Ivory Properties Group Berhad (Company No M) (Incorporated in Malaysia)

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. Ivory Properties Group Berhad (Company No M) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL OF A PIECE OF FREEHOLD LAND MEASURING APPROXIMATELY 217, SQUARE METRE LOCATED IN PENANG AND HELD UNDER LOT NO. 2838, GERAN NO. HAKMILIK 1272, MUKIM 18, DAERAH TIMOR LAUT, NEGERI PULAU PINANG BY IVORY INDAH SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF IVORY PROPERTIES GROUP BERHAD FOR A TOTAL CASH CONSIDERATION OF RM150,000, AND NOTICE OF EXTRAORDINARY GENERAL MEETING The above proposal will be tabled at an Extraordinary General Meeting ( EGM ) of Ivory Properties Group Berhad ( Ivory or the Company ). Notice of the EGM of the Company together with the Form of Proxy are set out in this Circular. You are requested to complete the Form of Proxy for the EGM and deposit it at the Registered Office of the Company at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42-A Jalan Sultan Ahmad Shah, Penang, Malaysia, not less than forty-eight (48) hours before the time set for the meeting or any adjournment thereof should you be unable to attend the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. Last date and time for lodging the Form of Proxy : Monday, 23 November 2015 at 3.00 p.m. Date and time of the EGM : Wednesday, 25 November 2015 at 3.00 p.m. Venue of the EGM : Auditorium, Ivory Penang Times Square Jalan Dato Keramat, George Town Penang, Malaysia This Circular is dated 3 November 2015

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3 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular: Act : Companies Act, 1965 AGM : Annual General Meeting Agreement or SPA : The Sale and Purchase Agreement dated 14 January 2015 entered into between Ivory Indah Sdn Bhd and Jesselton Peak Sdn Bhd (Company No W) for the disposal of all that parcel of freehold land measuring approximately 217, square metre located in Penang and held under Lot No Geran No. Hakmilik 1272, Mukim 18, Daerah Timor Laut, Negeri Pulau Pinang Application : The Vendor has made an application via a letter dated 23 rd June 2014 to Pejabat Daerah Dan Tanah Daerah Timur Laut ( PDT ) (inter alia) enclosing payment of the Acquisition Fee and the Acquisition Deposit to PDT for PDT to acquire the Access Land pursuant to Section 3(1)(b) of the Land Acquisition Act The Acquisition Fee is Ringgit Malaysia One Thousand (RM1,000.00) Only as requested by PDT in connection with the Access Land. Acquisition Deposit totalling Ringgit Malaysia Two Million Three Hundred and Fifteen Thousand (RM2,315,000.00) was paid on 18 June 2014 and refers to the 50% deposit of the total acquisition price of the Access Land which is Ringgit Malaysia Four Million Six Hundred Thirty Thousand (RM4,630,000.00) Only. The balance 50% of the acquisition price will be paid upon obtaining approval from PDT for the acquisition of the Access Land. Access Land is part of Lot 1877 measuring approximately 1, square metre which is delineated and shaded grey in the Land Acquisition Plan for the purpose of legal access to the Property and attached as Appendix C to this Circular. The terms contained herein are extracted from SPA and also stated under section 2.5 to this Circular. Extract of Section 3(1)(b) of the Land Acquisition Act is as follows: 3(1) The State Authority may acquire any land which is needed (a) for any public purpose; (b) by any person or corporation for any purpose which in the opinion of the State Authority is beneficial to the economic development of Malaysia or any part thereof or to the public generally or any class of the public; or (c) for the purpose of mining or for residential, agricultural, commercial, industrial or recreational purposes or any combination of such purposes. - i -

4 DEFINITIONS (cont d) Board : The Board of Directors of Ivory Bursa Securities : Bursa Malaysia Securities Berhad ( W) Circular : This circular to the shareholders of Ivory dated 3 November 2015 in relation to the Proposed Disposal Completion Period : Completion of the Proposed Disposal in accordance with the terms and conditions of the SPA as disclosed in Section 2.5 of this Circular Disposal Price : RM150,000, EGM : Extraordinary General Meeting EPS : Earnings per Share IISB or the Vendor : Ivory Indah Sdn. Bhd. ( M) Ivory or Company : Ivory Properties Group Berhad ( M) Ivory Group or Group : Ivory and its subsidiaries Ivory Share(s) : Ordinary shares of RM0.50 each JPSB or Purchaser : Jesselton Peak Sdn. Bhd. ( W) Land Code : National Land Code Listing Requirements : The Main Market Listing Requirements of Bursa Securities, including any amendments to the same that may be made from time to time LPD : 15 October 2015, being the latest practicable date prior to the printing of this Circular NA : Net assets NBV : Net book value PAT : Profit after taxation Property : A freehold land measuring approximately 217, square metre located in Penang and held under Lot No. 2838, Geran No. Hakmilik 1272, Mukim 18, Daerah Timor Laut, Negeri Pulau Pinang Proposed Disposal : Proposed disposal by IISB to JPSB of the Property at the Disposal Price RM and sen : Ringgit Malaysia and sen, respectively Rights Share(s) : New ordinary shares of RM0.50 each in Ivory issued pursuant to the Rights Issue with Warrants. Rights Issue with Warrants : Renounceable rights issue of 186,000,000 Rights Shares at an issue price of RM0.55 per Rights Share together with 186,000,000 new free detachable warrants which was completed on 2 May 2012 Shareholders Approval : Obtaining the approval of the shareholders of Ivory for the Proposed Disposal State : The Penang State Authority - ii -

