SKB SHUTTERS CORPORATION BERHAD ( SKBSC OR THE COMPANY )

Transcription

1 SKB SHUTTERS CORPORATION BERHAD ( SKBSC OR THE COMPANY ) PROPOSED ACQUISITION OF LAND BY SKB SHUTTERS MANUFACTURING SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY, FROM PERBADANAN KEMAJUAN NEGERI SELANGOR 1. INTRODUCTION The Board of Directors of SKBSC (the Board ) is pleased to announce that SKB Shutters Manufacturing Sdn Bhd (31982W) ( SKBSM or the Purchaser ), a wholly-owned subsidiary of SKBSC, had on 19 January 2016 entered into a conditional sale and purchase agreement ( SPA ) with Perbadanan Kemajuan Negeri Selangor ( PKNS or the Vendor ), to acquire all that piece of ninety-nine (99) years leasehold industrial land (which will be expiring on 18 October 2106) measuring 48,637 square meter held under HS(D) , No. PT 9925, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor and bearing postal address No. 22, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor Darul Ehsan (the Property ) for a total purchase consideration of Ringgit Malaysia Fifty Four Million Nine Hundred Five Thousand And Two Hundred (RM54,905,200.00) only ( Purchase Consideration ) ( Proposed Acquisition ). 2. INFORMATION ON SKB SHUTTERS MANUFACTURING SDN. BHD. SKBSM was incorporated in Malaysia on 17 March 1977 as a private limited company with its registered office at 2 nd Floor, Wisma Penang Garden, 42, Jalan Sultan Ahmad Shah, George Town, Pulau Pinang and principal place of business at Lot 22, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor. As at 31 December 2015 (being the latest practicable date ( LPD )), the current authorized share capital of SKBSM is RM5,000, comprising 5,000,000 ordinary shares of RM1.00 each of which 2,000,000 ordinary shares are issued and fully paid-up. The principal activity of SKBSM is manufacturing and sale of roller shutters, racking systems, storage systems and related steel products. SKBSC and its subsidiary companies ( SKBSC Group or Group ) have since 2004 carry on their business operations on the factory, offices and such buildings that have been erected on the said Property. The existing Directors of SKBSM as at the LPD are Sin Kheng Lee, Chou Lee Sin(f), Sin Ching San and Dato Moehamad Izat bin Achmad Habechi Emir. 3. INFORMATION ON PERBADANAN KEMAJUAN NEGERI SELANGOR ( PKNS ) (THE VENDOR) PKNS was a statutory body incorporated under the Selangor State Development Corporation Enactment, 1964 on 1 August 1964 and having its head office at 2 nd 9 th Floor, Menara HPAIC, Laman Seri Business Park, No. 7, Persiaran Sukan, Seksyen 13, Shah Alam, Selangor. Authorized share capital is not relevant to PKNS. The principal activity of PKNS is to promote residential, industrial and commercial development of areas in the Selangor designated for this purpose. The Vendor is the sole registered proprietor of all that piece of ninety nine (99) years leasehold industrial land (which will be expiring on 18 October 2106) held under HS(D) , No. PT Page 1 of 10

