ANNOUNCEMENT UNITED MALAYAN LAND BHD ( UMLand or the Company ) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN TENTU TEGUH SDN BHS (TTSB) AND FREEHOLD LAND MEASURING APPROXIMATELY 332.68 ACRES IN THE EASTERN CORRIDOR OF ISKANDAR MALAYSIA 1. INTRODUCTION The Board of Directors (Board) of UMLand wishes to announce that UMLand had, on 10 November 2011, entered into a conditional Share Sale Agreement (SSA) with the vendors specified in paragraph 2.2 for the proposed acquisition of the entire equity interest in TTSB representing 1 million ordinary shares of RM1.00 each (Sale Shares) for a cash consideration of RM10,978,718.82 (Proposed Acquisition). Upon completion of the Proposed Acquisition, TTSB shall become a wholly-owned subsidiary of UMLand. TTSB had on 9 February 2011 entered into a sale and purchase agreement (SPA) with SAP Holdings Berhad (SAP Holdings) to acquire three pieces of freehold land located at the Felda Cahaya Baru, Mukim Plentong, District of Johor Bahru, Johor, measuring in total 332.68 acres (the Land) for a total consideration of RM45 million (Land Acquisition). Pursuant to the Land Acquisition, TTSB will pay the total consideration to SAP Holdings and Cahaya Baru Development Berhad (CBDB) via a schedule of payments stipulated in certain agreements entered into by the three parties. Pursuant to the Proposed Acquisition, UMLand shall assume the outstanding liabilities from the Land Acquisition. The Land shall be registered in the name of TTSB upon payment of RM19.9 million to SAP Holdings in accordance with the terms of the SPA. 2. DETAILS OF THE PROPOSED ACQUISITION The details of the Proposed Acquisition are as follows: 2.1 Information on TTSB TTSB was incorporated in Malaysia under the Companies Act 1967 on 9 July 2009. The authorized and issued and paid-up share capital of TTSB is RM1,000,000 comprising 1,000,000 shares of RM1 each. Its principal activity is in property investment. 1
2.2 Information on the Vendors The vendors named hereunder (Vendors) are the legal and beneficial owners of the Sale Shares of TTSB: Shareholding No. of ordinary shares of RM1.00 each % Fadzil Bin Abdul Rahman 480,000 48 Sue Harlina Binti Sudin 100,000 10 Aminuddin Abdul Rahman 320,000 32 Ten No Mizu Sdn Bhd 100,000 10 Total 1,000,000 100 2.3 Information on the Land The Land acquired by TTSB are held under titles HS(M) 2997 PTD 171000, HS(M) 2998 PTD 171001 and HS(M) 2999 PTD 171002, all located at the Felda Cahaya Baru, Mukim Plentong, District of Johor Bahru, Johor, with a total area of approximately 332.68 acres. The Land is acquired free from all encumbrances. 2.4 Salient Terms of the SSA The salient terms and conditions of the SSA are as follows:- 2.4.1 Conditions Precedent Subject to the acceptance of the due diligence results, the SSA is further subject to such other approvals as may be required by any law, statute, regulation or governmental or regulatory authorities if any, being obtained. 2
2.4.2 Terms and settlement of the purchase consideration The purchase consideration for the Sale Shares is to be settled as follows: Deposit RPGT sum Purchase Consideration RM Timing of Payment 20,000.00 Paid upon acceptance of the offer. 219,574.37 Equivalent to 2% of the Sale Shares consideration to be paid to the purchaser s solicitors as stakeholders on or before the Completion Date 1 st payment 4,151,913.15 Within 7 days from the approval of the layout plan / conversion of land to residential / mixed development use being obtained by the Vendors at the Vendors costs and expenses within 6 months from the SSA 2 nd payment 6,587,231.30 Within 18 months after approval of the layout plan / conversion of land to residential / mixed development. Total 10,978,718.82 The purchase consideration of the Sale Shares is subject strictly to the maximum liabilities of TTSB being at no more than RM9,299,756.50. In the event that the liabilities of TTSB shall exceed the said amount, then the purchase consideration shall be reduced accordingly by the increase of the liabilities. The Sale Shares shall be acquired free from all liens, charges, options, rights of pre-emptions and encumbrances, and with all rights attached thereto with effect from the Completion Date. 2.4.3 Liabilities to be assumed by UMLand As at the date of the SSA, the total liabilities based on the management accounts of TTSB as at 31 October 2011 amount to RM9,299,756.50. The outstanding amounts payable by TTSB pursuant to the Land Acquisition are as follows: Amount due to: RM SAP Holdings 19,945,524.68 CBDB 22,500,000.00 Total 42,445,524.68 A sum of RM2,554,475.32 has been paid by TTSB to SAP Holdings upon entering into the SPA for the Land Acquisition. 3
