CASB was incorporated in Malaysia on 16 July 1997 and its principal activities are construction and property development.

Transcription

1 TRANSFER OF MALAYSIAN RESOURCES CORPORATION BERHAD S 100% EQUITY INTEREST IN LOTUS TERRAIN SDN BHD TO DMIA (M) SDN BHD IN CONSIDERATION FOR TRANSFER OF DMIA (M) SDN BHD S 30% EQUITY INTEREST IN COUNTRY ANNEXE SDN BHD TO MALAYSIAN RESOURCES CORPORATION BERHAD ( SHARE SWAP ); AND DISPOSAL OF MALAYSIAN RESOURCES CORPORATION BERHAD S 70% EQUITY INTEREST IN PARADIGMA BERKAT SDN BHD TO DMIA (M) SDN BHD FOR A CONSIDERATION OF RM39,010,808 ( DISPOSAL ) COLLECTIVELY REFERRED TO AS PROPOSALS 1. INTRODUCTION Malaysian Resources Corporation Berhad ( MRCB or the Company ) is pleased to announce that it had today entered into the following agreements with DMIA (M) Sdn Bhd ( DMIA ): - Share Swap Agreement on the transfer of MRCB s 100% equity interest in Lotus Terrain Sdn Bhd ( LTSB ) to DMIA in consideration for the transfer of DMIA s 30% equity interest in Country Annexe Sdn Bhd ( CASB ) to MRCB; and - Share Sale Agreement on the disposal of MRCB s 70% equity interest in Paradigma Berkat Sdn Bhd ( PBSB ) to DMIA for a consideration of RM39,010, DETAILS OF THE PROPOSALS 2.1 Information on CASB CASB was incorporated in Malaysia on 16 July 1997 and its principal activities are construction and property development. On 11 April 2011, MRCB, DMIA and CASB had entered into a Joint Venture and Shareholder s Agreement whereby CASB had been identified as the joint venture company to undertake a mixed development project in Brickfields, Kuala Lumpur, on a commercial land measuring 4.92 acres in accordance with the terms and conditions of the Privatization Agreement with the Government of Malaysia. The authorized share capital of CASB is RM1,000,000 divided into 500,000 Ordinary of RM1.00 each ( Ordinary ), 25,000,000 Redeemable Convertible Preference of RM0.01 each ( RCPS ) and 25,000,000 Non-Convertible Redeemable Preference of RM0.01 each ( NCRPS ). The current issued and paidup capital and shareholding structure of CASB are as follows: % No. of NCRPS MRCB 210, ,000, DMIA 90, Total 300, ,000, %

2 2.2 Information on LTSB LTSB was incorporated in Malaysia on 28 November 2012 and its principal activities are engineering and construction services. On 20 March 2013, MRCB, Dhaya Maju Infrastructure Asia Sdn Berhad ( DMIA Infra ) and LTSB had entered into a Joint Venture and Agreement whereby LTSB had been identified as the joint venture company to undertake the proposed double tracking of railway lines in Klang Valley, specifically in the sector between Rawang and Salak Selatan (Phase 1) and the sector between Salak Selatan - Seremban SPK Pelabuhan Kelang (Phase 2) ( KVDT Project ). MRCB and DMIA Infra received a Letter of Intent dated 12 March 2013 from Ministry of Transport ( MOT ) in relation to the KVDT Project. The authorized share capital of LTSB is RM100,000 divided into 100,000 Ordinary of RM1.00 each. LTSB is currently a wholly owned subsidiary company of MRCB with an issued and paid-up capital of RM Information on PBSB PBSB was incorporated in Malaysia on 14 September 2011 and its principal activity is property development. On 24 February 2012, MRCB, DMIA and PBSB had entered into a Joint Venture and Shareholder s Agreement whereby PBSB had been identified as the joint venture company to undertake a Salak South mixed development project on a land measuring acres located in Salak South in accordance with the terms and conditions of the Privatization Agreement with the Government of Malaysia. The authorized share capital of PSSB is RM500,000 divided into 400,000 Ordinary of RM1.00 each and 10,000,000 Redeemable Preference of RM0.01 each ( RPS ). The current issued and paid-up capital and shareholding structure of PSSB are as follows: % No. of RPS % MRCB 210, DMIA 90, , Total 300, ,

