PROPOSED ACQUISITION OF THE REMAINING 49% STAKE IN GEOGRAPHE BAY MOTEL UNIT TRUST AND 50% INTEREST IN WHITEMARK PTY LTD BY KAH AUSTRALIA PTY. LTD, WHOLLY-OWNED SUB-SUBSIDIARY OF OHB FROM INAPO PTY. LTD ("PROPOSED ACQUISITION") 1. INTRODUCTION The Board of Directors of OHB ("Board") wishes to announce that Kah Australia Pty. Ltd. (ACN: 052 003 139) ("Kah Australia" or the "Purchaser"), a wholly-owned sub-subsidiary had, on 31 December 2013, entered into an Agreement For Sale of Shares and Units ("Agreement") with Inapo Pty. Ltd (ACN: 008 903 482) ("Inapo" or the "Vendor") and Whitemark Pty Ltd ( Whitemark ) as Trustee for The Geographe Bay Motel Unit Trust ( Whitemark or Trustee ), for the proposed acquisition of the remaining 49% stake and 50% interest in Geographe Bay Motel Unit Trust ( GBM Trust ) and Whitemark respectively from Inapo ( Proposed Acquisition ) on an "as is where is basis", based on the total purchase consideration of AUD7,815,502 (or approximately RM22.791 million equivalent) arranged as follows : cash consideration of AUD554,244 to the Vendor; and advance of AUD7,261,258 to GBM Trust for the settlement of loan due to Vendor from GBM Trust. Further details of the Proposed Acquisition are set out in the ensuing sections. 2. INFORMATION ON THE PARTIES TO THE AGREEMENT Kah Australia Pty. Ltd (ACN: 052 003 139) ( Kah Australia ) Kah Australia is an Australian proprietary company limited by shares with its address at 90 William Street, Woolloomooloo, New South Wales 2011. Kah Australia is wholly-owned by Kah Motor Company Sdn Bhd ( KMC ) which in turn is a wholly-owned subsidiary of OHB. The paid-up share capital of Kah Australia is AUD37,715. The Directors of Kah Australia are Dato Seri Loh Cheng Yean, Dato Robert Wong Lum Kong, Dato Seri Lim Su Tong, Dato Sri Tan Hui Jing, Khoo Kay Jee, David Stavert, Datin Loh Ean and Tan Kheng Hwee. Inapo Pty. Ltd (ACN: 008 903 482) ( Inapo ) Inapo is an Australian proprietary company limited by shares with its address at Unit 1, AMD House, 30 Wellington Street, Bunbury, Western Australia 6230, as trustee for the Loh Trust. The total paid-up capital of Inapo is AUD6.00 consisting of 6 issued units of shares of AUD1.00 each, each held by The Estate of Loh Kah Kheng, Loh Kar Bee, Datin Loh Ean, Dato Seri Loh Cheng Yean, The Estate of Loh Phoy Yen and The Estate of Loh Gim Ean. The Directors of Inapo are Dato Loh Cheng Yean, Dato Robert Wong Lum Kong, Dato Seri Lim Su Tong, Loh Kar Bee, Tan Kheng Hwee, Ma Soo Lai. Geographe Bay Motel Unit Trust (ABN: 70 539 495 493) ( GBM Trust ) GBM Trust is a Unit Trust established and domiciled in Australia. The total paid-up capital of GBM Trust is AUD1,300,000 consisting of 1,300,000 Ordinary Units of AUD1.00 each. GBM Trust is currently held 51% by Kah Australia and 49% by Inapo. GBM Trust is managing the Bayview Georgraphe Resort, a resort located at 557 Bussell Highway, Broadwater, Western Australia 6280 ( Property ). Whitemark Pty. Ltd (ACN: 008 966 121) ( Whitemark ) Whitemark, a company incorporated in Australia, is the Trustee for the GBM Trust. Its address is at Unit 1, AMD House, 30 Wellington Street, Bunbury, Western Australia 6230. The paid up capital of Whitemark is AUD4.00 consisting of 4 Ordinary Shares of AUD1.00 each, held equally by Kah Australia and Inapo respectively. Whitemark is the registered proprietor of the said Property. OHB-A131230-Acq-GeoBayResort-F 1 of 5
