INFORMATION ON MITCE 1. BACKGROUND INFORMATION MITCE was incorporated as a private limited company under the name of Neraca Tuah Sdn Bhd on 14 August 1995 in Malaysia under the Act and has assumed its present name of MITC Engineering Sdn Bhd on 12 September 2007. As at the LPD, the authorised share capital of MITCE is RM1,000,000 comprising 1,000,000 MITCE Shares, of which RM1,000,000 comprising 1,000,000 MITCE Shares have been issued and fully paid-up. The principal activities of MITCE are civil engineering, design and build and trading of building materials. MITCE, through its subsidiaries, is involved in the trading of building materials and construction of residential and commercial buildings and related infrastructure in Malaysia. 2. DIRECTORS AND SHAREHOLDERS The directors of MITCE and their direct and indirect shareholdings in MITCE as at the LPD are as follows:- Name Nationality Direct No. of MITCE Shares % Indirect No. of MITCE Shares % Tan Sri Lim Hock San Malaysian - - (1) 750,000 75.00 Datuk Wira Lim Hock Guan Malaysian - - (1) 750,000 75.00 Maj (Hon) Dato Sri Lim Hock Sing Malaysian - - (1) 750,000 75.00 Dato Chia Lok Yuen Malaysian - - - - Dato Lim Mooi Pang Malaysian - - - - Lim Lit Chek Malaysian 250,000 25.00 - - Note:- (1) Deemed interest by virtue of their shareholdings in LBGB, being the holding company of MITC, pursuant to Section 6A of the Act. As at the LPD, MITC holds 750,000 MITCE Shares, representing direct equity interest of 75.0% in MITCE. MITC is a wholly-owned subsidiary of LBS Bina Holdings Sdn Bhd, which in turn is a wholly-owned subsidiary of LBGB. [The rest of this page has been intentionally left blank] 1
3. FINANCIAL INFORMATION A summary of the audited financial information of MITCE for the FYE 31 December 2013 and audited consolid financial information of MITCE and its subsidiaries ( MITCE Group ) for the FYEs 31 December 2014 and 31 December 2015 are as follows:- FYE 31 December FPE 30 June 2013 (1) 2014 2015 2016 (RM 000) (RM 000) (RM 000) (RM 000) Revenue 252,835 313,632 266,941 208,739 Profit before tax 18,704 14,022 13,582 15,625 Profit after tax attributable to the owners 13,807 10,451 10,186 11,556 of MITCE Net profit/(loss) attributable to: - owners of MITCE 13,807 10,451 10,186 11,556 - non-controlling interests - (470) (1,504) - 13,807 9,981 8,682 11,556 Share capital 750 1,000 1,000 1,000 Equity attributable to: - owners of MITCE 22,405 25,106 23,292 29,795 - non-controlling interests - (470) (1,974) - 22,405 24,636 21,318 29,795 Total borrowings 10,443 23,849 31,666 34,809 NA per MITCE Share (RM) 29.87 25.1 23.3 29.79 EPS (RM) 18.41 10.5 10.2 11.56 Current ratio (times) 1.13 0.99 0.94 0.99 Gearing ratio (times) 0.47 0.95 1.36 1.17 Note:- (1) Audited financial statements of MITCE for the FYE 31 December 2013 were not prepared on consolid basis as MITCE does not have any subsidiary or associate company in the FYE 31 December 2013. Commentary on the financial performance of MITCE Group FYE 31 December 2014 compared to FYE 31 December 2013 MITCE Group s revenue increased by 24.05% from RM252.84 million in the FYE 31 December 2013 to RM313.63 million in the FYE 31 December 2014. The increase in revenue was mainly due to higher work done on MITCE Group s on-going and newly secured construction contracts as well as higher demand from sub-contractors for building materials. Notwithstanding the abovementioned increase in revenue for the FYE 31 December 2014, MITCE Group s PAT attributable to owners of MITCE decreased by 24.31% from RM13.81 million in the FYE 31 December 2013 to RM10.45 million in the FYE 31 December 2014 which was mainly attributable to the lower gross profit margin of 7.81% in the FYE 31 December 2014 compared to 10.76% in the FYE 31 December 2013. FYE 31 December 2015 compared to FYE 31 December 2014 MITCE Group s revenue decreased by 14.89% from RM313.63 million in the FYE 31 December 2014 to RM266.94 million in the FYE 31 December 2015. The decrease in revenue was mainly due to completion of several construction contracts in the FYE 31 December 2014 and lower demand from sub-contractors for building materials. Despite the abovementioned decrease in revenue, MITCE Group s gross profit margin increased from 7.81% in the FYE 31 December 2014 to 10.99% in the FYE 31 December 2015. 2
