Announcement Company Name : BOUSTEAD HOLDINGS BERHAD Stock Name : BSTEAD Date Announced : 6 NOVEMBER 2012 BOUSTEAD HOLDINGS BERHAD ( BHB OR COMPANY ) PROPOSED ACQUISITION OF THREE PIECES OF LAND TOTALLING 12.842 ACRES HELD UNDER PT 480, PT 481 AND PT 482 SEKSYEN 90 BANDAR KUALA LUMPUR (ALL COLLECTIVELY KNOWN AS PROPERTIES ) BY MUTIARA RINI SDN BHD ( MRSB ), A WHOLLY OWNED SUBSIDIARY OF BHB FROM LEMBAGA TABUNG ANGKATAN TENTERA ( LTAT ) ( PROPOSED ACQUISTION ). 1. INTRODUCTION The Board of Directors of BHB ( Board ) wishes to announce that its wholly owned subsidiary, Mutiara Rini Sdn Bhd ( MRSB ) had on 6 th November 2012 entered into a Sale and Purchase Agreement with Lembaga Tabung Angkatan Tentera ( LTAT ) to purchase three parcels of land totalling 12.842 acres in Kuala Lumpur ( Proposed Acquisition ). Details of the Proposed Acquisition are set out in the ensuing sections. 2. DETAILS OF PROPOSED ACQUISITION 2.1 Proposed Acquisition 2.1.1 Particulars of the Properties MRSB has agreed to buy and LTAT has agreed to sell the Properties at the Purchase Consideration of RM106,689,407.10, which is on a willing-sellerwilling-buyer basis after deducting costs incurred amounting to RM8,265,000.00 (the Incurred Costs ) on behalf of LTAT to relocate occupants of Government quarters, demolish existing houses and to upgrade facilities for a sports school. The Properties are situated in Jalan Cochrane, Kuala Lumpur and hold freehold titles. The date, cost of investment and net book value of the Properties are not available as at the date of this announcement. The registered owner of the Properties is LTAT. Details of the Properties are as follows:- (a) PT 480 This property is 1.908 acres in size and category of land use is commercial. (b) PT 481 This property is 2.933 acres in size and category of land use is commercial. (c) PT 482 This property is 8.0 acres in size and category of land use is residential.
2.1.2 Salient terms of the Sale and Purchase Agreement Condition Precedent The Sale and Purchase Agreement is conditional upon the approval of the State Authority being obtained within three (3) months from the date of the SPA or any extended period to be mutually agreed upon by the parties. Payment of the Purchase Price 2.2 Source of funding The Deposit of RM10,668,941.71 will be paid in cash to LTAT upon execution of the SPA and the balance of the Purchase Price amounting to RM96,020,466.39, (hereinafter referred to as "the Balance Purchase Price") shall be paid within one (1) month from the fulfilment of the above Condition Precedent (i.e. from the date the approval of the State Authority is furnished to the Purchaser s Solicitors). The Purchase Price will be funded through a combination of bank borrowings and internally generated funds. 2.3 Liabilities to be assumed There are no liabilities, including contingent liabilities and guarantees to be assumed by BHB arising from the Proposed Acquisition. 2.4 Information on LTAT LTAT was established on 1 August 1972 in Malaysia, by an Act of Parliament Malaysia. The registered office is located at 12th floor, Bangunan LTAT, Jalan Bukit Bintang, 55100 Kuala Lumpur. The principal activities of LTAT are to manage and invest the members contribution funds. The members contribution funds represent the compulsory contributions of the other ranks in the armed forces as well as voluntary contributions of the officers in the armed forces and the mobilised members of the volunteer forces. This activity involves the process of collection, management and investment of the contribution funds in property development, property investment, prepaid land lease payments, subsidiary companies, associated companies, available for sale securities, held to maturity securities, held for trading securities, derivative assets and deposits. LTAT also undertakes to offer retraining for the retiring and retired personnel of the Malaysian Armed Forces. The current directors of LTAT are as follows: i) Laksamana Tan Sri Dato Sri Mohd Anwar Bin Haji Mohd Nor; ii) Dato Sri Dr. Haji Ismail Bin Haji Ahmad; iii) Jen Tan Sri Dato Sri Zulkifeli Bin Mohd Zin; iv) Lt Jen Dato Seri Panglima Ahmad Hasbullah Bin Hj Mohd Nawawi; v) Lt Gen Dato Roslan Bin Saad; vi) Laksamana Madya Datuk Mohammed Noordin bin Ali; and vii) Tan Sri Dato Seri Lodin Wok Kamaruddin. 3. BASIS OF ARRIVING AT CONSIDERATION The purchase consideration of RM106,689,407.10 was arrived at between the parties on a willing-buyer willing-seller basis, after deducting the Incurred Costs, and after taking into consideration the development potential of the properties, range of market values for similar lands in the vicinity and an independent valuation by a registered property valuer.
