The net book value of the Disposal Lands (upon reclamation) is estimated to be approximately RM million.

Transcription

1 BENALEC HOLDINGS BERHAD ( BENALEC OR THE COMPANY ) PROPOSED DISPOSAL OF TWENTY TWO (22) PARCELS OF LEASEHOLD COMMERCIAL LAND WHICH HAVE BEEN OR WILL BE RECLAIMED BY BENALEC SDN BHD ( BSB ), A WHOLLY-OWNED SUBSIDIARY OF BENALEC, MEASURING IN AGGREGATE INDICATIVELY ACRES (APPROXIMATELY 520,102 SQUARE METERS ( SQ M ) TO BE HELD BY JAYAMAS CEKAP SDN BHD ( JCSB OR VENDOR ), A WHOLLY-OWNED SUBSIDIARY OF BSB, TO ULTRA HARMONY DEVELOPMENT SDN BHD ( UHDSB OR PURCHASER ) FOR A TOTAL DISPOSAL CONSIDERATION OF RM235,129, TO BE SATISFIED ENTIRELY IN CASH ( DISPOSAL CONSIDERATION ) 1. INTRODUCTION On behalf of the Board of Directors of Benalec ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ), wishes to announce that on 20 March 2014 JCSB had entered into a conditional sale and purchase agreement ( SPA ) with UHDSB to dispose of all those proposed twenty two (22) pieces of commercial land which have been or will be reclaimed by BSB located in Kawasan Bandar VI, Daerah Melaka Tengah, Melaka measuring indicatively in total acres ( Disposal Lands ) for a total consideration of RM235,129, ( Disposal Consideration ) ( Proposed Land Disposal ) to be satisfied entirely in cash upon completion of the reclamation works and issuance of Land Title (as defined herein). 2. DETAILS OF THE PROPOSED LAND DISPOSAL The Proposed Land Disposal entails the disposal of the Disposal Lands held/to be held by the Vendor to the Purchaser for a total disposal consideration of RM235,129, Pursuant to the terms of the SPA, the Vendor agrees to sell and the Purchaser agrees to purchase the Disposal Lands free from all encumbrances and with vacant possession but subject to all conditions and restrictions of title express or implied in the issue documents of title ( Land Titles ) of the Disposal Lands, which will be issued upon completion of the reclamation works. As part of Benalec and its subsidiaries ( Benalec Group or the Group ) revenue model, certain reclamation projects are settled in-kind in the form of land which the Company has reclaimed as part of its reclamation contract ( Land Portion ). In this respect, the Disposal Lands represent the Land Portion arising from a reclamation contract awarded by the State Government of Melaka ( State Government ) to Yayasan DMDI ( DMDI ) pursuant to a concession agreement ( Concession Agreement ) wherein DMDI had subsequently, via a Deed of Assignment, agreed to assign its rights and transfer its liabilities and obligations under the Concession Agreement to JCSB. JCSB had accordingly entered into the SPA with UHDSB for the disposal of the Disposal Lands upon completion of reclamation of the Disposal Lands. The net book value of the Disposal Lands (upon reclamation) is estimated to be approximately RM million. A sum amounting to ten per centum (10%) of the Disposal Consideration ( Deposit ) was paid by the Purchaser to the Vendor on execution of the SPA on 20 March 2014, while the remaining balance of the Disposal Consideration ( Balance ) shall be paid in 4 stages within ninety (90) days from the date of UHDSB s solicitors receipt of the notification of the issuance of Land Titles. Further details are as set out in Section below. 2.1 Details of the Disposal Lands The Disposal Lands, upon reclamation, is expected to comprise twenty two (22) pieces of 99-year leasehold vacant land, measuring indicatively in total acres with category of land use of Building and express condition for Commercial Use. Page 1 of 12

