1. INTRODUCTION The Board of Directors of GOB wishes to announce that the Company had on 22 December 2015 entered into a share sale agreement ( SSA ) with Batu Kawan Development Sdn Bhd ( BKDSB or Purchaser ) to dispose 51% equity interest in its wholly-owned subsidiary company, Penaga Pesona Sdn Bhd ( PPSB ), comprising 1,326,000 ordinary shares of RM1.00 each ( Sale Shares ) for a total cash consideration of RM41.00 million ( Disp osal Consideration ) ( Proposed Disposal ). 2. DETAILS OF PROPOSED DISPOSAL 2.1 Information on the Purchaser BKDSB was incorporated in Malaysia as a private limited company on 9 October 1999 under the Companies Act, 1965. The authorised share capital of BKDSB is RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each. Its issued and paid-up capital is RM519,867 comprising 519,867 ordinary shares of RM1.00 each. The principal business of BKDSB is property development. 2.2 Information on PPSB PPSB was incorporated in Malaysia as a private limited company on 12 June 2001 under the Companies Act, 1965. The authorised share capital of PPSB is RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each. Its issued and paid-up capital is RM2,600,000 comprising 2,600,000 ordinary shares of RM1.00 each. PPSB is principally engaged in property development. Presently, PPSB has remaining two contiguous parcels of leasehold lands in Batu Kawan, Penang. The said lands are held under various subdivided lots on HS(D) 45491-45493, PT 5251-5253, Mukim 13, Daerah Seberang Perai Selatan, Pulau Pinang measuring approximately 103.3 acres and HS(D) 45956, PT 5258, Mukim 13, Daerah Seberang Perai Selatan, Pulau Pinang measuring approximately 126.0 acres. The lease for both parcels expires on 7 June 2104 and 24 September 2112 respectively. The said lands have been charged to a financing institution for a banking facility. Page 1 of 8
The key financial information of PPSB for the past three financial years ended 31 March 2013 ( FYE 2013 ) to 31 March 2015 ( FYE 2015 ) is as follows:- Key Financial Information FYE 2013 (Audited) (RM million) FYE 2014 (Audited) (RM million) FYE 2015 (Audited) (RM million) Revenue 44.71 10.96 0.09 Profit/(Loss) before tax 8.07 (2.52) (3.41) Profit/(Loss) after tax 5.81 (2.09) (3.22) Accumulated losses (33.34) (35.43) (38.63) Shareholders deficits (30.74) (32.83) (35.53) Paid-up capital 2.60 2.60 2.60 Total borrowings - 30.00 22.00 GOB s investment in the entire issued and paid-up share capital of PPSB was made on 12 February 2007 and the original cost of investment was RM12.00 million. In 2011, GOB s investment in PPSB was increased to RM14.35 million with the subscription of 2,350,000 new ordinary shares of RM1.00 each. Upon completion of the Proposed Disposal, PPSB shall cease to be a subsidiary of GOB. 2.3 Basis of Disposal Consideration The Disposal Consideration of RM41.00 million is calculated at the rate of approximately RM31 per Sale Share. The Disposal Consideration was arrived at on a willing-buyer willing-seller basis between GOB and BKDSB after taking into account the audited shareholders deficit of PPSB of RM35.53 million as at 31 March 2015 based on the audited accounts of PPSB as at 31 March 2015 as well as prevailing value of the remaining undeveloped lands. 2.4 Payment Terms The Disposal Consideration shall be satisfied fully via cash in the following manner: Page 2 of 8
(i) (ii) (iii) On the date of execution of the SSA, the sum of RM4.10 million ( Deposit ), being 10% of the Disposal Consideration, shall be paid by the Purchaser as deposit and as part payment towards the Disposal Consideration for the Proposed Disposal. Within 3 months from the date of the SSA ( Completion Period ), the Purchaser shall pay to its solicitors as stakeholder the balance RM36.90 million of the Disposal Consideration ( Balance Purchase Price ). In the event that the Purchaser is unable to pay the Balance Purchase Price or such part thereof to its solicitors by the expiry of the Completion Period, the Vendor agrees that the Completion Period shall be automatically extended by a period of 3 months from the day following the expiry of the Completion Period ( Extended Completion Period ) subject always to the Purchaser s payment of interest on the outstanding amount of Balance Purchase Price or such part thereof (as the case may be) at the rate of eight percent (8%) per annum calculated on a non-compounding daily basis from the first day of the Extended Completion Period until the date the unpaid portion of the Balance Purchase Price is received by the Purchaser s solicitors. The Balance Purchase Price held by the Purchaser s solicitors as stakeholder shall then be released to the Vendor in accordance with the terms of the SSA. 2.5 Salient Terms of the SSA A. Agreement for Sale Subject to the terms and conditions of the SSA, the Vendor shall sell the Sale Shares and the Purchaser shall purchase the Sale Shares free from any mortgage, charge (whether fixed or floating), pledge, lien, option, debenture, right of pre-emption, right of retention of title or any other form of security interest or any obligation (including any conditional obligation) to create any of the same and together with all rights and benefits that attach (or may in future attach) to them with effect from completion of the Proposed Disposal. B. Put Option The Vendor shall be entitled, at any time before the expiry of 12 calendar months from the date of SSA, to serve upon the Purchaser Page 3 of 8
