1. INTRODUCTION 2. DETAILS OF THE LAND DISPOSAL

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1 BENALEC HOLDINGS BERHAD ( BENALEC OR THE COMPANY ) DISPOSAL OF SIX (6) PIECES OF LEASEHOLD VACANT LAND BY ORIENTALCOVE PROPERTY SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF BENALEC SDN. BHD., WHICH IN TURN IS A WHOLLY- OWNED SUBSIDIARY OF BENALEC FOR A TOTAL SALE CONSIDERATION OF RM50,965, TO BE SATISFIED ENTIRELY IN CASH 1. INTRODUCTION The Board of Directors ( Board ) of Benalec wishes to announce that Orientalcove Property Sdn. Bhd. ( OPSB or the Vendor ), a wholly-owned subsidiary company of Benalec Sdn. Bhd. ( BSB ), which in turn is a wholly-owned subsidiary of Benalec, has on 24 September 2013, entered into a Conditional Sale and Purchase Agreement ( SPA ) with Ultra Harmony Development Sdn. Bhd. ( UHDSB or the Purchaser ) to dispose of all those six (6) pieces of leasehold vacant land held under PT 102 to 104, H.S. (D) to and PT 106 to 108, H.S. (D) to 69030, all of Pekan Klebang Seksyen III, Daerah Melaka Tengah, Melaka measuring approximately 20,234 square metres each piece of land totalling approximately 121,404 square metres ( Land ) for a total sale consideration of RM50,965, ( Sale Consideration ) ( Land Disposal ) to be satisfied entirely in cash. 2. DETAILS OF THE LAND DISPOSAL Pursuant to the terms of the SPA, the Vendor agrees to sell and the Purchaser agrees to purchase the Land at the Sale Consideration free from all encumbrances other than those imposed and implied by the provisions as set out in the SPA on an as is where is basis but subject to all condition(s) and restriction(s) in interest express or implied in the issue documents of title of the Land upon the terms and conditions contained in the SPA. 2.1 Details on the Land The Land comprises six (6) pieces of leasehold vacant land (expiring on 28 November 2109) with category of land use of Bangunan, measuring in aggregate approximately 121,404 square metres and held by OPSB under six (6) separate issued documents of titles. All those six (6) pieces of leasehold vacant land held in the Land are adjacent to each other. The Land is situated within Klebang Beach, Pekan Klebang Seksyen III, Daerah Melaka Tengah, approximately within 4.7 km west from the commercial centre of Melaka Historical town. The Land is a reclaimed land received from reclamation projects in Melaka which involve settlement in kind ( Land Portion ) and subsequently to be disposed off for cash. The details of the Land are set out below:- Title No. / Lot No. PT 102, H.S. (D) 69024; PT 103, H.S. (D) 69025; PT 104, H.S. (D) 69026; PT 106, H.S. (D) 69028; PT 107, H.S. (D) 69029; and PT 108, H.S. (D) Mukim/ District/ State Description Possession Registered Owner Pekan Klebang Seksyen III, Daerah Melaka Tengah, Negeri Melaka Leasehold Vacant OPSB Page 1 of 5