3 2.4 Information on DMIA DMIA was incorporated in Malaysia on 14 May 2008 with an authorized share capital of RM25,000,000,000 divided into 25,000,000,000 ordinary shares of RM1.00 each. The issued and paid-up capital of RM20,000,000 divided into 20,000,000 ordinary shares of RM1.00 each. DMIA principal activities are investment holding company engaged in construction and infrastructure. DFI Holdings (M) Sendirian Berhad 13,120, Dato Salehudin bin Abdullah 4,000, Nazreen binti Ahmad 2,880, Total 20,000, Information on DMIA Infra DMIA Infra was incorporated in Malaysia on 4 May 1996 with an authorized share capital of RM25,000,000,000 divided into 25,000,000,000 ordinary shares of RM1.00 each. The issued and paid-up capital of RM20,000,000 divided into 20,000,000 ordinary shares of RM1.00 each. DMIA Infra principal activities are housing developer, general, infrastructure construction. Nazreen binti Ahmad 8,000, Datuk Subramaniam Pillai s/o Sankaran Pillai 6,000, Siti Saffur binti Mansor 3,750, Abdullah bin Abdul Rahman 2,250, Total 20,000, Purchase Consideration Share Swap The consideration for the Share Swap of RM78,719 was arrived at on a willing buyerwilling seller basis after taking into consideration 30% of the audited net tangible assets of CASB as at 31 December 2013 ascribed for the shares in CASB and LTSB. There will be no cash payment between the seller and buyer, as the RM78,719 will be the value attributed to the Share Swap. % %

4 Disposal The consideration for the Disposal of RM39,010,808 was arrived at on a willing buyerwilling seller basis after taking into consideration the valuation report from Messrs. C H Williams Talhar & Wong Sdn Bhd ( WTW ) and on the future profit contribution to MRCB Group from the development of the proposed development from PBSB. 2.7 Liabilities to be Assumed There are no additional liabilities to be assumed by MRCB arising from the Share Swap. 2.8 Salient Terms of the Share Swap and Share Sale Agreements The salient terms includes, amongst others, the following: Share Swap Agreement (a) (b) (c) MRCB to transfer the LTSB to DMIA and in consideration thereof, DMIA will transfer the CASB to MRCB at Completion, free from any Encumbrances; MRCB will execute the Novation and Absolute Assignment Agreement in favour of DMIA Infra whereby DMIA Infra will agree to release and discharge MRCB from further performance of the terms and conditions of the Letter of Intent dated 12 March 2013 issued by the Ministry of Transport; and Effective from the date of the abovementioned agreement, the Joint Venture and Shareholder s Agreement(s) ( JVSA ) dated 11 April 2011 and 20 March 2013 for CASB and LTSB respectively, shall terminate and be of no legal effect whatsoever. Share Sale Agreement (a) (b) The Sale shall be free from all encumbrances; The consideration shall be paid by DMIA in the following manner: (i) DMIA will procure DMIA Infra to repay Region Resources Sdn Bhd the remaining advance amounting to RM9,000,000 for the purpose of accelerating the construction works for the Little India project, the Pines Bazaar project and the Government Quarters project as described in the privatization agreement with the Government of Malaysia ( the Project ) on 31 May 2015; and (ii) the disposal consideration of RM39,010,808 to be paid to MRCB on 30 November (c) Effective from the date of the abovementioned agreement, the JVSA dated 24 February 2012 shall terminate and be of no legal effect whatsoever. 3. RATIONALE The Share Swap will enable MRCB to gain full control of CASB as well as improving the efficiency through single management structure thus enhancing MRCB s profile as a leading developer of transportation hub. The Share Swap would also improve the earnings prospect of the Group.

5 The Disposal will give rise a cash inflow of RM39,010,808 to the Group and also recoup the advance given to DMIA Infra amounting to RM15,000,000 for the purpose of accelerating the construction works for the Project. 4. RISKS IN RELATION TO THE PROPOSALS MRCB does not envisage any completion risk since all relevant approvals have already been obtained. 5. EFFECTS OF THE PROPOSALS 5.1 Share capital and substantial shareholders shareholdings The Proposals will not have any effect on the issued and paid-up share capital of MRCB as well as the substantial shareholders shareholdings in MRCB as the Proposals does not involve any issuance of shares. 5.2 Earnings and earnings per share The Proposals is not expected to have any material effect on the earnings and earnings per share of MRCB Group for the financial year ending 31 December However, it is expected to contribute positively to the future earnings of MRCB Group. 5.3 Net assets per share and gearing The Proposals will not have any material effect on the net assets per share and gearing of MRCB Group for the financial year ending 31 December APPROVALS REQUIRED The Proposals is not subject to any regulatory approval or the approval of the shareholders of MRCB. 7. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposals is expected to be completed by the fourth quarter of DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of MRCB or any persons connected to them have any interest, whether direct or indirect, in the Proposals.

6 9. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSALS The highest percentage ratio applicable to the Proposals pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.97%, based on the value of the assets and the net assets of MRCB for the financial year ended 31 December BOARD OF DIRECTORS STATEMENT The Board, having considered all aspects of the Proposals including the rationale and effects and after careful deliberation, is of the opinion that the Proposals is in the best interest of MRCB. 11. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Share Swap and Share Sale Agreements are available for inspection at the registered office of the Company at Level 33A, Menara Nu 2, 203, Jalan Tun Sambanthan, KL Sentral, Kuala Lumpur during office hours from Mondays to Fridays (except for public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 31 March 2015.