BERTAM ALLIANCE BERHAD ( BERTAM or THE COMPANY ) PROPOSED DISPOSAL OF AGRICULTURE LAND HELD UNDER HSD 16097, PT 7886, MUKIM GEMENCHEH, DAERAH TAMPIN, NEGERI SEMBILAN MEASURING WITH AN AREA OF 196.3 HECTARES (485.067 ACRES) BY BUDAYA IDENTITI SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF BERTAM, TO PYL AGRICULTURE SDN. BHD. FOR A TOTAL CONSIDERATION OF RM15,522,171.52 ( PROPOSED DISPOSAL ) 1. INTRODUCTION The Board of Directors of Bertam Alliance Berhad ( Bertam or The Company ) wishes to announce that its wholly owned subsidiary, Budaya Identiti Sdn. Bhd. ( BISB or The Vendor ) had on 24 th October 2016 entered into a Sale and Purchase Agreement ( SPA ) with PYL Agriculture Sdn Bhd ( PYL or the Purchaser ) for the disposal of all that piece of agriculture land for a total consideration of RM15,522,171.52 (Ringgit Malaysia Fifteen Million Five Hundred Twenty Two Thousand One Hundred Seventy One And Cents Fifty Two Only) ( Disposal Price ) ( Proposed Disposal ). 2. DETAILS OF THE AGRICULTURE LAND (a) Land Held under HSD 16097, PT 7886, Mukim Gemencheh, Daerah Tampin, Negeri Sembilan (b) Location The said Land is located off KM3, Jalan Kg Sungai Dua Kg Ayer Kuning, Gemencheh, approximately 15km due east of Gemencheh Town and approximately 18 km due west of Gemas Town. (c) Land Area Approximately 196.3 hectares (485.067 acres) (d) Current Usage Currently planted with rubber trees (3 to 4 year old) (e) Category of Land Use Pertanian (f) Tenure of Land Leasehold 99 years expiring on 18 December, 2106 (g) Encumbrances The Land is subject to a legal charge in favour of Hong Leong Bank Berhad of No. 18, Ground Floor, Jalan 14/14, 46100 Petaling Jaya, Selangor DarulEhsan (h) Restriction In Interest Tanah yang diberimilik tidak boleh dipindahmilik, digadai melainkan dengan kebenaran bertulis daripada Pihak Berkuasa Negeri (i) Express Conditions Tanah ini hendaklah digunakan untuk tanaman jangka panjang sahaja (j) Net Book Value as at 31 December 2015 (audited) RM10,141,246 (k) Original Cost of Investment The Original Cost of Investment of the said Land is RM7,172,684 (l) Registered Owner Budaya Identiti Sdn. Bhd. (Company No. 298397-D) 1
3. TOTAL CONSIDERATION 3.1 BASIS FOR DERTERMINING THE CONSIDERATION The Disposal Price was arrived at on a "willing buyer willing seller" basis after having considered - (a) The indicative value of the Land at RM22 million as assessed by the Valuer; and (b) The disposal price of RM32,000.00 per acre. The Land was previously revalue in Year 2012 by Henry Butcher Malaysia ( Henry Butcher ) on a Comparison Approach basis which is the Market Approach of comparing the subject property with similar properties that were either transacted recently or listed for sale within the same location or other comparable localities. In comparing properties, due consideration is given to factors such as location, size, terrain, planning status, improvements and amenities, time element and other relevant factors to arrive at the opinion of value. The Disposal Price is a reflection of the current slow property market conditions due to global market uncertainties. Notwithstanding the above, in comparison to the original cost of investment of RM7,172,684.00, the Disposal Price is higher by RM8,349,487.52 or 53.80 % over the original cost of investment. The total consideration will be satisfied in cash in following manner 3.1.1 Deposit Sum a) A sum equivalent to 7% of the Disposal Price shall be paid to the Vendor; b) A sum equivalent to 3% of the Disposal Price ( Retention Sum ) shall be paid to the Purchaser s Solicitors as stakeholders for the purpose of Vendor s Real Property Gain Tax. 3.1.2 The Balance Disposal Price (RM13,969,954.37) shall be paid to the Vendor s Solicitors by the Completion Date. 3.2 UTILISATION OF PROCEEDS The proceeds from the Proposed Disposal will be utilised to fund strategic development projects by Bertam within the next 12 to 24 months and for payment of expenses in relation to the Proposed Disposal. 4. SALIENT TERMS OF THE SPA 4.1 The Vendor has agreed to sell and the Purchaser has agreed to purchase the Land free from all encumbrances, claims, charges, liens, easements, caveats, trusts, equities and any conflicting interests and restraints whatsoever but subject to all conditions of title affecting the Agriculture Land upon the terms and conditions therein contained in the SPA. 4.2 With vacant possession on Completion. 4.3 Conditions Precedent - 4.3.1 Consent of State Authority (i) This SPA is a conditional sale in the event that - (a) The Purchaser is not a Malaysian citizen or the Purchaser is a foreign company as defined under the National Land Code, 1965 and the Said Property is not subject to the category industry or to any condition requiring its use for industrial purposes; and/or 2
(b) The title of the Said Property has a restriction in interest that it cannot be transferred or sold without the consent of any relevant authority or state Government. (ii) The parties shall upon signing of the SPA make the necessary applications to the relevant authority(ies) for the approval of the sale and transfer of the Said Property in favour of the Purchaser or his nominee(s). All such costs and expenses shall be borne by the Purchaser as regards the application made by a foreigner to purchase the Said Property pertaining (a) above including the registration fee at the Land Registry and by the Vendor as regards the restriction in interest pertaining to (b) above including the registration fee at the Land Registry. (iii) In the event that any or all the consents referred to above is/are not obtained or granted by the relevant authority through no fault of either party, the parties hereto shall make the necessary appeal(s) to the relevant authority to reconsider their rejection and if appeal(s) is /are not successful, the Vendor shall refund all monies paid to him by the Purchaser without interest within two (2) weeks of being notified of such rejection(s) and upon such payment being made this Agreement shall be null and void with nether party having any claim against each other. 