2 Category of Land Use Aggregate Land Area Express Condition Restriction-in-Interest Bangunan Approximately 121,404 square metres (measuring approximately 20,234 square metres each piece of land) Rumah Kediaman Tanah ini tidak dibenarkan di pindahmilik atau dipajak kecuali dengan kebenaran Pihak Berkuasa Negeri. Sekatan kepentingan ini dikecualikan bagi pindahmilik atau pajakan yang pertama. Chargee (i) PT 102 Boon Siew Credit Berhad; (ii) PT 103 Ambank (M) Berhad; (iii) PT 104 Ambank (M) Berhad; (iv) PT 106 Boon Siew Credit Berhad; (v) PT 107 Ambank (M) Berhad; and (vi) PT 108 Ambank (M) Berhad. Aggregate Land Cost/ Net Book Value* Sale Consideration RM38,701, RM50,965, Notes:- * Based on Benalec s latest audited financial statements for the financial year ended ( FYE ) 30 June Basis and justification of arriving at the Sale Consideration The Sale Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the preliminary aggregate open market value within the vicinity. No valuation was carried out on the Land. 2.3 Salient terms of the SPA Payment of the Sale Consideration The Sale Consideration shall be paid by the Purchaser in the following manner:- (a) (b) (c) Prior to and/or upon the signing of the SPA, the sum of RM5,096, only, being a sum equal to ten per centum (10%) of the Sale Consideration ( Deposit ), shall collectively be paid by the Purchaser to the Vendor directly by way of Deposit. The balance of the Sale Consideration ( Balance ), the sum of RM45,868, only shall be paid by the Purchaser to the Vendor or the Vendor s solicitors within three (3) months from the date of the SPA ( Completion Date ) or such other period as may be mutually agreed between the Vendor and the Purchaser, provided that the consent of the relevant authority required for the transfer of the said Land to the Purchaser has been obtained. In the event that the Purchaser is unable to complete the purchase of any Land and pay any part of the Balance on or before the Completion Date under the SPA, the Vendor shall grant the Purchaser an extension of time for a period of sixty (60) days from the expiry of the Completion Date ( Extended Completion Date ) subject to the Purchaser paying the Vendor interest at the rate of eight per centum (8%) per annum on daily basis on the balance of the Sale Consideration which still remains outstanding, calculated from the day following the Completion Date to the Extended Completion Date. In the event the full Balance is paid prior to the Extended Completion Date, the Purchaser shall be entitled to set-off any excess interest paid for the extended period. Page 2 of 5

3 2.3.2 Delivery of vacant possession The Vendor covenants to deliver vacant possession of the Land to the Purchaser or its nominee(s) within one (1) month from the Completion Date or Extended Completion Date (as the case may be) Termination consequences If the SPA is terminated or rescinded due to the default by the Purchaser or the Vendor or non-registration of the Land pursuant to the legislation or laws introduced by the relevant authority, within fourteen (14) days from such termination or rescission, (a) (b) the Purchaser shall return the Vendor s solicitors all the documents delivered by the Vendor to the Purchaser and the titles (if already delivered); and the Vendor shall return to the Purchaser s solicitors all the documents delivered by the Purchaser to the Vendor (if already delivered) No further encumbrances and private caveat After the execution of the SPA, the Vendor will not sell charge or otherwise deal with the Land during the continuance of the SPA. The Purchaser or its nominee shall be entitled if it so wishes to lodge a private caveat against the Land pending the completion of the sale provided always in the event that the sale is terminated as heretofore provided or aborted for whatever reason, the Purchaser or its nominee shall at its own costs and expenses remove the private caveat lodged forthwith. The relevant prescribed form under the National Land Code 1965 for the Withdrawal of Private Caveat shall simultaneously be executed by the Purchaser or its nominee upon execution of the SPA and be deposited with the Vendor s Solicitors and in the event the Purchaser or its nominee fails to remove the private caveat lodged pursuant to the above, if the SPA is terminated for any reason, the Vendor or the Vendor s Solicitors shall withdraw the aforesaid private caveat and all such relevant cost shall be borne by the Purchaser Consent of State Authority Pursuant to Part Thirty-Three of the National Land Code 1965, the SPA is a conditional sale in view of the Purchaser or its nominee is a non-citizen or a foreign company. The Land Disposal is subject to:- (i) (ii) (iii) The Purchaser or its nominee shall within seven (7) days from the date of SPA make the necessary applications to the relevant authority for the approval of the sale and transfer of the Land in favour of the Purchaser or its nominee(s). All such costs and expenses shall be borne by the Purchaser. The Purchaser or its nominee shall furnish a copy of such application to the relevant authority and all subsequent correspondences in relation to the application of the consent of the relevant authority to the Vendor within two (2) days from the date of the application/correspondences (in the case of application/correspondences from the Purchaser or its nominee to the relevant authority) or the date of receipt of the approval/correspondences by the Purchaser or its nominee (in the case of approval/correspondences from the relevant authority to the Purchaser or its nominee). In the event that the consent of the relevant authority for the transfer of the Land to the Purchaser or its nominee is not obtained within three (3) months from the date of SPA or such other period as may be mutually agreed between the Vendor and the Purchaser, the SPA shall be terminated and the Vendor shall refund all monies paid to him by the Purchaser without interest within two (2) weeks of being notified of such rejections and upon such payment being made. The SPA shall be null and void with neither party having any claim against each other. Page 3 of 5

