PROPOSED DISPOSAL BY AMANAH HARTA TANAH PNB TO MR. TIONG PING AND MS. CHIONG AI LIAN OF A FOUR (4) STOREY CORNER SHOPHOUSE IDENTIFIED AS LOT 335, 22-J, SECTION 9, OFF JALAN RUBBER, 93400 KUCHING, SARAWAK HELD UNDER LOT 335, SECTION 9, KUCHING TOWN LAND DISTRICT FOR A CASH CONSIDERATION OF RINGGIT MALAYSIA ONE MILLION (RM1,000,000) ONLY 1. INTRODUCTION Pelaburan Hartanah Nasional Berhad (Company No. 175967-W) ("PHNB or the Manager"), the management company of Amanah Harta Tanah PNB ("AHP") wishes to announce that on 7 January 2013 AmanahRaya Trustees Berhad (Company No, 766894-T) (the Trustee or "ART"), as trustee for AHP, has entered into a Sale and Purchase Agreement dated 7 January 2013 (the "SPA ) in respect of the proposed disposal of a four (4) storey corner shophouse identified as Lot 335, 22-J, Section 9, Off Jalan Rubber, 93400 Kuching, Sarawak held under Lot 335, Section 9, Kuching Town Land District (the "Kuching Property") (the "Proposed Disposal") with Mr. Tiong Ping (NRIC: 710716-13-5127) and Ms. Chiong Ai Lian (NRIC: 700612-13-5588) ( the Purchasers ) for a cash consideration of Ringgit Malaysia One Million (RM1,000,000) only (the Purchase Price ). 1.1 The Proposed Disposal AHP proposes to dispose the Kuching Property to the Purchasers for the Purchase Price. The Proposed Disposal is subject to the terms and conditions as stipulated under the SPA. 1.2 Information on the Kuching Property The Kuching Property is a leasehold property which comprises four storey (4) corner shophouse, bearing postal address Lot 335, 22-J, Section 9, Off Jalan Rubber, 93400 Kuching, Sarawak. The Kuching Property is situated approximately 2 kilometers south-west of Kuching City Centre. It is accessible from Kuching City via Jalan Tun Abang Openg, Jalan Satok, Lorong Satok 9, Lorong Rubber and thereafter via a service road i.e. the frontage road. The immediate neighbourhood of the Kuching Property comprises mainly of 3-4 storey terrace-type shophouses. Located a short distance to the north-east is Wisma Satok. Further details are as set out below: Page 1 of 5
Postal Address: Lot 335, 22-J, Section 9, Off Jalan Rubber, 93400 Kuching, Sarawak Particular of Titles: Tenure : Type of Property: Land area: Gross Built-up area: Existing use: Appraised value: Audited net book value (as at 31 December, 2011): Lot 335, Section 9, Kuching Town Land District Leasehold A four (4) storey corner shophouse 137.8 sq. metres (1,483.27 sq. ft.) 411.74 sq. metres (4,432 sq. ft.) As an office space RM1,000,000 by Messrs. Azmi & Co. Sdn. Bhd. (as at 9 August, 2012) RM1,000,000 in aggregate Date of Acquisition : 30 August, 2002 Acquisition cost: RM 854,556.00 Addition cost: Encumbrances: Nil Nil 2. DETAILS OF THE DISPOSAL 2.1 Salient terms and conditions of the SPA/Proposed Disposal The salient terms and conditions of the SPA/Proposed Disposal are as follows: (i) (iii) (iv) The Proposed Disposal is on an as is where is basis but free from all encumbrances and subject to all existing tenancies and all restrictions and conditions express or implied on the document of title for the price and upon the terms and conditions set forth. The consideration for the Proposed Disposal of Kuching Property is arrived at on a willing-buyer-willing-seller basis after taking into consideration the fair market value as determined by Messrs. Azmi & Co. Sdn. Bhd. as at 9 August, 2012. The Proposed Disposal is conditional upon and subject to the approval of the Trustee and any relevant authorities (the Conditions Precedent ). The SPA shall become unconditional on the date of which the Conditions Precedent shall have been obtained in accordance with the provisions of the SPA (the Unconditional Date ). Page 2 of 5