4.3.2 Estate Land Board s Approval (i) The SPA are subject to the fulfilment of the following- (a) The Vendor at its own costs and expenses obtaining the approval or consent from the Estate Land Board pursuant to Section 214A of the National Land Code 1965 to transfer the said Lands in favour of the Purchaser ( the Estate Land Board s Approval). (ii) The Vendor shall obtain the Estate Land Board s Approval within 6 months from the date of the SPA failing which an extension of 3 months shall be given by the Purchaser. The parties hereto may by mutual consent extend the time. (iii) In the event that- (a) The Estate Land Board s Approval is not obtained within the time stipulated in Section 4.3.2 above or such longer period as the parties hereto may mutually agreed; or (b) The Estate Land Board rejects the Vendor s application; then in such an event, the SPA shall be treated as frustrated and the Vendor s Solicitor shall within 14 days thereafter refund to the Purchaser the Deposit Sum provided always if the Purchaser had lodged a private caveat, the Purchaser shall at their own cost first remove any private caveat lodged by the Purchaser before any monies are refunded to the Purchaser and upon such refund being made, the SPA shall cease to have any effect and none of the parties hereto shall have any claim against each other in respect of or in the matter arising out of the SPA save and except for any antecedent breach. 5. INFORMATION ON THE PURCHASER PYL Agriculture Sdn. Bhd. (Company No. 1205474-H) ( PYL ), is a company incorporated in Malaysia under Companies Act 1965 and having its registered address at No. 12-2, Jalan PPM 11, Plaza Pandan Malim, Balai Panjang, 75250 Melaka. 3
PYL has an authorised share capital of RM400,000.00 comprising 400,000 ordinary shares of RM1.00 each and an issued and paid-up share capital of RM2.00 comprising 2 ordinary shares of RM1.00 each. The principal activity of PYL is raising, breeding and production of chicken. The Directors and shareholders of PYL are as follows- Name of Directors Pang Yeow Long Ng Siew Chuan Shareholders No. of Shares Held Percentage Pang Yeow Long 1 50% Ng Siew Chuan 1 50% 2 100.00% 6. INFORMATION ON THE VENDOR Budaya Identiti Sdn. Bhd. (Company No. 298397-D) ( BISB ), is a company incorporated in Malaysia under Companies Act 1965 and having its registered address at Lot 4.100, Tingkat 4, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur. It is a wholly-owned subsidiary of Bertam. BISB has an authorised share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each and an issued and paid-up share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each. The principal activity of BISB is investment holding company. The Directors and shareholders of BISB are as follows- Name of Directors Yap Yee May Lim Nyuk Foh Shareholders No. of Shares Held Percentage BERTAM 5,000,000 100% 7. ORIGINAL COST AND DATE OF INVESTMENT The original cost of investment on the Land was RM7,172,684.00 and the original date of investment was on 09.05.1995. 8. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal is an opportunity for the Company to unlock value through monetisation and opportunistic divestments. The Proposed Disposal is expected to strengthen further the balance sheet of the Group. 4
9. FINANCIAL EFFECTS ON THE PROPOSED DISPOSAL 9.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Disposal will not have any effect on the issued and paid up capital of BERTAM and the shareholding of its substantial shareholders. 9.2 Net Assets Per Share ( NA ) and Gearing The Proposed Disposal is expected to contribute positively to the consolidated net assets, earnings and is not expected to have a material impact on the consolidated gearing of BERTAM Group. The Disposal is expected to result in a net gain to BERTAM Group of approximately RM 6.35 million. 9.3 Earnings Per Share ( EPS ) The Proposed Disposal is not expected to have any material effect on the Earnings and EPS of Bertam. 10. LIABITLITES TO BE ASSUMED There are no liabilities to be assumed by the Purchaser pursuant to the Proposed Disposal. 11. RISK FACTORS The Proposed Disposal will not be completed in the event the Conditions Precedent set out in Section 4.3 above are not fulfilled or in the event of a default by either the Vendor or the Purchaser. 12. APPROVAL REQUIRED FROM SHAREHOLDERS AND REGULATORY AUTHORITIES 12.1 The Proposed Disposal is subject to the Estate Land Board and the relevant State consent to transfer (whichever is later) approval as outlined in Section 4.3 12.2 The Proposed Disposal is not subject to the approval of the shareholders of BERTAM or any regulatory authorities apart from those mentioned in Section 4.3 13. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed by 3 months from the date of the Purchaser s Solicitors receive a copy of the estate receipt by Land Board Approval and the relevant State consent to Transfer (whichever is later). 14. HIGHEST PERCENTAGE RATIO The Proposed Disposal is not subject to shareholders approval since the highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 9.22%. 15. DIRECTORS AND/OR MAJOR SHAREHOLDERS INTEREST None of the Directors and/or Major Shareholders of BERTAM and/or persons connected to them have any interest, whether direct or indirect, in the Proposed Disposal. 5
16. DIRECTORS STATEMENT The Board after taking into consideration all aspects of the Proposed Disposal, including but not limited to the rationale, financial effects and the valuation of the Agriculture Land, is of the opinion that the Proposed Disposal is in the best interest of the Company. 17. DOCUMENTS FOR INSPECTION A copy of the SPA and Valuation Report are available for inspection during normal business hours from Monday to Friday (excluding public holidays) at the Company s registered office at Lot 4.100, 4 th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur for a period of three (3) months from the date of this announcement.. This announcement is dated 25 th October 2016 6