4 2.4 Liabilities to be assumed The Purchaser will not assume any liabilities including contingent liabilities and guarantees pursuant to the Land Disposal. 2.5 Background information on the Vendor OPSB OPSB was incorporated in Malaysia on 13 June 2006 under the Companies Act, 1965 as a private limited company. The principal activity of OPSB is property investment holding. The authorised share capital of OPSB is RM100, comprising 100,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM3.00 divided into 3 ordinary shares of RM1.00 each. 2.6 Background information on the Purchaser UHDSB UHDSB was incorporated in Malaysia on 9 May 2013 under the Act as a private limited company. The principal activities of UHDSB are investment holding in real property and housing development. The authorised share capital of UHDSB is RM400, comprising 400,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM divided into 100 ordinary shares of RM1.00 each. 3. RATIONALE FOR THE LAND DISPOSAL The Land Disposal is in line with the Benalec Group s business model to dispose the Land Portion for cash in a timely manner either through disposals or joint ventures. The proceeds from the Land Disposal are intended to finance the on-going projects and to meet working capital requirements of the Benalec Group. The proceeds arising from the Land Disposal would be utilised within 12 months from the completion of the land disposal. 4. EFFECTS OF THE LAND DISPOSAL 4.1 Share capital and substantial shareholders shareholding The Land Disposal will not have any effect on the issued and paid-up share capital of Benalec as well as Benalec s substantial shareholders shareholdings, as the Land Disposal does not involve any issuance of shares in Benalec. 4.2 Earnings, earnings per share, net assets ( NA ) per share and gearing The Land Disposal is expected to realise a net gain of RM9.2 million representing earning per share of approximately RM0.011 per Benalec s share and NA per share will improve from RM0.64 to RM0.65 (after accounting for the gain on the disposals) based on the Benalec s total issued share capital of 801,811,800 ordinary shares (excluding 1,148,200 treasury shares) as of 30 June The Land Disposal will not have any effect on the gearing in Benalec. 4.3 Cash Company or PN17 Company The Disposal is not expected to result in Benalec becoming a cash company or PN17 company. Page 4 of 5

5 5. APPROVALS REQUIRED Save as disclosed in item above, the Land Disposal is not subject to the approval of the shareholders of the Company. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS AND PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of the Benalec Group and/or persons connected with them, have any interest, direct or indirect, in the Land Disposal. 7. DIRECTORS STATEMENT After having taken into consideration all aspects of the Land Disposal, the Board is of the opinion that it is in the best interests of the Benalec Group. 8. PERCENTAGE RATIOS UNDER PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS BURSA MALAYSIA SECURITIES BERHAD ( LR ) The highest percentage ratio triggered for the Land Disposal pursuant to paragraph 10.02(g) of Chapter 10 of the Main Market LR is 9.87%, being the aggregate value of the Sale Consideration compared to the NA of the Benalec Group based on the Company s latest audited financial statements for the FYE 30 June ESTIMATED TIME FRAME FOR COMPLETION OF THE LAND DISPOSAL Barring unforeseen circumstances, the Land Disposal is expected to be completed by the 1st quarter of calendar year DOCUMENTS FOR INSPECTION The SPA in relation to the Land Disposal is available for inspection at the registered office of Benalec at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this Announcement. This announcement is dated 24 September Page 5 of 5