IOI PROPERTIES GROUP BERHAD ( IOIPG OR THE COMPANY )

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1 IOI PROPERTIES GROUP BERHAD ( IOIPG OR THE COMPANY ) LAND TENDER BY WEALTHY LINK PTE LTD ( WEALTHY LINK ), A WHOLLY-OWNED SUBSIDIARY OF IOIPG, OF A PARCEL OF LEASEHOLD LAND AT CENTRAL BOULEVARD IN THE REPUBLIC OF SINGAPORE MEASURING APPROXIMATELY 10, SQUARE METRES (1.09 HECTARES) FOR A TENDER CONSIDERATION OF SGD2,568,686,688 (APPROXIMATELY RM7.77 BILLION) FROM THE URBAN REDEVELOPMENT AUTHORITY, ACTING AS AGENT FOR AND ON BEHALF OF THE GOVERNMENT OF THE REPUBLIC OF SINGAPORE ( LAND TENDER ) (Unless otherwise stated, the exchange rate of Singapore Dollar ( SGD ) 1.00 : Ringgit Malaysia ( RM ) , being the middle rate prevailing at 5.00 p.m. on 8 November 2016, being the latest practicable date prior to this announcement, as published by Bank Negara Malaysia, has been applied in this announcement for illustration purposes, where applicable.) 1. INTRODUCTION We refer to the Company s announcement dated 9 November 2016 in relation to the Land Tender. On behalf of the Board of Directors of IOIPG ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) wishes to announce that Wealthy Link has on 11 November 2016 successfully tendered for a parcel of leasehold land at Central Boulevard in the Republic of Singapore ( Singapore ) measuring approximately 10, square metres (1.09 hectares) ( Land ) for a tender consideration of SGD2,568,686,688 (approximately RM7.77 billion) ( Tender Consideration ) from the Urban Redevelopment Authority ( URA ), acting as agent for and on behalf of the Government of Singapore. For information purposes, the URA is Singapore s land use planning and conservation authority governed by the Government of Singapore. 2. DETAILS OF THE LAND TENDER 2.1 Information on the Land The Land is located within the Marina Bay area, which is Singapore s premier financial and business district, and is prominently located opposite Lau Pa Sat (also known as Telok Ayer Market). Its close proximity to prestigious commercial developments such as One Raffles Quay and Marina Bay Financial Centre makes it a much sought-after site for a prime office development. The future development on the Land will be linked directly to the surrounding developments at One Raffles Quay and Marina Bay Financial Centre as well as office clusters at Raffles Place and Shenton Way via an extensive network of at-grade, underground and second (2 nd ) storey pedestrian links. It is also seamlessly connected to the adjacent Downtown Mass Rapid Transit ( MRT ) Station, nearby Raffles Place MRT Station and the future Shenton Way MRT Station, offering easy access to the rail network. Further details of the Land are set out below:- Parcel no. : TS T Location : Central Boulevard Site area : 10, square metres (1.09 hectares) Maximum permissible gross floor area ( GFA ) : 141,294 square metres 1

2 Allowable development Maximum building height : White site development with at least 100,000 square metres of the maximum permissible GFA for office use. Retail uses such as shops, restaurants and outdoor refreshment areas will be capped at 5,000 square metres. The remaining GFA can be for additional office, commercial school, hotel, serviced apartments and/or residential uses : 245 metres above mean sea level Lease period : 99 years Project completion period : 84 months Gross plot ratio : 13.0 Encumbrances : Nil Details of the proposed development to be undertaken on the Land has yet to be finalised at this juncture as the development plans are still at a preliminary stage. Accordingly, further details such as, inter-alia, gross development value and gross development cost have yet to be ascertained at this juncture. As part of the conditions of the Land Tender, Wealthy Link shall construct and obtain a temporary occupation permit(s) for the whole of the development to be undertaken on the Land within the project completion period of 84 months computed from the date of acceptance of the Land Tender by the URA. The location of the Land is shown in the map below:- (Source: Land Sales, URA) 2

