O&C RESOURCES BERHAD Type Subject Description Announcement OTHERS Joint Venture Agreement between Yayasan Pahang and O&C Properties (Kuantan) Sdn. Bhd., a 90% subsidiary of O&C Resources Berhad, in relation to the development of a piece of leasehold land into a mixed development which is known as PRIYA Scheme. 1. INTRODUCTION Pursuant to Paragraph 9.03 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ), the Board of Directors of O&C Resources Berhad ( OCR ) wishes to announce that O&C Properties (Kuantan) Sdn. Bhd. ( OCPK ) ( the Developer ) (formerly known as Jaringan Jasa Sdn. Bhd.), a 90% subsidiary of OCR, has on 10 August 2017, entered into a Joint Venture Agreement ( JVA ) with Yayasan Pahang ( YP ) ( the Landowner ) in relation to the development of a piece of leasehold land into a mixed development which includes commercial development and an affordable housing scheme known as PRIYA Scheme. 2. INFORMATION ON THE PROJECT 2.1 Details of the Land The said Land is a piece of leasehold land held under PN 25656, Lot 8094, Mukim Penor, Daerah Kuantan, Negeri Pahang measuring in area approximately 814 acres (hereinafter refer to said Land ) and YP is the landowner of the said Land. YP & OCPK have agreed to develop 100 acres of the said Land into a mixed development which includes commercial development and an affordable housing scheme known as PRIYA Scheme on a joint-venture basis. 2.2 Details of the Project The intended project is named as PRIYA Scheme and will comprise of 979 units of terrace house 20 x70, 18 units of semi-detach house 40 x90, 112 units of semi-detach house 40 x80 and 41 units of shop lot office The estimated gross development value of the said Project are estimated to be RM166 million. The basis of the joint venture project is 50:50. It is anticipated that the Project will be commenced in first half of financial year 2018. 3. INFORMATION ON THE JOINT VENTURE PARTIES 3.1 Information on YP YP is a body corporate incorporated under the Pahang Foundation Enactment 1982 of the State of Pahang of Kompleks Yayasan Pahang, Tanjung Lumpur, 26060 Kuantan, Pahang Darul Makmur. Page 1 of 6
3.2 Information on OCPK OCPK is a private limited company incorporated in Malaysia on 10 April 2017 under the Companies Act, 2016 with an issued share capital of RM1.00 comprising of 1 ordinary share. OCPK is principally engaged in the business of construction, property development, project management, real estate etc. On 15 May 2017, the issued and paid up share capital of OCPK was increased from RM1.00 to RM100.00 and the shareholders and their equity interest and Board of Directors of OCPK as of to-date are as follows:- Shareholders % of Shareholding O&C Resources Berhad 90.00 Wong Liang Suan 5.00 (c) Abdul Hamid Bin Busu 5.00 Total 100.00 (c) Directors Ong Kah Hoe Ong Kah Wee Abdul Hamid Bin Busu 4. SALIENT TERMS OF THE JVA 4.1 The Landowner hereby agrees to grant unto the Developer the exclusive right to develop the said Land and to construct and erect thereon the Units and Commercial Development in accordance with the approved plans and to sell as developer the Units and Commercial Development ( Development Rights ) in the manner stipulated herein and subject to the terms and conditions contained herein. 4.2 Upon the execution of JVA, the Landowner shall execute and deliver to the Developer s Solicitors as stakeholders an irrevocable Power of Attorney appointing the Developer as its attorney to sign execute and do all documents acts and things necessary to carry out the Development for and on behalf of the Landowner save and except execute Sale and Purchase Agreement ( SPA ) and Memorandum of Transfer ( MOT ). The Developer s Solicitors are hereby authorised to forthwith stamp and present the Power of Attorney for registration at the High Court of Malaya. 4.3 The Power of Attorney shall be valid and binding until lawful termination of JVA or the completion of all obligations of the Parties herein. 4.4 Subject to the Conditions Precedent in Clause 4.5 being fulfilled, the JVA shall come into force on the Unconditional Date and shall continue in force until the completion of the Development and the transfer of the individual/strata titles to the Units in favour of the purchasers thereof or their nominees or permitted assigns, unless terminated by either Party in accordance with the provisions herein. Page 2 of 6
4.5 Conditions Precedent 4.5.1 The JVA is conditional upon the fulfilment of the following conditions precedent, within twelve (12) months from the date of the JVA ( the Cut-Off Date ): The Developer shall change the express condition of the land title and category of land use from tanaman kelapa sawit to mixed development use and the Landowner shall assist the Developer in relation to the same. All premiums due and payable for the change in the express conditions of the land title and category of land use shall be paid by the Developer to the Relevant Authorities. The attainment of the Requisite Consent by the Developer for the Development at the Developer s sole cost and expenses and the Landowner shall execute all documents necessary to be signed by the Landowner which cannot be executed by the Developer by way of Power of Attorney. 4.5.2 In the event the Conditions Precedent in Clause 4.5.1 are not fulfilled within the stipulated time frame, the Landowner agrees that the Landowner shall grant the Developer a minimum of additional six (6) months period from the Cut-Off Date ( Extended Cut-Off Date ) to fulfil the Conditions Precedent. 