MITCE Group s PAT attributable to owners of MITCE decreased by 2.54% from RM10.45 million in the FYE 31 December 2014 to RM10.19 million in the FYE 31 December 2015 which was mainly attributable to the following:- (i) the abovementioned decrease in revenue for the FYE 31 December 2015; (ii) (iii) higher depreciation charges for property, plant and equipment of RM1.80 million in the FYE 31 December 2015 compared to RM1.33 million in the FYE 31 December 2014 and investment properties of RM0.54 million in the FYE 31 December 2015 compared to RM0.25 million in the FYE 31 December 2014; and higher interest expense of RM1.42 million in the FYE 31 December 2015 compared to RM0.72 million in the FYE 31 December 2014. [The rest of this page has been intentionally left blank] 3
4. CONSTRUCTION PROJECTS OF MITCE Details of the on-going construction projects of MITCE are as follows:- No. Name 1. 84U Semi-D, Corallia (i) Phase 1A (ii) Phase 1B (iii) Phase 1C Description / Location of project Type of project Owner of project Contract value (RM mil) Commencement Mukim Dengkil, Sepang, Astana Modal (M) Sdn. Bhd.* 49.5 (i) Phase 1A: April 2015 (ii) Phase 1B: June 2015 (iii) Phase 1C: July 2015 Expected completion (i) Phase 1A: October 2016 (ii) Phase 1B: September 2016 (iii) Phase 1C: September 2016 2. Barrington Square, Cameron Highlands (i) Block A & B (ii) Block C Mukim Tanah Rata, Cameron Highlands, Pahang Cergas Asal (M) Sdn. Bhd.* 79.2 (i) Block A & B: November 2013 (ii) Block C: August 2014 September 2016 3. 694 DS Johor (YPJ) Kota Tinggi, Johor Earthworks YPJ Builders Sdn. Bhd. 10.9 May 2016 November 2016 4. Kem Slim, Cameron Highlands Mukim Tanah Rate, Cameron Highlands, Pahang Casa Inspirasi Sdn. Bhd.* 16.6 September 2014 November 2016 5. M3 Mall, Taman Melawati Taman Melati, Mukim Setapak, Kuala Lumpur Mega Planner Jaya Sdn. Bhd. 130.0 September 2014 November 2016 6. BSP 21 (Piling) Bandar Saujana Putra, Kuala Langat, Piling & pile Cap works Utuh Sejagat Sdn. Bhd.* 46.0 January 2015 December 2016 7. 56U Semi-D, Corallia (i) Phase 2A (ii) Phase 2B (iii) Phase 2C Mukim Dengkil, Sepang, Astana Modal (M) Sdn. Bhd.* 34.3 (i) Phase 2A: September 2015 (ii) Phase 2B: September 2015 (iii) Phase 2C: November 2015 (i) Phase 2A: December 2016 (ii) Phase 2B: December 2016 (iii) Phase 2C: February 2017 8. 30U Semi-D, Corallia Mukim Dengkil, Sepang, Astana Modal (M) Sdn. Bhd.* 19.4 October 2015 January 2017 4
No. Name 9. BSP 21 (Block A & B) Description / Location of project Type of project Owner of project Contract value (RM mil) Commencement Expected completion Utuh Sejagat Sdn. Bhd.* 97.8 September 2015 March 2017 Bandar Saujana Putra, Kuala Langat, 10. BSP 16 Mukim Tanjung Dua Belas, Kuala Langat, Seribu Baiduri Sdn. Bhd.* 63.5 September 2015 March 2017 11. BSP 21 (Block D & E) Bandar Saujana Putra, Kuala Langat, Utuh Sejagat Sdn. Bhd.* 93.1 December 2015 June 2017 12. Skyvilla Building Mukim Dengkil, Sepang, 13. BSP 21 (Block C) Bandar Saujana Putra, Kuala Langat, Astana Modal (M) Sdn. Bhd.* 92.5 January 2016 July 2017 Utuh Sejagat Sdn. Bhd.* 56.2 February 2016 August 2017 14. Genting Midhills (Package 2) Bentong, Pahang Equal Sign Sdn. Bhd.* 128.1 December 2015 December 2017 15. 96U 2/3 Storey Shop office Bandar Putera Indah, Mukim Linau/Mukim Simpang Kanan, Batu Pahat, Johor Design, building & Pelangi Kolonel Sdn. Bhd. 28.3 December 2015 December 2017 16. Milenia Walk, Alaf Cahaya (Phase 1) Bandar Putra Permai, Petaling, Alaf Cahaya Development Sdn. Bhd. 163.0 March 2016 July 2017 (Phase 1) September 2018 (Phase 2) 17. Desiranc Bayu - Ph1 - Ph3 Mukim Dengkil, Sepang, Pelangi Homes Sdn. Bhd.* 57.3 October 2016 January 2018 18. 694 DS Johor (YPJ) Kota Tinggi, Johor YPJ Builders Sdn. Bhd. 145.4 September 2016 March 2018 19. 51U 2/3 Storey Shop Office Bandar Putera Indah, Mukim Linau/Mukim Simpang Kanan, Daerah Batu Pahat, Johor Design, building & Pelangi Kolonel Sdn. Bhd. 17.4 December 2015 June 2018 5
