Further details on the Proposed Acquisition are set out in the following sections.

Transcription

1 Submitting Merchant Bank : OSK INVESTMENT BANK BERHAD Company Name : MAGNA PRIMA BERHAD Stock Name : MAGNA Date Announced : 10/12/2009 MAGNA PRIMA BERHAD ( MPB OR THE COMPANY ) PROPOSED ACQUISITION OF A PARCEL OF FREEHOLD LAND HELD UNDER GERAN 55267, LOT 38474, MUKIM OF PETALING, DISTRICT OF KUALA LUMPUR, NEGERI WILAYAH PERSEKUTUAN ( PROPOSED ACQUISITION ) Contents: 1. INTRODUCTION We refer to the announcement dated 23 March 2009 in relation to the proposed acquisition by Twinicon (M) Sdn Bhd ( TSB ), a wholly-owned subsidiary of MPB, of all pieces of land measuring an aggregate area of approximately 10, square metres held under Geran 4628, 4629, 4630, 4631 and 4632, Lots 124, 125, 126, 127 and 128 all in Section 44, Town and District of Kuala Lumpur, Negeri Wilayah Persekutuan together with the building(s) erected thereon ( Lai Meng Property ), from Lai Meng Girls School Association ( LMGSA ) ( Proposed Lai Meng Acquisition ), where further details are set out in the said announcement. The Proposed Lai Meng Acquisition is conditional upon TSB causing the transfer of all the freehold land measuring 22,280 square metres held under Geran 55267, Lot 38474, Mukim Petaling, District Kuala Lumpur, Negeri Wilayah Persekutuan (the Property ) from the Property s proprietor in LMGSA s favour free from all encumbrances, for the purpose of relocating the existing Lai Meng Primary School and Lai Meng Kindergarten currently located at the Lai Meng Property to the Property. Pursuant thereto, on behalf of the Board of Directors of MPB ( Board ), OSK Investment Bank Berhad ( OSK ) wishes to announce that TSB (the Purchaser ) had on 10 December 2009 entered into a sale and purchase agreement ( SPA ) with Santari Sdn Bhd ( Santari or the Vendor ) for the proposed acquisition of the Property, for a cash consideration of RM10,700,000 ( Purchase Price ). Further details on the Proposed Acquisition are set out in the following sections. 2. THE PROPOSED ACQUISITION 2.1 Details of the Proposed Acquisition The Proposed Acquisition involves the acquisition of the Property by TSB for a cash consideration of RM10,700,000. Pursuant to the SPA, the Vendor agrees to sell and the Purchaser agrees to purchase the Property on an as is where is basis with vacant possession and free from all encumbrances whatsoever but, subject to such conditions and restrictions (if any) in the title of the Property, whether express or implied, at the Purchase Price and upon the terms and conditions contained in the SPA. Page 1 of 11

2 2.2 Description of the Property The Property comprises a piece of freehold vacant residential development land measuring approximately 22,280 square metres, which is almost rectangular in shape. The Property is situated within the on-going development of Bandar Bukit Jalil, which is located about 20 kilometres to the south-west of the city centre of Kuala Lumpur. This part of Bukit Jalil is located off the southern side of the Kuala Lumpur Shah Alam Expressway (KESAS), a highway which stretches from Sri Petaling interchange in Kuala Lumpur to Pandamaran interchange in Klang. The KESAS serves as a major inter-urban expressway connecting the major industrial and residential areas within the Klang Valley, namely Kuala Lumpur, Cheras, Petaling Jaya, Subang Jaya, Shah Alam and Klang, terminating at the access road to Westport. The Property is accessible from the KESAS via Jalan 1/155B, Jalan 13/115C and thence onto Jalan 14/115C, leading to where the Property is located. Properties within the immediate vicinity of the Property include high and low rise apartments and condominiums, double and two-and-a-half storey terrace houses, double storey shop houses as well as vacant plots of development land earmarked for future development. Some of the prominent landmarks located within the immediate vicinity of the Property include Jalil Damai Apartment, Flat Sri Rakyat, the newly completed Jalil Sutera terraced development, AFC House, Anjung Hijau Condo, Taman Esplanad, Dewan Bandaraya Kuala Lumpur (DBKL) Townpark and Bukit Jalil Golf & Country Resort. Details of the Property are as follows: Location : Geran 55267, Lot 38474, Mukim Petaling, District Kuala Lumpur, Negeri Wilayah Persekutuan Total land area : 22,280 square metres (or acres) Tenure : Freehold Category of land use : Building Registered proprietor : Santari Sdn Bhd Existing and proposed use Net book value : Not available (1) Market value : RM10,500,000 (2) Restriction in interest : Nil : Currently, the Property is vacant and not in use. Following the completion of the Proposed Acquisition, the Property will be developed for the purpose of relocating the existing Lai Meng Primary School and Lai Meng Kindergarten currently located at the Lai Meng Property Encumbrance(s) : The title is free from any legal encumbrance Notes: (1) The Purchaser is not privy to such information which belongs to the Vendor. (2) Based on the letter of value dated 4 December 2009 issued by the independent valuer, Messrs Raine & Horne International Zaki + Partners Sdn Bhd, using the comparison approach. Page 2 of 11

