1. SALIENT TERMS OF THE SPAs, SSAs AND MASTER AGREEMENT (i) Conditions precedent of the SPAs and SSAs The SPAs and SSAs are conditional upon the following conditions precedent being fulfilled by the date falling on the expiry of nine (9) months from the date of the SPAs and SSAs with a further extension of three (3) months, or such later date as the parties may mutually agree in writing ( Cut-Off Date ): (a) (b) (c) (d) (e) (f) (g) (h) (i) the approval of the shareholders of DRB-HICOM at an EGM to be convened for the disposal of the DRB-HICOM Lands and the Sale Shares to Prisma Dimensi and/or its nominees for the consideration to be satisfied via the transfer of the Johor Land to NPSB upon the terms and subject to the conditions set out in the SSAs and SPAs; the vendors delivering a notice to Prisma Dimensi and Kelana Ventures that the results of the due diligence on the Johor Land is satisfactory to the vendors within 45 days from the date of the SPAs and SSAs; Prisma Dimensi and Kelana Ventures delivering a notice to the vendors that the results of the due diligence on the DRB-HICOM Lands and the Sale Shares is satisfactory to Prisma Dimensi 45 days from the date of the SPAs and SSAs; the approval of the Estate Land Board for the transfer and disposal of the agriculture lands comprised in the Johor Land to NPSB being obtained by Prisma Dimensi and if applicable, the approval of the Estate Land Board for the transfer and disposal of the DRB-HICOM Lands to Prisma Dimensi or its nominees being obtained by the vendors; if applicable, the approval of the Economic Planning Unit, Prime Minister s Department for the transfer of the Johor Land from Prisma Dimensi and Kelana Ventures to NPSB being obtained by the vendors and/or NPSB; if applicable, the approval of the relevant State Authority for the transfer of the DRB- HICOM Lands to Prisma Dimensi or its nominees being obtained; Prisma Dimensi having submitted or procured the submission of and obtained the approval of the proposed layout plan for the Johor Land and endorsement by the appropriate authorities on terms and conditions acceptable by NPSB at the cost and expense of Prisma Dimensi; all other approvals, consents, authorisations, permits or waivers of the relevant regulatory agency, authority, state authority or parties necessary and appropriate for and in connection with the disposal, acquisition and/or transfer of the DRB- HICOM Lands, Sale Shares and/or Johor Land pursuant to the SPAs and SSAs having been obtained; the waiver of the pre-emption rights under the constitution of Puncak Permai by Vistamuni Sdn Bhd in respect of the sale and disposal of shares of Puncak Permai by GPSB to Prisma Dimensi or its nominees ( Pre-Emption Waiver ) being obtained; and 1
(j) in respect of the SSAs, the delivery of a disclosure letter by the vendors of the SSAs to Prisma Dimensi, which shall be no later than 45 days from the date of the SSAs or such other period as the parties may mutually agree, (collectively referred to as Conditions Precedent ). (ii) The Pre-Emption Waiver In the event that the Pre-Emption Waiver is refused or not obtained by the Cut-Off Date and thereupon SSA 1 and SSA 2 are terminated, the parties to the SPAs and SSA 3 agree to mutually waive in writing the requirement to satisfy the Condition Precedent under Section 1(i)(i) above and thereafter the parties may proceed to completion of the SPAs and SSA 3. (iii) Completion of the SPAs and SSAs Subject to the Conditions Precedent being fulfilled or waived, completion of the sale and purchase of the DRB-HICOM Lands, Sale Shares and Johor Land shall take place on any business day to be mutually agreed in writing between the parties but falling no later than ten (10) business days from the date on which all the Conditions Precedent shall have been fulfilled, or waived in accordance with the terms of the SPAs and SSAs or such later date as the parties may mutually agree in writing ( Completion Date ). The completion of the SPAs and SSAs shall take place simultaneously in accordance with the