UMLand will assume all the above liabilities pursuant to the terms and conditions of the SSA. Save for the liabilities arising from the Proposed Acquisition and Land Acquisition mentioned above, there are no other liabilities, including contingent liability and guarantee to be assumed by the Company. 2.5 Basis of determining the purchase consideration The purchase consideration for the Sale Shares was arrived at between the parties on a willing-buyer-willing-seller basis after taking into consideration the following: a) Development potential of the Land in view of the strategic location, accessibility to the Land and target catchment from surrounding areas; and b) Market value of the land of RM100.7 million assessed by Messrs Raine and Horne, an independent registered valuer as at 21 October 2011. Based on the audited financial statements of TTSB as at 30 June 2011, TTSB s net liabilities amount to RM4.15 million. The aggregate of the purchase consideration for the Sale Shares (RM10.98 million) and all liabilities assumed by UMLand (RM51.76 million) amounting to RM62.74 million is a discount of 38% to the market value of the Land. 2.6 Proposed Development of the Land The Land will be developed into a self contained township, comprising residential and commercial properties complemented by community parks and amenities. The application for conversion of land and revised layout plan will be submitted to the relevant authorities by the Vendors to enhance the overall development concept of the Land. It is too preliminary at this stage to ascertain the gross development value, cost and expected profit to be derived from the proposed development. Subject to the approval of authorities on the land conversion and the revised layout plan, the proposed development is expected to commence in the second half of 2012 and will span over a period of approximately 5 years. 2.7 Source of Funding The purchase consideration for the Sale Shares and liabilities assumed from the Land Acquisition will be financed through a combination of internally generated funds and/or bank borrowings, the final breakdown of which will only be determined at a later stage. 2.8 Highest Percentage Ratio Applicable Pursuant to Paragraph 10.02(g) Bursa Malaysia Securities Berhad Main Market Listing Requirements (MMLR) The ratio of 7.1% pursuant to paragraph 10.02(g) of the MMLR is the highest percentage ratio applicable to the Proposed Acquisition. 4
3. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition will allow UMLand access to the Land recently acquired by TTSB. The new Senai-Desaru Highway, an expressway linking Senai, Pasir Gudang and Desaru development, cuts across the Northern part of the Land, providing visibility and accessibility to the Land via the Cahaya Baru interchange. It is within close proximity of UMLand s flagship township, Bandar Seri Alam and surrounding developments of various townships such as Taman Scientex, Bandar Bistari Perdana, Kota Masai and Lakehill Resort City. The site is also close to the up and coming industrial area known as Tanjung Langsat as well as the Pasir Gudang Port. The Tanjung Langsat industrial area has been earmarked to be developed into a port for petro-chemicals and non-edible bulk chemicals and storage facilities. A total of 10 multinational companies have committed to invest more than RM4 billion in this industrial estate over the next few years which is expected to create 4,000 jobs. The fast expanding townships in the vicinity of the Land and growth in population from the increasing economic activities will provide a good base of potential buyers for our proposed development on the Land. 4. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 4.1 Share Capital, Substantial Shareholders Shareholdings, Net Assets Per Share, The Proposed Acquisition will not have any material effect on the share capital, substantial shareholders shareholdings or net assets per share of UMLand. 4.2 Earnings Per Share The Proposed Acquisition will not have a material impact on the earnings per share of UMLand Group for the financial year ending 31 December 2011. 4.3 Gearing The Proposed Acquisition will not have a material impact on the gearing of UMLand Group for the financial year ending 31 December 2011, save for the borrowings to be obtained to finance the Proposed Acquisition and Land Acquisition, the proportion which will be determined later. 5. PROSPECTS AND RISK FACTORS 5.1 Political, Economic and Regulatory Considerations Adverse developments in political, economic and regulatory conditions in Malaysia, could materially and adversely affect the financial prospects of the UMLand Group. Political and economic uncertainties include but are not limited 5
