OSK HOLDINGS BERHAD ("OSK" OR "THE COMPANY") PROPOSED ACQUISITION BY ASPECT SYNERGY SDN. BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY COMPANY OF OSK OF SIX (6) PARCELS OF FREEHOLD AGRICULTURAL LANDS HELD UNDER GERAN 67449 LOT 462, GERAN 67450 LOT 1163, GERAN 67452 LOT 1669, GERAN 67453 LOT 1531, GERAN 126111 LOT 29778 AND GERAN 126113 LOT 29779, ALL MEASURING 767.73 ACRES IN TOTAL AND SITUATED IN THE MUKIM OF RANTAU, DISTRICT OF SEREMBAN, NEGERI SEMBILAN FROM AMBANK (M) BERHAD FOR A TOTAL PURCHASE CONSIDERATION OF RM145,000,000.00 1. INTRODUCTION The Board of Directors of OSK ( Board ) is pleased to announce that Aspect Synergy Sdn. Bhd. (Company No. 654103-U) ( ASSB or the Purchaser ), an indirect whollyowned subsidiary company of OSK, had on 8 January 2016 entered into a Sale and Purchase Agreement ( SPA ) with (Company No. 8515-D) ( ABMB or the Vendor ) for the proposed acquisition of six (6) parcels of freehold agricultural lands held under Geran 67449 Lot 462, Geran 67450 Lot 1163, Geran 67452 Lot 1669, Geran 67453 Lot 1531, Geran 126111 Lot 29778 and Geran 126113 Lot 29779, all measuring 767.73 acres in total and situated in the Mukim of Rantau, District of Seremban, Negeri Sembilan ( the Lands ) from ABMB for a total purchase consideration of RM145,000,000.00 ("Purchase Consideration"), representing approximately RM188,868.48 per acre or RM4.34 per square foot, subject to the terms and conditions as contained in the SPA (collectively referred to as Proposed Acquisition ). 2. INFORMATION ON THE LANDS The details of the Lands to be acquired are as follows:- 1
Parcel 1 Parcel 2 Lot No. & Geran Geran 67449, Lot 462 Geran 67450, Lot 1163 No. Land Area 298.49 acres 286.62 acres Mukim Rantau Rantau District Seremban Seremban State Negeri Sembilan Negeri Sembilan Land Proprietor & Registered Owner Beneficial Land Owner Category Tiada Tiada Tenure Freehold Freehold Parcel 3 Parcel 4 Lot No. & Title No. Geran 67452, Lot 1669 Geran 67453, Lot 1531 Land Area 5.57 acres 10.41 acres Mukim Rantau Rantau District Seremban Seremban State Negeri Sembilan Negeri Sembilan Land Proprietor & Registered Owner Beneficial Land Owner Category Tiada Tiada Tenure Freehold Freehold Parcel 5 Parcel 6 Lot No. & Title No. Geran 126111, Lot 29778 Geran 126113, Lot 29779 Land Area 95.92 acres 70.72 acres Mukim Rantau Rantau District Seremban Seremban 2
State Negeri Sembilan Negeri Sembilan Land Proprietor & Registered Owner Beneficial Land Owner Category Tiada Tiada Tenure Freehold Freehold The land area of Parcel 2 disclosed above is after deducting an area measuring approximately three (3) acres which is subjected to compulsory acquisition pursuant to a notice dated 16 June 2015 served on the Vendor by Pejabat Daerah dan Tanah Seremban. 3. INFORMATION ON ASSB ASSB was incorporated in Malaysia on 27 May 2004 under the Companies Act, 1965 as a private limited company and having its business office at 9 th Floor, Plaza OSK, Jalan Ampang, 50450 Kuala Lumpur. The principal activity of ASSB is property development. The present authorised share capital of ASSB is RM500,000.00 comprising 500,000 ordinary shares of RM1.00 each and the issued and paid-up share capital is RM250,000.00 comprising 250,000 ordinary shares of RM1.00 each. OSK is the ultimate holding company of ASSB. 4. INFORMATION ON THE VENDOR ABMB is a public limited company incorporated in Malaysia on 25 March 1969 under the Companies Act, 1965 as Malaysia Borneo Finance Corporation (M) Berhad and subsequently changed name to its present name on 01 June 2005. ABMB s business office is at Level 16 Menara Dion, Jalan Sultan Ismail, 50250 Kuala Lumpur. 3
The Vendor has an authorised share capital of RM3,886,250,002.00 comprising of 1,386,250,002 ordinary shares of RM1.00 each and 2,500,000,000 Irredeemable Non- Cumulative Convertible Preference Shares of RM1.00 each. The issued and paid capital of the Vendor is RM820,363,762.00 comprising 820,363,762 ordinary shares of RM1.00 each. ABMB is principally involved in the business of banking and finance. 5. DETAILS OF THE PROPOSED ACQUISITION 5.1 Salient Terms and Conditions of the SPA The completion of the Proposed Acquisition shall be subject to and conditional upon the application, obtaining and procurement of any consents and/or regulatory and/or governmental approvals (including without limitation, the Estate Land Board ( ELB ) Approval) from the relevant authorities (including without limitation, the ELB) in order to effect the transfer of the Lands from the Vendor to the Purchaser on or before the expiry of the Initial Condition Period, which is the period of three (3) months from the date of the SPA. 5.2 Basis of Arriving at the Purchase Price The Purchase Price of RM145,000,000.00 was arrived at on a willing-buyer willing-seller basis, after taking into consideration the valuation of the Lands of RM168,500,000.00 or approximately RM5.04 per square foot which was carried out by a professional valuer firm, Messrs. Rahim & Co. based on their valuation dated 2 December 2015. 5.3 Payment of the Purchase Price The Purchase Price shall be paid in the following manner:- 4