3. DETAILS OF THE PROPOSED ACQUISITION The Proposed Acquisition involved the acquisition of the remaining 49% stake in GBM Trust consisting of 637,000 Ordinary Units of AUD1.00 each in the GBM Trust for AUD554,242 and the balance 2 Ordinary Shares of AUD1.00 each in Whitemark for AUD2.00 as Whitemark is both Trustee to the GBM Trust and registered proprietor of the Property. GBM Trust is managing the Property, which is a 3-3½ storey bungalow style resort located just outside the City of Busselton, approximately 235 kilometres south of central Perth, Western Australia, Australia. Improvements to the resort consist of 82 villas / bungalows; 30 tower rooms; a function centre; restaurant complex and numerous other resort type facilities. The details of the Property are as follows: Title No. Certificate of title volume 2524 Folio 465 Lot No. Tenure Market value Registered Proprietor Audited Net Book Value of land and buildings as at 31 December 2012 Original cost of land and buildings and date of investment Lot 110 / DP28883 Term in perpetuity AUD15.950 million based on the valuation report dated 31 December 2012 carried out by Aon Risk Solutions Whitemark Pty Ltd AUD8.440 million AUD15.624 million on 31 December 2007 The Property is to be sold to the Purchaser free of all charges, liens and encumbrances with effect from the Settlement Date which will be the date the Agreement is executed by all parties. 4. SALIENT TERMS OF THE AGREEMENT The salient terms of the Agreement, as extracted from the Agreement, include, among others, are as set out below. All definitions in this section shall have the same meaning as in the agreement. 3. Agreement To Purchase: 3.1. In consideration of the Purchase Price, the Vendor agrees to sell to the and the Purchaser agrees to purchase the Units and the Shares with effect from the Settlement Date free of all charges, liens and encumbrances. 3.2. The covenants set out in Part I of the Third Schedule to the Act shall be implied in favour of the Purchaser in relation to the Units and the Shares as if the Vendor were expressed to convey and transfer the same as beneficial owner. 4.1 On the Settlement Date: 4.1.1 the Vendor shall cause the Australian Securities and Investments Commission to be notified of the change in details of the persons in relation to whom the Business Name is registered; 4.1.2 the Purchaser shall pay to the Vendor or any other person nominated in writing by the Vendor, the Purchase Price and any other moneys payable by the Purchaser on settlement; OHB-A131230-Acq-GeoBayResort-F 2 of 5
4.1.3 against payment of the Purchase Price, the Vendor shall deliver to the Purchaser certificates for the Units and the Shares and duly executed registrable transfers for the Units and the Shares; 4.1.4 subject to the payment by the Purchaser of Duty on the instruments of transfer of the Units and the Shares, the Vendor shall do all things reasonably within its power to cause the Purchaser to be duly registered as the holder of the Units and the Shares; 4.1.5 the Purchaser shall lend to the Trustee the amount of AUD7,261,258, which the Trustee agrees to forthwith disburse to the Vendor in repayment of the Vendor s debit loan account in the Trust fund. 5. BASIS OF ARRIVING AT THE CONSIDERATION The purchase consideration for the Proposed Acquisition will be satisfied by cash and internally generated funds of Kah Australia. The consideration is arrived at based on a willing-buyer willing-seller basis, after taking into consideration the net book value of the Property and the current valuation of the Property commissioned by Whitemark to obtain its market value. 6. RATIONALE FOR THE PROPOSED ACQUISITION / PROSPECTS OF ASSETS TO BE ACQUIRED Acquisition of GBM Trust will give Purchaser full access to the 25 acres of beach front land currently occupied by the Property. The Property has potential for further expansion to cater for incoming tourists. The Property is currently zoned for commercial (resort/hotel) use. 7. LIABILITIES TO BE ASSUMED There are no liabilities, including contingent liabilities and guarantees, to be assumed by OHB pursuant to the Proposed Acquisition. 8. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION Share Capital The Proposed Acquisition will not have any effect on the issued and paid-up share capital of OHB as it does not involve any allotment or issue of new securities of OHB. Net Assets The Proposed Acquisition is for long term investment and will not have material effect on the Group s Net Assets. Earnings The Proposed Acquisition will not have any effect on OHB s earnings per stock. Substantial Stockholding The Proposed Acquisition will not have any effect on the stockholding of the substantial stockholders of OHB as it does not involve any allotment or issue of new OHB s stocks. Highest Percentage Ratio The highest percentage ratio applicable to the Proposed Acquisition as per Paragraph 10.02(g)(iii) Chapter 10 of the Main Market Listing Requirements is 0.496%. OHB-A131230-Acq-GeoBayResort-F 3 of 5
9. RISK FACTOR The Board does not foresee any material risks pursuant to the Proposed Acquisition except for the political and economic risks and inherent business risk factors associated with Hospitality industry. 10. APPROVAL OF SHAREHOLDERS AND RELEVANT GOVERNMENT AUTHORITIES The Proposed Acquisition does not require the approval of stockholders of the Company and approval from other authority. 11. INTEREST OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH DIRECTORS OR MAJOR SHAREHOLDERS None of the directors and / or major stockholders and / or person connected with a director or major stockholder have any interest, direct or indirect, in the Proposed Acquisition, save as disclosed below: (a) Dato Seri Loh Cheng Yean by virtue of her being a Director and stockholder of OHB, a Director of Kah Australia as well as a Director and shareholder of Inapo. Her person connected, Ms Tan Kheng Hwee, is her Alternate Director in OHB as well as a Director of both Kah Australia and Inapo. (b) Dato Robert Wong Lum Kong, DSSA, JP by virtue of him being a Director and stockholder of OHB as well as a Director of both Kah Australia and Inapo. His person connected, Datin Loh Ean is a Director of Kah Australia and shareholder of Inapo. (c) Dato Seri Lim Su Tong by virtue of him being is a Director and stockholder of OHB, a Director of both Kah Australia and Inapo and one share in Inapo held by The Estate of Loh Phoy Yen, his late spouse. (d) Dato Dr Tan Chong Siang by virtue of him being a Director and stockholder of OHB and the one share in Inapo held by The Estate of Loh Gim Ean, his late spouse. His person connected, Dato Sri Tan Hui Jing, is his Alternate Director in OHB and a Director of Kah Australia. (e) Datuk Loh Kian Chong by virtue of him being a Director and major stockholder of OHB. His person connected, Loh Kar Bee, is a Director and shareholder of Inapo. (f) Dato Seri Loh Cheng Yean and Dato Robert Wong Lum Kong DSSA, JP, Dato Seri Lim Su Tong and Dato Dr Tan Chong Siang are in-laws relationships. Datuk Loh Kian Chong is their nephew. 12. STATEMENT BY THE BOARD OF DIRECTORS AND AUDIT COMMITTEE Premised upon the rationale as described under item 6 above, the Audit Committee and the Board, save for the interested Directors, are of the view that the Proposed Acquisition is in the best interest of OHB Group and is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders given the potential of the land and future income stream from the Property. OHB-A131230-Acq-GeoBayResort-F 4 of 5
13. ESTIMATED TIME FRAME FOR COMPLETION The Proposed Acquisition is expected to be completed within 2 months from the date of Agreement. 14. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING TWELVE (12) MONTHS The amount transacted involved the same related parties for the preceding 12 months is RM61.098 million. 15. DOCUMENTS FOR INSPECTION The Agreement will be available for inspection during the normal business hours from Mondays to Fridays (except Public Holidays) at the registered office of OHB at Suite 2-1, 2 nd Floor, Menara Penang Garden, 42A, Jalan Sultan Ahmad Shah, 10050 Penang for a period of three (3) months from the date of this announcement. This announcement is dated 31 December 2013. OHB-A131230-Acq-GeoBayResort-F 5 of 5