to, changes in labour laws, availability of labour, a switch in political leadership and/or changes in the government s policies on interest rates, methods of taxation and licensing regulations. These factors affect all players in the property industry and are generally beyond the management s control. As multi-billion ringgit investments in Johor s Iskandar Malaysia take shape, property players and investors are increasingly positive that the Johor property market is poised for future growth after a sluggish decade. Although total transaction volume for properties in Iskandar Malaysia remained constant over the years, the transaction value and demand have been on the uptrend, particularly since 2H2010. Data from National Property Information Centre (NAPIC) showed that the transaction volume in Johor in 4Q2010 has increased from 2,105 units to 5,147 units compared to the preceding year. Significantly, the transaction value nearly tripled to RM1.13 billion in 4Q2010 from RM397 million in the previous quarter. The Company is confident of the prospects in Iskandar Malaysia. Notwithstanding, the Group will continuously take reasonable steps to mitigate the risks mentioned above and to respond and adapt to the ever-changing economic and regulatory environment in order to alleviate any difficulties arising from the changes in the political, economic and regulatory circumstances should they arise in future. 5.2 Business Risk As the UMLand Group is principally involved in property development, the Company is subject to certain business risks inherent in the property development industry. These business risks may include but are not limited to, changes in general economic conditions, government regulations, inflation, competition from existing players and new entrants, shortage of labour for project completion, disruption in the supply of building materials and non-renewal of licenses. Despite the fact that the management continuously seeks to limit and mitigate these risks through the implementation of prudent business strategies, continuous review of the operations and marketing strategies, efforts taken to improve efficiency, as well as, close monitoring of the Company s property development projects and the Group s cash flows, there can be no assurance that any change to these risks would not have any material adverse impact on UMLand Group s business. 5.3 Competition UMLand Group s business faces competition from various competitors including local and foreign property developers which could result in smaller market share. The property development market is highly competitive. Many large developers have established their presence in Iskandar Malaysia and that it would be the next area of opportunity. 6
The Company believes that the location of the Land is strategic with easy access from the expressway and the prospects for development will continue to be positive. However, no assurance is given that the Group will be able to maintain its competitive advantage in the residential and commercial and properties market in the future. 6. APPROVALS REQUIRED Save for those disclosed in paragraph 2.4.1, the Proposed Acquisition is not subject to the approval of the shareholders of UMLand or other government authorities. 7. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors or major shareholders and/or person(s) connected to them has any interest, direct or indirect in the Proposed Acquisition. 8. DEPARTURE FROM THE SECURITIES COMMISSION S GUIDELINES ON THE OFFERING OF EQUITY AND EQUITY-LINKED SECURITIES (SC GUIDELINES) The Proposed Acquisition is not subject to the approval of the Securities Commission and does not fall under the SC Guidelines. However, to the best knowledge of the Board, the Proposed Acquisition has not departed from the SC Guidelines. 9. DIRECTORS RECOMMENDATION The Board, having taken into consideration all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is fair and reasonable, and is in the best interest of the UMLand Group. 10. ESTIMATED TIMEFRAME FOR THE COMPLETION OF THE PROPOSED ACQUISITION Barring any unforeseen circumstances and subject to all the required approvals, the Proposed Acquisition is expected to be completed within 24 months from the date of the SSA. 11. DOCUMENTS AVAILABLE FOR INSPECTION The SSA is available for inspection at UMLand s registered office at Suite 1.1, 1 st Floor, Kompleks Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur between 9.00 a.m. and 5.00 p.m. on Mondays to Fridays (except on public holidays), for the time being, for a period of three (3) months from the date of this announcement. 7
This announcement is dated 10 November 2011. 8