4. RATIONALE FOR PROPOSED ACQUISITION The Proposed Acquisition will allow MRSB to expand its existing land bank and provides opportunities for property development activities for the company in the Kuala Lumpur city centre location. 5. RISKS FACTORS 5.1 Completion of the Proposed Acquisition The Proposed Acquisition is conditional upon the Condition Precedent being fulfilled. There can be no assurance that the Proposed Acquisition can be completed within the timeframe as set out in the SPA or that the Proposed Acquisition will not be exposed to risks such as the inability to obtain the approvals from the relevant authorities and/or inability to comply with the conditions imposed by the relevant authorities, if any. Nevertheless, MRSB continue to take all reasonable steps to ensure the completion of the Proposed Acquisition. 5.2 Compulsory Acquisition by the 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 properties and is assessed on the basis prescribed in the Land Acquisition Act, 1960 and other relevant laws. In the event of a compulsory acquisition by the Malaysian Government at a point in time when the market value of the properties is lower than the Purchase Price, the compulsory acquisition could potentially affect the financial performance of the BHB Group to develop the properties. 5.3 No Assurance on the Realisation of the Anticipated Benefits There can be no assurance that the anticipated benefits of the Proposed Acquisition will be realised or that the BHB Group will be able to generate sufficient future revenue to offset the associated acquisition costs of the properties. As such, the BHB Group will seek to mitigate such risks by adopting prudent risk management and monitoring of the BHB Group s investment strategy. 6. PROSPECTS 6.1 Overview of Malaysian Economy The Malaysian economy expanded at a faster pace of 5.1% during the first half of 2012 (January - June 2011: 4.7%) despite the increasingly challenging global economic conditions. Growth in the domestic economy was supported by strong private consumption and robust private investment. The global economy is expected to further moderate during the second half of 2012 as the euro area debt crisis shows no clear signs of abating. Inflation is expected to moderate to 2% - 2.5% in 2012. Despite the domestic economy growing at a faster pace during the first half of 2012, inflationary pressures are expected to be mitigated by continuous productivity improvement and capacity expansion. However, the recent increase in global food prices poses a risk to the inflation outlook. The recent severe drought in North America has adversely affected output of corn and soybean. A sustained high level of food commodity prices will eventually feed through the domestic supply chain and exert pressures on domestic inflation. The Malaysian economy is expected to strengthen further and projected to grow at a faster rate of 4.5% - 5.5% in 2013. Growth will be supported by improving exports and strong domestic demand on the assumption that global growth will pick up, especially
during the second half of 2013. The growth projection is premised upon the expectation of an improvement in the resolution of the debt crisis in the euro area and stronger growth momentum in the economies of Malaysia's major trading partners. Domestic demand is expected to maintain its strong momentum driven by robust private investment and strong private consumption. Private sector activity will be supported by an accommodative monetary policy in an environment of low inflation coupled with a robust financial sector. Recovery in the external sector, particularly increasing external demand from regional economies and major trading partners will further provide the impetus for a private-led growth. The overall public expenditure is expected to increase, led by higher Non-Financial Public Enterprises' capital investment which will further augment growth. Thus, nominal Gross National Income per capita is expected to increase 6.4% to RM32,947 (2012: 4.4%; RM30,956). In terms of purchasing power parity, per capita income is expected to grow 4.4% to reach USD16,368 (2012: 3.2%; USD15,676). Given that domestic economic activity is expected to strengthen further in 2013, inflation is estimated to increase moderately, partly mitigated by further capacity expansion in the economy. The key supply side factors that will influence inflation, namely prices of energy and food commodities are expected to ease during the first half of 2013, but are likely to trend up during the second half on the assumption that global growth continues to pick up pace. Hence, for 2013, the average inflation rate is estimated to be between 2% and 3%. (Source: Economic Report 2012/2013 - Economic Performance and Prospects, Ministry of Finance, Malaysia) 6.2 Overview of Property Market in Malaysia The Malaysian property market continued to grow albeit at a slower pace in the first half of 2012, registering 217,135 transactions worth RM69.05 billion. Compared with the corresponding period, the volume and value of transactions recorded a modest increase of 1.1 % and 6.5% respectively (H1 2011:214,778 transactions; RM64.81 billion). In comparison with the preceding period, the market recorded a marginal increase of 0.7 % in volume whilst the value dropped by 5.4% (H2 2011:215,625 transactions; RM73.02 billion). On the market activities, all sub-sectors except industrial recorded modest increments compared to the corresponding half year of 2011. Development land recorded highest increase of 5.5%, followed by residential (1.5%), agricultural (0.4%) and commercial property sub-sectors (0.2%). Industrial sub-sector