2 Reclamation works on the Disposal Lands will be carried out by BSB, which is a wholly-owned subsidiary of Benalec and the Vendor shall use its best endeavours to procure the issuance of the Land Titles within six (6) months from the date of application of title issuance ( Initial Titles Issuance ). In the event that the Land Titles are not issued within the Initial Titles Issuance, an automatic extension of three (3) months or such other period as may be mutually agreed between the parties shall be granted ( Specified Timeframe ), failing which, the SPA shall be terminated and Section below shall apply. Subject to fulfilment of all terms and conditions set out in the SPA, the proposed land area of the Disposal Lands under the Land Titles to be issued to the Vendor in four (4) stages are set out below:- Stages Proposed area of the Disposal Lands under each stage (acres) First (1 st ) Stage Second (2 nd ) Stage Third (3 rd ) Stage Fourth (4 th ) Stage The Disposal Lands are located 3 kilometres from Melaka town and 6 kilometres from Klebang town and is situated within a locality that is predominantly commercial in nature, comprising pre-war buildings, business and international hotels and tourism attraction spots. The Disposal Lands are easily accessible via Jalan Bendahara, Jalan Laksamana, Jalan Tun Tan Cheng Lok, Jalan Syed Abdul Aziz, Jalan Hang Tuah and Jalan Ong Kim Wee. Commercial developments located within the vicinity include the Dataran Pahlawan Melaka Megamall, Hatten Square, Mahkota Parade, Mahkota Medical Centre and Plaza Melaka Raya. Additionally, there are also residential schemes located within the vicinity of the Disposal Lands which include Taman Kota Laksamana, Taman Mahajaya, Kampung Tiga, Kampung Jawa, Kampung Bukit Cina, Taman Angkasa Nuri and Taman Kenanga. The Disposal Lands shall be free from all encumbrances. Further details of the Disposal Lands are as set out below:- Plot No. Acres Land Area Square Feet I ,296 J ,819 K ,334 L ,840 M ,331 Q ,212 R ,273 S ,273 T ,156 U ,315 V ,107 W ,107 X ,364 AB ,237 AC ,963 AD ,819 AE ,156 AF ,058 AG ,959 AH ,861 AI ,762 AJ ,088 TOTAL ,598,330 Page 2 of 12

3 2.2 Basis and justification of arriving at the Disposal Consideration The Disposal Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration, amongst others, the market value of the Disposal Lands as ascribed by Messrs Jones Lang Wootton ( Valuer ), an independent valuer firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia via its valuation letter dated 6 March 2014 of RM224,000,000. The valuation of the Disposal Lands of RM224 million was carried out using the comparison approach and the residual method. This comparison approach of valuation entails comparing the Disposal Lands with similar properties that were either transacted recently or listed for sale within the same location or other comparable localities. Adjustments are made for differences in property attributes and factors such as location, accessibility, size, land tenure, title conditions and restrictions, designated use, improvements and amenities, time element and other relevant factors to arrive at the value of the Disposal Lands. The residual method is based on the premise that the price which a purchaser can pay for a property is the surplus after he has met out of the proceeds from the sales of the finished development his full cost of development and profit. The Disposal Consideration represents a premium of RM77.98 million or 49.62% over the estimated net book value of the Disposal Lands (upon reclamation) and a premium of RM11.13 million or 4.97% over the preliminary valuation of RM224 million accorded by the Valuer. 2.3 Salient terms of the SPAs Conditions precedent The Proposed Land Disposal is conditional upon the following:- (a) (b) (c) the consent of the shareholders of Benalec being obtained at an extraordinary general meeting ( EGM ) to be convened within six (6) months from the date of the SPA or within two (2) months from the date of clearance of the circular to shareholders of Benalec for the disposal of the Disposal Lands ( Circular ) by Bursa Malaysia Securities Berhad ( Bursa Securities ), whichever is later; the approvals of the directors and shareholders of the Vendor being obtained; and the approvals of the directors and shareholders of the Purchaser being obtained. before or within six (6) months from the date of the SPA or such other period as may be mutually agreed between the parties. In the event the above conditions are not met within the time period stipulated in this Section 2.3.1, the SPA shall lapse and shall have no further force and effect and Section below shall apply. Page 3 of 12