5 DEFINITIONS (cont d) Unconditional Date : The date the last of the Conditions Precedent in the SPA is fulfilled more particularly spelt out under the SPA under section 2.5 in this Circular Valuation Report : Valuation report dated 15 June 2015 prepared by the Valuer Valuer : Henry Butcher Malaysia (Penang) Sdn Bhd, being the independent registered valuer for the Land. The Valuer was appointed on 15 July Warrants : New free detachable warrants issued pursuant to the Rights Issue with Warrants Any reference in this Circular to any enactment or guidelines is a reference to that enactment or guidelines as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. Reference to persons shall include corporations, unless otherwise specified. Any discrepancies in the tables included in this Circular between the amount listed, actual figures and the totals thereof are due to rounding. All reference to you in this Circular are to the shareholders of Ivory. - iii -

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7 TABLE OF CONTENTS CIRCULAR TO THE SHAREHOLDERS OF IVORY IN RELATION TO THE PROPOSED DISPOSAL CONTAINING: Page 1. INTRODUCTION 1 2. THE PROPOSED DISPOSAL Details of the Proposed Disposal Background Information on IISB and JPSB Disposal Price Information on the Property Salient Terms and Conditions of the SPA Particulars of All Liabilities to be Assumed Utilisation of Proceeds Cash Company or Practice Note 17 ( PN17 ) Company RATIONALE FOR THE PROPOSED DISPOSAL RISK FACTORS Failure and / or Delay in the Approval from The Authorities and / or 11 Parties 4.2 Contractual Risk FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL Share Capital and Substantial Shareholders Shareholding Earnings and EPS Net Assets and Gearing APPROVALS REQUIRED HIGHEST PERCENTAGE RATIO ESTIMATED TIME FRAME FOR COMPLETION INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS 13 CONNECTED TO THEM 10. DIRECTORS RECOMMENDATION OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING COMPLETION EGM FURTHER INFORMATION 14 APPENDICES APPENDIX A APPENDIX B APPENDIX C VALUATION CERTIFICATE ON THE PROPERTY FURTHER INFORMATION LAND ACQUISITION PLAN INCORPORATING LOCATION OF PROPERTY AND ACCESS LAND NOTICE OF EGM FORM OF PROXY ENCLOSED ENCLOSED

8 Ivory Properties Group Berhad (Company No M) (Incorporated in Malaysia) Registered Office: Suite 16-1 (Penthouse Upper), Menara Penang Garden 42A, Jalan Sultan Ahmad Shah, Penang 3 November 2015 Board of Directors: Dr Aravinachan A/L Kunjamboo (Chairman/Independent Non-Executive Director) Dato Low Eng Hock (Group Chief Executive Officer) Dato Ooi Chin Loo (Executive Director) Ooi Choi Kiat (Non-Independent Non-Executive Director) Loh Chye Teik (Independent Non-Executive Director) Lim Hock Siu (Independent Non-Executive Director) To: The Shareholders of Ivory Properties Group Berhad Dear Sir/ Madam, PROPOSED DISPOSAL OF A PIECE OF FREEHOLD LAND MEASURING APPROXIMATELY 217, SQUARE METRE LOCATED IN PENANG AND HELD UNDER LOT NO. 2838, GERAN NO. HAKMILIK 1272, MUKIM 18, DAERAH TIMOR LAUT, NEGERI PULAU PINANG BY IVORY INDAH SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF IVORY PROPERTIES GROUP BERHAD FOR A TOTAL CASH CONSIDERATION OF RM150,000, INTRODUCTION On 14 January 2015, the Board announced that IISB, a wholly-owned subsidiary of Ivory, had on even date entered into the SPA for the Proposed Disposal. The purpose of this Circular is to provide you with the details and information pertaining to the Proposed Disposal and to seek your approval on the ordinary resolution to be tabled at the forthcoming EGM of the Company. The Notice of EGM together with the Form of Proxy is enclosed in this Circular. SHAREHOLDERS OF IVORY ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL AT THE FORTHCOMING EGM. 2. THE PROPOSED DISPOSAL 2.1 Details of the Proposed Disposal The Proposed Disposal involves the disposal by IISB to JPSB of the Property at the Disposal Price

