SIME DARBY BERHAD ( SIME DARBY ) PROPOSED DISPOSAL OF FREEHOLD LAND IN NEW LUNDERSTON ESTATE MEASURING APPROXIMATELY 297.51 ACRES TO PNB DEVELOPMENT SDN BERHAD BY SIME DARBY BUILDERS SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF SIME DARBY, FOR A TOTAL CASH CONSIDERATION OF RM85.5 MILLION 1. INTRODUCTION 1.1. Sime Darby wishes to announce that Sime Darby Builders Sdn Bhd ( SDBSB or Vendor ), an indirect wholly-owned subsidiary of Sime Darby has, on 29 June 2017, entered into a Sale and Purchase Agreement ( SPA ) with PNB Development Sdn Berhad ( PNBD or Purchaser ) for the disposal of approximately 297.51 acres of land ( the Land ) by SDBSB to PNBD for a cash consideration of RM85,533,000 ( Consideration ) (referred to as the Proposed Disposal ). (SDBSB and PNBD are collectively referred to as the Parties ) 2. DETAILS OF THE LAND 2.1. Details of the Land Land Current usage Location Title Nos./ Lot Nos./ Land Area Tenure Registered Owner Beneficial Owner Encumbrances Other Endorsement Others A parcel of agricultural land Planted with oil palm trees Mukim of Bandar, District of Kuala Langat, Selangor Darul Ehsan Title No. Lot No. Land Area GRN 252112 Lot 5049 120.4 hectares (297.5 acres) Freehold Sime Darby Plantation (Peninsular) Sdn Bhd ( SDPPSB ) SDBSB Nil Nil Application to convert land use zoning from agriculture to mixed development was submitted on 30 June 2015. 2.2. Original cost of investment Sime Darby s original cost of investment in the Land is RM1.1 million. 2.3. Net book value The net book value of the Land in SDBSB is RM30.2 million as at 30 June 2016. 3. CONSIDERATION 3.1. Basis for determining the Consideration The Consideration was arrived at between the parties after taking into consideration the market value of the Land based on two (2) separate valuations as follows: 3.1.1. RM78,000,000 as appraised by Jones Lang Wootton ( JLW ) on an as-is basis for agricultural land, as set out in its valuation certificate dated 27 January 2017 using the comparison method of valuation; and 1
3.1.2. RM85,533,000 as appraised by Hakimi & Associates Sdn Bhd ( Hakimi & Associates ) on an as-is basis for agricultural land, as set out in its valuation certificate dated 30 September 2016 using the comparison and residual method of valuation. JLW and Hakimi & Associates are both registered with the Board of Valuers, Appraisers and Estate Agents Malaysia. The Consideration will be satisfied in cash and will be paid according to the timelines set out in Section 4.2 below. 3.2. Utilisation of proceeds The proceeds derived from the Proposed Disposal will be utilised to fund strategic development projects by Sime Darby Property Berhad ( SD Property ) within the next twelve (12) to twenty four (24) months and for the payment of expenses in relation to the Proposed Disposal. 4. SALIENT TERMS OF THE SPA 4.1. The Land to be disposed of on the following bases: 4.1.1. On an as is where is basis; 4.1.2. Free from encumbrances save and except for: (i) (ii) a Hindu Shrine, which the Vendor shall use its best endeavours to remove the same by 31 December 2018; and a Tenancy Agreement between Sime Darby Plantation Sdn Bhd ( SDPSB ) and SDBSB dated 1 July 2014 which will expire on 30 June 2017. 4.2. Consideration 4.2.1. On 8 May 2017, SDBSB received the sum of RM2,565,990.00 being 3% of the Consideration ( Earnest Deposit ) from PNBD. 4.2.2. Upon execution of the SPA, PNBD shall pay the sum of RM5,987,310.00 being 7% of the Consideration ( Balance Deposit ) in cash. 4.2.3. PNBD shall pay the sum of RM76,979,700.00, being the balance of the Consideration ( Balance Purchase Price ), in the following manner: (i) (ii) The sum of RM64,149,750.00 ( First Tranche of Balance Purchase Price ), equivalent to 75% of the Consideration, to be paid within one month from the date of the SPA; and The final sum of RM12,829,950.00, equivalent to 15% of the Consideration ( Second Tranche of Balance Purchase Price ) to be paid within three months from the Unconditional Date or any other period mutually agreed in writing between the parties as defined in Section 4.3 ( Completion Period ). In the event PNBD is unable to pay the Second Tranche of Balance Purchase Price on or before the expiry of the Completion Period, SDBSB shall grant PNBD a further period of one (1) month from the expiry of the Completion Period to pay the Second Tranche of Balance Purchase Price subject to interest payable by PNBD on the Second Tranche of Balance Purchase Price or any part thereof remaining outstanding, at the Malayan Banking Berhad 1-month fixed deposit account interest rate prevailing on the day after the expiry of the Completion Period calculated on a daily basis from the day after the expiry of the Completion Period until full settlement of the Balance Purchase Price. 2
