MEDA INC BHD ( MEDA INC OR THE COMPANY ) AND ITS SUBSIDIARY COMPANIES ( MEDA GROUP ) PROPOSED DISPOSAL BY NANDEX LAND SDN. BHD., A WHOLLY OWNED SUBSIDIARY OF MEDA OF APPROXIMATELY 85.98 ACRES (347,948.72 SQUARE METRES) OF LEASEHOLD LAND HELD UNDER HS(D) 15026 PT NO. 13679 IN THE MUKIM OF SG. SIPUT, DISTRICT OF KUALA KANGSAR, STATE OF PERAK DARUL RIDZUAN FOR A TOTAL LAND COST OF RM15,003,956.00 [ PROPOSED DISPOSAL ] 1. INTRODUCTION The Board of Directors of Meda Inc ( Board ) wishes to announce that on 11 September 2015, Nandex Land Sdn Bhd ( NLSB or Proprietor ), a wholly-owned subsidiary of Meda Inc, had entered into a Master En-Bloc Purchase Agreement ( En-Bloc Agreement ) with PR1MA Corporation Malaysia ( PR1MA ) and Aturan Prisma Sdn. Bhd. ( Aturan or Contractor ) for the proposed partial disposal of approximately 85.98 acres (347,948.72 square metres) of leasehold land held under HS(D) 15026 PT No. 13679 in the Mukim of Sg. Siput, District of Kuala Kangsar, State of Perak Darul Ridzuan ( the Land ) for a land cost of RM15,003,956 ( the Land Cost ). ( Proposed Disposal ) 2. INFORMATION ON NLSB NLSB is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 12 December 1995. The present authorized share capital is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each of which 3,500,000 shares are issued and fully paid up. NLSB is engaging in property development activity. The Directors of NLSB are Dato Teoh Seng Kian and Dato (Dr) Teoh Seng Foo. NLSB is a wholly-owned subsidiary company of Meda Inc. NLSB is the registered and beneficial owner of all that parcel of land held under HS(D) 15026 PT No. 13679 in the Mukim of Sg. Siput, District of Kuala Kangsar, State of Perak Darul Ridzuan measuring approximately 134.99 acres. 3. INFORMATION ON PR1MA PR1MA Corporation Malaysia is a statutory body enacted under Perumahan Rakyat 1Malaysia Act 2012. It is responsible to regulate matters relating to the development and construction of housing accommodation, infrastructure and facilities under Perumahan Rakyat 1Malaysia programme in Malaysia. 4. INFORMATION ON ATURAN Aturan is a private limited company incorporated in Malaysia under the Companies Act, 1965 on 13 February 2006. The present authorized share capital is RM5,000,000 comprising
5,000,000 ordinary shares of RM1.00 each of which 1,000,000 shares are issued and fully paid up. Aturan is engaging in construction and ancillary works. Directors of Aturan are Dato Abdul Rahman bin Harun and Mazlan bin Md Zain. Aturan is the contractor who is desirous to develop PR1MA homes ( PR1MA Homes ) together will all the necessary amenities, utilities, facilities and infrastructures on the Land ( Project ) and PR1MA is desirous to purchase PR1MA Homes to be developed subject to the terms and conditions stated in the En-Bloc Agreement. 5. INFORMATION ON THE LAND A summary of the salient information on the Land is set out as follows:- Land title HS(D) 15026 PT No. 13679 in the Mukim of Sg. Siput, District of Kuala Kangsar, State of Perak Darul Ridzuan Land area 85.98 acres (347,948.72 square metres) Tenure Leasehold with a term of 99 years expiring 26 September 2110 Category of land use Bangunan Encumbrances A charge bearing presentation no. 58498/2012 in favour of Malaysia Building Society Bhd dated 30 November 2012. Net book value as at 31 RM 9,618,418 December 2014 6. DETAILS OF THE PROPOSED DISPOSAL 6.1 BASIS AND JUSTIFICATON OF ARRIVING AT THE LAND COST The Land Cost of RM15,003,956.00 was arrived at between the parties on a willing buyer willing seller basis after taking into consideration of RM4.00 per sq. foot. Net book value of the Land as at 31 December 2014 was RM9.618 million. Based on Meda Inc s internal assessment of the Land and after taking into consideration the market value of lands within the vicinity, the disposal price is within the range of acceptable land cost. No valuation was carried out on the said Land. 6.2 MODE OF SETTLEMENT OF THE LAND COST The Land Cost is proposed to be satisfied by cash in accordance with the terms of the En- Bloc Agreement in the following manner : Breakdown of payment Terms of payment RM Deposit Balance Sum Within 14 working days from the proper stamping of the Agreement Within 14 working days after the fulfilment of the following conditions :- i) the Power of Attorney duly registered 1,500,000.00 13,503,956.00