2.2 The Purchaser shall pay the total Purchase Price in the following manner: (i) (iii) A sum of Ringgit Malaysia Twenty Thousand (RM20,000) only being the earnest deposit under SPA, which has been paid to AHP, upon acceptance of the offer for sale prior to the execution of the SPA; A sum of Ringgit Malaysia Eighty Thousand (RM80,000) only being the additional deposit under the SPA upon execution of the SPA; and The aggregate balance Purchase Price of Ringgit Malaysia Nine Hundred Thousand (RM900,000) only shall be paid to AHP s solicitor as stakeholders on the completion date (defined in the SPA as being a date falling within the completion period of ninety (90) days from the unconditional date or the extended completion period of thirty (30) business days or such other further period as shall be mutually agreed upon by the parties). 2.3 Basis of arriving at the Purchase Price The Purchase Price was agreed by the parties arrived on a "willingbuyer willing-seller" basis and at not less than its appraised market value (as at 9 August, 2012, of RM1,000,000) as valued by Messrs. Azmi & Co. Sdn. Bhd, an independent firm of registered valuers. The valuation of RM1,000,000 was derived from the comparison and income approach methods of valuation. 3. INFORMATION ON THE PURCHASERS The Purchasers, Mr. Tiong Ping (NRIC: 710716-13-5127) is an individual operating his own company, Torpedo General Trading (the "Company"), which principally involve in the supply and installation of aluminium products. The Company was incorporated in Kuching in 1991 under registration number 45/91. Ms. Chiong Ai Lian (NRIC: 700612-13-5588) is an individual who is currently employed as a school teacher at SJKC Hock Lam, 96800 Kapit, Sarawak. 4. RATIONALE FOR THE DISPOSAL The disposal of the Kuching Property is in line with the objective of the Manager to restructure the portfolio and enhance the value of AHP. 5. UTILIZATION OF SALES PROCEED Proceeds from the Proposed Disposal shall be utilized for part payment of acquisition of new property by the Fund in the future. Page 3 of 5
6. EFFECTS OF THE DISPOSAL The Proposed Disposal will not have any effect on the unitholders capital or unitholdings of the substantial unitholders of AHP. The Proposed Disposal will not have any material effect on the Net Asset Value ( NAV ) of AHP. Net earnings for AHP will decrease by approximately RM34,747.76 per annum (being the rental income from the Kuching Property excluding interest income). The Proposed Disposal will not have material effect on future distributions. 7. APPROVALS REQUIRED The Proposed Disposal has been approved by the Trustee in accordance with the Deed and the REIT Guidelines issued by the Securities Commission. 8. DIRECTORS AND MAJOR SHAREHOLDERS INTEREST Save as disclosed below, none of the Directors of PHNB/ART and/or major unit holders and/or persons connected with the Directors of PHNB/ART and/or major shareholders of AHP has any interest, direct or indirect, in the Proposed Disposal. 9. STATEMENT BY DIRECTORS The Board of PHNB/ART, after careful consideration of all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is fair and reasonable and is in the best interest of AHP and its unitholders. 10. ESTIMATED TIME FRAME FOR COMPLETION The Disposal of the Kuching Property is expected to be completed by the first quarter of the financial year 2013. 11. DEPARTURE FROM THE REIT GUIDELINES To the best knowledge of the Board of the Manager, the Proposed Disposal does not depart from the REIT Guidelines. 12. DOCUMENTS FOR INSPECTION The following documents are available for inspection at the office of the Manager at Level 31, Menara PNB, 201-A Jalan Tun Razak, Kuala Lumpur, during normal office hours of the Manager i.e. from Monday to Friday (except on Saturdays, Sundays and public holidays) for a period of three (3) months from the date of this announcement: Page 4 of 5
(i) the SPA; and the Valuation of Kuching Property prepared by Messrs. Azmi & Co. Sdn. Bhd. as at 1 December 2011 and Update Valuation as at 9 August, 2012, respectively. This announcement is dated 7 January 2013. Page 5 of 5