3 2.3 Salient terms and conditions of the SPA The salient terms and conditions of the SPA include, amongst others, the following: (a) Vendor s obligation (i) (ii) (iii) The Vendor shall upon execution of the SPA deliver to the Purchaser s solicitors a set of valid and registrable Memorandum of Transfer of the Property (hereinafter called the Memorandum of Transfer ) duly executed by the Vendor in favour of the Purchaser or the Purchaser s nominee, as the case may be, together with copies of the quit rent and assessment receipts for payment(s) made for the current year in respect of the Property. The Vendor shall deliver to the Vendor s solicitors the original issue Document of Title of the Property upon execution of the SPA. The Vendor shall further furnish to the Purchaser s solicitors other document(s) as the Purchaser s solicitors may from time to time require as necessary to ensure that the Property shall be transferred to and registered in the name of the Purchaser or Purchaser s nominee, as the case may be, free from encumbrances. (b) Purchaser s obligation (i) (ii) The Purchaser s solicitors shall be expressly authorised to submit the Memorandum of Transfer to the appropriate authority for adjudication and ascertaining stamp duty payable thereon within seven (7) working days of their receipt of the Memorandum of Transfer duly executed by the Vendor and the Purchaser or the Purchaser s nominee provided they shall have received all documents duly executed by the relevant parties and shall upon the Purchaser s instructions proceed in due course to present the duly stamped Memorandum of Transfer for registration in favour of the Purchaser or as the case may be, forward the same to the Purchaser s nominee s solicitors (if any) for their presentation thereof or necessary action. The Purchaser shall within three (3) months upon execution of the SPA, or such longer period as may be mutually agreed upon by the parties hereto (hereinafter called the Shareholders Resolution Period ), deliver or cause to be delivered to the Vendor s solicitors, the resolution of the shareholders of the Purchaser certified as a true copy by a Director or the Company Secretary of the Purchaser in respect of its purchase of the Property from the Vendor on the terms and conditions contained in the SPA. (c) Private caveat The Purchaser shall be entitled to register a private caveat against the Property pending the completion of the Memorandum of Transfer provided that the Purchaser shall at its own costs and expense remove or cause to be removed the aforesaid private caveat upon any lawful termination of the SPA for any reasons(s) through no fault of the Vendor. (d) Vacant possession The Vendor shall deliver to the Purchaser vacant possession of the Property within three (3) working days upon full payment of the Balance Purchase Price (as defined in Section 2.5 below) to the Vendor s solicitors or upon the Vendor s solicitors being notified in writing by the Purchaser or the Purchaser s solicitors that the Memorandum of Transfer has been registered in favour of the Purchaser or the Purchaser s nominee together with acceptable documentary evidence attached thereto, whichever shall be earlier. Page 3 of 11

4 (e) Failure to pay In the event that the Purchaser fails to settle the Balance Purchase Price together with the late payment interest (if any) in accordance with the provisions of the SPA, the Vendor shall be entitled to forfeit the Deposit (as defined in Section 2.5 below) as agreed liquidated damages (hereinafter called the Agreed Liquidated Damages ) and shall subject to the Purchaser causing to redeliver to the Vendor the original issue Document of Title of the Property and the transfer documents (in their possession) to the Vendor and the vacant possession to the Property (if vacant possession of the Property has already been delivered) at the Purchaser s own costs and expense (without any rental or compensation being payable by the Purchaser during such period the Purchaser is deemed to be in occupation of the Property) and within fourteen (14) days upon receipt of the written notification from the Purchaser, forthwith refund to the Purchaser all monies (save and except for the amount of the Agreed Liquidated Damages) received by the Vendor or the Vendor s solicitors as the case may be, pursuant to the provisions of the SPA without