2 9925, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor and bearing postal address No. 22, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor. 4. INFORMATION ON THE SAID PROPERTY The Property is a piece of ninety-nine (99) years leasehold industrial land (which will be expiring on 18 October 2106) measuring 48,637 square meter held under HS(D) , No. PT 9925, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor and bearing postal address No. 22, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor Darul Ehsan. Factory, offices and such buildings ( the Building ) have been erected on the Property by the Purchaser/lessee in April The Property is presently free from all caveats, prohibitory orders, prior claims and encumbrances. The Final and Permanent Certificate of Fitness For Occupation of the Building has been issued by the relevant authorities. There are restrictions in interest endorsed on the Document of Title of the Property stating that Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri. By a Lease Agreement dated 7 February 2002 entered into between the Vendor and the Purchaser duly registered with the relevant land authority on 24 November 2009 vide Registration No /2009, the Vendor has agreed to lease the Property to the Purchaser and the Purchaser has agreed to take a lease of the Property for a period of thirty (30) years commencing on the 20 July 2001 and expiring on the 19 July 2031 (hereinafter referred to as the Lease ) upon the terms and conditions therein contained. The Purchaser is the registered Lessee of the Property. The Lease will remain in full force up and until the Original Issue Document of Title to the said Property duly registered in favour of the Purchaser. The Purchaser is obtaining a financing (hereinafter referred to as "the Financing") from a bank or financial institution (hereinafter referred to as "the Financier") to part finance the purchase of the Property. The Vendor has agreed to sell and the Purchaser has agreed to purchase the Property with legal possession free from all caveats, prohibitory orders, prior claims and encumbrances at the Purchase Consideration and upon the terms and conditions contained in SPA. The net book value of the Property as per audited financial statements for the year ended 30 June 2015 is Ringgit Malaysia Five Million Four Hundred And Twenty Eight Thousand One Hundred And Forty Nine (RM5,428,149.00). 5. DETAILS OF THE PROPOSED ACQUISITION AND SALIENT TERMS OF THE SPA 5.1 Basis of arriving at the Purchase Consideration In consideration of the sum of Ringgit Malaysia Ten Million Nine Hundred Eighty One Thousand And Forty (RM10,981,040.00) only paid by the Purchaser to the Vendor prior to the execution of the SPA, being the deposit (hereinafter referred to as the Deposit Sum ) which the Deposit Sum shall form part payment towards account of the Purchase Consideration of the Property (the payment whereof the Vendor hereby expressly acknowledges and confirms receipt), the Vendor hereby agrees to sell and the Purchaser hereby agree to purchase the Property with legal possession free from all caveats, prohibitory orders, prior claims and Page 2 of 10

3 encumbrances at the Purchase Consideration subject to the terms and conditions contained in the SPA and subject to the conditions and restrictions as expressed in the title to said Property. The Purchase Consideration of Ringgit Malaysia Fifty Four Million Nine Hundred Five Thousand And Two Hundred ( RM54,905,200.00) was arrived at on a willing-buyer willingseller basis but subject to all the existing conditions of the title and category of land use, expressed or implied and also in consideration of the formal valuation report which was carried out on 27 November 2015 by PPC International Sdn. Bhd. (Company No.: U), an independent firm registered with The Board of Valuers, Appraisers and Estate Agents Malaysia (BOVEA) with Registration No.: VE(1) 0004 ( PPC ). PPC has assessed the Market Value of the said Property at Ringgit Malaysia Fifty Five Million (RM55,000,000.00) which is for the unexpired term of approximately years but deferred years; i.e. commences on 20 July 2031 and expires on 18 October Comparison Approach (Comparison Method) was used in the valuation of the Property. Other method of valuation is inappropriate to the valuation due to the fact that PPC had been specifically instructed to ignore all the buildings and structures erected on the site and to value the Property as a parcel of vacant industrial land. This approach entails comparing the Property with comparable properties which have been sold or are being offered for sale and making adjustments for factors which affect value such as location and accessibility, market conditions, size, shape and terrain of land, tenurial interest and restrictions if any and other relevant characteristics. In PPC analysis of sales data available, PPC has noted the transactions of comparable properties in the locality. In addition, PPC also adopted Income Approach to determine the market value of the current unexpired remaining lease; i.e. from the date of valuation which is 27 November 2015 and expires on 19 July Description of the said Property a the postal address or identification of the real estate; No. 22, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, Petaling Jaya, Selangor Darul Ehsan. b a brief description; A piece of ninety-nine (99) years leasehold industrial land measuring 48,637 square meter held under HS(D) , No. PT 9925, Pekan Baru Sungai Buloh, Daerah Petaling, Negeri Selangor. The Property is rectangular in shape with a titular land area of approximately 48,637 square metres (523,524 square feet or acres). It is generally flat in terrain and lies about the same level as the frontage metalled road; i.e. Jalan Teknologi. The Property has a wide frontage of approximately metres (993 feet) onto the southwestern side of Jalan Teknologi whilst its north-western and south-eastern boundary, each measuring approximately metres (526 feet) and metres (527 feet) adjoins onto private lots; i.e. Lot P.T. Nos and 9926 respectively. Page 3 of 10