terms of the SPAs and SSAs. (iv) Inter-conditionality of the SPAs and SSAs Upon termination of any of the SPAs and/or SSAs (save for the termination of SSA 1 and SSA 2 due to the Pre-Emption Waiver being obtained), the other SPAs and SSAs are deemed to be automatically terminated and shall immediately cease to have any further effect. (v) The other salient terms of the SPAs are as follows: (a) (b) (c) The vendors of the SPAs agrees to sell and transfer to Prisma Dimensi, Kelana Ventures and/or their nominees the DRB-HICOM Lands and as consideration and in exchange for the DRB-HICOM Lands and Sale Shares, Prisma Dimensi and Kelana Ventures agree to transfer the Johor Land to NPSB upon the terms and subject to the conditions as set out in the SPAs. As consideration for the transfer of the Johor Land to NPSB, NPSB shall as at the Completion Date acknowledge an amount equivalent to the DRB-HICOM Lands Consideration as a debt owing to the respective vendors of the SPAs and payable in a manner to be agreed. Subject to the terms and conditions contained in the SPAs, the DRB-HICOM Lands and Johor Land shall be transferred free from all encumbrances, with vacant possession (save for areas under the Tenancy Agreements (as defined herein)), improvements, and all rights and benefits whatsoever attaching to the said lands, subject to any category of land use, express conditions of title and restrictions in interest endorsed on the titles, and subject to the terms and conditions contained in the SPAs. 2
(d) (e) (f) Prisma Dimensi and/or its nominees shall grant to HISB, Edaran Otomobil Nasional Berhad, Automotive Corporation (Malaysia) Sdn Bhd and/or their nominees ( Tenants ) a tenancy of Seksyen 27 Land, EON HQ, ACM Land or any part thereof at a rental based on market rates to be negotiated between Prisma Dimensi and the Tenants. The said tenancies shall be for a period of two (2) years and with an option for the Tenants to renew the same for a further one (1) year. The tenancy agreements between Prisma Dimensi or its nominees and the Tenants ( Tenancy Agreements ) shall be entered into before the Completion Date. The vendors of the SPAs shall deliver vacant possession of the DRB-HICOM Lands to Prisma Dimensi, Kelana Ventures or their nominees (save and except for the areas under the Tenancy Agreements) and Prisma Dimensi and Kelana Ventures shall deliver vacant possession of the Johor Land to NPSB, in the state, nature and condition as appearing as at the date of the SPAs (save and except for fair wear and tear), free from any encumbrances, on the Completion Date. In the event of the exercise of any rights or the taking of any steps under the Land Acquisition Act, 1960, between the date of the SPAs and the date upon which the transfer is presented for registration at the land registry, to acquire all or a part of the DRB-HICOM Lands and/or the Johor Land, such acquisition or intended acquisition shall not nullify or invalidate the SPAs and any compensation payable under such acquisition will belong to the party receiving the assets under the SPAs. (vi) The other salient terms of the SSAs are as follows: (a) (b) (c) (d) (e) The vendors of the SSAs agree to sell and transfer to Prisma Dimensi and/or its nominees the Sale Shares and as consideration and in exchange for the DRB- HICOM Lands and Sale Shares, Prisma Dimensi and Kelana Ventures agree to transfer the Johor Land to NPSB upon the terms and subject to the conditions as set out in the SSAs and SPAs. As consideration for the transfer of the Johor Land to NPSB, NPSB shall as at the Completion Date acknowledge an amount equivalent to the consideration of the Sale Shares as a debt owing to the respective vendors of the SSAs and payable in a manner to be agreed. Subject to the terms and conditions contained in the SSAs, the Sale Shares shall be transferred free from all encumbrances together with all rights and benefits attaching thereto (including all rights to any dividends or other distribution declared, made or paid) on or after the Completion Date. The