interest or compensation being payable whereupon the SPA shall terminate and cease to be of any further effect but without prejudice to any right which either party may be entitled to against the other party in respect of any antecedent breach of the SPA and the Vendor shall be at liberty to dispose off the Property in such manner as the Vendor may as the sole and unencumbered owner and in the Vendor s sole discretion deem fit. (f) Non-registration of Memorandum of Transfer (i) (ii) In the event that the Memorandum of Transfer shall be rejected by or cannot be registered in favour of the Purchaser or the Purchaser s nominee, as the case may be, free from all encumbrances, after due presentation thereof at the appropriate Land Office/Registry by reason of any charge, lien, caveat, prohibitory order or other encumbrances registered against the Document of Title to the Property due to the Vendor s fault, the Vendor shall remove or cause to be removed at the Vendor s own costs and expenses such charge, lien, caveat, prohibitory order and/or other encumbrances within three (3) months upon its receipt of the Purchaser s or the Purchaser s solicitors written request or such longer period as may be agreed between the Vendor and the Purchaser in order to enable the Purchaser or the Purchaser s nominee, as the case may be, to be registered as proprietor free from all encumbrances, failing which, the Purchaser shall have absolute right to request the Vendor to refund within fourteen (14) days, all monies paid towards settlement of the Purchase Price, free of interest, whereupon the Vendor shall make such refund and the SPA shall thereafter be treated as terminated but without prejudice to the Purchaser s right to claim for any losses and damages, expenses and costs incurred or to be incurred by the Purchaser as a result of any breach on the Vendor s part. Notwithstanding the provisions contained in the SPA, in the event that the provisions as set out in Paragraph (b)(ii) above cannot be complied with by the Purchaser for any reason whatsoever or approval from the Purchaser s shareholders is not or cannot be obtained for whatever reason, then: (aa) the Vendor shall within fourteen (14) days refund the Purchaser all monies paid by the Purchaser and/or the Purchaser s financier towards settlement of the Purchase Price under the SPA, free from interest, subject to the Purchaser redelivering or causing to redeliver to the Vendor the original issue Document of Title and all the relevant transfer documents and the vacant possession to the Property (if the Property has already been delivered to the Purchaser), and whereupon the SPA shall determine and be of no further legal effect; and Page 4 of 11

5 (bb) within six (6) months from the day following the expiry of Shareholders Resolution Period or such longer period as may be agreed upon by the parties, the Purchaser shall at its costs and expense do the following: to re-transfer or cause to re-transfer the Property from the Purchaser or as the case may be, the Purchaser s nominee, to the Vendor if the Property shall have been registered in the name of the Purchaser or the Purchaser s nominee or the Memorandum of Transfer have been presented for registration, as the case may be; or to return or cause to return the duly executed and stamped Memorandum of Transfer to the Vendor for cancellation if the same shall not have been presented for registration. (iii) In the event that the registration of the Memorandum of Transfer cannot be effected in favour of the Purchaser or the Purchaser s nominee, as the case may be, for any reasons whatsoever, other than through the default, neglect, omission or blameworthy conduct of any of the parties, then the Vendor shall within fourteen (14) days refund to the Purchaser all monies paid by the Purchaser and/or the Purchaser s financier towards settlement of the Purchase Price under the SPA, free from interest, subject to the Purchaser redelivering or causing to redeliver to the Vendor the original issue Document of Title and all the relevant transfer documents and the vacant possession to the Property (if the Property has already been delivered to the Purchaser), whereupon the SPA shall determine and be of no further legal effect. 2.4 Basis of arriving at the Purchase Price The Purchase Price for the Property was arrived at based on a willing buyer-willing seller basis after taking into consideration the market value of the Property as ascribed by an independent firm of registered valuers, Messrs Raine & Horne International Zaki + Partners Sdn Bhd ( Valuer ), as set out in its letter of value dated 4 December The Valuer had determined the market value of the Property to be RM10,500,000, using the comparison approach in carrying out the valuation of the Property. As such, the Purchase Price represents a premium of approximately 1.90% or RM200,000 over the market value of the Property. 