4 c the existing and proposed use. If currently let out or is proposed to be let out, the details of the rentals and the rental income or expected rental income per month or per annum. If the real estate to be disposed is currently used as a factory, the effect of a disposal on the operations; The Property is currently leased to SKBSM for a period of thirty (30) years which commenced on 20 July 2001 and will expire on 19 July Factory and offices have been constructed by SKBM on the Property since 2004 and used by SKBSC group of companies since then. d the approximate age of the buildings; From April 2004 to 2015 is 11 years. e the terms of the tenure; if leasehold, the Ninety-nine (99) years, which will be f g expiry date of the lease; whether any valuation was carried out on the real estate; if so, the name of the independent registered valuer, date and method of valuation and quantification of the market value; the net book value based on latest audited financial statements; and expiring on 18 October A formal valuation was carried out on 27 November 2015 by PPC. PPC has assessed the Market Value of the said Property at Ringgit Malaysia Fifty Five Million (RM55,000,000.00) for the remaining lease period of years deferred years. The net book value of the said Property as per audited financial statements for the year ended 30 June 2015 is Ringgit Malaysia Five Million Four Hundred And Twenty Eight Thousand One Hundred And Forty Nine (RM5,428,149.00). h the encumbrances, if any Based on the land search report dated 28 December 2015 conducted on the said Property, there is no encumbrances on the said Property save and except for the existing lease in favour of the Purchaser for a period of Thirty (30) years commencing on the 20 July 2001 and expiring on the 19 July Salient Terms of the SPA Conditions Precedent (a) The SPA shall be conditional upon the following conditions: (i) the receipt of written confirmation and documentary evidence by the Purchaser s Solicitors that the relevant authorities consent to transfer the Property from the Vendor to the Purchaser; (ii) the approval by the shareholders of SKBSC the holding company of the Purchaser on the acquisition of the Property; and (iii) the approval of the relevant authorities and compliance of any conditions as may be stipulated by the relevant authorities. (hereinafter collectively referred to as the Condition ) has been obtained. (b) The Vendor shall within sixty (60) days after the execution of the SPA at its own costs and expenses proceed to apply for and obtain the requisite consent to transfer the Property to the Purchaser and forward the requisite consent to transfer to the Purchaser s Solicitors within fourteen (14) working days upon the Vendor s receipt of the same from the relevant authorities. Page 4 of 10

5 (c) The Purchaser shall within seven (7) months after the execution of the SPA at its own costs and expenses proceed to obtain and/or fulfill Clause (a) (ii) and (iii) above stated. The parties hereto agree to execute all such documents and do all such acts and things to fulfill and/or comply with the Condition. (d) The parties expressly agreed that if the Condition in Clause (a) above stated cannot be fulfilled (provided that such failure is not due to the parties wilful default) within the respective stipulated period stated in Clause (b) and/or (c) above, the Vendor shall refund to the Purchaser free from interest the Deposit Sum, part payment and all other monies paid towards the Purchase Consideration within twenty one (21) working days from the date the Purchaser s Solicitors are notified of the non-fulfilment of the Condition, thereafter the SPA shall be terminated and of no further effect and neither party hereto shall have any claim against the other Settlement of the Purchase Consideration (a) The Purchaser shall pay the balance of the Purchase Consideration of the Property amounting to Ringgit Malaysia Forty Three Million Nine Hundred Twenty Four Thousand One Hundred And Sixty (RM43,924,160.00) only (hereinafter referred to as "the Balance Purchase Price") to the Purchaser s Solicitors as stakeholders within Seven (7) months from the date of the SPA (hereinafter referred to as the Completion Period ) and the Goods and Services Tax of Ringgit Malaysia Three Million Two Hundred Ninety Four Thousand Three Hundred and Twelve (RM3,294,312.00) only (hereinafter referred to as the GST ) upon the receipt by the Purchaser of the Original Tax Invoice (in the form and substance acceptable to the relevant authority) issued by the Vendor. (b) Besides the Balance Purchase Price, the Purchaser shall pay the Management Charges (Caj Pengurusan) at the rate of five per centum (5%) per annum on the Balance Purchase Price amounting to Ringgit Malaysia Forty Three Million Nine Hundred Twenty Four Thousand One Hundred And Sixty (RM43,924,160.00) only starting from 26 July 2015 being the initial payment date of the proposed acquisition until the date of the Balance Purchase Price is paid in full to the Vendor. (c) The Purchaser s Solicitors are irrevocably authorised by the parties thereto to release to the Vendor the Balance Purchase Price after the expiry of fourteen (14) days upon presentation of the Issue Document of Title, stamped Memorandum of Transfer, original relevant authorities consent to transfer and all other relevant documents to the Land Registry for registration. (d) The parties agreed that if the Purchaser has to obtain a financing to part finance the purchase of the Property, the Purchaser shall pay the difference between the Balance Purchase Price and the Financing ( hereinafter referred to as Differential Sum ) (if any) to the Purchaser s Solicitors as stakeholders and shall procure an undertaking by the Financier to deposit the Financing Sum with the Purchaser s Solicitors as stakeholders upon presentation for registration of the Memorandum of Transfer of the Property in favour of the Purchaser and Charge in favour of the Lender at the relevant Land Registry/Office Default by Purchaser The parties agreed that if the Purchaser: (a) fails to pay the Balance Purchase Price in accordance with Clause 5.2.2(a) hereof, Management Charges (if any) and payment for GST; or Page 5 of 10