No. Name 20. BSP 21 (Block F&G) Description / Location of project Type of project Owner of project Contract value (RM mil) Commencement Expected completion Utuh Sejagat Sdn. Bhd.* 111.9 September 2016 August 2018 Bandar Saujana Putra, Kuala Langat, 21. CH 1.88 Cameron Hotel Mukim Tanah Rata, Daerah Cameron Highland, Pahang Design, building & Pelangi Kolonel Sdn. Bhd. 76.4 February 2016 February 2019 Note:- * Being companies within the LBGB Group. THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK 6
Details of the construction projects of MITCE completed from January 2014 to the LPD are as follows:- No. Name 1. 612U AF House Mukim Simpang Kanan, Batu Pahat, Johor Description / Location of project Type of project Owner of project Pelangi Homes Sdn Bhd Contract value (RM mil) Commencement Completion 46.0 January 2014 September 2015 2. Somer Square, Cameron Highlands Mukim Tanah Rata, Cameron Highlands, Pahang Cergas Asal (M) Sdn. Bhd. 36.0 August 2013 August 2015 3. Skypark, Bandar Saujana Putra Mukim Tanjung Dua Belas, Daerah Kuala Langat, Utuh Sejagat Sdn Bhd 150.0 August 2013 June 2015 4. 106U Double Storey Semi-D Mukim Tanjung Dua Belas, Daerah Kuala Langat, Jauhari Sdn. Bhd. Unggul 26.8 December 2012 March 2014 5. 260U Double Storey Cluster Link Mukim Tanjung Dua Belas, Daerah Kuala Langat, Jauhari Sdn. Bhd. Unggul 56.6 November 2012 August 2014 6. 60U 3 Storey Superlink House Mukim Dengkil, Daerah Sepang, Astana Modal (M) Sdn. Bhd. 52.2 June 2012 August 2014 7. 368U Double Storey Cluster Link Mukim Tanjung Dua Belas, Daerah Kuala Langat, Jauhari Sdn. Bhd. Unggul 73.9 May 2012 August 2014 Note:- * Being companies within the LBGB Group. 7
I INFORMATION ON MGB 1. BACKGROUND INFORMATION MGB was incorporated in Malaysia under the Act on 12 August 2002 as a public limited company under the name of VTI Vintage Berhad. Subsequently, MGB was listed on the Main Board (now known as Main Market) of Bursa Securities on 6 November 2003 after it assumed the listing status of Penas Corporation Berhad. On 9 September 2014, MGB had assumed its present name of ML Global Berhad. The principal activities of MGB are investment holding and provision of management services to its subsidiaries. MGB, through its subsidiaries, is involved in the construction activities. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of MGB as at the LPD are as follows:- No. of MGB Shares Par value (RM) RM Authorised share capital 1,000,000,000 0.50 500,000,000.00 Issued and paid-up share capital 89,634,400 0.50 44,817,200.00 In addition, as at the LPD, the number of outstanding Warrants 2014/2019 ( MGB Warrants ) is 26,748,600 MGB Warrants, constituted by the deed poll d 22 July 2014. Each MGB Warrant carries the right to subscribe for 1 new MGB Share during the 5-year exercise period of the MGB Warrant up to 27 October 2019 at an exercise price of RM0.50 per MGB Warrant. 3. SUBSTANTIAL SHAREHOLDERS The shareholders of MGB who hold 5% or more of the issued and paid-up share capital of MGB and their respective shareholdings in MGB as at the LPD are as follows:- Name Direct No. of MGB Shares % Indirect No. of MGB Shares % LBGB 45,872,319 51.18 - - Dato Beh Hang Kong 9,084,604 10.14 - - Gaterich Sdn Bhd - - (1) 45,872,319 51.18 Tan Sri Lim Hock San - - (1) 45,872,319 51.18 Datuk Wira Lim Hock Guan - - (1) 45,872,319 51.18 Datuk Lim Hock Seong - - (1) 45,872,319 51.18 Maj (Hon) Dato Sri Lim Hock Sing - - (1) 45,872,319 51.18 Note:- (1) Deemed interest by virtue of their shareholdings in LBGB pursuant to Section 6A of the Act. [The rest of this page has been intentionally left blank] 8
I As at the LPD, the directors of MGB and their respective shareholdings in MGB are as follows:- Direct Indirect Name Designation No. of MGB Shares % No. of MGB Shares % Dato Abdul Majit bin Ahmad Khan Independent Non-Executive Chairman - - - - Tan Sri Lim Hock San Managing Director - - (1) 45,872,319 51.18 Datuk Wira Lim Hock Guan Executive Director - - (1) 45,872,319 51.18 Dato Beh Hang Kong Executive Director 9,084,604 10.14 - - Lim Kim Hoe Executive Director - - - - Chin Sui Yin Independent Non-Executive Director - - - - Heng Chee Wei Independent Non-Executive Director - - - - Datuk Tan Choon Hwa Independent Non-Executive Director 106,000 0.12 - - Note:- (1) Deemed interest by virtue of their shareholdings in LBGB pursuant to Section 6A of the Act. [The rest of this page has been intentionally left blank] 9