3 2.2 Basis and justification of arriving at the Tender Consideration The Tender Consideration for the Land was arrived at after taking into consideration the location of the Land, the permissible development plans intended for the Land as well as the minimum bid price set by the URA. The Tender Consideration amounts to approximately SGD1,689 per square foot ( psf ) (computed based on maximum permissible GFA for the Land). In this respect, the Company had taken note of the recently transacted Qatar Investment Authority s (QIA) purchase of the 99-year leasehold Asia Square Tower 1 for SGD3.4 billion from BlackRock in June 2016, which translates into about SGD2,700 psf. Asia Square Tower 1 is located adjacent to the Land (as depicted within the map under Section 2.1 of this announcement). Pursuant to the requirement of Paragraph 10.04(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), an independent registered valuer will be appointed by the Company to prepare an independent valuation report on the Land ( Valuation Report ) for the purpose of submission to Bursa Securities. Strictly for information purposes, recent office building transactions in the surrounding of Marina Bay and Central Business District ( CBD ) of Singapore are as follows:- (a) acquisition by MYP Ltd in June 2016 for a 999-year leasehold, 28-storey Straits Trading Building on Battery Road for SGD560 million or SGD3,520 psf; (b) acquisition by CapitaLand Commercial Trust in May 2016 of the remaining 60% stake it does not own in the 40-storey Capita-Green office tower in Market Street, amounting to SGD393 million or SGD2,276 psf; and (c) two (2) significant strata office deals were also transacted in the second (2 nd ) quarter of 2016, namely the sale of the entire 13 th floor of 6 Raffles Quay for SGD28 million (SGD2,764 psf) and the sale of the 13 th floor of Tong Building on Orchard Road for SGD25.5 million (SGD3,713 psf). 2.3 Mode of settlement of the Tender Consideration The Tender Consideration shall be settled in the following manner:- (i) (ii) (iii) SGD133,000,000 (approximately RM0.40 billion) ( Tender Deposit ), representing approximately 5% of the Tender Consideration, was deposited with the URA upon submission of the Land Tender on 8 November 2016; SGD642,171,672 (approximately RM1.94 billion), representing 25% of the Tender Consideration (included in which is the Tender Deposit), and the applicable goods and services tax ( GST ) to be paid to the Commissioner of Lands, Singapore Land Authority within 28 days after the acceptance of the Land Tender by the URA; and SGD1,926,515,016 (approximately RM5.83 billion), representing 75% of the Tender Consideration, and the applicable GST to be paid to the Commissioner of Lands, Singapore Land Authority within 90 days after the acceptance of the Land Tender by the URA. If Wealthy Link shall for whatever reason fail to observe or perform or shall fail to ensure the due observance or performance of any of the conditions of Tender, URA shall be entitled to and may:- (a) forfeit the Tender Deposit and all other moneys including any part of the Tender Consideration paid which shall thereupon belong to the URA; and 3

4 (b) redispose of, and where possession of the Land has been delivered to Wealthy Link, re-enter upon and resume possession and also redispose of the Land as if Wealthy Link has never submitted the Land Tender and whether by public auction, private treaty or tender subject to such conditions and generally in such manner as the URA may in its discretion think fit with power to vary or rescind any contract, buy in any auction and/or to redispose of the same and the deficiency in the proceeds (if any) arising on such redisposal or attempted redisposal shall be made good and paid for by Wealthy Link to the URA and shall be recoverable by the URA against Wealthy Link as damages but any increase of proceeds on a redisposal shall belong to the URA absolutely. 2.4 Source of funding The Tender Consideration will be fully satisfied in cash and funded via bank borrowings and/or internally generated funds, the breakdown of which has yet to be finalised at this juncture. 2.5 Signing of building agreement ( BA ) Upon receipt by the URA of the full payment of the Tender Consideration together with the applicable GST and other related costs in respect of, amongst others, cadastral survey, provision of an electrical substation in Marina Bay, preparation of plans in respect of the Land and stamp duties on the lease of the Land, the BA shall be signed between Wealthy Link and the Collector of Land Revenue on behalf of the President of Singapore for the grant of a lease in relation to the Land for a term of 99 years. The proposed development to be undertaken on the Land shall be made in accordance with the terms and conditions within the BA as well as the conditions of the Land Tender. 2.6 Liabilities to be assumed Save for any potential borrowings to be procured to fund the Tender Consideration, there are no other liabilities, contingent liabilities or guarantees to be assumed by the Company pursuant to the Land Tender. 2.7 Additional financial commitment Save for the development cost to be incurred in the future in relation to the proposed development to be undertaken on the Land, there are no other material additional financial commitment which is expected to be incurred by the Company in relation to the Land Tender. The actual development costs to be incurred by IOIPG and its subsidiaries ( IOIPG Group or Group ) will depend on, amongst others, time span of the development projects, the type of development to be undertaken, financing cost as well as cost of raw materials, construction cost and other miscellaneous cost. 3. RATIONALE FOR THE LAND TENDER IOIPG views the Land Tender as an opportunity for the Group to venture into prime office tower development with complementary mixed-use development located in the CBD of Singapore with close proximity to prestigious commercial developments such as One Raffles Quay and Marina Bay Financial Centre. The proposed development to be undertaken on the Land is expected to be attractive to major financial institutions and multinational corporations, which is envisaged to further complement the Group s existing developments in Singapore, as well as an attractive addition to the Group s investment properties portfolio. 4