2.5 Sources of funding and mode of satisfaction The Purchase Price for the Proposed Acquisition will be satisfied entirely in cash, which will be financed through a combination of internally-generated funds and/or external bank borrowings. The exact manner in which the Purchase Price will be satisfied has not been finalised at this juncture. The Purchase Price of RM10,700,000 for the Proposed Acquisition shall be paid in the manner set out below: Timing Purchase Price (RM) (a) Deposit Upon the execution of the SPA 1,070,000 (b) Balance Purchase Price Within seven (7) days from date of the meeting of the Purchaser s shareholders and their approval therein for the acquisition of the Property or within three (3) months from the date of the SPA (hereinafter called the Completion Period ), whichever date is earlier 9,630,000 10,700,000 Page 5 of 11

6 In the event that the Purchaser fails to pay the Balance Purchase Price or any part thereof by the Completion Period, the Vendor shall grant the Purchaser an extension of one (1) month from the next day following the expiry of the Completion Period or an extension of time to be mutually agreed by the Purchaser and the Vendor from time to time, to settle the Balance Purchase Price provided that the Purchaser shall pay the Vendor interest at the rate of eight per centum (8%) per annum on daily rests on the outstanding amount commencing on the day after the Completion Period to the date when the Balance Purchase Price is fully settled by the Purchaser to the Vendor (hereinafter called the Late Payment Interest ), the Late Payment Interest shall be paid to the Vendor s solicitors together with the payment of the Balance Purchase Price. 2.6 Liabilities to be assumed by the MPB Group The MPB Group will not be assuming any liability, including contingent liabilities and guarantees pursuant to the Proposed Acquisition. 2.7 Date and original cost of investment The original cost of investment by the Vendor in the Property was approximately RM9.83 million (excluding costs relating to stamp duty, transfer, legal and administrative fees), based on the agreed price to be paid to Bukit Jalil Development Sdn Bhd, a 70%-owned subsidiary of Ho Hup Construction Company Berhad ( Ho Hup ), pursuant to a conditional sale and purchase agreement entered into between the Vendor and Bukit Jalil Development Sdn Bhd on 2 March On 25 September 2009, Ho Hup had announced that the original title of the Property together with the duplicate and discharge of charge had been presented for registration with the relevant land registry on 7 September 2009, thus marking the completion of the acquisition of the Property by the Vendor from Bukit Jalil Development Sdn Bhd. 2.8 Additional financial commitment The Property will be developed for the purpose of relocating the existing Lai Meng Primary School and Lai Meng Kindergarten currently located at the Lai Meng Property ( Existing School ) to the Property ( New School ). As a principal condition required to be fulfilled in the conditional sale and purchase agreement in relation to the Proposed Lai Meng Acquisition dated 23 March 2009 ( Lai Meng SPA ), TSB is required to design, arrange and organise the construction and completion of the New School in accordance with the approved plans within thirty-six (36) months from the date of the Lai Meng SPA or such other longer period as may be mutually agreed upon in writing, in a good workmanlike manner. It is still too preliminary to ascertain such costs as at the date of this announcement. Save for the costs to be incurred to design, arrange and organise the construction and completion of the New School, no additional financial commitment will be incurred by TSB in relation to the Proposed Acquisition. Such costs will be financed through bank borrowings and/or internally-generated funds. As at the date of this announcement, no approvals have been obtained for the development of the New School. 2.9 Information on Santari Santari was incorporated in Malaysia under the Companies Act, 1965 ( Act ) on 27 January 2004, as a private limited company under the name of Ehsan Hardware Sdn Bhd. On 12 June 2007, it assumed its present name. Santari is presently a dormant company. Page 6 of 11