II SALIENT TERMS OF THE ICPS The indicative salient terms of the ICPS to be issued pursuant to the Proposed Disposal are as follows: Issue size : 180,000,000 ICPS Issue price : RM0.67 per ICPS Par value : RM0.50 Nominal value in issue Form and denomination : RM90,000,000 : The ICPS will be constituted under the Memorandum and Articles of Association ( M&A ) of MGB and issued in registered form and in multiples of RM0.50 each. Voting Rights : The ICPS holders shall not have the right to vote at any general meeting of MGB except with regard to: (i) (ii) (iii) (iv) (v) when the dividend or part of the dividend payable on the ICPS is in arrears for more than six (6) months; on any proposal to wind-up MGB or during the winding-up of MGB; on any proposal that affects the rights and privileges attached to the ICPS; on any proposal to reduce the share capital of MGB; or on any proposal for the disposal of the whole or a substantial part of the property, business and undertaking of MGB, in which case, the ICPS holders shall be entitled to vote together with the holders of MGB Shares by way of poll and each ICPS holder shall be entitled to one (1) vote for each ICPS held. Ranking of the ICPS : The ICPS are unsecured and shall upon allotment and issue, rank pari passu in all respect amongst themselves, and any such class of shares ranking pari passu with the ICPS which may be issued by MGB in the future. The ICPS shall rank in priority to the ordinary shares and any other securities which by their terms rank junior to the ICPS. Tenure : Five (5) years from and inclusive of the of issue of the ICPS. Maturity Date : The Market Day immediately before the fifth (5 th ) anniversary of the of issue of the ICPS ( Maturity Date ). Dividend Rate and Payment Date : MGB shall have the sole discretion to decide whether to declare any non-cumulative dividend and the quantum of such dividend, provided always that if dividends are declared to its ordinary shareholders, then an equivalent amount of dividend per ICPS shall be paid to the ICPS holders in preference. 10
II Conversion Price or Conversion Ratio Conversion Rights, Mandatory Conversion on Maturity Date and Conversion Period : Subject to adjustments to the conversion price and conversion ratio set out below, the conversion price shall be an amount equivalent to the Issue Price ( Conversion Price ), which effectively results in the conversion ratio of one (1) ICPS into one (1) new MGB Share ( Conversion Ratio ). For avoidance of doubt, no additional cash payment is required for such conversion of the ICPS by the ICPS holders. : (i) The ICPS holders shall have the right to convert the ICPS into new MGB Shares based on the Conversion Price or Conversion Ratio set out above, at the option of the ICPS holders, in the following manner: (a) first fifty percent (50%) of the ICPS at any time on any Market Day from the first (1 st ) anniversary of the of issue of the ICPS; and (b) remaining fifty percent (50%) of the ICPS at any time on any Market Day from the second (2 nd ) anniversary of the of issue of the ICPS, up to and including the Maturity Date. (ii) The conversion of the ICPS into new MGB Shares shall be exercised by the ICPS holders by delivering a duly completed and signed conversion notice in the form and manner to be set out in MGB s M&A. (iii) All the ICPS that remain outstanding on the Market Day immediately after the Maturity Date will be automatically converted into new MGB Shares at the Conversion Price or Conversion Ratio. Adjustment to Conversion Price or Conversion Ratio : The Conversion Price or Conversion Ratio may from time to time be adjusted by the Board as and when they deem necessary and expedient