4 The Vendor is required to provide notification to the Purchaser within seven (7) days from the issuance of the Land Titles in respect of any portion of the Disposal Lands to be delivered to the Purchaser under each of the stages set out in Section 2.1 above. The Purchaser shall within ninety (90) days from the Purchaser's Solicitors receipt of the notification of the issuance of the Land Titles make the necessary applications to the State Authority of Melaka and procure the approval of the State Authority of Melaka for the transfer of such portion of the Disposal Lands to be delivered to the Purchaser under each of the stages set out in Section 2.1 above for the approval of the sale and transfer of such portion of the Disposal Lands in favour of the Purchaser and all such costs and expenses shall be borne by the Purchaser. In the event that the consent of the State Authority of Melaka for the transfer of any portion of the Disposal Lands to be delivered under any of the stages under the delivery schedule set out in Section 2.1 is required but not obtained by the Purchaser through no fault of either party, the parties shall make the necessary appeal to the State Authority of Melaka to reconsider their rejection. If the appeal is not successful, the Vendor shall refund any portion of the Balance in respect of the undelivered Disposal Lands which have been paid to the Vendor, together with the Deposit less such amount equivalent to 10% of the Balance in respect of such portion of the Said Lands which have been delivered and up to RM600, of the cost and expense incurred by the Vendor in procuring the consent of the shareholders of Benalec for the transaction contemplated under the SPA, 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 Payment of the Disposal Consideration The Disposal Consideration shall be payable by the Purchaser as follows:- (a) Upon the signing of the SPA, the sum of RM23,512, only, being a sum equal to ten per centum (10%) of the Disposal Consideration ( Deposit ) shall be paid by the Purchaser to the Vendor; (b) The Balance amounting to RM211,616, shall be paid by the Purchaser to the Vendor or the Vendor s Solicitors in four (4) separate stages, each payable within ninety (90) days from the date of the Purchaser s Solicitors receipt of the notification of the issuance of the Land Titles to such portion of the Disposal Lands in the name of the Vendor ( Completion Date ). The Balance payable under each stage is as follows :- Stages Balance payable (RM) First (1 st ) Stage 53,661, Second (2 nd ) Stage 52,443, Third (3 rd ) Stage 55,571, Fourth (4 th ) Stage 49,940, In the event that any payment of any tranche of the Balance is not made by the relevant Completion Date, the Vendor shall grant an extension of thirty (30) days in respect of such tranche of Balance subject to the Purchaser paying interest to the Vendor at 8% per annum on such tranche of the outstanding Balance, accruing from the day following the Completion Date to the date of full payment thereof. Page 4 of 12