a notice requiring the Purchaser to purchase from the Vendor the remaining 1,274,000 ordinary shares of RM1.00 each of PPSB, held by the Vendor ( Put Option Shares ) at a total price of RM39.0 million, and the Purchaser shall purchase or procure its nominee to purchase the Put Option Shares. C. Termination (i) In the event the Purchaser fails to make payment in accordance with the SSA, the Vendor may without prejudice to its rights under this SSA, terminate without liability on its part, and (a) the Vendor shall be entitled to forfeit the Deposit absolutely as agreed liquidated damages; and (b) the Vendor shall refund to the Purchaser the balance of all other monies (other than the Deposit) that may have been paid by the Purchaser (as the case may be) towards the Disposal Consideration. (ii) The Purchaser may by written notice given to the Vendor at any time prior to the expiry of the Completion Period or the Extended Completion Period as the case may be, terminate this SSA without any liability: (a) If any fact, matter or event (whether existing or occurring on or before the date of SSA or arising or occurring afterwards) comes to the notice of the Purchaser which constitutes a material breach by the Vendor of the SSA, or would constitute a material breach of any of the warranties given by the Vendor in SSA. (b) In the event that the SSA is terminated pursuant to above: - the Vendor shall refund to the Purchaser the Deposit; and - the Vendor shall refund to the Purchaser the balance of all other monies (other than the Deposit) that may have been paid by the Purchaser (as the case may be) towards the Disposal Consideration. Thereafter, the provisions of the SSA shall cease to be in full force and effect save for such provisions expressed to, or which by their nature shall, survive termination of the SSA and further save that Page 4 of 8
termination of the SSA shall be without prejudice to the respective rights and liabilities of each of the parties accrued prior to termination. 2.6 Liabilities to be assumed by BKDSB There is no liability, including contingent liability and guarantee, to be assumed by BKDSB pursuant to the Proposed Disposal. 2.7 Completion of Proposed Disposal The Proposed Disposal is expected to be completed upon full and final settlement of the Balance Purchase Price within 3 months from the date of SSA which is expected to be by end of first quarter 2016, or an extended period of 3 months from the day following the expiry of the Completion Period. 3. UTILISATION OF PROCEEDS The Disposal Consideration is expected to be utilised in the following manner: Proposed utilisation of Disposal Consideration RM million Estimated timeframe for utilisation Repayment of bank borrowings 15.50 Within 3 months Estimated expenses and taxes 5.00 Within 2 months Working Capital 20.50 Within 6 months Total 41.00 4. RATIONALE PPSB has been making losses since its acquisition in 2007 except for financial years 2012 and 2013. The recent entry of major market players into Batu Kawan s property market coupled with current weak market sentiments have created intense competition and significant challenges for marketing our future development projects in mainland Penang. Given the challenging business condition, the Proposed Disposal represents an opportunity for GOB Group to divest the loss making subsidiary and to redirect its resources to other development projects and investments and at the same time to eliminate exposure to further potential losses which might be incurred by PPSB. Page 5 of 8
5. FINANCIAL EFFECTS 5.1 Share Capital and Substantial Shareholders Shareholdings The Proposed Disposal will not have any effect on the issued and paid-up share capital of GOB and the shareholdings of the substantial shareholders of GOB. 5.2 Earnings, Net Assets and Gearing The proforma effects of the Proposed Disposal on the net assets and gearing of GOB Group, based on the latest audited consolidated financial statements of GOB Group for the financial year ended 31 March 2015 are as follows: Audited as at Proforma 31-Mar-15 After Proposed Disposal RM' million RM' million Share capital 227.34 227.34 Non-distributable Reserves 117.48 117.48 Retained Earnings 94.71 137.96 Shareholders' funds/net Assets 439.54 482.78 Total borrowings 254.09 238.59 Net Assets per share (RM) 0.97 1.06 Gearing (times) 0.58 0.49 The expected earnings arising from the Proposed Disposal is approximately RM43.24 million after taking into account the gain on disposal net of tax and the reversal of post-acquisition losses of PPSB. Accordingly, the net assets position of GOB Group would be increased by approximately RM43.24 million. The Proposed Disposal is expected to reduce the gearing position of GOB Group from 0.58 times to 0.49 times upon the repayment of bank borrowings of RM15.50 million. Page 6 of 8
6. APPROVALS REQUIRED The Proposed Disposal is not subject to our shareholders approval. 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors and/or major shareholders of GOB and/or persons connected with them have any interest, direct or indirect, in the Proposed Disposal. 8. DIRECTORS RECOMMENDATION The Directors of GOB, having considered all aspects of the Proposed Disposal, are of the opinion that the Proposed Disposal is in the best interest of the Company. 9. OTHER MATTERS 9.1 Estimated timeframe for completion The Proposed Disposal is expected to be completed within 3 months from SSA which is expected to be by end of first quarter of 2016 or an extended period of 3 months from the day following the expiry of the Completion Period. 9.2 Percentage Ratio The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 10.12%, computed based on the latest audited consolidated financial statements of GOB for the financial year ended 31 March 2015. 9.3 Documents available for inspection The SSA is available for inspection at the registered office of GOB at No. 1, Jalan Putra Permai 1A, Taman Equine, 43300 Seri Kembangan, Selangor Darul Ehsan during normal office hours from Monday to Friday Page 7 of 8
(except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 22 December 2015. Page 8 of 8