representations and warranties provided by the vendors of the SSAs shall be subject to a disclosure letter to be delivered by the vendors of the SSAs to Prisma Dimensi and limitations set out in the SSAs. In the event of the exercise of any rights or the taking of any steps under the Land Acquisition Act, 1960, between the date of the SSAs and the date upon which the share transfers of the Sale Shares is presented for registration, to acquire all or a part of the lands owned by Puncak Permai, Horsedale and Rebak Island, and/or the Johor Land, such acquisition or intended acquisition shall not nullify or invalidate the SSAs and any compensation payable under such acquisition will belong to the party receiving the assets under the SSAs. 3
(vii) The salient terms of the Master Agreement are as follows: (a) (b) (c) The Master Agreement shall become unconditional on the date when the last of the Conditions Precedent shall have been fulfilled, waived or deemed to have been fulfilled in accordance with the SPAs and SSAs ( Unconditional Date ). In the event that the Pre-Emption Waiver is refused or not obtained by the Cut-Off Date and thereupon SSA 1 and SSA 2 are terminated, the Disposal Consideration shall be adjusted by deducting the Horsedale Consideration ( Adjusted Disposal Consideration ). If the Disposal Consideration or the Adjusted Disposal Consideration less (i) the consideration of the Johor Land; and (ii) amounts retained or to be retained by Prisma Dimensi in compliance with the Real Property Gains Tax Act 1976 (if applicable), as ascertained after the Unconditional Date is: (I) (II) (III) greater than RM0 (the Surplus Amount ), then Prisma Dimensi shall pay to NPSB the amount equal to the Surplus Amount; less than RM0 (the Deficit Amount ), then NPSB shall pay to Prisma Dimensi an amount equal to the Deficit Amount; or equal to RM0, then no payment shall be due from either Prisma Dimensi or NPSB. (d) The Surplus Amount or the Deficit Amount shall be paid on the Completion Date by wire transfer of immediately available funds to an account nominated by either NPSB or Prisma Dimensi. [ The rest of this page is intentionally left blank ] 4
2. FINANCIAL INFORMATION 2.1 Puncak Permai A summary of the audited consolidated financial information for the past three (3) FYE 31 March 2015 to 31 March 2017 and the unaudited consolidated interim financial information for the nine (9)-month FPE 31 December 2016 and 31 December 2017 is as follows: Audited Unaudited Nine (9)-month FPE FYE 31 March 31 December 2015 2016 2017 2016 2017 (RM 000) (RM 000) (RM 000) (RM 000) (RM 000) Revenue 132,499 124,486 57,283 42,674 43,787 Profit/(loss) before zakat and 25,047 26,123 19,081 (527) 6,416 taxation Net profits/(loss) for the financial year 18,499 27,370 6,459 (1,353) 4,213 Share capital 7,200 7,200 7,200 7,200 7,200 Total equity 332,946 350,332 306,943 299,131 281,275 NA attributable to owners of the company 233,077 245,246 214,902 209,045 196,952 No. of shares outstanding ( 000) 7,200 7,200 7,200 7,200 7,200 NA per share (RM) (1) 46.24 48.66 42.63 41.55 39.07 Current ratio (times) (2) 3.50 3.45 2.49 2.89 2.31 Notes: (1) Computed based on total equity divided by total number of shares outstanding. (2) Computed based on total current assets divided by total current liabilities. Commentaries on financial performance FYE 31 March 2015 vs. FYE 31 March 2016 The revenue was solely derived from the investment in Horsedale which principally involved in property development and management of a golf resort and a hotel. The revenue of the Puncak Permai group for the FYE 31 March 2016 decreased by approximately RM8.0 million (6%) as compared to the previous financial year mainly due to lower contribution from the hotel segment during the financial year. Nevertheless, the Puncak Permai group recorded a higher profit before zakat and taxation by approximately RM1.1 million (4%) and a higher net profits by approximately RM8.9 million (48%). The higher profits was contributed by the write back of impairment loss on receivables to other income. The high fluctuation on net profits for the financial year was due to over provision of current taxation for the FYE 31 March 2015, which resulted in a tax credit being recognised during the year. 5