5 In the event the final land area of the Disposal Lands under each stage differs from the land area of the respective stage set out in the SPA, the Vendor shall within thirty (30) days from the issuance of the Land Titles, provide written notification to the Purchaser to adjust the Disposal Consideration in respect of the relevant stage of the Disposal Lands. Any adjustment to the Disposal Consideration in respect of the relevant portion of the Disposal Lands to be delivered under such relevant stage shall be effected via the upward adjustment or downward adjustment to the relevant tranche of Balance. For the avoidance of doubt, the adjustment rate shall be calculated at Ringgit Malaysia Forty Two (RM42.00) per square foot Replacement of Disposal Lands In the event any portion of the Disposal Lands is required to be surrendered to the State Government or DMDI ( Surrendered Lands ), the Vendor shall allow and the Purchaser shall agree to select any plot of land within the area of Kawasan Bandar VI, Daerah Melaka Tengah, Melaka which remain unsold or unreserved by the Benalec Group and is not required to be surrendered to the State Government or DMDI, in place of the Surrendered Lands ( Replacement Lands ). If the area of the Replacement Lands differs from the area of the Surrendered Lands, there shall be an adjustment to the relevant tranche of the Balance. Any adjustment to the Balance shall be effected via an upward adjustment (if the area of the Replacement Lands is larger than the area of the Surrendered Lands) or a downward adjustment (if the area of the Replacement Lands is smaller than the area of the Surrendered Lands) to the relevant tranche of the Balance. For the avoidance of doubt, the adjustment rate shall be calculated at Ringgit Malaysia Forty Two (RM42.00) per square foot. For the avoidance of doubt, the Vendor shall within seven (7) days from the confirmation of the Replacement Lands issue a notice to the Purchaser indicating the revised Balance under the relevant tranche payable by the Purchaser and the Purchaser shall within seven (7) days from the receipt of such notice provide the Vendor with an acknowledgement of the revised Balance Completion of Purchase The completion of the SPA shall be in four (4) stages, i.e. upon the receipt of the Balance for each stage by the Vendor or the Vendor's Solicitors Delivery of vacant possession Vacant possession of the Disposal Lands is to be deemed delivered by the Vendor to the Purchaser under each stage as from the date when such tranche of the Balance and the late payment interest (if any) is paid by the Purchaser to the Vendor or the Vendor s Solicitors, as the case may be, in accordance with Section above Default by Purchasers In addition to the termination clause under Section below, in the event the SPA is terminated by the Vendor due to the following:- (a) (b) The Purchaser s failure to pay to the Vendor s Solicitors the Balance for the relevant stage of the Disposal Lands by the Completion Date or any agreed extension (as the case may be) for the relevant stages of the Disposal Lands; Any of the representations and warranties of the Purchasers under the SPA is untrue or inaccurate; Page 5 of 12

6 (c) (d) The Purchaser s failure to fulfill any of its obligations under the SPA; and/or a creditors petition for bankruptcy or winding-up petition is filed against the Purchaser, a sum equivalent to the difference between the total Deposit and Deposit in respect of the Disposal Lands delivered to the Purchaser at any earlier stage prior to the termination of the SPA ( Remaining Deposit ) shall be forfeited and be treated as compensation for the Vendor. Thereafter, the Purchaser shall have no interest in any portion of the Disposal Lands that has yet to be delivered and neither party shall have any claim against each other. Notwithstanding, the Vendor shall have the right to demand specific performance of the SPA by the Purchaser as well as to claim damages for any losses suffered by the Vendor consequent upon the Purchaser's breach Default by Vendors In addition to the termination clause under Section below, in the event the SPA is terminated by the Purchaser due to the following:- (a) (b) (c) the Vendor s failure to comply with all or any of its obligations under the SPA; Any of the representations and warranties of the Vendor under the SPA is untrue or inaccurate; and/or Creditor s petition for bankruptcy or winding-up petition is filed against the Vendor, the Purchaser shall be entitled to demand from the Vendor the return of all sums paid towards the Balance in respect of the undelivered Disposal Lands and the Remaining Deposit, together with a further sum equivalent to the Remaining Deposit as liquidated damages for breach of the SPA by the Vendor. Thereafter, the Purchaser shall have no interest in any portion of the Disposal Lands that has yet to be delivered and neither party shall have any claim against each other. The Purchaser may elect to demand specific performance of the SPA by the Vendor as well as to claim damages for any losses suffered by the Purchaser consequent upon the Vendor's breach Termination consequences In the event that the SPA is terminated or rescinded: (a) (b) the Purchaser shall return to the Vendor s Solicitors all the documents delivered by the Vendor to the Purchaser and the Land Titles (if already delivered) in connection with any portion of the Disposal Lands of which completion has not taken place; and the Vendor shall return to the Purchaser s Solicitors all the documents delivered by the Purchaser to the Vendor (if already delivered) in connection with any portion of the Disposal Lands of which completion has not taken place, within fourteen (14) days from such termination/rescission. Page 6 of 12

