(ompany : 380100-D) SALE AND PURHASE AGREEMENT SIGNED BETWEEN KNUSFORD BERHAD AND TROPIANA DANGA BAY SDN BHD FOR THE PURHASE OF 11 UNITS RETAIL LOTS OF TROPEZ RESIDENES LOATED IN JOHOR BAHRU 1. INTRODUTION The Board of Directors of Knusford Berhad ( Board ), is pleased to announce that Knusford Berhad ( KB or ompany ) had on 29 April 2015 entered into sale and purchase agreements ( SPAs ) with Tropicana Danga Bay Sdn Bhd ( TDBSB ) for the purchase of 11 units retail lots of Tropez Residences ( Tropez ) located in TDBSB is a reputable developer in Danga Bay area. 2. DETAILS OF THE PROPOSED PURHASE OF PROPERTIES The Related Parties Transactions (RPT) involved the purchase of eleven (11) units retail lots of Tropez from TDBSB, in the mixed development strategically located at a prime land near Johor Bahru s city center, It is only a mere 10-minute drive to the Johor-Singapore auseway. This development is also easily connected to Nusajaya, Iskandar Development region via Lebuhraya Pesisir Pantai Johor Bahru ke Nusajaya. onsideration of the 11 retail units are as follows:- Parcel Storey Building 1 -G-01 G BLOK 2 -G-02 G BLOK 3 -G-03 G BLOK 4 -G-04 G BLOK 5 -G-05 G BLOK 6-01-01 01 BLOK Accessory Parcel 178, 179, 180, 193, 194 & 195 181, 182, 183, 190, 191 & 192 184, 185, 186, 187, 188 & 189 1, 2, 3 & 156 4, 5, 6, 153, 154, & 155 173, 174, 175, 176, 177, 199, Address #-G-01, BLOK, #-G-02, BLOK, #-G-03, BLOK, #-G-04, BLOK, #-G-05, BLOK, #-01-01, BLOK, Built-up (Square Metres) Purchase Price (RM) 101 923,950.00 88 804,950.00 88 804,950.00 63 576,300.00 91 833,000.00 132 1,065,750.00
(ompany : 380100-D) SALE AND PURHASE AGREEMENT SIGNED BETWEEN KNUSFORD BERHAD AND TROPIANA DANGA BAY SDN BHD FOR THE PURHASE OF 11 UNITS RETAIL LOTS OF TROPEZ RESIDENES LOATED IN JOHOR BAHRU 7-01-02 01 BLOK 8-01-03 01 BLOK 9-01-04 01 BLOK 10-01-05 01 BLOK 11-01-06 01 BLOK 200, 201, & 202 171, 172, 196, 197 & 198 162, 163, 164, 165 & 166 157, 158, 159, 160 & 161 7, 8, 9, 169 & 170 10, 11, 12, 167 & 168 #-01-02, BLOK, #-01-03, BLOK, #-01-04, BLOK, #-01-05, BLOK, #-01-06, BLOK, Total 8,560,150.00 GST@6% 513,609.00 Total 9,073,759.00 after GST The above purchase price shall include a total of 62 car parks. 3. SALIENT TERM OF SALE AND PURHASE AGREEMENTS The salient terms are as follows: Deposit Balance Purchase Price ompletion Period Late Interest harge Extended ompletion Period Ten per centum (10%) of the purchase price amounting to RM856,015.00 Ninety per centum (90%) of the purchase price amounting to RM7,704,135.00 Three (3) months from the date of Sale and Purchase Agreement Eight per centum (8%) per annum on the outstanding purchase price unpaid calculated on daily basis from the date of expiry of the ompletion Period Automatic extension of one (1) month from the date of expiry of the ompletion Period
(ompany : 380100-D) SALE AND PURHASE AGREEMENT SIGNED BETWEEN KNUSFORD BERHAD AND TROPIANA DANGA BAY SDN BHD FOR THE PURHASE OF 11 UNITS RETAIL LOTS OF TROPEZ RESIDENES LOATED IN JOHOR BAHRU Vacant Possession Defect Liability Period Legal Fees Shall be handed over upon the receipt of purchase price in full together with any late payment interest and apportioned outgoings(if any) Within a period of Eighteen (18) months after the date the purchaser takes vacant possession of the properties Fees and disbursements for the preparation for SPAs shall be borne by the developer. The purchaser shall bear all the fees and disbursements on the memorandum of transfer ( MOT ) upon its issuance 4. BASIS FOR THE ONSIDERATION OF THE PROPOSED PROPERTIES The purchase consideration for the Property is based on the prevailing developer s selling price and on the terms not more favourable than those offered to the general public. 