PROPOSED ACQUISITION OF A PARCEL OF FREEHOLD LAND HELD UNDER TITLE NO. GM 288, LOT 822, MUKIM 16, DAERAH SEBERANG PERAI TENGAH, PULAU PINANG BY MULTI-USAGE PROPERTY SDN FROM TEAM FOUR SDN 1. INTRODUCTION The Board of Directors of MUHB ( Board ) wishes to announce that Multi-Usage Property Sdn Bhd ( MUP or the Purchaser ), a wholly-owned subsidiary of MUHB, had, on 15 February 2016, signed a conditional sale and purchase agreement ( SPA ) dated 21 January 2016 with Team Four Sdn Bhd ( Team Four or the Vendor ) for the proposed acquisition of a parcel of vacant freehold land measuring approximately 19,704.14 square meters or equivalent to approximately 212,093.62 square feet held under title No. GM 288, Lot 822, Mukim 16, Daerah Seberang Perai Tengah, Pulau Pinang ( Property ) for a cash consideration of RM8,483,744.72 ( Purchase Consideration ) ( Proposed Acquisition ). 2. INFORMATION OF THE PROPOSED ACQUISITION 2.1 Information on the Vendor Team Four is a private limited company incorporated on 28 November 1978 in Malaysia under the Companies Act, 1965 ( Act ). The present authorized share capital of Team Four is RM4,000,000 comprising 3,000,000 ordinary shares of RM1.00 each and 1,000,000 preference shares of RM1.00 each. The total issued and paid up share capital is RM 4,000,000 comprising 3,000,000 ordinary shares of RM1.00 each and 1,000,000 preference shares of RM1.00 each. Team Four is principally involved in property development. Team Four is currently under a winding up petition filed by the minority shareholders of Team Four due to minority oppression, which include Ang Hwei Chyn ( AHC ) and Ang Ai Way ( AAW ). Both AHC and AAW are Directors of MUHB and collectively have direct and indirect shareholdings of 20.28% in Team Four. Tan Chew Hua ( TCH ), a Director of MUHB, has a total indirect equity interest of 22.85% in Team Four. The Directors of Team Four, as extracted from the records of Suruhanjaya Syarikat Malaysia ( SSM ), are Tan Syn Wei, Siew Long Chai, Khor Ah Hooi, Khor Ke Xin (Alternate Director to Khor Ah Hooi), Choong Mien Min @ Choong Mun Min, Cheong Chiew Yoon, Tan Chiew Ching and Tan Chew Koi. 1 of 12
The shareholders of Team Four and their corresponding shareholding, as extracted from the records of SSM, are as follows: Name No of shares held % of holding Siew Leong Chai 150,000 3.750 Khor Shean Jiunn 80,000 2.000 Sim Ah Nya 1,228,000 30.700 Cheong Chiew Yoon 211,000 5.275 Tan Syn Yi 290,000 7.250 Tan Shu Chin 312,000 7.800 Ang Hwei Keong 200,000 5.000 Choong Mien Min @ Choong Mun Min 245,000 6.125 Khor Ah Hooi 100,000 2.500 Tan Chiew Ching 312,000 7.800 Ang Ai Way 200,000 5.000 Tan Chew Koi 312,000 7.800 Khor Shean Haw 80,000 2.000 Ang Hwei Chyn 200,000 5.000 Khor Ke Xin 80,000 2.000 Total 4,000,000 100.000 Total shares held as tabulated is the sum total of the ordinary shares and preference shares in Team Four. 2.2 Information on the Purchaser MUP is a wholly-owned subsidiary of MUHB and was incorporated on 15 April 1993 in Malaysia under the Act. The present authorized share capital of MUP is RM25,000 comprising 25,000 ordinary shares of RM1.00 each. The total issued and paid up share capital is RM2 comprising 2 ordinary shares of RM1.00 each. MUP is principally involved in the provision of property related management services. The directors of MUP are AHC, AAW, Chong Kheng Seong and Kong Kai Yuen. 2 of 12
2.3 Information on the Property The details of the Property are as follows: Description of the Property : The land held under title GM 288, Lot 822, Mukim 16, Daerah Seberang Perai Tengah, Pulau Pinang Registered Proprietor Category of Land Use Existing Usage : Team Four Sdn Bhd. : Residential and Commercial : The land is presently vacant Land Area Tenure Valuation date and amount Encumbrances Original cost of Investment Date of Investment Approximately 19,709.14 sq. m. or 212,093.62 sq. ft. : Freehold : To be carried out : Lien holder s caveat created in favour of OSK Capital Sdn Bhd ( OSK ) : Approximately RM 500,000 1995 The information on the net book value of the Property is not available to MUHB. 2.4 Basis of determining the Purchase Consideration The Purchase Consideration was arrived at based on negotiations between the Vendor and the Purchaser on a willing-buyer willing-seller basis after taking into consideration among others, the following: (a) (b) (c) The development potential of the Property which is situated next to TF Land Sdn Bhd s ( TF Land ) (a wholly owned subsidiary of MUHB) current development project in Bandar Machang Bubok, Daerah Seberang Perai Tengah, Pulau Pinang. Certain parts of the Property can be amalgamated with part of TF Land s lot for future development. The existing condition of the Property which has been converted and filled. The indicative valuation given by an independent valuer is at least RM40 per sq ft. The Purchase Consideration will be satisfied entirely in cash from internal funds of MUHB and its subsidiary companies ( MUHB Group ). 3 of 12