7 Upon termination of the SPA, the Vendor shall no longer be obliged to fulfil its obligations to deliver any portion of the Disposal Lands which are scheduled to be delivered at any future stage (if any) and the Purchaser shall no longer be obliged to make payment of any tranches of the Balance which are scheduled to be made at any future stage which takes place after the termination of the SPA Consequences of non-registration of transfer of the Disposal Lands In the event that relevant authorities introduce legislation or laws prohibiting the registration of all or any portion of the Disposal Lands in the name of the Purchaser within three (3) months from the Completion Date in respect of any stage or such period mutually agreed between the parties and prior to the registration of the portion of the Disposal Lands in the name of the Purchaser, then any portion of the Balance in respect of the undelivered Disposal Lands which have been paid to the Vendor, together with the Remaining Deposit, shall be refunded by the Vendor to the Purchaser without interest within two (2) weeks of the Vendor being notified. Upon such refund being made, the Purchaser shall have no interest in the undelivered Disposal Lands and the SPA shall automatically be terminated with neither party having any claim against each other. 2.4 Liabilities to be assumed The Purchaser will not assume any liabilities including contingent liabilities and guarantees pursuant to the Proposed Land Disposal. 2.5 Reclamation Works Benalec Group is required to undertake the reclamation works at its own cost and expense. It is expected that the reclamation cost for the Disposal Lands will be approximately RM million. The costs associated with the reclamation works are expected to be funded by proceeds from the Proposed Land Disposal / internally generated funds and / or borrowings. 2.6 Background information on the Purchaser UHDSB was incorporated in Malaysia on 9 May 2013 under the Companies Act, 1965 as a private limited company. UHDSB is principally involved in the business of housing developers, acquisition of lands, houses and the business as general traders. As at 7 March 2014, being the latest practicable date prior to this announcement ( LPD ), the authorised share capital of UHDSB is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each all of which have been issued and fully paid-up. The shareholders of UHDSB and their direct and indirect shareholdings in UHDSB as at LPD are as follows: - Shareholders Direct Indirect No. of Shares % No. of Shares % Kwok Hong Wai 2,550, Lee Boon Leng 8, Centurion Properties (Melaka) Pte. Ltd. 691, New Straits Holdings Pte. Ltd. 1,750, Goi Seng Hui (1) - - 1,750, Centurion Properties Pte. Ltd. (2) , Centurion Global Ltd. (3) , Page 7 of 12

8 Notes: (1) Deemed interested via 100% equity interest in New Straits Holdings Pte. Ltd. (2) Deemed interested via its 100% equity interest in Centurion Properties (Melaka) Pte. Ltd. (3) Deemed interested via its 100% equity interest in Centurion Properties Pte. Ltd. The directors of UHDSB and their direct and indirect shareholdings in UHDSB as at LPD are as follows: Directors Nationality Direct Indirect No. of Shares % No. of Shares % Kwok Hong Wai Malaysian 2,550, Lee Boon Leng Singaporean 8, Lee Hwee Koon, Juliette Singaporean Chong Nien Singaporean Original cost and date of investment by the Vendors The estimated net book value of the Disposal Lands (upon reclamation) is RM million after taking into consideration the estimated costs to be incurred by BSB to undertake the reclamation works on the Disposal Lands, as required under the terms of the SPA, which will be capitalised as part of the cost of the Disposal Lands upon completion of the Proposed Land Disposal. 2.8 Utilisation of Proceeds The gross proceeds of approximately RM million arising from the Proposed Land Disposal would be utilised by Benalec Group for working capital of RM234.3 million and to defray estimated expenses in relation to the Proposed Land Disposal of RM800,000. For information purposes, given that the Proposed Land Disposal is expected to be completed in various stages as set out in the SPA and the Disposal Consideration is to be received upon completion of the relevant stages, the proceeds will be utilised for the Company s future reclamation projects at the time of receipt of the Disposal Consideration for each stage. 3. RATIONALE FOR THE PROPOSED LAND DISPOSAL The Proposed Land Disposal is in line with the Benalec Group s business model to dispose the reclaimed land received from reclamation projects in Melaka which involve settlement in kind for cash in a timely manner either through disposals or joint ventures. The Proposed Land Disposal also provides an avenue for the Benalec Group to raise funds to repay its outstanding indebtedness as well as finance on-going and future reclamation projects and to meet working capital requirements. By selling the yet-to-be reclaimed land, it provides Benalec the opportunity to immediately crystallise the value of its landbank, which will improve the operating cash flow of the Company in the future. Page 8 of 12