4.3. Conditions Precedent The SPA is subject to the following: 4.3.1. SDBSB having obtained the approval of the Estate Land Board ( ELB ) for the sale and transfer of the Land by SDBSB to PNBD pursuant to Section 214A of the National Land Code, 1965; 4.3.2. SDBSB and PNBD having obtained the approval of its respective directors, and if required, the approval of its respective shareholders, for the Proposed Disposal; 4.3.3. SDPPSB having obtained the approval of its directors, and if required, the approval of its respective shareholders, for the direct transfer of the Land from SDPPSB to PNBD; and 4.3.4. PNBD may conduct a legal due diligence investigation on the Land, the results of which shall be to the reasonable satisfaction of PNBD in its sole and absolute discretion. The date of which all the above are obtained shall be referred to as the Unconditional Date. 4.4. Completion Barring any unforeseen circumstances and subject to the Conditions Precedent in Section 4.3, Sime Darby expects to complete the Proposed Disposal by 31 December 2017. 4.5. Liabilities to be assumed by the Purchaser There are no liabilities, including contingent liabilities and guarantees, to be assumed by the Purchaser pursuant to the Proposed Disposal. 4.6. The SPA contain representations and warranties which are customary for transactions of this nature. 5. BACKGROUND INFORMATION ON THE PARTIES 5.1. SDBSB 5.2. PNBD SDBSB is a private limited company incorporated in Malaysia on 15 April 1995. Sime Darby holds an indirect 100% equity interest in SDBSB via SD Property. The issued share capital of SDBSB is RM1,000,000 comprising 1,000,000 ordinary shares. The principal activity of SDBSB is property development and construction. SDBSB is the beneficial owner of the Land. Based on its audited financial statements for the financial year ended 30 June 2016, SDBSB recorded a net loss of RM1.9 million whilst its net liabilities were RM4.4 million. PNBD is a private limited company incorporated in Malaysia on 24 June 2000. It is a whollyowned subsidiary of Permodalan Nasional Berhad ( PNB ). The issued share capital of PNBD consists of 100,000,000 ordinary shares and 943,123,000 preference shares. The principal activity of PNBD is investment holding. 6. RATIONALE FOR THE PROPOSED DISPOSAL The Proposed Disposal is in line with Sime Darby s strategy to unlock value through monetisation and opportunistic divestments. 3
7. RISK FACTORS The Proposed Disposal would not be completed in the event the Condition Precedent set out in Section 4.3 above are not fulfilled or in the event of a default by either SDBSB or PNBD. 8. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 8.1. Issued share capital The Proposed Disposal will not have any effect on the issued share capital of Sime Darby. 8.2. Substantial shareholders shareholding The Proposed Disposal will not have any effect on Sime Darby s substantial shareholders shareholding in Sime Darby. 8.3. Earnings per share ( EPS ) 8.3.1. Sime Darby is expected to record a gain on disposal (after non-controlling interests) of RM62.4 million by the financial year ending 30 June 2018. This gain includes the estimated cost of disposal but excludes the impact of any contingent payment under the SPA. 8.3.2. For illustrative purposes only, based on the issued share capital of Sime Darby as at 23 June 2017 of 6,800,839,377 ordinary shares, the consolidated EPS of Sime Darby is expected to increase by 0.9 sen. 8.4. Net assets per share and gearing The Proposed Disposal is not expected to have a material impact on the consolidated gearing of Sime Darby for the financial year ending 30 June 2017. For illustrative purposes only, based on Sime Darby s issued share capital as at 23 June 2017 of 6,800,839,377 ordinary shares and without considering the impact of dividends, the consolidated net assets per share is expected to increase by 0.9 sen for the financial year ending 30 June 2017. 