TAKASO RESOURCES BERHAD Type Subject Description Announcement MATERIAL INFORMATION (CHAPTER 9 OF LISTING REQUIREMENTS) 1. Joint Venture for a Mixed Development Project on a parcel of land in Bandar Kuantan, Kuantan, Pahang. 2. Diversification in operations into property development activities. 1. INTRODUCTION The Board of Directors of TRB ("Board") wishes to announce that Takaso Development (Kuantan) Sdn. Bhd. ( TDKSB ), a company in which TRB has a 70% equity interest, had today 1 June 2015 entered into a conditional Joint Venture Agreement ( JVA ) with SSPP Development Sdn Bhd ( SSPP ) in relation to a proposed mixed development on a parcel of land in Bandar Kuantan, Kuantan, Pahang ( the Project ). TDKSB is desirous to develop the said Land into a mixed development and SSPP has agreed to do so for their mutual benefits subject to terms and conditions stated in the JVA. Upon completion of the JVA, TRB foresees that contribution from the Project may be 25% or more of the net profits of TRB and may result in a diversification in the business operations of TRB which TRB will be seeking its shareholders approval in due course. 2. INFORMATION ON THE PROJECT LAND PASDEC Corporation Sdn. Bhd. (Company No. 55031-P) ( PASDEC ) is the registered proprietor of the land held under H.S.(D) 19049, No. PT 57721, Bandar Kuantan, Kuantan, Pahang ( the said Land ) The said Land is a Malay reserved land. The said Land is surrounded by matured shops and residential area. East Coast Mall, Zenith Hotel, Zenith Tower and Stadium Darul Makmur are all within walking distance from the said Land. SSPP will procure the said Land to be transferred to it, and convert the land from Malay reserved land to Non-Malay reserved land and ensure that the said Land is free of all encumbrances and third party interests, within six (6) calendar months from the date of the JVA ( Cut-off Date ).
3. INFORMATION ON JOINT VENTURE PARTNER 3.1 Information on TDKSB Date and place of incorporation Registered office Principal activity Issued share capital Name of directors 24 April 2015, Malaysia 49-B Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka Property development and construction 100 ordinary shares of RM1.00 each 1. Ong Kah Hoe 2. Su Seong Yeen 3. Mohd Zabidi Bin Yaakub Name of shareholders 1. Takaso Resources Berhad (70%) 2. Mohd Zabidi Bin Yaakub (30%) 3.2 Information on SSPP Date and place of incorporation Registered office Principal activity Issued share capital Name of directors 28 February 1995, Malaysia B-68 & 70, Tingkat 1, Jalan Semambu Baru, Kuantan, 25350 Pahang. Contractor, investment and transport 1,000,000 ordinary shares of RM1.00 each 1. Syed Mohd. Faris bin Syed Abu 2. Syed Mohd Fahmie bin Syed Marzuki Name of shareholders 1. Syed Mohd. Faris bin Syed Abu (97.5%) 2. Syed Marzuki bin Syed Abu (2.5%) 4. SALIENT TERMS OF THE JVA 4.1 Conditions Precedent 4.1.1 This joint venture is conditional upon the following conditions having been fulfilled by SSPP on or before the Cut-off Date: (a) (b) procure the said Land to be transferred from PASDEC to SSPP; and convert the said Land into Non-Malay Reserved Land and ensure that the said Land is free of all encumbrances and third party interests. If any of the Conditions Precedent is not fulfilled by SSPP on or before the Cut-off Date, TDKSB may at its sole and absolute discretion extend the Cut-off Date to a further extended period may be fixed by the TDKSB at its sole discretion.
In the event TDKSB does not elect to extend the Cut-off Date, or in the event the Cut-off Date is extended but any of the Conditions Precedent is not fulfilled before the extended Cut-off Date, this JVA shall ipso facto cease and determine. TDKSB shall serve a written notice to notify SSPP of the termination of the JVA and all deposits paid to the Owner pursuant to Section 4.3 below shall be refunded to TDKSB without interest within one (1) month from the date of the termination notice, failing which SSPP shall pay TDKSB an interest at a rate of eight per centum (8%) per annum on a daily basis on the balance outstanding upon expiry of the one (1) month period until the full settlement of the balance outstanding. Thereafter, this JVA shall be terminated and be of no further effect and shall become null and void and neither party shall have any claim against the others for losses arising from this JVA save and except for any antecedent breach. 4.2 Profit and Loss Subject to all requisite approvals consents and permissions being obtained from the appropriate authority, it is hereby expressly agreed and declared that out of all types of building proposed by TDKSB and approved by the appropriate authority to be erected and completed on the said Land, SSPP and TDKSB hereby confirm and agree to share the profit after tax of the Project calculated by way of the gross development value less the development expenditure ( Development Profit ) in the following proportions:- SSPP : 30% TDKSB : 70% Subject always that SSPP entitlement shall not be less than Ringgit Malaysia Seventeen Million (RM17,000,000.00) being minimum consideration amount ( Minimum Consideration ) to be paid by TDKSB to SSPP as consideration for the JVA. Any units are not sold after the date of practical completion shall be distributed to the parties in accordance to the percentage of Development Profit in a fair and equitable manner and market value as determined by an independent valuer to be mutually approved by parties in writing. The consideration shall be deemed satisfied to the extent of the purchase prices or agreed value of the units allocated to SSPP.