6 (b) (c) (d) fails to cause to be provided to the Vendor the required undertaking from the Financier; or fails to pay any amount(s) of the outgoings under the SPA which would adversely affect the rights of the Vendor as landowner of the Property; or before payment in full of the Balance Purchase Price, commits an act of bankruptcy or enters into any composition or arrangement with his creditors or, being a company enters into liquidation, whether voluntary or otherwise. Upon the occurrence of any of the above events and the Vendor is willing, able and ready to complete the sale of the Property in accordance with the terms herein, the Purchaser shall pay to the Vendor the sum of Ringgit Malaysia Two Million Seven Hundred Forty Five Thousand Two Hundred And Sixty (RM2,745,260-00) only absolutely as agreed liquidated damages but the Vendor shall within twenty-one (21) working days of demand refund to the Purchaser free of interest all other sum paid, if any, by the Purchaser to the Vendor or on account of the Vendor pursuant to the SPA and thereafter the SPA shall be rescinded and neither party hereto shall have any claims against the other and the Vendor shall be at liberty to re-sell the Property in such manner as the Vendor shall think fit Default by Vendor The parties also agreed that if the Purchaser has paid and/or are ready, willing and able to pay the Balance Purchase Price in accordance with Clause 5.2.2(a) hereof and the Vendor fails and/or refuses and/or is unable to complete the sale of the said Property in accordance with the terms herein, the Purchaser shall be entitled to specific performance and/or other legal remedies available to it. 5.3 Liabilities to be assumed and additional financial commitment There are no liabilities to be assumed by SKBSC and SKBSM pursuant to the Proposed Acquisition. The Board does not expect to incur any additional financial commitment for the Proposed Acquisition other than the financing from financial institutions in relation to the Proposed Acquisition. 5.4 Completion of the Proposed Acquisition Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed within 7 months from the SPA s date. 6 RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition forms part of SKBSC s plan to continue operation on the existing premises and it is expected to contribute positively to the future earnings and thereby improve shareholders value over the medium to long-term. 7 PROSPECTS AND OUTLOOK OF THELAND Other than continue the existing business operation on the land, SKBSC does not have any other plan on the land. Klang Valley Industrial Property Outlook Page 6 of 10