FYE 31 March 2016 vs. FYE 31 March 2017 The revenue of the Puncak Permai group for the FYE 31 March 2017 decreased by approximately RM67.2 million (54%) as compared to the previous financial year mainly due to lower sales from development properties. Accordingly, profit before zakat and taxation decreased by approximately RM7.0 million (27%) and net profits decreased by approximately RM20.9 million (76%) during the financial year. The decrease in profits was also partly due to reversal of deferred taxation assets previously recognised of RM8.3 million relating to unabsorbed investment tax allowance. Nevertheless, the decrease in profits was partially offset by the gain on fair value adjustment on investment property of RM6.1 million recorded during the financial year. Nine (9)-month FPE 31 December 2016 vs. nine (9)-month FPE 31 December 2017 The revenue of the Puncak Permai group for the nine (9)-month FPE 31 December 2017 increased by approximately RM1.1 million (3%) as compared to the previous corresponding financial period due to higher sales of development properties and hotel occupancy rate. Accordingly, the Puncak Permai group recorded a profit before zakat and taxation and net profits during the financial period as opposed to a loss making position in the previous corresponding financial period. This was mainly due to lower administrative and distribution expenses incurred as well as increase in share of profit in a joint venture. 2.2 Horsedale A summary of the audited consolidated financial information for the past three (3) FYE 31 March 2015 to 31 March 2017 and the unaudited consolidated interim financial information for the nine (9)-month FPE 31 December 2016 and 31 December 2017 is as follows: Audited Unaudited Nine (9)-month FPE FYE 31 March 31 December 2015 2016 2017 2016 2017 (RM 000) (RM 000) (RM 000) (RM 000) (RM 000) Revenue 132,499 124,486 57,283 42,674 43,787 Profit/(loss) before zakat and 25,065 26,142 19,138 (472) 6,527 taxation Profit/(loss) for the financial year 18,517 27,389 6,515 (1,298) 4,324 Share capital 40,000 40,000 40,000 40,000 40,000 Total equity / NA attributable to 332,898 350,287 306,802 298,989 281,126 owners of the company No. of shares outstanding ( 000) 40,000 40,000 40,000 40,000 40,000 NA per share (RM) (1) 8.32 8.76 7.67 7.47 7.03 Current ratio (times) (2) 3.50 3.45 2.49 2.90 2.35 Notes: (1) Computed based on total equity divided by total number of shares outstanding. (2) Computed based on total current assets divided by total current liabilities. 6
Commentaries on financial performance FYE 31 March 2015 vs. FYE 31 March 2016 The revenue of the Horsedale group for the FYE 31 March 2016 decreased by approximately RM8.0 million (6%) as compared to the previous financial year mainly due to lower contribution from the hotel segment during the financial year. Nevertheless, the Horsedale group recorded a higher profit before zakat and taxation by approximately RM1.1 million (4%) and a higher net profits by approximately RM8.9 million (48%). The higher profit was contributed by the write back of impairment loss on receivables to other income. The high fluctuation on net profits for the financial year was due to over provision of current taxation for the FYE 31 March 2015, which resulted in a tax credit being recognised during the year. FYE 31 March 2016 vs. FYE 31 March 2017 The revenue of the Horsedale group for the FYE 31 March 2017 decreased by approximately RM67.2 million (54%) as compared to the previous financial year mainly due to lower sales from development properties. Accordingly, profit before zakat and taxation decreased by approximately RM7.0 million (27%) and net profits decreased by RM20.9 million (76%) during the financial year. The decrease in profits was also partly due to reversal of deferred taxation assets previously recognised