4.3 Consideration TDKSB agrees to pay SSPP the Development Profit in the following manner:- (a) (b) (c) (d) the sum of Ringgit Malaysia Five Hundred Thousand (RM500,000.00) upon signing of the JVA ( First Deposit ); the sum of Ringgit Malaysia Four Million Five Hundred Thousand (RM4,500,000.00) upon the unconditional date, the sum of which shall be given to and retained by the solicitors as stakeholder and this sum shall be released by the solicitors to SSPP upon fulfilment of the conditions precedent ( Second Deposit ) and (the First Deposit and Second Deposit shall be hereinafter referred to as the Deposits and shall forms part of the Minimum Consideration); the sum of Ringgit Malaysia Twelve Million (RM12,000,000.00), being part of Minimum Consideration Amount, whether by cash or in kind, upon issuance of Certificate of Completion and Compliance of the building in the JVA project if the project is not falling under The Housing Development (Control and Licensing) Act 1966, or upon withdrawal of surplus monies from the Housing Development Account under Regulation 9 of the Housing Development Account Regulation 1991 in case of Units falling under the Housing Development (Control and Licensing) Act 1966 ( Profits Payment ); and the balance of the consideration shall be paid to SSPP (that is 30% of the Development Profit less Deposits and Profit Payment and/or any advance by TDKSB), whether by cash or in kind, as soon as the defect liability period of the project has expired. 4.4 Financing of the Project TDKSB shall be responsible to secure all financing and loan facilities required and/or necessary for the construction and completion of the Project. SSPP hereby agrees that SSPP shall upon TDKSB s request, charge the said Land to any banks and/or financial institutions as security to secure any financing and loan facilities to be granted to TDKSB for the Project. 4.5 Obligations of TDKSB TDKSB shall :- (a) within six (6) calendar months from unconditional date or any other extended period as may be agreed by the parties, apply to the appropriate authority for the development order and layout plan approval of the said Land; and (b) within six (6) calendar months from the date of receipt of the development order and the layout plan approval by the appropriate authority or any extended period as may be agreed by the parties, prepare such building plan and specifications in relation to the Project for submission to the appropriate authority for the requisite building plan approval failing which SSPP shall have the right to serve a written notice to TDKSB to terminate the JVA and SSPP shall forfeit all Deposits as liquidated and thereafter this JVA shall be terminated and be of no further effect and shall become null and void and neither party shall have any claim against the other except for antecedent breach.
In the event the above mentioned application is not approved by the appropriate authority, TDKSB shall have the right to serve a written notice to SSPP terminating this JVA and SSPP shall refund all Deposits to the TDKSB without interests within one (1) month from the date of the termination notice, failing which SSPP shall pay the TDKSB interest at a rate of eight per centum (8%) per annum calculated on a daily basis on the balance outstanding upon expiry of the one (1) month period until the full settlement of the balance outstanding. Thereafter this Agreement shall be terminated and be of no further effect and shall become null and void and neither party shall have any claim against the other save and except for any antecedent breach. 5. RATIONALE The joint venture is in line with TRB s strategy to grow and diversify its business operations to turn profitable with sustainable growth as well as to balance its income stream from non-traditional sources so as to lessen any future negative industry impact to its traditional business industry. TRB views the joint venture as an opportunity to strengthen its financial earnings via its future development on the Land. Currently, the TRB Group s businesses are very much dependent on global demand trends and economic outlook and TRB sees this joint venture to balance out the over reliance on this as the construction and property development industry in Malaysia is consistently seen to be robust due to the investment preference of locals and even certain foreigners in preferring local real estate investments. 6. PROSPECTS AND RISK FACTORS The outlook of the property development industry is expected to have a direct positive impact on the joint venture. Taking into the account the outlook of the property development industry moving forward and the current efforts undertaken by the Group, the Board is of the view that the prospects of the Group are expected to be positive in the future. The joint venture would subject the Group to risks inherent in the property development business activity which is new to the Group. Such risks may include sensitivity to economic, market and political conditions, financing risk, delays in commencement and completion, competition from other property developer and dependence on key personnel. Any adverse changes in these conditions may have material adverse effects on the Group. These risks are addressed as part of the Group s ordinary course of business. 7. FINANCIAL EFFECTS 7.1 Share Capital and Substantial Shareholders' Shareholdings The joint venture will not have any effect on the issued and paid-up share capital of the Company and substantial shareholders' shareholdings in TRB.
7.2 Net Assets ("NA") The joint venture is not expected to have a material effect on the NA of the TRB Group for the financial year ending 31 July 2015. However, the joint venture is expected to enhance the NA of the Group in future in view of the potential future profit contribution arising from the development of the Land. 7.3 Earnings The joint venture is not expected to have any material impact on the earnings of the TRB Group for the financial year ending 31 July 2015. However, the joint venture is expected to enhance the earnings of the Group in future in view of the potential future profit contribution arising from the development of the Land. 7.4 Gearing The Company intends to fund the joint venture through internally generated funds and/or bank borrowings which has not been finalised, hence the effect of the joint venture on the gearing of the Group cannot be ascertained at this juncture. 8. APPROVALS REQUIRED The joint venture does not require the approval of the shareholders of TRB or any regulatory authorities. However, in line with the requirements under Chapter 10.13 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, TRB will be seeking for the approval of its shareholders for diversification of its operations into the property development activities once TRB foresees that contribution from the Project may be 25% or more of the net profits of TRB. 9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST None of the Directors and/or major shareholders of the Company nor person(s) connected to them have any interest, direct or indirect, in the joint venture. 10. DIRECTORS' STATEMENT The Directors are of the opinion that the Project is in the best interest of the Group after considering, amongst others, the potential financial contribution to the earnings of the Group. This announcement is dated 1 June 2015.