7 3. RATIONALE FOR THE PROPOSED ACQUISITION On 23 March 2009, OSK had on behalf of the Board, announced that TSB and LMGSA had on even date entered into the Lai Meng SPA. As part of the conditions stipulated in the Lai Meng SPA, TSB is required to cause the transfer of the Property from the relevant proprietor in LMGSA s favour free from all encumbrances, for the purpose of relocating the existing Lai Meng Primary School and Lai Meng Kindergarten currently located at the Lai Meng Property to the Property. In view of the above, the Proposed Acquisition is to fulfil the condition to transfer the Property from the relevant proprietor to LMGSA free from encumbrances. 4. EFFECTS OF THE PROPOSED ACQUISITION The effects of the Proposed Acquisition are as follows: 4.1 Share capital and substantial shareholders shareholding The Proposed Acquisition will not have any effect on the issued and paid-up share capital and substantial shareholders shareholding of MPB as the Proposed Acquisition does not involve any issuance of shares in MPB. 4.2 Net assets and net assets per share The Proposed Acquisition will not have any immediate material effect on the net assets and net assets per share of the MPB Group for the financial year ending 31 December 2009 as the Proposed Acquisition shall only be completed in the first quarter of However, it should be highlighted that the Proposed Acquisition will facilitate the successful implementation of the Proposed Lai Meng Acquisition. As a result, the development of the Lai Meng Property to be acquired pursuant to the Proposed Lai Meng Acquisition is expected to contribute positively to the Group s net assets and net assets per share in the future financial years. 4.3 Gearing As set out in Section 2.5 above, the Purchase Price is expected to be funded through a combination of internally-generated funds and/or external bank borrowings. The exact manner in which the Purchase Price will be satisfied has not been finalised at this juncture and will be decided by the management of the Group at a later date. Hence, the effect of the Proposed Acquisition on the gearing of the Group cannot be ascertained at this juncture. However, it should be noted that any borrowings taken to finance the Proposed Acquisition shall temporarily increase the gearing of the Group. 4.4 Earnings and earnings per share The Proposed Acquisition is not expected to have any material effect on the earnings and earnings per share of the MPB Group for the financial year ending 31 December 2009 as the Proposed Acquisition is intended to facilitate the successful implementation of the Proposed Lai Meng Acquisition. As a result, the development of the Lai Meng Property to be acquired pursuant to the Proposed Lai Meng Acquisition is expected to contribute positively to the Group s earnings in the future financial years. Page 7 of 11

8 5. PROSPECTS 5.1 Overview and outlook of the Malaysian economy The Malaysian economy registered an improvement in the third quarter of 2009 with a reduced contraction of 1.2% (Q2 09: -3.9%) amidst positive growth in domestic demand and stabilisation of external demand. The growth impetus emanated mainly from domestic demand, as a result of stronger private consumption and higher public sector spending. Improvements in the global economy, particularly the regional economies, helped to stabilise the external sector. On the supply side, all economic sectors, except agriculture, recorded improved performance. During the quarter, domestic demand turned around to expand by 0.4% (Q2 09: -2.2%), led by stronger growth in private consumption and public sector spending. Private consumption, which grew by 1.5% (Q2 09: 0.5%), was supported by improved labour market conditions, lower price levels and higher spending for the festive season. Consumer sentiments remained positive in the third quarter as reflected by the Malaysian Institute of Economic Research Consumer (MIER) Consumer Sentiments Index which was above the 100-point threshold. The public sector continued to provide support to the economy, where public consumption expanded by 10.9% (Q2 09: 1%), following higher expenditure on emoluments while public development expenditure remained strong and was channelled mainly into rural development, education and the transportation sector. The strong public investment provided support to gross fixed capital formation, which contracted at a more moderate pace of 7.9% (Q2 09: -9.6%) as private investment remained subdued. On the supply side, all economic sectors, except agriculture, recorded a better performance during the quarter. The services sector expanded further by 3.4% (Q2 09: 1.6%), supported mainly by improvements in the wholesale and retail trade, finance and insurance, and real estate and business services sub-sectors. In the construction sector, growth was higher at 7.9% (Q2 09: 4.5%) as implementation of construction projects under the stimulus packages picked up pace. The manufacturing sector declined at a slower pace of 8.6% (Q2 09: -14.5%) as the contraction in export-oriented industries moderated further due to the stabilisation of external demand while the improvement in domestic-oriented industries was driven by