2.5 Salient terms of the SPA (a) Conditions of sale The SPA is subject to and conditional upon the Vendor obtaining a validation order under Section 223 of the Act (please refer to Section 2.5(b)(ii) of this announcement for more details) and OSK agreeing to accept the tender of the redemption sum and agreeing to release the title to the property within fourteen (14) days from the date of the receipt of the redemption sum together with the relevant documents to withdraw its caveat. In the event the Validation Order is not obtained within six (6) months from the date of the SPA, the Purchaser shall be at liberty to grant another extension of time in writing to the Vendor or to serve a notice to the Vendor to terminate the SPA thereafter the SPA shall be terminated forthwith and the deposit paid by the Purchaser herein shall be refunded to the Purchaser together with whatever accrued interest within thirty (30) days and there shall be no claim against each other. In the event OSK refuses to accept the sum tendered for whatever reason, then the Purchaser has the option to decide whether it wants to continue with the SPA or wish to terminate the SPA. If the Purchaser wish to continue with the SPA, then the Vendor shall at its own costs obtain a court order to compel OSK to deliver the title and all relevant documents to the Vendor in which case the Purchaser shall have no claim whatsoever against the Vendor for any delay in completing the sale. In the event the Purchaser decides to terminate the SPA, then the Vendor s solicitors shall forthwith refund the RM50,000.00 only and the SPA shall come to an end and become null and void and of no further effect and neither party shall have any claim or take any further action or proceedings whatsoever against the other under or in respect of the SPA. (b) Validation Order (i) (ii) (iii) In view of the Penang High Court Companies winding-up petition No. 28NCC-109-08/2014 commenced by the minority shareholders against the Vendor, the Vendor shall within thirty (30) days from the date of the SPA convene an extraordinary general meeting of its members to obtain approval of the sale of the Property. The Vendor shall within twenty-one (21) days of obtaining its members approval apply to Court for a validation order for the sale of the Property under Section 223 of the Act ( Validation Order ). The SPA shall be unconditional upon the Vendor obtaining the Validation Order. 4 of 12
(iv) In the event the Validation Order is not obtained within six (6) months from the date of the SPA or the Vendor fails to comply with item (a) and (b) above for reason not attributable to the Vendor, the Purchaser shall grant another extension of time in writing to the Vendor or to serve the Vendor to terminate the SPA. Thereafter, the SPA shall be terminated and the deposit paid by the Purchaser shall be refunded to the Purchaser together with interest accrued within thirty (30) days and there shall be no claim against each other. (c) Payment The Purchase Consideration shall be payable in the following manner: (i) (ii) Upon execution of the SPA, a deposit of RM50,000 has been paid to the Vendor. The Vendor s solicitors shall release the deposit with interests accrued to the Vendor upon the Vendor obtaining the Validation Order; The balance of the Purchase Consideration of RM8,433,744.72 in the following manner: (aa) (bb) (cc) The payment of retention sum of RM254,512.34 for the payment of Real Property Gain Tax, if required. RM4,620,920.22 to be paid to OSK through the Vendor s solicitors within fourteen (14) days from the Purchaser s solicitors being supplied with a sealed copy of the Validation Order from the Court under Section 223 of Act, and The final balance of the Purchase Consideration to be paid to the Vendor s solicitors within seven (7) days of the presentation of the transfer in favour of the Purchaser. (d) Purchaser s default If the Purchaser shall fail to pay the balance purchase consideration or any part pursuant to Section 2.5(c) of this announcement or if the Purchaser shall neglect or fail to perform any of the term conditions and stipulations on the Purchaser s part to be performed under the SPA, the deposit paid by the Purchaser shall be forfeited to the Vendor as liquidated damages. 5 of 12
