ANNOUNCEMENT BINA DARULAMAN BERHAD ( BDB OR THE COMPANY ) PURCHASE OF LAND BY A WHOLLY OWNED SUBSIDIARY OF BDB BDB LAND SDN BHD 1.0 INTRODUCTION The Board of Directors of BDB ( the Board ) wishes to announce that on 14 December 2016, BDB Land Sdn Bhd (hereinafter referred to as BDB Land or Purchaser ) (Company No : 69284-P), a wholly owned subsidiary company of BDB, had entered into a Sale and Purchase Agreement (hereinafter referred to as the SPA ) with Perbadanan Kemajuan Negeri Kedah (hereinafter referred to as PKNK or Vendor ), for the acquisition of parts of land known as GRN 88443, Lot 24873, and GRN 88444, Lot 24874, Bandar Sungai Petani, District of Kuala Muda, Kedah on an as-is-where-is basis for a total consideration of RM4,631,647.68 ( Proposed Acquisition ) subject to the terms and conditions as stated in the SPA. 2.0 DETAILS OF THE PROPOSED ACQUISITION 2.1 INFORMATION ON BDB LAND SDN BHD BDB Land Sdn Bhd is a wholly owned subsidiary of BDB incorporated in Malaysia under the Companies Act, 1965 and having its registered address at Aras 9, Menara Bina Darulaman Berhad, 88 Lebuhraya Darulaman, 08100, Alor Setar, Kedah and its business address at Lot 1, Bandar Darulaman P.O Box 12, 06007, Jitra, Kedah. BDB Land Sdn Bhd is a leading name in Kedah for township development. 2.2 INFORMATION ON PERBADANAN KEMAJUAN NEGERI KEDAH (PKNK) Perbadanan Kemajuan Negeri Kedah (PKNK) is a body corporate incorporated in Malaysia pursuant to the Kedah State Development Corporation Enactment 1965 (Enactment No.5/1965), and having its registered address at Aras 14, Wisma PKNK, Jalan Sultanah Badlishah, Peti Surat 140, 05710 Bandaraya Alor Setar, Kedah Darul Aman. 2.3 PROPOSED ACQUISITION AND INFORMATION OF THE LAND The proposed acquisition involves the acquisition of approximately 13.291 acres of land which forms part of a larger parcel of land held under Title GRN 88443, Lot 24873, and GRN 88444, Lot 24874, Bandar Sungai Petani, District of Kuala Muda, in the State of Kedah Darul Aman, ( Proposed Acquisition ) subject to the terms and conditions of the SPA. 1 P a g e
A summary of the Land is as follows: Title No./Lot No. : Title No. GRN 88443, Lot 24873, and GRN 88444, Lot 24874, Bandar Sungai Petani, District of Kuala Muda, in the State of Kedah Darul Aman Category of land use Land area Registered Owner : Agriculture (Rubber Tree) : 13.291 acres / 578,955.96 sqft : Perbadanan Kemajuan Negeri Kedah ( PKNK ) Land use zoning Status of Land : : Mixed -Housing Freehold 2.4 SALE CONSIDERATION AND PAYMENT METHOD The Sale Consideration of RM4,631,647.68 ( the Purchase Price ) is to be settled as follows : 2.4.1 The Deposit of 10% of purchase price being the sum of RM463,164.76 has been paid upon signing and duly stamped the SPA. 2.4.2 The sum of RM4,168,482.92 equivalent to 90% of the Purchase Price (Balance Sum) will be paid to the Vendor s Solicitors as stakeholders in the following manner:- 2.4.2.1 The sum of RM1,389,494.30 equivalent to 30% of the Purchase Price to be paid from the date the Purchaser obtained approval for the Condition Precedent. 2.4.2.2 The sum of RM2,778,988.61 equivalent to 60% of the Purchase Price to be paid after issuance of the original and duly subdivided individual titles duly registered in the Vendor s name. 2.4.3 The Completion Date for the SPA is twelve (12) months from the date of the Agreement. 3.0 SALIENT TERMS OF THE SPA 3.1 The sale and purchase and the transfer of the Property is conditional upon the followings : 2 P a g e