9 2.2 Background Information on IISB and JPSB Background information on IISB IISB was incorporated as a private limited company in Malaysia under the Companies Act, 1965 on 20 September The present authorised share capital of IISB is RM5,000, comprising 5,000,000 ordinary shares of RM1.00 each of which 2,000,000 shares of RM1.00 each were issued and fully paid-up. IISB is a wholly-owned subsidiary of the Company. The principal activity of IISB is property development. The Directors of IISB are Dato Low Eng Hock and Mr Loh Chin Chuen Background information on JPSB JPSB was incorporated as a private limited company in Malaysia under the Companies Act, 1965 on 24 November The present authorised share capital of JPSB is RM400, comprising 400,000 ordinary shares of RM1.00 each. The total issued and paid-up share capital of JPSB is RM400, comprising 400,000 ordinary shares of RM1.00 each. Directors and Shareholders Shareholding in JPSB No. of JPSB shares % Soh Chooi Lai 399, Chow Lai Goh 1 * Total 400, Note: * negligible The principal activities of JPSB are real estate investment and property development. 2.3 Disposal Price Basis and Justification of Arriving at the Disposal Price The Property is sold based on the assumption that it is with legal access and the Disposal Price was arrived at on a willing buyer and willing seller basis after having considered the following: (a) (b) (c) (d) The Property is land-locked in that there is no legal access to the said Property and application for legal access to the Property has yet to be granted approval; The indicative market value of the Property of RM160,000,000 as reported by the Valuer using comparative method of valuation as set out in the Valuation Certificate under Appendix A to this Circular. The Disposal Price represents a discount of RM10.0 million or 6.25% to market value. The discount is to optimise time cost necessary to unlock the value of this pocket-sized Property given the nature of its terrain which could necessitates additional time for development planning approvals.; 90% of the terrain of the Property is hilly and the contour of this portion of the land is 80 metres above sea level. The Property is zoned as Perumahan Ketumpatan Rendah with a density development of 6 units per acre; and The cost anticipated to be incurred by Ivory for acquisition of the Access Land for the purpose of legal access to the Property as defined under section 2.5 to this Circular. Whilst Ivory will endeavor its best to obtain the State approval for the Access Land, it is unable to provide definitive quantification of the cost at this juncture in time. On the basis that the Property is sold with legal access, both Vendor and Purchaser agreed for Vendor to assume full responsibility for the cost of securing legal access to the Property. The Vendor offered, as a business decision, the 6.25% discount as a concession to spur the Purchaser s investment on the said Property

10 Manner of Payment The Disposal Price is also referred to as Purchase Price particularly under this sub-section shall be settled to the Vendor by instalments in the following manner: No. Instalments Paid / Payable Percentage (%) of Purchase Price Amount (RM) 1 Deposit The total of 1 st Deposit and 2 nd Deposit described below: 10.00% 15,000,000 (a) The 1st Deposit of Ringgit Malaysia Seven Million Five Hundred Thousand (RM7,500,000.00) only comprising of:- (i) Ringgit Malaysia One Million (RM1,000,000.00) only paid by the Purchaser to the Vendor prior to the execution of this Agreement on 23 October 2014 as earnest payment; and (ii) Ringgit Malaysia Six Million Five Hundred Thousand (RM6,500,000.00) only now paid by the Purchaser to the Vendor upon execution of this Agreement on 14 January (b) The 2 nd Deposit of Ringgit Malaysia Seven Million Five Hundred Thousand (RM7,500,000.00) only to be paid by the Purchaser to the Vendor within 14 days upon the following being complied by the Vendor: (i) the Unconditional Date as defined below; and (ii) the Purchaser s Solicitors receipt from the Vendor s Solicitors of the redemption statement from the Vendor s Financier showing the redemption sum is less than the Balance Purchase Price of Ringgit Malaysia One Hundred Thirty Five Million (RM135,000,000.00) only. 2 Balance Purchase Price is payable within three (3) months from the Unconditional Date, (hereinafter referred to as the Completion Period ) with an extension of two (2) months (hereinafter referred to as the Extended Completion Period ) subject to late payment interest at the rate of six point five per centum (6.5%) per annum on the unpaid portion of the Balance Purchase Price from the expiry of the Completion Period until the date of actual payment during the Extended Completion Period as the case may be. 0.67% 1,000, % 6,500, % 7,500, % 135,000,000 Total % 150,000,000 The term, Unconditional Date, as defined under line 1(b)(i) in the table above, carries the same definition as extracted from the SPA more particularly outlined under the italised paragraph marked 3.5 in section 2.5 of this Circular. The late payment interest at 6.5% per annum is agreed upon mutually by both the Vendor and Purchaser during negotiations and is well within the range of the Group s borrowings cost

11 The Balance Purchase Price will first go towards settlement of the amount due to the Vendor s Financier, CIMB Bank Berhad ( CIMB ), upon receipt of the redemption statement and as of today, the redemption sum is estimated to be at RM40,000, Ivory do not foresee any issue with the timely redemption of the Property. 2.4 Information on the Property The Property is a freehold land measuring approximately 217, square metre located in Penang and held under Lot No. 2838, Geran No. Hakmilik 1272, Mukim 18, Daerah Timor Laut, Negeri Pulau Pinang. The Property was acquired by IISB on 6 August 2007 with the title transfer to IISB concluded in The net book value of the Property is RM64,821, based on the audited financial statements of IISB as at 31 March 2015 and is inclusive of land cost of RM53,000, IISB had submitted an application for legal access via Lot 1877, Section 2, Town of Georgetown, District of Timur Laut, Penang to Pejabat Daerah Dan Tanah Daerah Timur Laut on 23 June 2014 and the application is pending approval. Following payment of Application Fee for acquisition and Acquisition Deposit to PDT, the application has been submitted to Unit Perancangan Ekonomi Negeri ( UPEN ) and is presently pending State consideration and approval. As stated in the SPA, Ivory will endeavour its best to obtain the State approval for the Access Land. The Property is presently charged to CIMB to secure the banking facilities granted by CIMB to IISB. The Balance Purchase Price, after payment of redemption sum due to CIMB of about RM40,000,000.00, will only be released to the Vendor 30 days from the date of the presentation of the discharge of the encumbrance from CIMB. The Property shall be disposed free from all charges, encumbrances, Caveat(s) and Prohibitory Order(s) or other legal impediments with vacant possession but otherwise subject to all conditions of title whether expressed or implied contained in the document of title to the Property and to the conditions and restrictions in the SPA and those as implied by the National Land Code, There are 3 Court Orders registered on 5 September 2013 and presented on the Property bearing Presentation Nos. 0799B , 0799B and 0799B , which were granted in favour of IISB following strike-out of suits with cost filed by Ng Kok Kean, Markend A/L Dalpatram and IB Capital Sdn Bhd ( IB Capital ) (collectively the Defendants ) respectively. The Defendants had filed private caveats on the Property on 19 February 2009, 28 September 2008 and 13 November 2006 respectively. The private caveats were removed prior to the execution of the SPA and there were no appeals against the said Court Orders as at LPD. IB Capital, a private limited liability company, has filed a suit against IISB seeking a declaration that the transfer of the Property from Krishna Kumar T.N. Sharma (the previous land owner) to IISB was null and void and alternatively for payment of a sum of RM10,256, as at 31 August 2008 with interest and damages. The Court of Appeal struck out the Writ and Statement of Claim with costs by IB Capital on 23 July 2015 on the ground of no proper cause of action against IISB. IB Capital has since filed a Leave to Appeal to the Federal Court with hearing to be held in January Despite the Leave to Appeal, Ivory is of the opinion that there is no significant impact towards the valuation as the basis of valuation is free from all encumbrances and endorsement as stated in the SPA