9 4. RISK FACTORS 4.1 Risk of Failure Despite the execution of the SPA, there can be no assurance that the parties would be able to fulfil all the terms and conditions stated therein and therefore, the Proposed Land Disposal may not be completed. There can also be no assurance that the Proposed Land Disposal can be completed within the time frame set. Any delay or non-completion of the Proposed Land Disposal will delay or preclude the Group from receiving the proceeds from the Proposed Land Disposal. In addition, in the event that the Vendor fails to procure the issuance of Land Titles within the Specified Timeframe, the SPA shall be mutually terminated and the Remaining Deposit shall be refunded by the Vendor to UHDSB. Should a delay or non-completion occurs, the Group may lose the opportunity to dispose the Disposal Lands. Consequently, the Group will not be able to utilise the proceeds from the Proposed Land Disposal in the manner as set out in Section 2.8 above. Notwithstanding this, the management and the Board will endeavour to take all steps necessary to complete the Proposed Land Disposal by inter-alia ensuring that all conditions precedent of the SPA which are within the Group s control are met on a timely basis. 4.2 Reclamation Risk BSB is required to undertake the reclamation works on the Disposal Lands. However, the reclamation process is complex and tedious in nature and there can be no assurance that BSB will be able to successfully complete the reclamation works as per the intended specifications. In the event the final area of the Disposal Lands in any particular stage is less than the area stated in the SPA, the Disposal Consideration for the relevant stage will be adjusted downwards and may adversely impact the Group s gain on disposal on the relevant stage of the Disposal Lands. Notwithstanding the above, the Board is confident that the Company has the necessary experience, expertise and capabilities to undertake the successful completion of the required reclamation works. Furthermore, the Board shall take all measures to secure the necessary approvals to undertake the reclamation works. 5. EFFECTS OF THE PROPOSED LAND DISPOSAL 5.1 Share capital and substantial shareholders shareholding The Proposed 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 consideration for the Proposed Land Disposal is to be satisfied wholly in cash. 5.2 Earnings and Earnings Per Share ( EPS ) Benalec is expected to realise an estimated gain of RM58.49 million (after taxation), which translates into a gain of RM0.07 per share against the estimated net book value of the Disposal Lands (upon reclamation) after taking into consideration the estimated costs to be incurred by BSB to undertake the reclamation works on the Disposal Lands, as required under the terms of the SPA, which will be capitalised as part of the cost of the Disposal Lands of upon completion of the Proposed Land Disposal. Page 9 of 12