higher activity in the constructionrelated and consumer-related clusters. The contraction in the mining sector also eased slightly to 3.5% (Q2 09: -3.6%). Meanwhile, the agriculture sector registered a 0.5% decline in value-added (Q2 09: 0.3%) due mainly to lower production of industrial crops. There have been increasing signs of improvements in international economic and financial conditions in the third quarter. Economic activity in the advanced economies continued to stabilise while several regional economies have recorded positive growth in the third quarter. This positive trend is expected to continue going into While these improvements are positive, the pace of recovery in the global economy is likely to be gradual and uneven, and the outlook remains uncertain, in particular once the effects of the significant policy support begins to diminish. The Malaysian economy has exhibited stronger signs of improvement in the third quarter and evidence suggests that domestic economic activity is gaining strength. Domestic demand, particularly private consumption and public sector spending, has been the main impetus of growth. Going forward, the pace of economic recovery is expected to gain momentum, as business and consumer sentiment improve further in an environment of continued implementation of fiscal measures, accommodative monetary policy and continued access to financing. In addition, the gradual improvement in the global economy will continue to contribute positively to the recovery of the domestic economy. (Source: Economic and Financial Developments in Malaysia in the Third Quarter of 2009, Bank Negara Malaysia) Page 8 of 11

9 5.2 Prospects of the Property As part of the fulfilment of the conditions of the Lai Meng SPA, TSB is required to transfer the Property from the relevant proprietor to LMGSA free from encumbrances, with the intention to relocate the existing Lai Meng Primary School and Lai Meng Kindergarten to the New School. There is currently no Chinese primary school within the Bukit Jalil area and there are residential and commercial properties being developed within the vicinity of Bukit Jalil. In view of this, the Board is of the opinion that the successful relocation of the Existing School to the New School would contribute positively to the surrounding community of Bukit Jalil. (Source: The management of MPB) 6. RISK FACTORS 6.1 Non-completion of the Proposed Acquisition In the event the conditions in the SPA, in particular the conditions set out in Section 2.3(a), (b) and (f) above are not fulfilled, this will result in the non-completion of the Proposed Acquisition. The non-completion may result in, amongst others, the deposit paid being forfeited. As stated in the Lai Meng SPA, the Company is required to transfer the Existing School to a piece of land, for the purpose of relocating the Existing School to the New School. The completion of the Proposed Acquisition will facilitate the successful implementation of the Proposed Lai Meng Acquisition. 6.2 Risk relating to the Proposed Acquisition There can be no assurance that the anticipated benefits of the Proposed Acquisition, in conjunction with the Proposed Lai Meng Acquisition will be realised, or that the Group will be able to generate sufficient revenues from both acquisitions to offset associated acquisition costs incurred. However, the Group will seek to mitigate such risks by adopting prudent investment strategies and conducting feasibility assessment and review prior to making its investment decisions. 6.3 Interest rate risk The MPB Group intends to finance the Proposed Acquisition vide a combination of internallygenerated funds and/or bank borrowings. As such, in the event any borrowing is taken to finance the Proposed Acquisition, the MPB Group may be exposed to fluctuations of interest rates as well as the risk in generating sufficient funds to meet its financial repayment commitments on time. Significant increases in interest rates may adversely affect the financial performance of the Group. The management takes cognisance of this and will take into consideration the gearing level, interest cost, as well as internal cash requirements for the business in determining the optimal combination of internally-generated funds and/or bank borrowings to finance the Proposed Acquisition, will continue to monitor closely the interest rate movements and will hedge against interest rate exposure as it deems appropriate. Page 9 of 11