Upon forfeiture of the deposit, the SPA shall become null and void and no further effect and neither party shall have any claim or take any further action or proceedings whatsoever against the other in respect of the SPA (save for the return of any documents belonging to the Vendor and the withdrawal of any private caveat lodged by the Purchaser) and the Vendor shall have the right to resell the Property to such person in such manner at such price and on such terms as the Vendor may think fit and the Purchaser shall have no right to any part of the purchase money thereby arising. (e) Vendor s default The Purchaser shall on performing all the terms and conditions and stipulations in the SPA on the Purchaser s part to be performed be entitled either to the remedy at law for specific performance against the Vendor and to all reliefs flowing thereform or to terminate the SPA and claim damages if the Vendor fail to perform any of the terms condition and stipulations on its part to be performed. (f) Consequences of lawful termination (i) (ii) Subject to the provision of the Goods and Services Tax, all monies to be refunded and/or to be paid by the Vendor to the Purchaser under the SPA shall be refunded and/or paid by the Vendor without interest to the Purchaser or the Purchaser s Solicitors and there shall be no costs to the Purchaser s Solicitor. The Purchaser s Solicitors shall return or the Purchaser shall cause the Bank/Financial Institution or its Solicitors to return to the Vendor the memorandum of transfer of the Property, the issue document or title and all relevant documents which have been forwarded to the Purchaser by the Vendor within fourteen (14) days from the date of the termination of the SPA. Upon signing the SPA, MUP s solicitors had informed the Vendor s solicitors, vide a letter dated 15 February 2016, of the following: (a) On the understanding that the Property could be sub-divided, Vendor should then undertake a check with the Survey Department (Bahagian Ukur dan Pemetaan Pulau Pinang) for the sub-divided individual titles and accordingly, forward valid and registrable title in the form of sub-divided Qualified Titles to the Purchaser pursuant to clauses 3(c), 7(a) and 3(a)(ii) of Second Schedule of the SPA. 6 of 12
(b) (c) The area stated in the Property s Title would likely be different from the actual area determined by the surveyor and should it be found so, the Purchase Consideration of the Property shall be adjusted accordingly based on the computation of Ringgit Malaysia Forty (RM40) only per square foot. A request for the Vendor to consent, in writing, to the condition that MUP s purchase of the property is subject to MUHB shareholders approval. 2.6 Liabilities to be assumed by Purchaser There is no liability, including any contingent liability and guarantee, to be assumed by the Purchaser pursuant to the Proposed Acquisition. 3. RATIONALE FOR THE PROPOSED ACQUISITION This Proposed Acquisition is in line with the MUHB Group s plan to increase its land bank for future development. 4. INDUSTRY OVERVIEW AND FUTURE PROSPECTS 4.1 Overview and prospects of the Malaysia economy The Malaysian economy registered a growth of 4.7% in the third quarter of 2015 (2Q 2015: 4.9%). Private sector expenditure continued to be the key driver of growth (4.4%; 2Q 2015: 5.7%), and contributed towards the expansion in domestic demand. In addition, growth was supported by the improvement in public sector spending (2.8%; 2Q 2015: 0.9%) and the turnaround in net exports, which recorded a positive growth during the quarter (3.3%; 2Q 2015: -10.5%). On a quarter-on-quarter seasonally-adjusted basis, the economy grew by0.7% (2Q 2015: 1.1%). Domestic demand expanded by 4.0% in the third quarter of 2015 (2Q 2015: 4.6%). This was driven mainly by private sector activity, which grew by 4.4% (2Q 2015: 5.7%) following continued growth in investment and consumption activities. Public sector expenditure recorded a higher growth of 2.8% in the third quarter (2Q 2015: 0.9%). Public investment turned around to register a positive growth of 1.8% (2Q 2015: -8.0%) due to the improvement in spending on fixed assets by both the Federal Government and public enterprises during the quarter. Public consumption recorded a more moderate growth of 3.5% (2Q 2015: 6.8%), reflecting a slower growth in emoluments and supplies and services. (Source: Economic and Financial Developments in the Malaysian Economy in the Third Quarter of 2015, Bank Negara Malaysia) 7 of 12