9. APPROVALS OF SHAREHOLDERS AND REGULATORY AUTHORITIES 9.1. The Proposed Disposal is not subject to the approval of Sime Darby s shareholders or any regulatory authorities apart from those mentioned in Section 4.3. 9.2. The Proposed Disposal is not inter-conditional upon any other corporate proposals of Sime Darby. 10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM 10.1. Interested Shareholders 10.1.1. PNB is a person connected with Amanah Saham Bumiputera ( ASB ) and is a substantial shareholder of Sime Darby holding 6.057% equity interest in Sime Darby as at 23 June 2017. In addition, PNB holds 100% equity interest in PNBD. Accordingly, PNB is deemed interested in the Proposed Disposal. 4
10.1.2. ASB is a major shareholder and also the largest shareholder of Sime Darby holding 40.870% equity interest in Sime Darby as at 23 June 2017. Accordingly, ASB is deemed interested in the Proposed Disposal. PNB and ASB are collectively referred to as Interested Shareholders. 10.2. Interested Directors Tan Sri Dato Sri Dr Wan Abdul Aziz Wan Abdullah is a Non-Independent Non-Executive Director and the Deputy Chairman of Sime Darby. He is a Director of PNB and representative of PNB on the Board of Directors of Sime Darby. Tan Sri Datuk Dr Yusof Basiran, Muhammad Lutfi, Datuk Dr Mohd Daud Bakar and Zainal Abidin Jamal are Non-Independent Non-Executive Directors of Sime Darby and representatives of PNB on the Board of Directors of Sime Darby. As such, Tan Sri Dato Sri Dr Wan Abdul Aziz Wan Abdullah, Tan Sri Datuk Dr Yusof Basiran, Muhammad Lutfi, Datuk Dr Mohd Daud Bakar and Zainal Abidin Jamal (collectively the Interested Directors ) are deemed interested in the Proposed Disposal and have abstained and will continue to abstain from deliberating and voting pertaining to the Proposed Disposal at the relevant meetings of the Board of Directors of Sime Darby. 10.3. Transactions with Interested Shareholders The transactions between the subsidiaries of Sime Darby which involves the interest of PNB for the preceding 12 months, from 29 June 2016 to 29 June 2017, are as follows: Company Sime Darby Plantation Sdn Bhd, a whollyowned subsidiary of Sime Darby Transacting Parties Yong Peng Realty Sdn Bhd ( YPR ) and Perusahaan Minyak Sawit Bintang Sdn Bhd ( PMSB ), both indirect wholly-owned subsidiaries of PNB Nature of Transaction Proposed acquisitions of the assets of YPR and PMSB ( Transaction 1 ) Amount (RM million) Applicable Percentage Ratio 106.7 0.35% The Glengowrie Rubber Company Sdn Berhad, an indirect 93.3%- owned subsidiary of Sime Darby Petaling Garden Sdn Bhd, an indirect wholly-owned subsidiary of PNB Disposal of land in Glengowrie estate ( Transaction 2 ) 428.8 1.31% Total 535.5 1.66% 11. PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD The highest percentage ratio applicable to the Proposed Disposal is 0.26% based on the audited consolidated financial statements of Sime Darby for the financial year ended 30 June 2016. The highest aggregate percentage ratio for all the transactions between Sime Darby and the Interested Shareholders pursuant to Paragraph 10.12(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, namely Transaction 1, Transaction 2 and 5
the Proposed Disposal is 1.92%. As such, the Proposed Disposal is not subject to Sime Darby s shareholders approval and only requires an announcement. 12. GOVERNANCE AND AUDIT COMMITTEE ( GAC ) STATEMENT 12.1. The GAC of the Board of Directors of Sime Darby, having considered all aspects of the Proposed Disposal, including but not limited to the basis and justification for the Consideration, the rationale for the Proposed Disposal and the salient terms of the SPA, is of the opinion that the Proposed Disposal is: 12.1.1. in the best interest of the Sime Darby Group; 12.1.2. fair, reasonable and on the Sime Darby Group s normal commercial terms; and 12.1.3. not detrimental to the interest of the minority shareholders of Sime Darby. 13. DIRECTORS STATEMENT The Board of Directors of Sime Darby (save for the Interested Directors), having considered all aspects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of Sime Darby. 14. DOCUMENTS FOR INSPECTION The SPA is available for inspection during normal business hours at the registered office of Sime Darby at 19 th Floor, Wisma Sime Darby, Jalan Raja Laut, 50350 Kuala Lumpur, Malaysia, from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 29 June 2017. 6