3.1.1 The Purchaser represents and warrants that they shall at their own cost and expenses submit an application to the relevant authorities for the purpose of subdivision of the land within 14 days from the date of the SPA. 3.1.2 The Purchaser shall at their own costs and expenses obtain approval for subdivision of the Land within six (6) months from the date of SPA. 3.1.3 The Purchaser shall pay the premium payable in respect of Subdivision Approval in order to obtain and extract the issuance of Issue Document of Title free from Encumbrances and shall be of the same category of land use and conditions within 14 days. 3.2 Default by the Purchaser 3.2.1 In the event the Purchaser has breached or failed to observe, comply with the terms and conditions of SPA or failed to perform any of its obligations and undertakings contained in the SPA, the Purchaser shall be entitled as follows :- 3.3 Default by Vendor 4.0 RATIONALE 3.2.1.1 To forfeit absolutely the sum equivalent to 10% of the Purchase Price as agreed liquidated damages; 3.2.1.2 To re-delivery the Vacant Possession of the Property back to the Vendor 3.2.1.3 To remove or cause to be withdrawn all caveats and encumbrances lodged on or entered into against the Land. 3.2.1.4 To return all documents delivered to Purchaser. 3.3.1 In the event the Vendor fails to observe or perform or otherwise be in breach of any of the provision in the SPA, the Purchaser shall be entitled to terminate the SPA whereupon the Vendor shall refund within 14 days all sums paid by the Purchaser, free from interests and a further sum of 10% of the Purchase Price as agreed liquidated damages. 4.1 The proposed acquisition will: 4.1.1 Provide BDB Land an opportunity to optimise its expertise as a property developer; and 4.1.2 Generate profit from the development of the Land. 3 P a g e
5.0 BASIS ON ARRIVING AT THE PURCHASE PRICE The Purchase Price was arrived at on a willing buyer-willing seller based on negotiations with the Vendor and taking into consideration, amongst others, the location on which the Land is situated, the access to the Land and the facility and amenities existing in the Land. 6.0 PROSPECTS The future prospect of the Land has a good accessibility, with direct connection to PLUS and nearby to the housing area and it is very strategic as it is adjacent to BLSB s current township, Darulaman Perdana. It is an advantage to BLSB s development and marketing (as selling point). Besides, it may attract non-malay market since the status of Non-Malay Reserve land. 7.0 EFFECT OF THE PROPOSED ACQUISITION The Proposed Acquisition is expected to contribute positively to the future earnings of the BDB Group for the financial year 2017 2019. 8.0 DIRECTORS AND MAJOR SHAREHOLDERS INTEREST Save as disclosed above, PKNK is the major shareholders of BDB in the Proposed Acquisition and the land is belonging to PKNK. 9.0 STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of BDB, having considered all aspects of the Proposed Acquisition including but not limited to the rationale, fairness of consideration, the SPA and recommendation by the Board Risk Committee, is of the opinion that the Proposed Acquisition is in the best interests of BDB Group and is not detrimental to the interest of the minority shareholders of BDB. The Board of Directors of BDB is of the opinion that the Proposed Acquisition is fair and reasonable. 10.0 PERCENTAGE RATIO The percentage ratio pursuant to Chapter 10 Bursa Malaysia Listing Requirement is 2.35%. Thus, the announcement is made under paragraph 10.05 (2). 4 P a g e
11.0 DOCUMENTS AVAILABLE FOR INSPECTION The Sale and Purchase Agreement is available for inspection at the Registered Office located at Aras 9, Menara BDB, 88 Lebuhraya Darulaman, 05100 Alor Setar, Kedah Darul Aman during normal office hour from Sunday to Thursday (except for public holidays). This announcement is dated 29 December 2016 5 P a g e