12 Details of the Property is as tabulated: Item Description Lot No. : 2838 Mukim 18, District of Timor Laut, Pulau Pinang Title No. : Geran 1272 Property type : Vacant land and zoning for the location is residential Postal address : NA Year of completion / age : NA Tenure : Freehold Land area : 217, sq. metres (2,344,069 sq. ft.) Net lettable area : NA Date of acquisition : 6 August 2007 Cost of acquisition : RM53,000, Category of land use : Building Existing use : Vacant land Latest valuation : 15 June 2015 Encumbrances : 3 private caveats were entered by various parties as follows: (a) Private caveat entered into by CIMB on 7 August 2013 bearing Presentation No. 0799B to protect interest as the Vendor s Financier. (b) Private caveat entered by JPSB on 22 January 2015 bearing Presentation No. 0799B as a notice of intention to purchase the Property. (c) Private caveat entered into by Krishna A/L T.N. Sharma ( Plaintiff ) on 12 February 2015 bearing Presentation No. 0799B arising from a legal suit against IISB claiming for a declaration that the sale and purchase agreement for the Property between him and IISB is abrogated and that the Property be transferred back to him. This case was struck out on 8 September 2015 as Plaintiff did not attend the Case Management. As at LPD, Plaintiff has filed an application for Reinstatement. CIMB has entered a charge on 5 September 2013 bearing Presentation No. 0799SC Endorsements : 3 Court Orders registered on 5 September 2013 bearing Presentation Nos. 0799B , 0799B and 0799B respectively. A valuation report dated 15 June 2015 was issued by the Valuer, an independent firm of professional valuers registered with The Board of Valuers, Appraisers and Estate Agents, Malaysia

13 The Valuer have assessed the Market Value of the Property at RM160,000, The Market Value was derived using the comparison method only as other alternative methods such as residual method, cost method, investment method or profit method are not applicable given that the Property comprises a parcel of development land without development approval or approved layout plan by the local authority as at the date of valuation. The Valuer relied on the following sale evidence in arriving at its opinion of the Market Value using the comparison method: Address of property Lot Nos. 3622, 3624, 3625 and 3626, all within Mukim 18, District of Timur Laut, Pulau Pinang Location Type of property Comparable 1 Comparable 2 Comparable 3 Off Persiaran Halia 3, Mount Erskine, Tanjung Tokong, Penang 4 adjoining parcels of hilly residential development land Lot Nos. 471 & 472, both within Mukim 17, District of Timur Laut, Pulau Pinang Along Persiaran Tanjung Bungah 3, Tanjung Bungah, Penang 2 adjoining parcels of hilly residential development land Lot Nos & Lot 1584 and Lot 1561, Section 3, Town of Ayer Itam, all within District of Timur Laut, Pulau Pinang Air Itam town centre 3 parcels of undulating and hilly development land Transaction date 23 October May September 2013 Tenure Freehold Freehold Freehold Net land area 434,486 sq ft 420,600 sq ft 1,022,743 sq ft Consideration RM35,000, RM31,544, RM112,501, Land sold on as is basis without vacant possession Base Value RM81 per sq ft RM75 per sq ft RM110 per sq ft Adjustments Adjustments were made for time (market improvement), location, size, terrain (contour), zoning and squatters compensation between the Property and the comparables. Adjusted value RM68 per sq ft RM71 per sq ft RM80 per sq ft The Valuer concluded that, post adjustments made, the total average adjusted land value of the comparables would be a reasonable benchmark as they are similar in nature. As such, the Valuer adopted RM70 per sq ft to be the fair value market rate for the computation of the Market Value of 100% undivided share of the Property. 2.5 Salient Terms and Conditions of the SPA The salient terms of the SPA, as extracted from the SPA, include among others, are as set out below. All definitions in this section shall have the same meaning as in the SPA: (i) Majlis Perbandaran Pulau Pinang ( MPPP ) is the registered proprietor of that property identified as Lot No. 1877, Seksyen 2, Bandar George Town, Daerah Timor Laut, Negeri Pulau Pinang held under Geran No. Hakmilik (hereinafter referred to as Lot 1877 )