5 The Land Tender also augurs well for the growth of the IOIPG Group as the proposed development on the Land is expected to contribute positively to the future revenue stream and profitability of the Group. 4. RISK FACTORS IN RELATION TO THE LAND TENDER 4.1 Business risk in relation to the property development industry in Singapore The Land Tender is subject to risks inherent in Singapore s property development industry of which the Group is already involved in. Such risks may include, amongst others, adverse changes in real estate market prices, changes in demand for types of residential, commercial and industrial properties, competition from other property developers, changes in economic, social and political conditions, delay in completion of property development projects against the scheduled completion, performance of third party sub-contractors, labour and material supply shortages, fluctuations in the prices of building materials and costs of labour charges, increase in real property gains tax and GST as well as changes in property tax assessments and other statutory charges. Any changes in such conditions may affect the business operations and financial performance of the Group. Notwithstanding this, the Group is familiar with Singapore s property market through its existing property development projects in Singapore, namely Seascape and Cape Royale at Sentosa Cove, Cityscape at Farrer Park, The Trilinq at Jalan Lempeng as well as South Beach at Beach Road. As such, the risk associated with the Land Tender will be addressed as part of the Group s ordinary course of business. 4.2 Acquisition risk Although the proposed development to be undertaken on the Land is expected to contribute positively to the earnings of the Group in the ensuing financial years, there is no guarantee that the anticipated benefits from the Land Tender will be realised or that the Group will be able to generate sufficient returns from the proposed development on the Land to offset the associated cost of investment. As such, there is no assurance that the proposed development on the Land will enable the Group to improve its financial performance and the duration required for the Group to recoup its investment could be longer than anticipated. Nevertheless, the Board has exercised due care in considering the potential risks and benefits associated with the Land Tender and the Board is optimistic on the Land Tender after taking into consideration, amongst others, the development potential and prospects of the Land. 4.3 Interest rate risk The Group intends to finance the Tender Consideration via bank borrowings and/or internally generated funds. The Group could potentially be exposed to fluctuations in interest rates on such borrowings obtained, leading to higher borrowing costs which may adversely affect the Group s business operations and financial performance as well as its ability to service future loan repayment obligations. Further, fluctuations in interest rates may also affect the demand for properties to be developed on the Land as higher interest rates may lead to an increase in prices of the properties for prospective buyers. This may thus affect the demand for properties and the success of the Group s plan in undertaking the development on the Land. 5

6 Nevertheless, the Group shall continuously monitor and review its debt portfolio, which includes taking into consideration its gearing level, interest costs as well as cash flows in achieving an overall optimal capital structure. The Company may in the future consider to undertake an equity fund raising exercise to refinance the Group s bank borrowings so as to better manage its interest exposure and gearing level. Depending on market conditions, the Group will also review its pricing strategy to ensure that its properties are competitively priced. 4.4 Economic condition The successful development of the Land depends largely on the economic condition in Singapore. Factors that could affect the successful development of the Land 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 changes in these conditions, such as a prolonged economic downturn, could have an impact on the Singapore property development industry. Whilst the Group practices prudent financial risk management and efficient operating procedures, there is no assurance that any changes in economic developments, which are beyond the control of the Group, will not affect the Group. 5. PROSPECTS OF THE LAND TENDER The Land is situated in a prime and strategic location in Marina Bay, Singapore which is an international business and financial hub. Marina Bay is a vibrant destination with a good mix of commercial, residential and entertainment uses. It has been established as a major business and financial precinct to complement the existing CBD of Singapore and is home to many major local and international companies as well as financial institutions. The Land is strategically located with a prominent frontage along Central Boulevard and Raffles Quay-Shenton Way, two (2) key roads within Marina Bay and the CBD of Singapore. The future development on the Land will offer excellent views for tenants with the Marina Bay waterfront to the north-east, green open space to the south-east, and across the CBD of Singapore to the west. The future development on the Land will be linked directly to the surrounding developments at One Raffles Quay and Marina Bay Financial Centre as well as office clusters at Raffles Place and Shenton Way via an extensive network of pedestrian links and also seamlessly connected to the adjacent Downtown MRT Station, nearby Raffles Place MRT Station and the future Shenton Way MRT Station, offering easy access to the rail network. In view of the strategic location of the Land, the Group is optimistic on the prospects of the proposed development to be undertaken on the Land, which is envisaged to be attractive to major financial institutions and multinational corporations. 6. EFFECTS OF THE LAND TENDER 6.1 Share capital and substantial shareholders shareholdings The Land Tender is not expected to have any effect on the share capital and substantial shareholders shareholdings of IOIPG as no new ordinary shares in the Company will be issued pursuant thereto. 6