a) A sum of RM2,900,000.00 or 2% of the Purchase Price ( Earnest Deposit ) which had been paid to the Vendor upon the acceptance of the Vendor s offer letter dated 2 December 2015; b) A sum of RM4,350,000.00 or 3% of the Purchase Price ( Retention Sum ) is payable to ASSB s solicitors as stakeholders immediately upon execution of the Sale and Purchase Agreement ( SPA ) for the Proposed Acquisition, to be dealt in accordance with the Real Property Gains Tax Act 1976. c) A sum of RM7,250,000.00 or 5% of the Purchase Price ( Balance Deposit ) is payable to the Vendor immediately upon execution of the SPA for the Proposed Acquisition. d) The balance 90% of the Purchase Price amounting to RM130,500,000.00 ( Balance Purchase Price or BPP ) shall be paid in the following manner:- i) A sum of RM14,500,000.00 or 10% of the Purchase Price ( First BPP ) is payable to the Vendor within sixty (60) days of ASSB obtaining Kelulusan Pelan (planning approvals) for the Lands or within six (6) months of the date of the last condition precedent have been fulfilled, whichever is earlier. ii) The balance thereon of RM116,000,000.00 or 80% of the Purchase Price is payable to the Vendor within three (3) months from the date the first BPP is paid in accordance with item (d)(i) above. 5.4 Source of Funding The Proposed Acquisition is to be funded by a combination of internally generated funds and external borrowings. Based on preliminary discussions, the indicative funding from internally generated funds is 20% while indicative funding from bank borrowings is 80%. 5
5.5 Liabilities to be Assumed Save for the bank borrowings to be procured for the partial payment of the Purchase Price in relation to the Proposed Acquisition, there are no liabilities, including contingent liabilities and guarantees, to be assumed by OSK and its subsidiary companies ( OSK Group or the Group ) arising from the Proposed Acquisition. 5.6 Estimated Time Frame for Completion The Proposed Acquisition is subject to obtaining the approval of the Estate Land Board to transfer the Lands in favour of ASSB and is expected to be completed by the end of the second quarter of 2016. 5.7 Information on the Lands and its Proposed Development The Lands are strategically located in Seremban South bordering Bandar Sri Sendayan and within the proximity of Seremban 2 and is well connected via Lebuhraya Utara- Selatan which is accessible from Seremban and Senawang as well as Lebuhraya Seremban Port Dickson. This township-sized freehold Lands with total area of 767.73 acres is surrounded by several integrated township developments such as Bandar Ainsdale, Seremban 2, S2 Heights, Bandar Baru Sendayan, Bandar Seremban 3 and Bandar Springhill, providing facilities, infrastructures and amenities in its vicinity. Subject to obtaining approvals from the relevant authorities, the Group intends to undertake an integrated residential and commercial development comprising mixed landed and high rise residential and mixed commercial components. Based on preliminary plans, the proposed development is expected to have an estimated gross development value of approximately RM3.6 billion. The Board of OSK is unable to procure the net book value of the Lands in the financial statements of the Vendor as OSK is not privy to such information. 6
5.8 Rationale for the Proposed Acquisition The Proposed Acquisition will enable OSK to increase its existing property development landbank and to strengthen its presence in the growing Seremban locale. Seremban has been announced to be one of the stops for the much anticipated Kuala Lumpur- Singapore High Speed Rail ( HSR ) project which connect Kuala Lumpur to Singapore. With improved infrastructures and connectivity to major cities such as Kuala Lumpur, Johor Bahru and Singapore, demand for housing in Seremban is expected to grow. An update by the Malaysian Land Public Transport Commission ( SPAD ) reveals that the commencement of works for the HSR will be in 2017 and targeted to be completed in 2022. The acquisition of this Lands at relatively competitive pricing also enables the Group to fulfill its corporate social responsibilities by providing a sizeable number of affordable landed housing to the general public. The Board of OSK believes that the Lands offer good potential and strong realizable capital value due to its strategic location. The Proposed Acquisition is an essential part of the Group s strategies to replenish its land bank for continuous development. Subject to the necessary development approvals being obtained, the Group targets to launch the first phase of development on the Lands by the second quarter of 2017. 6. PROSPECTS TO OSK GROUP ARISING FROM THE PROPOSED ACQUISITION The property market s performance for 2015 has been challenging on the back of weaker economic growth, lower purchasing ability due to rising costs and more stringent lending policies resulting in high loan rejection rates, and it is anticipated that this trend would continue in the near future. Transactions for the high-rise residential and commercial sector within the Klang Valley is expected to soften further in 2016 while the level of interests for landed residential property and affordable homes will likely remain resilient. 7