on or before the Maturity Date, in all or any of the following circumstances: (i) (ii) an alteration of the par value of MGB Shares by reason of consolidation or subdivision; a bonus issue of fully paid-up MGB Shares by MGB; (iii) a capital distribution or repayment to shareholders whether by way of reduction of capital or otherwise (but excluding any cancellation of capital which is lost or unrepresented by assets); (iv) a rights issue of MGB Shares or securities convertible or exercisable into MGB Shares by MGB; (v) capitalisation of the reserves of MGB; or (vi) any other circumstances in which in the opinion of the Directors of MGB, an adjustment is deemed necessary. The ICPS holders shall convert their ICPS by tendering such number of ICPS with a nominal value equivalent to the adjusted conversion price, in exchange for one (1) new MGB Share. No additional cash payment is required for the conversion. 11
II Under no circumstances will any adjustment result in the Conversion Price or Conversion Ratio that cause the effective Conversion Price of the ICPS falling below the par value of MGB Shares for the time being. Any adjustment to the Conversion Price or Conversion Ratio which may give rise to fractional entitlements of new MGB Shares arising from the conversion of the ICPS shall be disregarded. Redemption : The ICPS are not redeemable for cash. Transferability : The ICPS shall be transferable by instrument of transfer in prescribed form or any form which is common or usual in use. Listing status of ICPS : The ICPS will not be listed, quoted or traded on Bursa Securities or any other stock exchange. Listing of and quotation for the new MGB Shares to be issued arising from the conversion of the ICPS Ranking of new MGB Shares arising from conversion : An application to Bursa Securities will be made for the listing of and quotation for the new MGB Shares to be issued arising from the conversion of the ICPS on the Main Market of Bursa Securities. : All new MGB Shares to be issued upon the conversion of the ICPS shall upon allotment and issuance, rank pari passu in all respects with the then existing MGB Shares, save and except that the new MGB Shares shall not be entitled to any dividend, right, allotment and/or other distribution, the entitlement of which is prior to the of allotment of such new MGB Shares. Changes in capital : Subject to the applicable rules and regulations, MGB shall have the power to create and issue further preference shares ranking in all respects pari passu with, but not ranking in priority to the ICPS save with the prior approval of the ICPS holders. Rights of ICPS holders on liquidation of MGB Rights of ICPS holders Participating rights of ICPS holders in any distributions and/or offer of further securities : In the event of any form of winding-up of, or return of capital by MGB, the ICPS holders shall be entitled to receive payment (after payment to creditors of MGB, whether secured or unsecured) of the nominal amount of the ICPS held by them together with any arrears of dividend payable in priority to the members of MGB, on a pari passu basis amongst the other holders of the ICPS, but shall have no other right to participate in the assets or profits of MGB. : The ICPS holders shall have the same rights as ordinary shareholders of MGB as regards to receiving notices, reports and audited financial statements and attending general meetings of shareholders of MGB. : The ICPS holders shall not have any right to participate in any distribution and/or offers of further securities by MGB unless otherwise resolved by members of MGB at a general meeting of MGB. 12
II Modification of rights of ICPS holders : Any variation, modification, or abrogation of the rights and privileges attached to the ICPS in any way whether directly or indirectly shall require the sanction of a special resolution passed at a separate class meeting of the ICPS holders holding or representing not less than 75% of the outstanding ICPS. Governing Law : Laws and regulations of Malaysia. [The rest of this page has been intentionally left blank] 13