10 7. APPROVALS REQUIRED The Proposed Acquisition is subject to and conditional upon approvals being obtained from the following: (a) (b) the shareholders of MPB at an extraordinary general meeting ( EGM ) to be convened; and any other relevant parties, if required. Save for the above, the Proposed Acquisition is not subject to the approval of any other relevant authorities/parties. The Proposed Acquisition is not conditional upon any corporate exercise undertaken or to be undertaken by MPB. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED Fantastic Realty Sdn Bhd ( FRSB ) is a major shareholder of MPB, which directly holds 8,243,800 ordinary shares of RM1.00 each in MPB, representing 15.42% of the issued and paidup share capital of MPB as at 30 November Tan San Li ( TSL ) and Wong Bin Chen ( WBC ) are major shareholders of FRSB as at 30 November 2009, are also indirect major shareholders of MPB. The direct and indirect shareholdings of the abovementioned parties in respect of the Proposed Acquisition as at 30 November 2009 are as follows: < Direct > < Indirect > No. of shares % No. of shares % FRSB 8,243, TSL WBC (1) 8,243, (1) 8,243, Note: (1) Deemed interested by virtue of his/her direct shareholdings in FRSB pursuant to Section 6A of the Act. The directors of FRSB are also TSL and WBC. TSL is also the company secretary of Santari, being the Vendor in respect of the Proposed Acquisition. In view of the direct and indirect interests of FRSB, TSL and WBC (collectively known as the Interested Persons ) set out above, the Board, on the advice of OSK and in the interests of transparency, will treat the Proposed Acquisition as a related party transaction. Accordingly, the Interested Persons will abstain from voting on the resolution pertaining to the Proposed Acquisition to be tabled at the EGM to be convened. They will also ensure that persons connected with them who have interests in the shares of MPB will abstain from voting in respect of their direct and/or indirect shareholdings in the Company on the resolution pertaining to the Proposed Acquisition at the EGM to be convened. Save as disclosed above, none of the Directors, major shareholders of MPB and/or persons connected to them, as defined in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ), has any interest, direct or indirect, in the Proposed Acquisition. 9. OTHER TRANSACTIONS WITH THE RELATED PARTIES Save for the Proposed Acquisition, there has been no other transaction entered into between TSB, MPB and Santari, during the twelve (12) months preceding the date of this announcement. Page 10 of 11

11 10. DIRECTORS RECOMMENDATION The Board, having considered all aspects of the Proposed Acquisition and the letter of value from the independent valuer, Messrs Raine & Horne International Zaki + Partners Sdn Bhd dated 4 December 2009, is of the opinion that the Proposed Acquisition is in the best interest of the Company, fair, reasonable and on normal commercial terms, and is not detrimental to the interests of the non-interested shareholders of MPB. 11. AUDIT COMMITTEE S RECOMMENDATION The audit committee of MPB, having considered all aspects of the Proposed Acquisition and the letter of value from the independent valuer, Messrs Raine & Horne International Zaki + Partners Sdn Bhd dated 4 December 2009, is of the opinion that the Proposed Acquisition is in the best interest of the Company, fair, reasonable and on normal commercial terms, and is not detrimental to the interests of the non-interested shareholders of MPB. 12. PRINCIPAL ADVISER OSK has been appointed by MPB to act as the Principal Adviser for the Proposed Acquisition. 13. INDEPENDENT ADVISER In view of the interests as set out in Section 8 above, the Board, on the advice of OSK, will treat the Proposed Acquisition as a related party transaction. In this respect, the Board has appointed Inter-Pacific Securities Sdn Bhd as the Independent Adviser for the Proposed Acquisition to provide the non-interested shareholders of MPB with an independent evaluation on the fairness and reasonableness of the Proposed Acquisition. 14. HIGHEST PERCENTAGE RATIO PURSUANT TO PARAGRAPH 10.02(G) OF THE LISTING REQUIREMENTS The highest percentage ratio as set out in Paragraph 10.02(g) of the Listing Requirements in relation to the Proposed Acquisition is approximately 10.00%. 15. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the fulfilment of all conditions as set out in Section 2.3 above and the SPA, the Directors of MPB expect the Proposed Acquisition to be completed by the first quarter of DOCUMENTS FOR INSPECTION The SPA and letter of value from the Valuer dated 4 December 2009 will be made available for inspection at the registered office of MPB at Lot No. C-G11 & C-G12, Block C, Jalan Persiaran Surian, Palm Damansara, Kota Damansara, Petaling Jaya, Selangor Darul Ehsan during normal office hours from Monday to Friday (except public holidays) from the date of this announcement up to and including the date of the forthcoming extraordinary general meeting to be convened. This announcement is dated 10 December Page 11 of 11