The property market consolidation phase is not anticipated to be prolonged as many mega projects such as the Tun Razak Exchange and Bandar Malaysia, as well as major changes in infrastructure such as highways, High Speed Rail, Mass Rapid Transit and Light Rail Transit are expected to drive the property market not just in KL city centre, but at satellite cities or suburban townships like Bangsar South, Sentral, Puchong, Damansara, and Bandar Utama. In addition to that, under the Eleventh Malaysia Plan, the Government will establish Malaysia Vision Valley which is located in the western part of Negeri Sembilan covering Nilai, Seremban and Port Dickson with a proposed area of 108 thousand hectares as another regional economic development initiative with new integrated development projects with aims to complement developments in the Klang Valley. The outlook for the property market is expected to gradually improve due to support from these urbanisation factors. OSK has previously completed 2 projects in Seremban, namely Seremban 3 and Mon t Jade, with a total Gross Development Value of RM220 million, which were fully sold. The Proposed Acquisition will provide the Group further exposure in the growth corridor of Seremban, while capitalizing on its strength and experience in township developments. The management of OSK is confident of the prospects of the Lands and is optimistic that the development on the Lands will contribute positively to the earnings of the Group in the near future and maintain its earnings momentum. 7. RISK FACTORS The Board is not aware of any risk factors arising from the Proposed Acquisition which could materially or adversely affect the financial and operating conditions of the Group other than the normal market and global economic risks. 8
8. EFFECTS OF THE PROPOSED ACQUISITION 8.1 Share Capital and Substantial Shareholders Shareholding in OSK The Proposed Acquisition will not have any effect on the issued and paid-up share capital and the substantial shareholders shareholding structure of OSK as the Purchase Price is to be fully satisfied via cash and does not involve any issuance of new ordinary shares in OSK. 8.2 Net Assets ( NA ), NA Per Share and Gearing The Proposed Acquisition will not have any material effect on the NA and NA per share of OSK for the financial year ending 31 December 2015. As disclosed in Section 5.4 of this announcement, the Purchase Price will be funded through a combination of internally generated funds and bank borrowings. Based on preliminary discussions, the indicative funding from internally generated funds is 20% while indicative funding from bank borrowings is 80%. Based on the audited consolidated financial statements of OSK Group as at 31 December 2014, the Group s net gearing is 0.12 times. Purely for illustrative purposes, assuming 80% of the Purchase Price is financed through bank borrowings to be procured, the proforma net gearing position of the Group is expected to increase to 0.17 times after the Proposed Acquisition. 8.3 Earnings and Earnings Per Share ( EPS ) The Proposed Acquisition is not expected to have any material impact on OSK Group s earnings and EPS for the financial year ending 31 December 2015. However, the potential future profit contribution arising from the development of the Lands is expected to enhance earnings of the Group in the near future. 9
9. PERCENTAGE RATIO Pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Listing Requirements ) the highest percentage ratio applicable to the Proposed Acquisition is 5.35% and this announcement is made pursuant to paragraph 10.06 of the Listing Requirements. 10. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors, Major Shareholders of OSK and/or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 11. DIRECTORS STATEMENT The Board, after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the OSK Group. 12. APPROVALS REQUIRED Save as disclosed under Section 5.1 of this announcement, the Proposed Acquisition is not subject to the approval of the shareholders of the Company or any other relevant authorities. 13. DOCUMENTS FOR INSPECTION The following documents will be made available for inspection by members of the Company at the business address of the Company at 7th Floor, Plaza OSK, Jalan 10
Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan during business hours from Mondays to Fridays (except Public Holidays) for a period of three (3) months from the date of this announcement: i. the SPA signed between ABMB and ASSB dated 8 January 2016 in respect of the Proposed Acquisition. ii. the Valuation Report dated 2 December 2015 prepared by Messrs. Rahim & Co. in respect of the valuation of the Lands pursuant to the Proposed Acquisition. This announcement is dated 8 January 2016. 11