Real gross domestic product is expected to register a growth of 4.5% - 5.5% in 2015 (2014: 6%) supported by resilient domestic economic activity. The national income, as measured by the gross national income, is estimated to increase by 5.5% to RM1.13 trillion with income per capita growing by 4.2% to RM36,397 (2014: 8.6%; RM1.07 trillion; 7.2%; RM34,945). The projection for growth in 2016 takes into account concerns over the severity of growth slowdown in emerging markets, particularly China. Other downside risks include declining commodity prices, rising volatility in financial markets and depreciating currencies of emerging economies. Against the backdrop of increased uncertainty in the global economy, growth in the Malaysian economy will be driven by domestic demand, with private expenditures as the main anchor, while public expenditure will increase moderately. Strong economic fundamentals such as benign inflation and stable employment supported by an accommodative monetary policy are expected to support growth. Thus, the Malaysian economy is expected to remain on a steady growth path, expanding between 4% - 5% in 2016. On the supply side, growth though moderating, is expected to be broad-based supported by expansion in all sectors of the economy, led by the services and manufacturing sector. Thus, the nominal gross national income per capita is expected to increase by 5.6% to RM38,438 in 2016 (2015: 4.2%; RM36,397). (Source: Economic Report 2015/2016, Ministry of Finance Malaysia) 4.2 Overview and outlook of the property industry in Pulau Pinang The state s property market performance was moderate in first half ( H1 ) of 2015. The review period registered 11,201 transactions worth RM6.42 billion, down by 11.3% in volume and 2.2% in value against H1 2014. Residential sub-sector continued to propel the overall market, accounting for 69.1% of the state s property market volume. This was followed by the commercial (11.0%), agricultural (9.4%), development land (6.6%) and industrial (3.8%) sub-sectors. Market activity movements across the board varied. Compared to H1 2014, industrial, commercial and development land sub-sectors recorded positive growth of 56.4%, 6.8% and 3.6% respectively. Conversely, residential (-17.5%), and agricultural (- 3.8%) sub-sectors recorded downtrend. Value depicted similar movements as transaction volume. (Source: Property Market Report First Half 2015, National Property Information Centre, Valuation and Property Services Department, Ministry of Finance Malaysia) 8 of 12
4.3 Prospects of the Property The property is located adjacent to the current development project of MUHB group. The property is suitable for the development of terrace houses which are currently in demand in the area. Most of the current projects surrounding the area are mainly shop offices, bungalows and semi-detached houses. 5. RISK FACTORS The risk factors of the Proposed Acquisition (which may not be exhaustive) are set out below: 5.1 Failure and/or delay in the approval from authorities and /or parties The Proposed Acquisition is conditional upon the approvals from the relevant authorities and/or parties as set out in Section 2.5 of this announcement. There is no assurance that the Proposed Acquisition can be completed within the time period under the SPA. In the event that the approvals are not obtained within the time period, unless the parties mutually agree to extend the period, the SPA shall terminate. In this case, MUHB will not be able to acquire the Property for the expansion of its land bank. 5.2 Compulsory acquisition by the Malaysian Government The Malaysian Government has the power to compulsorily acquire any land in Malaysia pursuant to the provisions of the applicable legislation, including the Land Acquisition Act, 1960. In such event, the amount of compensation to be awarded is based on the fair market value of the property and is assessed on the basis prescribed in the Land Acquisition Act, 1960 and any other relevant law. If the Property is compulsorily acquired by the Malaysian Government at a point in time when the market value of the aforesaid land fell lower than the Purchase Consideration, the compulsory acquisition may materially and/or adversely affect the financial results of the MUHB Group. 6. EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital of MUHB and the substantial shareholders shareholding in MUHB as the Proposed Acquisition will not involve any issuance of shares in MUHB. 9 of 12