of RM8.3 million relating to unabsorbed investment tax allowance. Nevertheless, the decrease in profits was partially offset by the gain on fair value adjustment on investment property of RM6.1 million recorded during the financial year. Nine (9)-month FPE 31 December 2016 vs. nine (9)-month FPE 31 December 2017 The revenue of the Horsedale group for the nine (9)-month FPE 31 December 2017 increased by approximately RM1.1 million (3%) as compared to the previous corresponding financial period due to higher sales of development properties and hotel occupancy rate. Accordingly, the Horsedale group recorded a profit before zakat and taxation and net profits during the financial period as opposed to a loss making position in the previous corresponding financial period. This was mainly due to lower administrative and distribution expenses incurred as well as increase in share of profit in a joint venture. 7
2.3 Rebak Island A summary of the audited financial information for the past three (3) FYE 31 March 2015 to 31 March 2017 and the unaudited interim financial information for the nine (9)-month FPE 31 December 2016 and 31 December 2017 is as follows: Audited Unaudited Nine (9)-month FPE FYE 31 March 31 December 2015 2016 2017 2016 2017 (RM 000) (RM 000) (RM 000) (RM 000) (RM 000) Revenue 23,159 23,410 24,398 17,460 19,544 (Loss)/Profit before taxation (40) 630 197 (624) 755 (Loss)/Profit after taxation (40) 630 197 (624) 755 Share capital 41,146 41,157 422,053 (3) 41,157 346,053 Total equity / NA attributable to 155,261 156,956 157,152 156,331 81,907 owners of the company No. of shares outstanding ( 000) 41,146 41,157 41,157 41,157 36,725 NA per share (RM) (1) 3.77 3.81 3.82 3.80 2.23 Current ratio (times) (2) 0.47 0.45 0.74 0.59 0.98 Notes: (1) Computed based on total equity divided by total number of shares outstanding. (2) Computed based on total current assets divided by total current liabilities. (3) Due to the consolidation of share capital and share premium pursuant to the requirements under the CA 2016. Commentaries on financial performance FYE 31 March 2015 vs. FYE 31 March 2016 The revenue for the FYE 31 March 2016 increased slightly by RM251,000 (1%) as compared to the previous financial year mainly due to higher revenue generated in marina and hardstand from the resort activity. Accordingly, Rebak Island recorded a profit during the financial year, as opposed to loss making position in the previous financial year. The improvement in the financial result was also due to lower administrative expenses incurred during the financial year. FYE 31 March 2016 vs. FYE 31 March 2017 The revenue for the FYE 31 March 2017 increased by RM988,000 (4%) as compared to the previous financial year due to higher hotel occupancy rate. Nevertheless, the profits for the year declined by RM433,000 (69%) due to higher administrative expenses incurred. 8
Nine (9)-month FPE 31 December 2016 vs. nine (9)-month FPE 31 December 2017 The revenue for the nine (9)-month FPE 31 December 2017 increased by approximately RM2.1 million (12%) as compared to the previous corresponding financial period due to higher hotel occupancy rate. Accordingly, Rebak Island recorded a profit of RM0.76 million for the current financial period as compared to a loss of RM0.62 million in the preceding corresponding financial period. [ The rest of this page is intentionally left blank ] 9
3. INFORMATION ON THE DRB-HICOM LANDS Property asset Glenmarie Garden 3 Land Glenmarie Cove Land Glenmarie Puchong Land Tun Razak Land Description 31 plots of vacant residential detached lot Development land A parcel of vacant residential land A parcel of commercial land together with a building erected thereon Registered owner and beneficial owner Horsedale and HISB (1) Glenmarie Cove Development Sdn Bhd Glenmarie Puchong Sdn Bhd HB Property Development Sdn Bhd Location Town of Glenmarie, District of Petaling, Selangor Mukim of Klang, District of Klang, Selangor Town of Desa Puchong, District of Petaling, Selangor Town and District of Kuala Lumpur, Federal