7 As reported by National Property Information Centre ( NAPIC ), the number of industrial property transactions in Selangor dropped to 1,170 units in the first half of 2015 from 1,327 units during the same period last year. However, the total value of transaction rose from RM3, million in the first quarter last year to RM3, million in the same period this year. This indicates a drop by 11.8% in volume and rise by 3.9% in value. Preliminary statistics of NAPIC also shows that as at second quarter of year 2015, the state of Selangor accommodates the highest number of industrial property stock of about 36,249 units and another incoming supply of 3,717 units. About 2,319 units are currently under planning stages. Further it is noted that of this number of existing stock, about 75% are terrace followed by semi-detached and detached type at about 12% each. Another 2,276 of terrace, 1,180 of semidetached and 256 of detached units are expected to enter the market in the same quarter. Thus indicates huge demand for industrial activities in the state. Also, terrace factories are the most in demand followed by semi-detached and detached type of properties for the sector. (Source: Report and Valuation of the said Property dated 27 November 2015 by PPC International Sdn Bhd) Outlook of the Malaysian Economy The Malaysian economy expanded by 4.7% during the third quarter of 2015 (Q2 2015: 4.9%). Growth was supported by both domestic and export-oriented activities, despite a challenging external environment. On the supply side, all sectors posted positive growth. The services sector remained the key driver of growth, expanding by 4.4% (Q2 2015: 5%) supported mainly by wholesale and retail trade, information and communication as well as business services activities. Meanwhile, growth in the manufacturing sector further strengthened by 4.8% (Q2 2015: 4.2%), supported by higher output particularly in the electrical and electronics (E&E) subsector. The construction sector recorded a stronger growth of 9.9% (Q2 2015: 5.6%) on account of higher activity in the civil engineering and specialised construction segments. The mining and quarrying sector grew by 5.3% (Q2 2015: 6%) following a rebound in natural gas output. The agriculture sector, however, moderated to 2.4% (Q2 2015: 4.6%), following lower production of palm oil despite higher output of natural rubber. The construction sector expanded at a stronger pace of 9.9% during the third quarter of 2015 (Q2 2015: 5.6%). Growth was driven by the strong performance of civil engineering, specialised construction and non-residential activities. The specialised construction activities subsector posted a double-digit growth of 15.5% (Q2 2015: 6.3%) following the commencement of new projects in the oil and gas industry. Meanwhile, the civil engineering subsector grew significantly by 11% (Q2 2015: 0.9%) on account of ongoing petrochemical projects particularly in Johor and Sabah. The non-residential subsector also grew at a double-digit pace of 10.1% (Q2 2015: 11.6%). The residential subsector rose 5.2% (Q2 2015: 4.5%) on account of an increase in high-end projects mainly in Kuala Lumpur, Selangor and Johor. During the quarter, the total value of construction work completed increased by 10.7% year-on-year to RM25.3 billion with 9,835 projects registered (Q2 2015: 8.2%; RM27.2 billion; 10,074 projects). The highest share was contributed by the non-residential building subsector with 34.5% or RM9.9 billion, followed by the civil engineering subsector (32.4% or RM9.3 billion), and residential buildings (28.5% or RM8.2 billion). The private sector continued to dominate construction activities with a share of 65.4% during the quarter. The Malaysian economy is expected to remain on its growth trajectory in the fourth quarter of 2015, underpinned by strong macroeconomic fundamentals, pro-growth fiscal and accommodative monetary policies. This is reflected in the Leading Index, which grew by an average of 0.95% from January to August Amid the uncertainties in the external Page 7 of 10

8 environment, domestic demand will continue to be the main engine of growth supported by private sector activity. On the supply side, the manufacturing and services sectors will remain the key drivers of growth. The economy continues to operate under conditions of full employment and inflation is expected to remain manageable. Outlook of the Global Economy The global economy is expected to grow at a moderate pace, supported by the gradual recovery in advanced economies. Lower commodity prices and the continuation of the expansionary monetary policies in the euro area and Japan are projected to stimulate economic activity as well as generate consumption. However, downside risks to growth persist, particularly the possibility of a sharper-than-expected slowdown in China and the spillovers from its economic restructuring as well as further appreciation of the US dollar. (Source: Quarterly Update on the Malaysian Economy -3 rd Quarter 2015, Ministry of Finance Malaysia) 8 RISK FACTORS 8.1 Non-completion of the Proposed Acquisition In the event of default by the Purchaser pursuant to hereof and subject to the Vendor willing, able and ready to complete the sale of the said Property in accordance with the terms of the SPA, the SPA may be terminated by the Vendor, whereupon the Vendor shall be entitled to treat as forfeited the sum of Ringgit Malaysia Two Million Seven Hundred Forty Five Thousand Two Hundred And Sixty (RM2,745,260.00) only as agreed liquidated damages and shall refund to the Purchaser all other moneys paid to the Vendor or on account of the Vendor pursuant to the SPA free from interest. Thereafter, the SPA shall be null and void and of no further force or effect and neither party shall have any claim against the other in respect of the SPA. Notwithstanding this, SKBSC shall endeavour to ensure that the Proposed Acquisition is completed in accordance with the terms and conditions of the SPA. 8.2 Compulsory acquisition by the Government In the event the said Property or any part thereof shall be or become affected by any notice of acquisition or intended acquisition under the Land Acquisition Act 1960, or other legislation in Malaysia after the date of the SPA and before the Balance Purchase Price is paid to the Vendor, Vendor shall immediately by writing notify the Purchaser upon receiving notice of such intended acquisition or declaration and the Purchaser shall forthwith be entitled by notice in writing to the Vendor, elect: (i) to rescind the SPA whereupon the Vendor shall within fourteen (14) days from the date of receipt of the Purchaser's notice refund to the Purchaser free of interest all monies already paid by the Purchaser to the Vendor pursuant to the SPA and thereafter the SPA shall be terminated and shall be null and void and of no effect or force and neither party hereto shall have any further right against the other save and except for any antecedent breach of the SPA; or (ii) require the Vendor to serve notice upon such authority within fourteen (14) days from the date of receipt of the Purchaser's election of the Purchaser's interest in the said Property under the terms and conditions of the SPA and thereafter the Purchaser shall be absolutely entitled to the whole of the benefit of any arrangement made or the compensation (if any) awarded by such acquiring authority in respect of such acquisition and the Vendor shall do all acts and things and execute and sign all documents to enable the Purchaser to procure Page 8 of 10