at the High Court of Malaya duly executed by the Proprietor ii) duly executed Memorandum of Transfer ( MOT ) for the Land together with the new issue document of title TOTAL 15,003,956.00 6.3 CONDITIONS PRECEDENT AND ESTIMATED TIME FRAME FOR TRANSFER OF LAND The Proposed Disposal is conditional upon :- i) the successful conversion of the category of land use to Building and an express condition to Residential for the residential units and Commercial for the retail units and restrictions in interest on the issue documents of titles of the Land; and ii) the Contractor/Proprietor receiving the necessary approvals for the final development order and building plans for the PR1MA Homes together with all the necessary amenities, utilities, facilities and infrastructure on the Land on terms and conditions acceptable to PR1MA; and iii) the Contractor receiving letter of support for the development of the Project from an approved license bank or financial institution incorporated in Malaysia. within three (3) months from the En-Bloc Agreement. 6.4 LIABILITIES TO BE ASSUMED There are no liabilities including contingent liabilities and guarantees to be assumed by NLSB arising from the Proposed Disposal. 6.5 COMPLETION OF THE PROPOSED DISPOSAL Barring unforeseen circumstances, the Proposed Disposal is expected to be completed by 10 December 2015. 7. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal provides an opportunity for Meda Inc to unlock the value and realise its capital appreciation in the Land and to raise funds as working capital for the Group s future expansion plan.
8. EFFECTS OF THE PROPOSED DISPOSAL 8.1. SHARE CAPITAL AND MAJOR SHAREHOLDERS The Proposed Disposal which will be satisfied entirely in cash and will not have any effect on the share capital and major shareholders of Meda Inc. 8.2. EARNINGS AND NET ASSETS ("NA") Assuming that the Proposed Disposal is expected to register a gain on Disposal (after 25% Income Tax) amounting to approximately RM 4.04 million effect on Meda Inc Group's earnings and NA for the financial year ending 31 December 2015. 8.3. GEARING For illustration purposes only, the proforma effects of the Proposed Disposal on the consolidated NA per share and gearing of Meda Inc based on the latest audited consolidated financial statements of Meda Inc for the financial year ended 31 December 2014 are as follow :- MEDA INC BERHAD NET ASSETS ("NA") AND GEARING Audited as at After the Proposed 31 Dec 2014 Disposal RM'000 RM'000 Share capital 246,278 246,278 Share premium 12,880 12,880 Treasury shares (6,518) (6,518) Warrants reserve 8,889 8,889 Revaluation reserve 6,011 6,011 Accumulated losses (54,718) 1 (50,678) Shareholders' equity/na 212,822 216,862 Borrowing (RM'000) 67,972 2 59,146 Gearing (times) 0.32 0.27 Note : 1. Gain on Disposal of RM4.04 million 2. Assumed redemption sum for the Disposal is RM8,826,377 9. PERCENTAGE RATIOS The highest percentage ratio applicable for the Proposed Disposal, pursuant to Chapter 10 of the Main Market Listing Requirements of Bursa Securities is 7.05%.
10. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST None of the Directors or Substantial Shareholders of Meda Inc or persons connected to them has any interest, direct or indirect, in the Proposed Disposal. 11. DIRECTORS STATEMENT The Board after having considered all aspects of the Proposed Disposal is of the opinion that it is in the best interest of Meda Inc. 12. APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of Meda Inc. 13. DOCUMENT FOR INSPECTION A copy of the En-Bloc Agreement may be inspected at the registered office of Meda Inc at C- 07-01, Capital 3, Oasis Square, No. 2 Jalan PJU1A/7A, Ara Damansara, 47301 Petaling Jaya, Selangor Darul Ehsan during normal office hours on Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 11 September 2015.