6.2 Earnings, earnings per share, net assets per share and gearing The Proposed Acquisition will not have any material effect on the earnings, earnings per share, net assets per share and gearing of MUHB for the financial year ending 31 December 2016. 7. APPROVALS REQUIRED The Proposed Acquisition is subject to and conditional upon approvals being obtained from the following: (a) (b) the shareholders of MUHB at an Extraordinary General Meeting ( EGM ) to be convened; and any other relevant regulatory authorities, where required. 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED None of the Directors or major shareholders or person connected with them has any interest direct or indirect, in the Proposed Acquisition except as disclosed below: (a) (b) (c) (d) AHC and AAW are Directors and shareholders (via Angson Sdn Bhd ( ASB ) and Topazvest Temasek Sdn Bhd ( TTSB )) of MUHB and are also the shareholders of Team Four. Ang Kim Cheng @ Ang Teng Kok ( ATK ) (father of AHC, AAW, Ang Hwei Keong and spouse of Cheong Chiew Yoon) is a Director in MUHB. TCH (brother of Tan Chiew Ching and Tan Chew Koi, father of Tan Syn Yi) is a Director in MUHB. AHC, AAW, ATK, TCH (collectively referred to as Interested Directors ) and ASB and TTSB are therefore deemed interested in the Proposed Acquisition. The Interested Directors have abstained and will continue to abstain from deliberating and voting on the Proposed Acquisition at the Board meeting of MUHB. The Interested Directors will abstain and have also undertaken to ensure that any person connected with them will abstain from voting (in respect of their direct and/or indirect shareholdings in MUHB, if any) on the resolution pertaining to the Proposed Acquisition at the EGM to be convened. ASB and TTSB, being the interested shareholders will abstain and have also undertaken to ensure that any persons connected with it will abstain from voting (in respect of its direct and/or indirect shareholdings in MUHB, if any) on the resolution pertaining to the Proposed Acquisition at the EGM to be convened. 10 of 12
9. STATEMENT BY THE AUDIT COMMITTEE After considering relevant aspects of the Proposed Acquisition (including the rationale, effects, prospects and risk factors as well as the terms of the SPA) as available and assuming that the value of the Property to be appraised by the independent valuer will be equal or higher than the Purchase Consideration, the Audit Committee is of the view that the Proposed Acquisition is in the best interest of MUHB Group and its subsidiaries and is fair, reasonable and not detrimental to the interest of the minority shareholders of MUHB Group. 10. TRANSACTIONS WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS There were no other transactions entered into with the related party for the preceding 12 months. 11. DIRECTORS RECOMMENDATION After having considered relevant aspects of the Proposed Acquisition (including the rationale, effects, prospects and risk factors as well as the terms of the SPA) as available and assuming that the value of the Property to be appraised by the independent valuer will be equal or higher than the Purchase Consideration, the Board (save and except for the Interested Directors except TCH who was absent deliberation on the Proposed Acquisition on 15 February 2016 and AHC as well as Cheah Chin Huat who were appointed on 16 February 2016 subsequent to the deliberation on the Proposed Acquisition on 15 February 2016), is of the opinion that the Proposed Acquisition is in the best interest of MUHB and is fair, reasonable and is not detrimental to the interest of the minority shareholders of MUHB. 12. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02(g) of the Bursa Malaysia Securities Berhad s ( Bursa Securities ) Main Market Listing Requirement ( MMLR ) is approximately 13.31% based on the last audited financial statement of MUHB for the financial year ended 31 December 2014. 11 of 12
13. INDEPENDENT ADVISOR The Proposed Acquisition is a related party transaction pursuant to paragraph 10.08 of the MMLR of Bursa Securities. The Board has appointed FHMH Corporate Advisory Sdn Bhd as the Independent Advisor to: (a) (b) (c) advise whether the Proposed Acquisition is fair and reasonable insofar as the non-interested shareholders are concerned; advise whether the Proposed Acquisition is to the detriment of the minority shareholders; and advise the non-interested shareholders on whether they should vote in favour of the Proposed Acquisition. 14. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Acquisition is expected to be completed in the second (2 nd ) quarter of 2016. 15. DOCUMENTS FOR INSPECTION The SPA and a letter from MUHB to Team Four (as mentioned under item 2.5) are available for inspection by the shareholders of MUHB at registered office of MUHB at Suite 16-1 (Penthouse Upper), Menara Penang Garden, 42A, Jalan Sultan Ahmad Shah, 10050 Pulau Pinang during normal business hours From Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 19 February 2016 12 of 12