9 such arrangement or compensation Provided Always That the Purchaser shall have paid the Balance Purchase Price in accordance with the terms in the SPA. Apart from the risks highlighted above, the Board does not foresee any material risks associated with the Proposed Acquisition. 8.3 Financial Risks SKBSC Group will fund the purchase of the Property through a combination of internally generated fund and financing from financial institutions. Any significant fluctuation in interest rate/cost of financing may increase the Group s financial exposure. The Group will take necessary efforts to mitigate the various risks as identified above. However, no assurance can be given that any change in these factors will not materially affect the Group s business operation and financial performance. 9 EFFECTS OF THE PROPOSED ACQUISITION 9.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition does not involve any issuance of new shares in the Company and therefore will not have any effect on the share capital and substantial shareholders shareholding of the Company. 9.2 Earnings and Earnings per share ( EPS ) The Proposed Acquisition is not expected to have any material effect on the earnings and EPS of the SKBSC Group for the financial year ending 30 June 2016 in view that the Proposed Acquisition is expected to be completed in the third quarter of year However, the Proposed Acquisition is expected to reduce the earnings and EPS of the SKBSC Group depending mainly on the actual financing cost and depreciation charges in relation to the Proposed Acquisition. 9.3 Net Assets ( NA ) and NA per share The Proposed Acquisition is not expected to have any material effect on the NA or NA per share of SKBSC Group as the Purchase Consideration will be satisfied wholly in cash and does not involve any issuance of new shares. 9.4 Gearing The Proposed Acquisition is not expected to have any impact on the gearing of SKBSC Group for the financial year ending 30 June However, the gearing of the SKBSC Group will be increased mainly by the additional financing from financial institutions in relation to the Proposed Acquisition upon completion as the Purchase Consideration will be funded via internally-generated funds and financing from financial institutions. 10 APPROVALS REQUIRED The Proposed Acquisition is conditional upon approvals being obtained from the following: (a) The shareholders of SKBSC at a general meeting to be convened at a date to be determined later; (b) The Vendor obtaining all the necessary approvals from the relevant authorities in respect of the transfer of the title of Property; and Page 9 of 10

10 (c) Any other relevant authority, if required. 11 PERCENTAGE RATIOS 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 72.28%, being the value of the Property, compared to the net assets of SKBSC based on the latest audited financial statements for the financial year ended 30 June DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST None of the Directors and/or substantial shareholders and/or persons connected with them has any interest, whether direct or indirect, in the Proposed Acquisition. 13 DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is fair, reasonable and in the best interest of the SKBSC Group. 14 APPLICATION TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the application to the relevant authorities in relation to the Proposed Acquisition is expected to be made within two (2) months from the date of this announcement. 15 ESTIMATED TIMEF RAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second (2 nd ) half of DOCUMENTS FOR INSPECTION The following documents are available for inspection at the Registered Office of the Company during normal office hours from Monday to Friday (except public holidays) at 2nd Floor, Wisma Penang Garden, 42 Jalan Sultan Ahmad Shah, Penang: - (a) A copy of the SPA dated 19 January 2016; and (b) A copy of the Valuation Report prepared by PPC dated 28 December 2015 This announcement is dated 19 January Page 10 of 10