on the other hand recorded negative trend of 9.6%. Against the preceding half year, development land, agricultural and residential property sub-sectors recorded growths of 8.9%, 5.3% and 0.2% respectively. On the contrary, industrial and commercial property sub-sectors registered decreases of 10.0% and 6.4% respectively. (Source: Property Market Report 1 st Half 2012, Valuation and Property Services Department, Ministry of Finance) 6.3 Prospects of the Properties BHB is optimistic on the prospects of the Properties considering their strategic location in the city centre with good accessibility to major highways and close proximity to public amenities. The properties are also expected to benefit from the Mass Rapid Transportation ( MRT ) station at Cochrane which will create demand for both commercial and residential properties in this location. 7. EFFECTS OF PROPOSED ACQUISITION Share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital of the Company and the substantial shareholders shareholdings as the Purchase Price shall be fully satisfied via a combination of bank borrowings and
internally generated funds and does not involve any issuance of new ordinary shares in BHB. Net assets and gearing The Proposed Acquisition will not have a material effect on the net assets and gearing of the BHB Group in the immediate future. (iii) Earnings The Proposed Transaction will not have a material effect on the earnings of the BHB Group for the financial year ending 31 December, 2012 but is expected to increase the BHB Group s earnings in the future. 8. APPROVALS REQUIRED The Proposed Acquisition is conditional upon the approval of the State Authority for the transfer of the properties to MRSB. 9. DIRECTOR S AND SUBSTANTIAL SHAREHOLDER S INTERESTS The Proposed Acquisition involves LTAT as the vendor and since LTAT is the major shareholder of BHB, the Proposed Acquisition is deemed a related party transaction. Save as disclosed below, none of the directors, major shareholders and/or any persons connected to them have any interest, direct or indirect, in the Proposed Acquisition. Directors interests Tan Sri Dato Seri Lodin Wok Kamaruddin is the Chief Executive of LTAT and Deputy Chairman/Group Managing Director of BHB. Dato Ghazali Mohd Ali is a Non-Independent Executive Director of BHB as well as person connected to LTAT by virtue of being a director of some of LTAT s subsidiaries. As such, Tan Sri Dato Lodin Wok Kamaruddin and Dato Ghazali Mohd Ali are deemed interested in the Proposed Acquisition. Accordingly, Tan Sri Dato Seri Lodin Wok Kamaruddin and Dato Ghazali Mohd Ali have abstained and will continue to abstain from deliberations and voting in respect of the Proposed Acquisition at the relevant Board meetings of BHB. Major shareholder s interest LTAT, the vendor of the land is the major shareholder of BHB and hence is interested in the Proposed Acquisition. However, since the transaction is below the 5% threshold of percentage ratio (kindly refer to Section 12 below), shareholders approval in respect of the Proposed Acquisition is not required. 10. DIRECTORS RECOMMENDATION The Board (save for Tan Sri Dato Lodin Wok Kamaruddin and Dato Ghazali Mohd Ali), after taking into consideration all aspects of the Proposed Acquisition is of the opinion that the Proposed Acquisition is in the best interest of the Company. 11. STATEMENT BY THE AUDIT COMMITTEE The Audit Committee of BHB, after having considered all aspects of the Proposed Acquisition, including but not limited to the rationale for the Proposed Acquisition, the basis and
justification for the Purchase Price, salient terms of the Sale and Purchase Agreement, the prospects and effects of the Proposed Acquisition, is of the view that: (iii) the Proposed Acquisition is fair, reasonable and on normal commercial terms; the Proposed Acquisition is in the best interest of BHB; and the Proposed Acquisition is not detrimental to the interests of the non-interested shareholders of BHB. 12. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Chapter 10.02 (g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is approximately 2.58% based on the latest audited financial report of the Company as at 31 December 2011. 13. TRANSACTIONS WITH THE SAME RELATED PARTY FOR THE PRECEDING 12 MONTHS Save as disclosed below and the approval obtained from BHB shareholders at the Fiftieth Annual General Meeting held on 9 April 2012 to allow BHB group to enter into recurrent related party transactions which includes amongst others transactions entered between BHB and its subsidiaries with LTAT, BHB and its subsidiaries have not entered into any other related party transactions with LTAT for the preceding 12 months from 7 November 2011 to 6 November 2012. acquisition of 30% equity interest in Boustead Sissons Paints Sdn Bhd from LTAT for a cash consideration of RM4,500,000, which was announced on 28 December 2011; and acquisition of 97.14% equity interest in Johan Ceramics Berhad from LTAT by Boustead Building Materials Sdn Bhd, a wholly-owned subsidiary of Boustead Segaria Sdn Bhd which in turn is a wholly-owned subsidiary of BHB, for a cash consideration of RM28,865,763.50 which was announced on 27 June 2012. 14 DOCUMENT AVAILABLE FOR INSPECTION The Sale and Purchase Agreement will be made available at the Company s registered office at 28 th Floor, Menara Boustead, 69, Jalan Raja Chulan, 50200 Kuala Lumpur from Monday to Friday (except public holiday) during business hours for 3 months from the date of this announcement. 15. EXPECTED COMPLETION DATE Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed before the end of 2012. This announcement is dated 6th November 2012.