14 (ii) (iii) The Vendor has proposed to the Pejabat Daerah Dan Tanah Daerah Timur Laut (hereinafter referred to as PDT ) for PDT to acquire part of Lot 1877 measuring approximately square metre which is delineated and shaded GREY in the Land Acquisition Plan attached as Appendix C hereto for the purpose of legal access to the Said Property (hereinafter referred to as the Access Land ). The Vendor has made an application via a letter dated 23 June 2014 (hereinafter referred to as Application ) to PDT (inter alia) enclosing payment of the Acquisition Fee and the Acquisition Deposit to PDT for PDT to acquire the Access Land pursuant to Section 3(1)(b) of the Land Acquisition Act MANNER OF PAYMENT 2.1 Provided That the Conditions Precedent under Clause 3 have been fulfilled in the manner in accordance with such Clause 3 and subject always to Clause 11A hereof, the balance purchase price of the sum specified in Section 8 of the First Schedule hereto (hereinafter referred to as the Balance Purchase Price ) shall be paid in full by the Purchaser to the Vendor s Solicitors within the time period or the extended time period specified in Section 9 of the First Schedule hereto (hereinafter referred to as the Completion Period or the Extended Completion Period as the case may be). 2.2 The date on which the Balance Purchase Price is paid within the Completion Period or the Extended Completion Period shall hereinafter be referred to as the Completion Date. 3. CONDITIONS PRECEDENT 3.1 This Agreement shall be conditional upon the fulfilment of the following conditions precedent (hereinafter collectively referred to as the Conditions Precedent ) within nine (9) months from the date of this Agreement (the said period of 9 months is hereinafter referred to as the Conditional Period ):- (i) the Application to PDT for PDT to acquire the Access Land as legal access to the Said Property is completed as evidenced by:- (a) the Vendor s receipt of the confirmation/acceptance letter from PDT requesting for payment of the balance of the Acquisition Price and the Vendor making payment of the said sum to PDT. In this respect, the Vendor shall produce to the Purchaser s Solicitors evidence of such payment made to the PDT and upon such production, this condition shall be deemed to have been complied by the Vendor; and (b) all condition(s) imposed by the State Authority (including but not limited to the payment of consideration of the Access Land) have been fulfilled and complied by the Vendor and this condition shall be deemed satisfied by the Vendor upon the issuance of a written confirmation by a professional Surveyor mutually appointed by the Vendor and the Purchaser confirming that the Application to PDT for PDT to acquire the Access Land as the legal access to the Said Property is completed and validly secured for the purpose of the development of the Said Property and all condition(s) imposed by the State Authority (including but not limited to the payment of consideration of the Access Land) have been fulfilled and complied by the Vendor. (ii) The Civil Suit is settled out of court or a court order is obtained in favour of the Vendor in relation to the injunction sought by IB Capital Sdn. Bhd. and IB Capital Sdn. Bhd. did not appeal or the appeal period allowed has lapsed and upon the delivery to the Purchaser s Solicitors of a sealed copy of the Consent Judgement if the Civil Suit is settled out of Court or if there is no such settlement, upon the expiry of the appeal period with no appeal filed by IB Capital Sdn. Bhd. after the court order has been obtained in favour of the Vendor, this condition shall be deemed to have been complied with by the Vendor; and - 7 -

15 (iii) The Vendor (being a wholly owned subsidiary of a listed company, Ivory Properties Group Berhad) has obtained the approval of the shareholders of Ivory Properties Group Berhad for the sale of the Said Property by the Vendor to the Purchaser and upon the delivery to the Purchaser s Solicitors of a certified true copy of the resolutions passed by the shareholders approving the same, this condition shall be deemed to have been complied with by the Vendor. 3.2 Notwithstanding the foregoing provision of this Clause 3 or anything to the contrary contained herein, in the event any other restraining order or injunctive relief or any further encumbrances(s) caveat(s), Prohibitory Order(s) or other legal impediments, other than as disclosed in this Agreement (hereinafter referred to as Other Impediment(s) ) is obtained against the Vendor which affects the Said Property or is made against the Said Property:- (a) (b) after the date of this Agreement but before the expiry of the Conditional Period or the Extended Conditional Period (as defined hereinafter), as the case may be; or after the expiry of the Conditional Period or the Extended Conditional Period (as defined hereinafter), as the case may be, but before the Completion Date, the parties hereto hereby expressly agree that the Other Impediment(s) shall be deemed one of the Conditions Precedent under Clause 3.1 and be fulfilled in accordance with Clause 3.1(ii) or (iii) hereof provided that if the time period for compliance of such condition within the Conditional Period or the Extended Conditional Period (as defined hereinafter) is less than six (6) months, the parties hereto hereby expressly agree that the time period for satisfaction of such condition shall instead be within six (6) months from the date of the Vendor being notified in writing of the Other Impediment(s) and notwithstanding the same, for the purpose of this Agreement, such time period of six (6) months shall also be referred to as the Conditional Period. For avoidance of doubt, it is hereby agreed that the payment of the Balance Purchase Price due under Clause 2 herein is suspended until the Other Impediment(s) being the Condition Precedent has been fulfilled in accordance with Clause 3.1(ii) or (iii) hereof and the Unconditional Date (as defined hereinafter) is triggered. 3.3 In the event that any or all the Conditions Precedent is/are not fulfilled/satisfied on the last day of the Conditional Period, the said period shall be extended automatically for a period of three (3) months upon the expiry of the Conditional Period. Such extended period shall be referred to as the Extended Conditional Period. 3.4 In the event that any or all of the Conditions Precedent is/are not fulfilled/satisfied on the expiry of the Extended Conditional Period, the Purchaser shall have the option to either:- (a) (b) accept such of the Condition(s) Precedent which has/have not been fulfilled/satisfied, in which event such Condition(s) Precedent shall be deemed fulfilled by the Vendor and the Purchaser shall continue with and complete the purchase of the Said Property by the Completion Date in accordance with the terms hereof; or terminate this Agreement, in which event the Purchaser shall forthwith return and procure the Purchaser s Solicitors and/or the Purchaser s Financier and/or the Purchaser Financier s Solicitors, to forthwith return to the Vendor all relevant and available documents given to any of them by the Vendor or the Vendor s Solicitors with the Vendor s interest intact and to forthwith execute documents for the withdrawal/removable of any private caveat and encumbrances lodged by or attributable to the Purchaser and/or the Purchaser s Financier or any other persons claiming under or through any of them against the Said Property and in returning such documents in exchange for the refund of the 1 st Deposit together with interest computed at three percent (3%) per annum on the sum of the 1 st Deposit (hereinafter referred to as the Interest ) and thereafter, neither Party shall have any claim nor action whatsoever against the other under or arising from this Agreement