4.5.3 The Developer shall use its best endeavours to procure (so far as it lies within its powers so to do) at its own cost and expense that each of the conditions precedent set out in Clause 4.5.1 are fulfilled as soon as possible but in any event on or before the Cut-Off Date or the Extended Cut-Off Date, as the case may be. 4.5.4 If any of the Condition Precedent set out in Clause 4.5.1 has not fulfilled or waived, as the case may be, on or before the Cut-Off Date or the Extended Cut-Off Date, either party shall be entitled to terminate the JVA by notice in writing to the other and thereafter the JVA shall be of no further force and effect and neither Party shall have any claim of any nature whatsoever against the other Party, except for any antecedent breach of the provision of the JVA. For the avoidance of doubt, any rejection of non-approval of the Requisite Consents for any reasons whatsoever shall be informed by the Developer to the Landowner. 4.5.5 Upon the receipt by the Developer of satisfactory documentary proof of the fulfilment of the Conditional Precedent ( the Unconditional Date ), the JVA shall become unconditional. For the avoidance of doubt, a copy of each of the Requisite Consent shall be forwarded by the Developer to the Landowner within fourteen (14) days of the Developer receiving the same and the date the last of the documentary proof being obtained by the Developer shall be the Unconditional Date. 4.5.6 In the event that the JVA is terminated for non-fulfilment of the Conditional Precedent, it is hereby agreed that each Party shall bear its own cost and expenses incurred up to the date of termination and the Developer shall deliver vacant possession of the 100 acres Land within three (3) months from the date of receipt notice of termination from the Landowner Page 3 of 6
4.6 Payment Consideration 4.6.1 In consideration of the Development Rights granted by the Landowner to the Developer, the Landowner shall be entitled to:- A total sum of Ringgit Malaysia Seven Million (RM7,000,000.00) ( Total Consideration ) only which shall be payable to the Landowner by way of Ringgit Malaysia Eight Thousand (RM8,000.00) ( Consideration ) only for each Units sold under the PRIYA Scheme until the Total Consideration has been fully paid by the Developer to the Landowner. The Consideration shall be paid to the Landowner within thirty (30) days upon the execution of the SPA and MOT by the Landowner; and A fifty per centum (50%) of the profits ( Profits ) under the Development or a guarantee of Ringgit Malaysia Five Million (RM5,000,000.00) ( Guarantee Profit ) only whichever the higher shall be paid to the Landowner by the Developer forthwith upon completion of the Development. The Landowner has the option of being paid the Profits or Guarantee Profits whichever the higher in cash or in the form of completed commercial units with certificate of completion and compliance under the Commercial Development. 4.6.2 The Parties hereby agree that the Developer and the Landowner or a subsidiary company of the Landowner shall enter into a Shareholders Agreement subject to the terms and conditions stated herein. 5. RATIONALE AND BENEFIT The JVA is in line with OCR 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. OCR views the JVA as an opportunity to strengthen its financial earnings via its future development on the Land. Currently, OCR Group s businesses are very much dependent on global demand trends and economic outlook and OCR sees the joint venture as an opportunity 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 There is no assurance that the JVA will not be exposed to risks such as inability to fulfil the terms and conditions and/or to obtain approvals from any authorities, if any. The PRIYA scheme may be subject to normal operational risks inherent in the property development industry. The Group will take necessary steps to mitigate the risks as and when arises. Page 4 of 6
7. FINANCIAL EFFECTS OF THE JVA 7.1 Share Capital and Substantial Shareholders' Shareholdings The JVA will not have any effect on the issued and paid-up share capital of the Company and substantial shareholders' shareholdings in OCR. 7.2 Net Assets ("NA") The JVA is not expected to have a material effect on the NA of the OCR Group for the financial year ending 31 July 2017. However, the JVA is expected to enhance the NA per share of the Group in future in view of the potential future profit contribution arising from the development of the Land. 7.3 Earnings The JVA is not expected to have any material impact on the earnings of the OCR Group for the financial year ending 31 July 2017. However, the JVA is expected to enhance the earnings per share 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 JVA through fund raising exercise, internal 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 JVA does not require the approval of the shareholders of OCR or any regulatory authorities save as mentioned under Item 2 above. 9. DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST Save for below, 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 JVA. 10. AUDIT COMMITTEE S STATEMENT The Audit Committee of the Company has reviewed the terms of the JVA and is satisfied that the terms are fair, reasonable and on normal commercial terms; not detrimental to the interest of the Company s minority shareholders and in the best interest of the Company. Page 5 of 6
11. DIRECTORS' STATEMENT The Directors are of the opinion that the JVA is: (c) in the best interest of the Group after considering, amongst others, the potential financial contribution to the earnings of the Group; fair, reasonable and on normal commercial terms; and not detrimental to the interest of the minority shareholders. 12. DOCUMENTS FOR INSPECTION The JVA is available for inspection at the registered office of OCR at 49-B Jalan Melaka Raya 8, Taman Melaka Raya, 75000 Melaka, Malaysia during normal business hours on Mondays to Fridays (except public holiday) for a period of three (3) months from the date of this announcement. This announcement is dated 10 August 2017. Page 6 of 6