ATTACHMENT AWARD OF CONTRACT BY MSM SUGAR REFINERY (JOHOR) SDN BHD ( MSM JOHOR ), A WHOLLY-OWNED SUBSIDIARY OF MSM MALAYSIA HOLDINGS BERHAD ( MSM ) FOR PACKAGE 2 FOR THE CONSTRUCTION AND INSTALLATION OF UTILITIES BUILDING INCLUDING POWER HOUSE, BOILER HOUSE, TNB SUBSTATION AND OTHER ANCILLARIES AND ASSOCIATED WORKS FOR CADANGAN MENDIRIKAN LOGI PEMPROSESAN GULA DI ATAS LOT NO. PTD 4966, KOMPLEKS PERINDUSTRIAN TANJUNG LANGSAT, MUKIM SUNGAI TIRAM, DAERAH JOHOR BAHRU, JOHOR DARUL TAKZIM ( CONTRACT ) 1.0 INTRODUCTION The Board of Directors of MSM wishes to announce that on 7 th October 2016 Felda Engineering Services Sdn Bhd ( FESSB ) has accepted the Letter of Award dated 30 th September 2016 issued by MSM Johor, a wholly-owned subsidiary of MSM, for the award of contract known as Package 2 for the Construction and Installation of Utilities Building Including Power House, Boiler House, TNB Substation and Other Ancillaries and Associated Works for Cadangan Mendirikan Logi Pemprosesan Gula Di Atas Lot No. PTD 4966, Kompleks Perindustrian Tanjung Langsat, Mukim Sungai Tiram, Daerah Johor Bahru, Johor Darul Takzim ( Project ) for a contract sum of RM18,300,000.00 under a Guaranteed Maximum Price (excluding Goods and Services Tax) ( Contract ). 2.0 INFORMATION ON PARTIES 2.1 MSM Johor MSM Johor is a wholly owned subsidiary of MSM, where FGV owns 51% shares through direct and indirect shareholdings. FGV in turn is a 33.7%- owned associate company of the Federal Land Development Authority ( FELDA ). By virtue of this, FELDA is holding an indirect equity interest of 17.2% in MSM through FGV pursuant to Section 6A of the Companies Act, 1965. Koperasi Permodalan Felda Malaysia Berhad ( KPF ) on the other hand directly owns 16.94% equity in MSM. 2.2 FESSB Felda Holdings Bhd ( FHB ), a wholly owned subsidiary of FGV, owns 51% share in FESSB while the balance 49% is owned by Koperasi Permodalan Felda Malaysia Berhad ( KPF ). Page 1 of 5
3.0 DETAILS OF THE CONTRACT The Contract was tendered by way of public tender exercise advertised through FGV Procurement Portal which was opened on 22 nd April 2016 and closed on 23 rd May 2016. The Contract completion period is 14 months commencing from 7 th October 2016 or such extended period as stipulated in the conditions of Contract. The Board had evaluated the bids which were submitted by various bidders and decided FESSB as the successful bidder. The Contract falls within paragraph 10.08(11)(j) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( MMLR ) and is not regarded as a related party transaction. 3.1 RATIONALE OF THE CONTRACT The Contract is for the construction and installation of utilities buildings including power house, boiler house, TNB substation and other ancillaries for the MSM Johor sugar refinery. Six (6) companies submitted their quotations in a public tender exercise conducted by MSM. Of these, four (4) companies including FESSB (as per table below) were shortlisted based on both technical and commercial requirements :- No. Company Final Tender Quoted (RM) 1 Felda Engineering Sdn Bhd 18,300,000.00 2 A.K.K. Engineering Sdn Bhd 18,392,100.00 3 Yongnam Engineering & Construction Sdn Bhd 19,815,000.00 4 Wawasan Majujaya Sdn Bhd 21,175,011.20 The Contract was awarded to FESSB on the basis that FESSB :- i) is the lowest bidder quoted a tender value of RM18,300,000.00 excluding GST; and also ii) has met both commercial and technical requirements for the tender. 3.2 EFFECTS OF THE CONTRACT The effects of the Contract on the share capital, substantial shareholders shareholdings, earnings, net assets and gearing of MSM are as follows: Page 2 of 5
3.2.1 Share Capital The Contract will not have any effect on the issued and paid-up share capital of MSM as there is no new share in MSM to be issued pursuant to the Contract. 3.2.2 Substantial shareholders shareholding There will be no effect on the substantial shareholders shareholdings of MSM arising from the Contract. 3.2.3 Earnings The Contract is not expected to have any material impact on MSM s earnings per share for the financial year ending 31 st December 2016. 3.2.4 Net assets and gearing The Contract will not have any material effects on the net assets per share and gearing of MSM Group. 3.2.5 Source Of Financing The Contract will be financed by both internally generated funds and bank borrowings. 4.0 HIGHEST PERCENTAGE RATIO Based on the latest audited consolidated financial statements of MSM for the financial year ended 31 December 2015, the highest percentage ratio applicable to this transaction pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.90%. 5.0 RISK FACTOR The Company does not foresee any exceptional risk other than normal operational risk associated with the Contract. 6.0 OTHER TRANSACTIONS WITH THE RELATED PARTY The Company has not entered into any transaction (not being a transaction within the ordinary course of business and/or any other transactions which have been approved under the general mandate from its shareholders) with FESSB and FGV for the preceding 12 months. Page 3 of 5
7.0 APPROVALS REQUIRED The award of Contract is not subject to the approval of the shareholders of MSM and any other government authorities approval. 8.0 INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM Save as disclosed below, none of the other directors and/or major shareholders of MSM and/or persons connected to them has any interest, direct or indirect, in relation to the acceptance of the Contract: (a) (i) YB Tan Sri Mohd Isa Dato Haji Abdul Samad, Dato Zakaria Arshad and Datuk Hanapi Suhada ( Interested Directors ), directors of MSM are also directors of FESSB; and (ii) YB Tan Sri Mohd Isa Dato Haji Abdul Samad, YB Datuk Noor Ehsanuddin Mohd Harun Narrashid and Dato Zakaria Arshad ( Interested Directors ), directors of MSM are also directors of FGV. By virtue of the above, Directors mentioned above are deemed interested in the Contract and accordingly, the Interested Directors have abstained and will continue to abstain from all deliberations and voting at MSM Board Meetings in respect of the Contract; (b) (c) FGV is deemed interested party in the Contract by virtue of its indirect equity interest of 51% in FESSB through FHB pursuant to Section 6A of the Companies Act, 1965; KPF is deemed interested party in the Contract by virtue of its direct equity interest of 16.94% in MSM and 49% in FESSB. 9.0 STATEMENT BY THE AUDIT COMMITTEE Having considered all aspects of the Contract including the effects of the Contracts, the Audit Committee is of the opinion that the Contract is in the best interest of the Company and the terms of the Contract are fair, reasonable and on normal commercial terms and hence, will not be detrimental to the interests of the minority shareholders. Page 4 of 5
10.0 DIRECTORS STATEMENT The Board (save for the Interested Directors), after having considered all aspects of the Contract, is of the opinion that the Contract is in the best interest of the Company and the terms of the Contract are fair, reasonable and on normal commercial terms and hence, will not be detrimental to the interests of the minority shareholders. 11.0 ESTIMATED TIME FRAME FOR COMPLETION The Contract is expected to be completed within 14 months from 7 th October 2016 or such extended period as stipulated in the conditions of Contract. This announcement is dated 7 th October 2016. Page 5 of 5