16 3.5 The date the last of the Conditions Precedent is fulfilled in accordance with Clause 3.1 or Clause 3.2 or is deemed to have been fulfilled in accordance with Clause 3.4(a) within the Conditional Period or the Extended Conditional Period, as the case may be shall be referred to as the Unconditional Date in this Agreement and this Agreement shall become unconditional on the Unconditional Date. The basis for the payments made in relation to the Access Land is as provided by the PDT to IISB and payments will be funded by internally generated funds. Section 8 of the First Schedule as referenced in Clause 2.1 in the extract of the SPA above refers to the Balance Purchase Price of Ringgit Malaysia One Hundred Thirty-Five Million (RM135,000,000.00) only and this is equivalent to 90% of the Purchase Price. The time period or the extended time period specified under Section 9 of the First Schedule as referenced in Clause 2.1 in the extract of the SPA above concerned the Completion Period or the Extended Completion Period as the case may be with definitions as tabulated under sub-item 2 in the table under section of this Circular. Clause 11A as mentioned in the extract of the SPA above is a general clause on default by Vendor in connection with the SPA. In the event of Vendor s failure to complete the Proposed Disposal for any reason save and except for such reasons attributable to the Purchaser or its nominee(s) or the Purchaser s Financier and that the Purchaser is willing and able to complete and pay the Balance Purchaser Price, the Purchaser is entitled to remedy at law or in equity for specific performance of the SPA and all costs and expenses incurred in exercising such right to be paid by the Vendor or termination of the SPA with right to refund of Deposit Sum and all other monies paid towards the Purchase Price and a sum equivalent to 10% of Purchase Price as agreed liquidated damages within seven days from demand by Purchaser in exchange for the return of all relevant and available documents with Vendor s interest intact and withdrawal of caveat and all encumbrances by the Purchaser. Both Vendor and Purchaser agreed that if Vendor s inability to comply with its obligations arose from the occurrence of any issues arising out of or incidental or related to the Conditions Precedent or the Other Impediments and the breach is not due to neglect, omission, refusal or default of Vendor, this shall not be construed as a default by Vendor. In such event of termination of SPA, Vendor shall only be required to refund the Deposit Sum with interest and all other monies paid towards the Purchase Price in exchange for all relevant and available documents with Vendor s interest intact and withdrawal of caveat and encumbrances attributable to Purchaser. The interest rate of 3% per annum on the sum of the 1 st Deposit to be returned to the Purchaser in the event of termination of the SPA as stated in clause 3.4(b) of the extract of SPA was based on average interest rate for fixed deposit for a one (1) month tenure offered by commercial banks in Malaysia and mutually agreed between Vendor and Purchaser. 2.6 Particulars of All Liabilities to be Assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by JPSB pursuant to the Proposed Disposal. 2.7 Utilisation of Proceeds The gross proceed arising from the Proposed Disposal would be utilised by the Group mainly for repayment of borrowings, working capital and to defray estimated expenses in relation to the Proposed Disposal of which the details are as set out below: - 9 -

17 Details of Utilisation Note RM 000 % of utilisation Repayment of borrowings & interest Estimated expenses in relation to the Proposed Disposal Estimated timeframe for utilisation of proceeds from the date of receipt of the Proposed Disposal 1 40, Within 6 months 2 6, Within 6 months Working Capital 3 104, Within 12 months Total 150, Notes: 1. This is for the settlement of the term loan together with the accrued interest expense due to CIMB, the financier of the Property. The total borrowings of Ivory Group as at LPD is about RM280,000, The savings in interest expense from the repayment of bank borrowing of RM40.0 million arising from the proceeds of the Proposed Disposal is about RM3,500, per annum. 2. The estimated expenses in relation to the Proposed Disposal comprised mainly of professional fee, inclusive of valuation and legal advisory, in relation to the SPA. 3. Working capital comprised of the following with the management to determine the exact ratio of utilisation: No. Category Amount earmarked (RM) (i) Group general operation expenses covering payment of staff salaries, payment of group income taxes and other administrative expenses; 44,000,000 (ii) Financing for business expansion to secure new jointventure 30,000,000 agreement and land acquisition. (iii) Retention of cash by the Group for a strong balance sheet 30,000,000 and provide increased financial flexibility. Total 104,000, Cash Company or Practice Note 17 ( PN17 ) Company The Proposed Disposal is not expected to result in the Company becoming a cash company or PN17 company. 3. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal enables Ivory Group to realise and unlock the value of the Property, which is not generating any income for the Group presently, at a discounted price to market value ascribed by the Valuer. The Purchase Price is at a discount of about 6.25% as the Property is without development approval or approved layout plan from the local authority as at the date of valuation. Upon completion, the Proposed Disposal is expected to result in a net gain of approximately RM38,000, representing about 8.53 sen per ordinary share based on Ivory s weighted average issued and paid up share capital. Detailed information is as outlined under section 5.2 in this Circular