5. RATIONALE The proposed properties will be used as KB s corporate office in Johor Bahru and for future investment income generation. 6. FINANIAL EFFET OF THE SPAs The SPAs are not expected to have any material effects on the earning per share, net assets per share, gearing, share capital and substantial shareholders shareholding of KB Group for the financial year ended 31 December 2015. 7. SOURE OF FINANING The purchase consideration of RM8,560,150.00 together with the Good and Service Tax of RM513,609.00 will be funded from internally generated funds and/or financial institution. 8. PERENTANGE RATIO The highest percentage ratio applicable to the Proposed Purchase of the Properties as per Paragraph 10.02(g) hapter 10 of Bursa Malaysia Securities Berhad Main Market Listing Requirements is 3.09% being the aggregate value of the Proposed Purchase of the Properties to the net assets of the KB Group based on the ompany s latest consolidated audited financial statements for the financial year ended 31 December 2014.
(ompany : 380100-D) SALE AND PURHASE AGREEMENT SIGNED BETWEEN KNUSFORD BERHAD AND TROPIANA DANGA BAY SDN BHD FOR THE PURHASE OF 11 UNITS RETAIL LOTS OF TROPEZ RESIDENES LOATED IN JOHOR BAHRU 9. INTEREST OF DIRETORS,MAJOR SHAREHOLDERS AND/OR PERSONS ONNETED TO THEM Tan Sri Dato Lim Kang Hoo ( TSDLKH ) is our Director and our major shareholder via his interests in Aman Setegap Sdn Bhd and Kinston Park Sdn Bhd. Mr. Lim hen Herng is our Director and is a son of TSDLKH. TDBSB is an associate of Iskandar Waterfront Sdn Bhd ( IWSB ). TSDLKH is also a Director and major shareholder of TDBSB via his interest in Iskandar Waterfront Sdn Bhd. Mr Lim hen Herng is an Alternate Director to TSDLKH in TDBSB. 10. STATEMENT BY AUDIT AND RISK MANAGEMENT OMMITTEE The Audit and Risk Management ommittee has considered all aspects of the SPAs and is of opinion that the SPAs are:- i. in the best interests of the ompany ii. iii. fair, reasonable and on normal commercial terms; and not detrimental to the interest of the non-interested shareholders In forming its view and opinion, the Audit and Risk Management ommittee has considered, amongst others, the rationale and financial effects of the SPAs as disclosed in section 5 and 6 above. No independent advice was sought by Audit and Risk Management ommittee as the percentage ratio applicable to the SPAs is less than 5%. 11. STATEMENT BY THE BOARD OF DIRETORS The Board, save for TSDLKH and Mr. Lim hen Herng who are interested in the SPAs and have abstain from deliberating and voting on the SPAs at our relevant Board meetings, having considered all aspects of the SPAs, is of the opinion that the SPAs are in the best interests of KB Group. 12. APPROVAL REQUIRED The SPAs are not subject to the approval of the shareholders of KB or any regulatory authorities.
(ompany : 380100-D) SALE AND PURHASE AGREEMENT SIGNED BETWEEN KNUSFORD BERHAD AND TROPIANA DANGA BAY SDN BHD FOR THE PURHASE OF 11 UNITS RETAIL LOTS OF TROPEZ RESIDENES LOATED IN JOHOR BAHRU 13. DOUMENTS FOR INSPETION The SPAs will be made available for inspection at the registered office of KB at Ground Floor, Wisma Ekovest, 118, Jalan Gombak, 53000 Kuala Lumpur during the normal business hours from Mondays to Fridays (except Saturdays, Sundays and Public Holidays) for a period of three (3) months from the date of announcement. This announcement is dated 29 April 2015.