7 6.2 Earnings and earnings per share ( EPS ) The Land Tender is not expected to have any material effect on the earnings and EPS of the Group for the financial year ending 30 June Nevertheless, the Land Tender is expected to contribute positively to the future earnings and EPS of the Group for the ensuing financial years arising from the earnings contribution from the proposed development to be undertaken on the Land. 6.3 Net assets ( NA ) and gearing The Land Tender is expected to be completed by the first (1 st ) quarter of calendar year 2017 and is not expected to have any material effect on the NA of the Group for the financial year ending 30 June However, the Land Tender is expected to enhance the NA and NA per share of the Group in the future in view of the potential future profit contribution arising from the proposed development to be undertaken on the Land. As the Tender Consideration is to be satisfied by bank borrowings and/or internally generated funds and the exact manner in which the Tender Consideration will be satisfied has yet to be finalised at this juncture, the effect of the Land Tender on the Group s gearing will be dependent on the final combination of bank borrowings and/or internally generated funds which will only be determined at a later stage. 7. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Land Tender as per Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 48.93%, calculated based on the Tender Consideration as compared to the Company s latest audited consolidated NA as at 30 June APPROVALS REQUIRED The Land Tender is subject to the following approvals being obtained:- (i) (ii) ratification from the Company s shareholders at an extraordinary general meeting ( EGM ) to be convened ( Proposed Ratification ); and any other relevant parties/authorities, if required. For information purposes, AmInvestment Bank had, on behalf of the Board, submitted a waiver application to Bursa Securities from having to obtain shareholders approval prior to the completion of the Land Tender, which was approved by Bursa Securities on 2 November 2016 subject to, inter-alia, IOIPG must procure shareholders ratification within six (6) months from URA s acceptance of the Land Tender. The Waiver Application was submitted after taking into consideration, amongst others, the conditions of tender set out by the URA whereby tenderers are required to submit firm and unconditional offers for the Land. Tenders that are subject to further confirmation from the tenderers, such as shareholders approval, will be deemed as conditional and will not be considered. Accordingly, the Group is required to comply with the condition of the tender as stated above whereby the tender must be unconditional at the point of submission. 9. POLICIES ON THE FOREIGN INVESTMENTS AND REPATRIATION OF PROFITS OF SINGAPORE There are restrictions against foreign ownership of some residential properties in Singapore. However, these restrictions do not apply to foreign persons acquiring land by way of tender conducted by the URA, including the present acquisition of the Land. 7

8 Singapore has no significant exchange controls restrictions. Funds, including profits and dividends may be repatriated freely from a Singapore incorporated company. Under the Companies Act (Chapter 50) of Singapore, dividends may be paid out of profits available for distribution of a Singapore incorporated company and there are no restrictions on payment of dividends by a Singapore incorporated company to its foreign shareholder. 10. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors, major shareholders and/or persons connected with them has any interest, either direct or indirect, in the Land Tender. 11. DIRECTORS STATEMENT The Board, after having considered all aspects of the Land Tender, is of the opinion that the Land Tender is in the best interest of the Company. There were no dissenting Directors in respect of the Land Tender. 12. ADVISER AmInvestment Bank has been appointed as the Principal Adviser for the Proposed Ratification. 13. APPLICATION TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the draft circular in relation to Proposed Ratification is expected to be submitted to Bursa Securities within two (2) months from the date of this announcement. 14. EXPECTED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Land Tender is expected to be completed by the first (1 st ) quarter of calendar year The EGM for the Proposed Ratification is expected to be convened before the second (2 nd ) quarter of calendar year DOCUMENTS AVAILABLE FOR INSPECTION A copy of the letter of acceptance in respect of the Land Tender may be inspected at the registered office of the Company at Two IOI Square, IOI Resort, Putrajaya, Malaysia during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. The Valuation Report will be prepared by an independent registered valuer in due course 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 11 November

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