements. 2. CONSIDERATION (a) The Disposal Consideration shall be satisfied entirely in cash, via telegraphic transfer to PEB s bank account, in the manner set out below: (i) (ii) upon execution of the SSA, PNHB will pay the deposit of RM21,000,000.00, being 10% of the Disposal Consideration ( Deposit ) to PEB. The Deposit will constitute part payment of the Disposal Consideration upon completion of the SSA. In consideration of PEB providing or procuring the provision of information on the TRIplc Group to the PNHB, PNHB has agreed that a portion of the Deposit will be non-refundable ( Said Sum ) provided that the Said Sum will be an amount not exceeding RM3,500, to be mutually agreed by both PEB and PNHB in writing. Failing such agreement, the Said Sum will be RM3,500,000.00; and on the Completion Date, PNHB will pay RM189,000,000.00, being the balance disposal consideration ( Balance Disposal Consideration ). (b) The parties agree that: (i) (ii) the Disposal Consideration will be subject to adjustment in the event that TRIplc declares or pays any dividend or distribution to its shareholders from the date of the SSA to the Completion Date, in which case the Disposal Consideration will be adjusted on a Ringgit for Ringgit basis; and/or PNHB may, at its sole discretion, where it has not exercised its right to terminate the SSA pursuant to Paragraph 5(c)(i)(F), request for an adjustment in the Disposal Consideration if any contract or agreement entered into by a company within the TRIplc Group with a value above RM8,500, is for whatsoever reason terminated or becomes void or an event has occurred which, with the giving of notice or passage of time, constitutes a default by any party resulting in the termination of such contract or agreement. The Disposal Consideration will be adjusted by the value accorded to such contract or agreement by the independent valuer appointed by PNHB and TRIplc in the conducted by the independent valuer on the TRIplc Group. 3. CONDITIONS PRECEDENT Completion of the SSA is conditional upon the satisfaction of each of the following conditions precedent ( Conditions Precedent ) within 9 months from the date of the SSA or such other later date as may be mutually agreed in writing by the parties: 13

14 II SALIENT TERMS OF THE SSA (Cont d) Conditions Precedent to be satisfied by PEB: (a) The approval of the shareholders of TRIplc being obtained in: (i) (ii) an EGM for the Proposed Internal Reorganisation and disposal of the Sale Shares upon completion of the Proposed Share Exchange; and a CCM for the Proposed Internal Reorganisation; (b) (c) (d) (e) The approval of the shareholders of PEB for the Proposed Internal Reorganisation and disposal of the Sale Shares upon completion of the Proposed Share Exchange being obtained; The order of the High Court of Malaya sanctioning the Proposed Internal Reorganisation being obtained; Any approvals/consents from government authority(ies) as may be required for the disposal of the Sale Shares and/or any disclosure of information under the concession businesses of the TRIplc Group, or for any purpose incidental to it; and Any other approval/consent being obtained from the banks, financiers and creditors of TRIplc, government authorities and/or third parties for the disposal of the Sale Shares. Conditions Precedent to be satisfied by PNHB: (a) (b) (c) The approval of the shareholders of PNHB being obtained in an EGM to be convened for the acquisition of the Sale Shares from PEB; PNHB being satisfied with the results of the due diligence review conducted on the TRIplc Group within 2 months from receipt of the last of the documents/information requested by PNHB and/or its solicitors and which decision will be communicated within 7 business days from the expiry of the said 2 months failing which it will be deemed that PNHB is satisfied with the results of the due diligence review of the TRIplc Group; and Approval of the SC being obtained for the significant change in the business direction of PNHB arising from the acquisition of the Sale Shares. The date on which the last of the Conditions Precedent under the SSA is fulfilled or waived in accordance with the SSA shall be referred to as Unconditional Date. Joint Condition Precedent: (a) The disclosure letter (in the approved terms by the parties) from PEB to PNHB within thirty (30) days from the date of the SSA or such other longer period of time as may be mutually agreed in writing by the parties. 4. COMPLETION Subject to all the Conditions Precedent becoming unconditional and the Proposed Share Exchange having been completed, completion of the SSA will take place prior to the completion of the Proposed Transfer of Listing Status to Pimpinan Ehsan on any day falling after the Unconditional Date but no later than the 10 th business day after the entitlement date for the Proposed Share Exchange or such other date as the parties may otherwise agree in writing ( Completion Date ). 14