10 5.3 Net assets ( NA ) and gearing The proforma effects of the Proposed Land Disposal on the NA and gearing of the Benalec Group based on the latest audited consolidated financial statements of Benalec as at 30 June 2013 are as set out below:- Audited as at 30 June 2013 After exercise of employee share option scheme options ( ESOS Options ) and share buyback (1) After Proposed Land Disposal RM RM RM Share capital 201,912, ,015, ,015,625 Reserves 352,124, ,193, ,679,875 Shareholders' equity / NA 554,036, ,209, ,695,500 Number of ordinary shares in issue 806,303,600 (2) 806,462, ,462,600 NA per share (RM) Total borrowings 31,261,581 31,261,581 31,261,581 Gearing ratio (times) Note:- (1) Between 30 June 2013 and LPD, a total of 414,000 ESOS Options were exercised at an exercise price of RM1.06 and the Company repurchased 255,000 of its own ordinary shares ( Benalec Shares ) from the open market for a total consideration of RM265,837 at an average price of RM1.04 per Benalec Share (2) Net of 1,334,900 treasury shares 6. APPROVALS REQUIRED The Proposed Land Disposal is conditional upon approvals being obtained from the following:- (i) (ii) (iii) (iv) directors and shareholders of the Vendor; directors and shareholders of the Purchaser; shareholders of Benalec at an EGM to be convened; and any other relevant authorities/parties, if required. The Proposed Land Disposal is not conditional or inter-conditional with any other proposals undertaken by the Company. 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS AND PERSONS CONNECTED WITH THEM None of the Directors and / or major shareholders of Benalec and / or persons connected with them, has any interest, direct or indirect, in the Proposed Land Disposal. Page 10 of 12

11 8. DIRECTORS STATEMENT After having taken into consideration all aspects of the Proposed Land Disposal, including but not limited to, the market value of the Disposal Lands, the terms and conditions of the Proposed Land Disposal in the SPA, the rationale and the financial effects of the Proposed Land Disposal on the Group as detailed under Section 3 and 5 above, the Board is of the opinion that it is in the best interests of the Group. 9. PERCENTAGE RATIOS UNDER PARAGRAPH 10.02(g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES ( LISTING REQUIREMENTS ) Benalec had also on 24 September 2013 announced that Orientalcove Property Sdn Bhd, a wholly-owned subsidiary of BSB, which in turn is a wholly-owned subsidiary of Benalec has entered into a conditional sale and purchase agreement with UHDSB for the disposal of six (6) pieces of leasehold vacant land measuring in aggregate approximately 30 acres for a total disposal consideration of RM50,965,200 ( Prior Disposal Consideration ) ( Prior Disposal ). Taking into consideration Paragraph of Chapter 10 and Practice Note 14 of the Listing Requirements on the Aggregation of Transactions, the Disposal Consideration and the Prior Disposal Consideration will be aggregated for the purposes of the computation of percentage ratios. The highest percentage ratio triggered for the Proposed Land Disposal and Prior Disposal pursuant to paragraph 10.02(g) of Chapter 10 of the Main Market LR is 51.64%, being the aggregate value of the Disposal Consideration and the Prior Disposal 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 PROPOSED LAND DISPOSAL Barring unforeseen circumstances, the Proposed Land Disposal is expected to be completed by the end of the first quarter of OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING COMPLETION Save for the Proposed Land Disposal and as disclosed below, there are no other outstanding corporate proposal announced by Benalec but pending completion as at the date of this Announcement: (i) Proposed ratification of the Heads of Agreement entered into by the Company, Datuk Leaw Tua Choon, Datuk Leaw Ah Chye and Leaw Yongene on 4 December 2013 setting out a framework for settlement of all legal suits, disputes and claims between the Group and the aforesaid parties; and (ii) Disposal of four (4) pieces of vacant 99-year leasehold land (leases expiring on 21 July 2110) measuring in aggregate approximately 93,126 sq m held by Strategic Land Sdn Bhd ( SLSB ) held under four (4) separate issued documents of titles to Teobros Development Sdn Bhd via the Sale and Purchase Agreement dated 13 March 2014 for a total cash consideration of RM48,115, ADVISERS AmInvestment Bank has been appointed as Adviser to the Company for the Proposed Land Disposal. Page 11 of 12

12 13. DOCUMENTS FOR INSPECTION The SPA and the valuation letter by the Valuer in relation to the Proposed Land Disposal are 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. The valuation report by the Valuer will be made available for inspection in due course and 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 20 March Page 12 of 12