CREST BUILDER HOLDINGS BERHAD ( CREST BUILDER OR COMPANY ) PROPOSED DISPOSAL BY NEPFIELD SDN BHD ( NEPFIELD OR VENDOR ), A WHOLLY- OWNED SUBSIDIARY OF CREST BUILDER, OF A PARCEL OF FREEHOLD LAND LOCATED IN MUKIM OF BATU, DAERAH OF KUALA LUMPUR, NEGERI WILAYAH PERSEKUTUAN KUALA LUMPUR FOR A TOTAL CASH CONSIDERATION OF RM34,000,000 ( PROPOSED DISPOSAL ) 1. INTRODUCTION On behalf of the Board of Directors of Crest Builder, we wish to announce that on 28 June 2018, Nepfield, a wholly-owned subsidiary of Crest Builder, had entered into a Sale and Purchase Agreement ( SPA ) with Sunrise Pioneer Sdn Bhd ( Sunrise Pioneer or Purchaser ) for the proposed disposal of a parcel of freehold land held under Geran Mukim 1059 Lot 1863, Tempat Sungei Teba, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 1.189 hectares in area and bearing postal address at Off Jalan Kiara 5, Mont Kiara, Kuala Lumpur ( Land ) for a total cash consideration of RM34,000,000 ( Disposal Consideration ). 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Basis of arriving at the Disposal Consideration The Disposal Consideration was arrived at on a willing-buyer willing-seller basis after negotiations between Nepfield and Sunrise Pioneer. A valuation on the Land was undertaken by Messrs Amax Valuer Sdn Bhd on 14 June 2018. The market value of the Land was assessed to be RM34,000,000. 2.2 Salient terms of the SPA The salient terms of the SPA are as follows: (i) The Disposal Consideration shall be paid by the Purchaser satisfied in cash as follows: (a) (b) the sum of RM10,200,000 being thirty percent (30%) of the Disposal Consideration, to be paid to the Vendor upon the execution of the SPA as deposit ( Deposit ); the balance sum of RM23,800,000 being seventy percent (70%) of the Disposal Consideration, to be paid to the Vendor s solicitors as stakeholders on or before the expiry of the completion period which is fourteen (14) days from the unconditional date or on or before 30 August 2018, whichever is later and includes any extension thereof pursuant to the terms of the SPA and such extended period as may be mutually agreed between both parties in writing; 1
2. DETAILS OF THE PROPOSED DISPOSAL (CONTINUED) 2.2 Salient terms of the SPA (Continued) (ii) The Proposed Disposal shall be conditional upon the fulfilment of the following condition precedent ( Condition Precedent ): (aa) (bb) (cc) (dd) the Vendor shall have obtained the approval from its board of directors and shareholders (where required) for the sale of the Land to the Purchaser upon the terms of the SPA; the Purchaser shall have obtained the approval from its board of directors and shareholders (where required) for the acquisition of the Land from the Vendor upon the terms of the SPA; the Purchaser shall have, at its own cost and expense, conducted and completed an investigation on the soil condition of the Land and such investigation reveals that the soil condition of the Land is satisfactory for the Purchaser s purposes; and in the event the sale of the Land from the Vendor to the Purchaser will result in the dilution in the ownership of the Land held by Bumiputera interest and/or government agency, the Purchaser shall have, at its own cost and expense, obtained the written approval from the Economic Planning Unit of the Prime Minister s Department ( EPU ) for the acquisition of the Land from the Vendor; (iii) In the event that the Condition Precedent is not fulfilled within the period of three (3) months from the date of the SPA and includes such extended period as may be mutually agreed between both parties in writing ( Conditional Period ), the Vendor shall within seven (7) days from the last day of the Conditional Period, refund to the Purchaser the Deposit and all other sums of monies paid by the Purchaser to the Vendor towards the Disposal Consideration under the provisions of the SPA, free of interest. The Purchaser shall, at its own cost and expense, withdraw and/or procure the withdrawal of any and all caveat(s) lodged by the Purchaser and the Purchaser s financier over the Land and the Purchaser shall return or procure the return of the original title deed which may have been released to the Purchaser, the Purchaser s solicitors, the Purchaser s financier or the Purchaser s financier s solicitors to the Vendor with the interest of the Vendor in the Land remaining intact. In the case where vacant possession of the Land has been delivered to the Purchaser, the Purchaser shall re-deliver vacant possession of the Land to the Vendor in substantially the same state and condition as the Land was delivered to the Purchaser. Thereafter the SPA shall be null and void and of no further effect whatsoever and neither party shall have any claim whatsoever against the other save for antecedent breaches, if any. The Vendor shall thereafter be at liberty to sell or otherwise deal with the Land in any manner as the Vendor deems fit without reference to the Purchaser. 2