15 II SALIENT TERMS OF THE SSA (Cont d) 5. TERMINATION (a) If, at any time prior to the completion of the SSA and provided that PNHB is not in material breach of any of its obligations under the SSA: (i) PEB commits any continuing or material breach of any of its obligations under the SSA which: (A) (B) is incapable of remedy; or if capable of remedy, is not remedied to the satisfaction of PNHB within 14 days from being given notice to do so; (ii) (iii) any of the companies within the TRIplc Group ceases or threaten to cease or carry on the whole or any substantial part of its respective business (except for the purposes of a bona fide reconstruction or amalgamation which would not result or cause any failure or inability to duly perform or fulfil any obligation under the SSA); or any of PEB s warranties is found at any time to be materially untrue or inconsistent, PNHB will be entitled to elect to claim for specific performance against PEB of its obligations under the SSA or terminate the SSA by written notice to PEB and the Deposit (less the Said Sum) and all other monies paid under the SSA will be refunded to PNHB. (b) If, at any time prior to the completion of the SSA and provided that PEB is not in material breach of any of its obligations under the SSA, PNHB fails to pay the Balance Disposal Consideration according to the SSA or commits any continuing or material breach of any of its obligations under the SSA which: (i) (ii) is incapable of remedy; or if capable of remedy, is not remedied to the satisfaction of PEB within 14 days from being given notice to do so, PEB will be entitled to elect to claim for specific performance against PNHB of its obligations under the SSA or terminate the SSA by written notice to PNHB and the Deposit will be forfeited and all other monies paid under the SSA will be refunded to PNHB. (c) PNHB will be entitled to serve a written notice to PEB on or before the Completion Date to terminate the SSA with immediate effect, if any of the following circumstances has occurred on or before the Completion Date: (i) TRIplc or any of its subsidiaries: (A) (B) (C) is or becomes, or is declared or found to be insolvent; or is (or is deemed to be) unable to or admits inability to pay its debts as they fall due which may have a material adverse effect; or save and except for the purpose of completing the Proposed Internal Reorganisation, proposes or enters into any composition or other arrangement for the benefit of its creditors generally or proceedings are commenced in relation to TRIplc or any of its subsidiaries under any law, regulation or procedure relating to reconstruction or adjustment of debts; or 15

16 II SALIENT TERMS OF THE SSA (Cont d) (D) (E) (F) (G) has a petition or application for the winding up or dissolution presented against TRIplc or any of its subsidiaries and served on the relevant company or an order has been made or resolution passed for the winding up or dissolution of TRIplc or any of its subsidiaries; or a judicial manager or receiver or receiver and manager or a similar officer is appointed over, or distress, attachment or execution is levied or enforced upon, any part of the assets or undertaking of TRIplc or any of its subsidiaries; or any contract or agreement entered into by a company within the TRIplc Group with a value above RM8,500, is terminated as a result of default of the company within the TRIplc Group or becomes void or an event has occurred which, with the giving of notice or passage of time, constitutes a default by the company within the TRIplc Group resulting in the termination of such contract or agreement; or ceases or threatens to cease or carry on the whole or any substantial part of its respective business (except for the purposes of a bona fide reconstruction or amalgamation which would not result or cause any failure or inability to duly perform or fulfil any obligation under the SSA); or (ii) (iii) any material change to, suspension, limitation, withdrawal or the revocation of the material licences of TRIplc or any of its subsidiaries; or there is a material adverse event. [The rest of this page is intentionally left blank.] 16