18 Ivory s immediate crystallisation of the value of its land bank, through the Proposed Disposal, will improve its operating cash flow and strengthens its financial standing. The proposed utilisation of proceeds of about RM40,000, to retire bank borrowing from CIMB will pare down the Group s total borrowings and reduce its gearing level. The proforma effects of the Proposed Disposal on gearing of Ivory Group are as set out under section 5.3 in this Circular. Also, the Proposed Disposal is an avenue to generate cash flows to fund general operations and future development projects, to seek other potential investment and facilitate any expansion plan for its current business activities. 4. RISK FACTORS The Proposed Disposal is not expected to change the risk profile of Ivory Group. However, the Proposed Disposal is subject to various risks as outlined below: 4.1 Failure and / or Delay in the Approval from The Authorities and / or Parties The completion of the Proposed Disposal is conditional upon, inter-alia, the obligations and covenants of the SPA as stated in section 2.5 of this Circular being satisfied and/or varied as the case maybe. There can be no assurance that the Proposed Disposal will not be exposed to risks such as the inability to fulfil the obligations and conditions and/or inability to obtain the approvals from the relevant authorities, if any. If any of the conditions precedent of the SPA is not fulfilled or not waived by the respective parties, including the failure to secure the approval from the shareholders of the Company or the relevant authorities within the period of time set out in the SPA, the Proposed Disposal may be delayed or terminated. Nevertheless, the management shall use its best endeavours to ensure every effort is made to satisfy the conditions precedent amongst others, to obtain the approval from the shareholders of the Company for the Proposed Disposal in a timely manner. 4.2 Contractual Risk The Group may be subjected to certain contractual risks such as specific performance or payment of liquidated damages as a result of non-fulfilment of its obligations under the SPA. Nevertheless the Group will endeavour to ensure full compliance in relation to its part of the obligations under the SPA. 5. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 5.1 Share Capital and Substantial Shareholders Shareholding The Proposed Disposal will not have any effect on the issued and paid-up share capital of Ivory and the substantial shareholders shareholding in Ivory as no new Ivory Shares will be issued pursuant to the Proposed Disposal. 5.2 Earnings and EPS The Proposed Disposal is expected to have no material effects on the net assets of Ivory Group save for a one-off net gain on disposal of about RM38,000, The said net gain will be recognised, upon completion in December 2016, in the financial year ending 31 March The basis of arriving at the gain from the Proposed Disposal and the effect on the EPS are as follows:

19 Amount (RM) Purchase Price 150,000, less: Carrying value of the Property and related expenditure Estimated provision for income tax / real property gains tax (net of deferred tax) Estimated expenses in relation to Proposed Disposal 94,000, ,000, ,000,000 Net gain from Proposed Disposal 38,000, Issued share capital EPS from Proposed Disposal (sen) Share capital as at LPD 445,527, Fully diluted share capital assuming the full exercise of the Warrants 631,527, Note: The estimated expenses in relation to the Proposed Disposal comprised mainly of professional fee, inclusive of valuation and legal advisory, in relation to the SPA. 5.3 Net Assets and Gearing The proforma effects of the Proposed Disposal on the consolidated net assets and gearing of Ivory Group based on its audited consolidated financial statements for 18 months financial period ended 31 March 2015 and on the assumption that the 186,000,000 detachable Warrants had been effected as at that date, the proforma effects on the NA and gearing of the Ivory Group are as set below: Audited as at 31 March 2015 (RM 000) (A) After the Proposed Disposal (RM 000) After (A) and assuming full exercise of the Warrants (b) (RM 000) Share capital 204, , ,764 Warrant reserves 27,900 27,900 - Share Premium ,800 Retained earning 170, , ,735 Total equity 402, , ,299 No. of Ivory Shares in issue ( 000) 445, , ,527 Net assets per share (RM) Total borrowings 299,345 (a) 259, ,345 Gearing ratio (times)