2. DETAILS OF THE PROPOSED DISPOSAL (CONTINUED) 2.3 Details of the Land The Land comprises a parcel of freehold land held under Geran Mukim 1059 Lot 1863, Tempat Sungei Teba, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur measuring approximately 1.189 hectares in area and bearing postal address at Off Jalan Kiara 5, Mont Kiara, Kuala Lumpur. The Land falls under jurisdiction of the Kuala Lumpur City Hall and within locality commonly known as Mont Kiara. It is sited off the right side of Jalan Kiara 3, travelling from Segambut towards Hartamas. The city centre of Kuala Lumpur is located approximately 10 kilometres due south-east of the Land. Desa Park City, a self-contained township is located about 10 kilometres due north-south of the Land. The Land is a rectangular shaped parcel of land situated at the second layer off Jalan Kiara 3 and is accessible from Kuala Lumpur city centre either from Jalan Kuching or Jalan Ipoh via Jalan Kiara 3 thereon passing through Lot 1589. Alternatively, it is also accessible from Sprint Highway by exiting onto Jalan Desa Kiara and Jalan Kiara 3 through Lot 1589. Properties in the immediate vicinity comprise mainly vacant parcels of development land, double storey terraced houses and high rise flatted development. Further information on the Land is as follows: Description of the Land Geran Mukim 1059 Lot 1863, Tempat Sungei Teba, Mukim Batu, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan Kuala Lumpur Land area 1.189 hectares Existing use of the Land Vacant Category of land use Express condition Tenure Tidak Nature of cultivation: General Selamalamanya dinyatakan Special condition: Nil Based on the latest audited financial statements of Nepfield for the financial year ended 31 December 2017, the carrying amount of the Land is RM11,561,111. As at the date of this announcement, the Land is free from encumbrances. 2.4 Original cost of investment The Land was originally acquired by Nepfield on 14 June 2004 for a purchase price of RM6,200,000. 2.5 Expected gain or loss on the Proposed Disposal Crest Builder and its subsidiaries ( Crest Builder Group ) expect to realise an expected gain on disposal, net of tax, of approximately RM15.24 million from the Proposed Disposal. 2.6 Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Proposed Disposal. 3
3. BACKGROUND INFORMATION ON CBSB AND FOSTER ESTATE 3.1 Nepfield Nepfield was incorporated in Malaysia under the Companies Act, 1965 on 12 September 2002. Nepfield is principally engaged in property investment and property development. Nepfield is a wholly-owned subsidiary of Crest Builder. 3.2 Sunrise Pioneer Sunrise Pioneer was incorporated in Malaysia under the Companies Act, 1965 on 19 November 1998 with its registered address at 19-2, Mercu UEM, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpur and place of business at Level U2, Block C5, Solaris Dutamas, No. 1, Jalan Dutamas 1, 50480 Kuala Lumpur. Sunrise Pioneer is principally a property development company. 4. PROPOSED UTILISATION OF PROCEEEDS The expected gross proceeds of RM34,000,000 arising from the Proposed Disposal are expected to be utilised within one (1) year from date of completion of the Proposed Disposal for working capital purposes. The Proposed Disposal is not expected to result in the Company becoming a cash company or a PN17 issuer under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ). 5. RATIONALE FOR THE PROPOSED DISPOSAL Based on the Disposal Consideration, Crest Builder Group would be able to realise an immediate expected gain on disposal, net of tax, of approximately RM15.24 million. In addition, the cash proceeds from the Proposed Disposal will be utilised for the purposes stated under Section 4 of this announcement. 6. EFFECTS OF THE PROPOSED DISPOSAL 6.1 Issued and paid-up share capital The Proposed Disposal will not have any effect on the issued and paid-up share capital of the Company. 6.2 Shareholdings of substantial shareholders The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholders of the Company. 6.3 Earnings per share Crest Builder Group expects to realise an expected gain on disposal of approximately RM15.24 million for the financial year ending 31 December 2018. As such, the Proposed Disposal is expected to improve Crest Builder Group s earnings per share for the financial year ending 31 December 2018. 4
6. EFFECTS OF THE PROPOSED DISPOSAL (CONTINUED) 6.4 Net assets per share and gearing The proforma effects of the Proposed Disposal on the net assets per share and gearing of Crest Builder Group based on the audited consolidated financial statements of Crest Builder for the financial year ended 31 December 2017 are as follows: Group Audited After the Proposed 31 December 2017 Disposal RM RM Share capital 181,190,804 181,190,804 Treasury shares (5,795,292) (5,795,292) Reserves 249,045,651 264,290,407 (1) Equity attributable to owners of the Company / Net assets 424,441,163 439,685,919 Loans and borrowings 657,904,743 657,904,743 Number of ordinary shares in issue (net of treasury shares) 170,691,557 170,691,557 Net assets per share 2.49 2.58 Gearing (times) 1.55 1.50 Notes: (1) Assuming an expected gain on disposal of approximately RM15.24 million arising from the Proposed Disposal. 7. RISK FACTORS Except for the general risks such as non-completion of the SPA, the Board of Directors is not aware of any anticipated risk arising from the Proposed Disposal. 8. APPROVALS REQUIRED Save as disclosed in Section 2.2(ii) of this announcement, the Proposed Disposal is not subject to the approval of any other authorities and/or parties. 5
9. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders and/or persons connected to them has any interest, direct or indirect, in the Proposed Disposal. 10. DIRECTORS STATEMENT The Board of Directors of Crest Builder, having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company. 11. PERCENTAGE RATIOS Based on the audited consolidated financial statements of Crest Builder for the financial year ended 31 December 2017, the highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the MMLR is the aggregate value of the Disposal Consideration over the net assets of the Company, which amounts to approximately 8.0%. 12. EXPECTED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by the end of second half of year 2018. 13. DOCUMENTS AVAILABLE FOR INSPECTION The SPA and independent valuation report with respect to the Land are available for inspection at Crest Builder s registered office at No. 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 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 28 June 2018. 6