20 Notes: (a) Utilisation of RM40,000, to retire bank borrowing from CIMB as disclosed earlier. (b) Assuming full exercise of the 186,000,000 Warrants issued pursuant to the Rights Issue with Warrants. Each Warrant carries the entitlement to subscribe for one (1) new Ivory Share at the exercise price of RM0.75 per Warrant and at any time during the 5-year exercise period from 27 April 2012 to 26 April 2017, subject to the adjustments in accordance with the provisions of the deed poll dated 15 March 2012, constituting the Warrants. Any Warrants not exercised during the exercise period will thereafter lapse and cease to be valid for any purpose. 6. APPROVALS REQUIRED The Proposed Disposal is subject to the following approvals being obtained: (i) (ii) (iii) Shareholders of Ivory at an Extraordinary General Meeting to be convened; Application for Land Access to PDT; and Any other relevant authorities/parties, as required. The Proposed Disposal is neither conditional upon nor inter-conditional with any other corporate exercises undertaken or to be undertaken by Ivory. 7. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g)(iii) of the Main Market Listing Requirements of Bursa Securities is 37.39%. 8. ESTIMATED TIME FRAME FOR COMPLETION The applications to the relevant authorities are expected to be made within the expected time frame from the date of the announcement made to Bursa Securities. Barring any unforeseen circumstances and subject to the fulfilment of all conditions precedent as set out in the SPA, the Board expects the Proposed Disposal to be completed by December The tentative timetable in relation to the Proposed Disposal is as follows: Tentative date Event 25 November 2015 EGM 31 December 2016 Completion of the Proposed Disposal This included settlement of all legal impediments in relation to the Property and obtaining State approval for Legal Access. Ivory has factored in longer time frame to address the legal impediments including removal of caveats and encumbrances in relation to the Property and approval for Access Land as court hearing dates and tabling of application for Access Land are at the discretion of parties to which Ivory has no control. The relevant announcements will be made in due course. 9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders and/or persons connected to Directors and/or persons connected to the major shareholders of the Company and of the Group has any interest, direct or indirect, in the Proposed Disposal

21 10. DIRECTORS RECOMMENDATION The Board, having considered all aspects of the Proposed Disposal and in particular to the rationale for the Proposed Disposal set out in Section 3 of this Circular is of the opinion that the Proposed Disposal is in the best interest of the Ivory Group and is not detrimental to the shareholders of Ivory. Accordingly, the Board recommends that you vote in favour of the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM. 11. OUTSTANDING PROPOSALS ANNOUNCED BUT PENDING COMPLETION As at the LPD, save for the Proposed Disposal, there are no other proposals which have been announced but pending implementation. 12. EGM The Notice convening the EGM is enclosed together with this Circular. The EGM will be held at Auditorium, Ivory Penang Times Square, Jalan Dato Keramat, George Town, Penang, Malaysia on Wednesday, 25 November 2015 for the purpose of considering and, if thought fit, passing the resolution to give effect to the Proposed Disposal. If you are unable to attend and vote in person at the EGM, please complete, sign and return the enclosed Form of Proxy for the EGM in accordance with the instruction thereon, to reach the Company s Registered Office at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A Jalan Sultan Ahmad Shah, Penang not less than forty-eight (48) hours before the time stipulated for holding the EGM or at any adjournment thereof. The lodgement of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. 13. FURTHER INFORMATION Shareholders are advised to refer to the attached Appendices in this Circular for further information. Yours faithfully For and on behalf of the Board of IVORY PROPERTIES GROUP BERHAD Dr Aravinachan A/L Kunjamboo Chairman/Independent Non-Executive Director

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23 APPENDICES

24 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY

25 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY (CONT D)

26 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY (CONT D)

27 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY (CONT D)

28 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY (CONT D)

29 APPENDIX A VALUATION CERTIFICATE ON THE PROPERTY (CONT D)

30 APPENDIX B FURTHER INFORMATION 1. RESPONSIBILITY STATEMENTS This Circular has been reviewed and approved by the Board who collectively and individually accept full responsibility for the accuracy of the information given. The Board hereby confirms that after making all reasonable enquiries and to the best of their knowledge and belief there are no other facts the omission of which would make any statement in this Circular false or misleading. 2. CONSENTS AND DECLARATION OF CONFLICT OF INTEREST The Valuer has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name, valuation certificate and all references thereto in the form and context in which they appear in this Circular. Further thereto, the Valuer has also given its written confirmation that it is not aware of any conflict of interest which exists or is likely to exist in its role as the Valuer in respect of the Proposed Disposal. 3. MATERIAL COMMITMENTS AND CONTINGENT LIABILITIES There is no material commitment incurred or known to be incurred as at the LPD that has not been provided for which upon becoming enforceable, may have a material impact on the results or financial position of the Ivory Group. Save as disclosed below, there is no other contingent liabilities incurred or known to be incurred by the Ivory Group as at LPD which upon becoming due or enforceable may have a material impact on the Ivory Group:- Nature of Contingent Liabilities Corporate Guarantees to financial institutions as security for facilities granted to certain subsidiaries Group (RM 000) 267, MATERIAL CONTRACTS Save as disclosed below, neither the Company nor its subsidiaries have entered into any material contracts (not being contracts entered into in the ordinary course of business of the Group) within two (2) years preceding the LPD. (a) On 23 October 2013, TTG Holdings Sdn. Bhd. ( U), a wholly-owned subsidiary of Ivory, entered into a Sale and Purchase Agreement with Aspen Vision Development Sdn Bhd ( H) ( AVD ) to dispose of all those pieces of freehold land held under Lots Nos (Geran Mukim No. 20), 3625 (Geran Mukim No. 21), 3626 (Geran Mukim No. 22) and 3622 (Geran Mukim No. 23), Mukim 18, Tempat Mt Erskine, Tg. Tokong, Daerah Timur Laut, Negeri Pulau Pinang, measuring approximately hectares for a total cash consideration of RM35,000, The instrument of title and related transfer documents for registration of the freehold land in favour of AVD was presented to the State Land Office on 12 June The sale of the freehold land was completed as at LPD