Territory of Kuala Lumpur Postal address Glenmarie Garden 3, Glenmarie, 40150 Shah Alam, Selangor Glenmarie Cove, 42000 Klang, Selangor Jalan Sri Puchong 1, Taman Perindustrian Puchong, 47100 Puchong, Selangor Jalan Tun Razak, 50400 Kuala Lumpur Buildings erected None None None Colonial building Title no. Lot nos. PT 2026 to PT 2040, PT 2066 to PT 2073, PT 2087 to PT 2092 and PT 2095 to PT 2096 held under title nos. HSD 266723 to HSD 266737, HSD 266763 to HSD 266770, HSD 266784 to HSD 266789 and HSD 266792 to HSD 266793 459 separate titles Lot nos. PT 2911, PT 2912 and PT 2913 held under title nos. HSD 315155, HSD 315153 and HSD 315154 Lot 386 Section 87A, Town and District of Kuala Lumpur, Federal Territory of Kuala Lumpur held under title no. PN 5338 Land area (acres) 7.82 148.50 13.34 3.02 10
Property asset Glenmarie Garden 3 Land Glenmarie Cove Land Glenmarie Puchong Land Tun Razak Land Tenure of land (years) Category of land use Freehold Freehold 99 years leasehold interest with remaining 97 years expiring on 4 January 2115 Building Building / Nil PT 2911 and PT 2912 (Building); PT 2913 (Industry) 99 years leasehold interest with remaining 68 years expiring on 3 October 2083 Building Express condition Bangunan Kediaman Bangunan Kediaman / Bangunan Perdagangan / Nil PT 2911 and PT 2912 (Bangunan Kediaman); PT 2913 (Perusahaan Berat) i) Tanah ini hendaklah digunakan hanya untuk tapak bangunan bagi maksud perdaganan sahaja; dan ii) Pembangunan di atas tanah ini hendaklah mematuhi Perintah Pembangunan yang dikeluarkan oleh Datuk Bandar Kuala Lumpur. Restriction interest in Not stated Not stated PT 2911 and PT 2912 (Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri); Tanah ini tidak boleh dipindahmilik atau dipajakkan melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah Persekutuan. PT 2913 (i. Tanah ini boleh dipindahmilik, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri; ii. Tanah ini hendaklah digunakan 11
Property asset Glenmarie Garden 3 Land Glenmarie Cove Land Glenmarie Puchong Land Tun Razak Land semata-mata untuk tujuan tapak pencawang elektrik/sub stesen/ stesen TNB sahaja). Existing / Proposed usage Vacant / residential Residential / development land PT 2911 and PT 2912 (residential); PT 2913 (industrial) Vacant / commercial Development order Nil Yes, approved for mixed residential and commercial development with estimated gross development value and gross development cost of RM789.4 million and RM585.9 million, respectively Yes, approved for residential development with estimated gross development value and gross development cost of RM473.3 million and RM402.2 million, respectively Nil Encumbrances Charged to Public Bank Berhad Charged to Bank Kerjasama Rakyat Malaysia Berhad Nil Charged to Maybank Islamic Berhad Note: (1) Pursuant to the JDA, HISB and Horsedale beneficially owned 70% and 30% of the Glenmarie Garden 3 Land respectively. 12
Property asset Kapar Land Seksyen 27 Land EON HQ ACM Land Description A parcel of vacant agricultural land Four (4) parcels of vacant commercial land together with a vehicle storage and inspection centre erected thereon A parcel of commercial land with redevelopment potential together with a three (3)- storey building and a single storey amenities block erected thereon An industrial premise Registered owner and beneficial owner HICOM Holdings Berhad HISB Horsedale and Edaran Otomobil Nasional Berhad Automotive Corporation (Malaysia) Sdn Bhd Location Mukim of Kapar, District of Klang, Selangor Pekan Hicom, District Of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Town of Selayang, District of Gombak, Selangor Postal address Taman Klang Perdana, 42000 Klang, Selangor Seksyen 27, 40400 Shah Alam, Selangor No. 2, Persiaran Kerjaya, Glenmarie Industrial Park, Section U1, 40150 Shah Alam, Selangor No. 3, Jalan Perusahaan 2, Kewasan Perindustrian Batu Caves, 68100 Batu Caves, Selangor Buildings erected None Vehicle storage and inspection centre erected on Lot 62664 and Lot 62665 A approximately 24 years old three (3)-storey building and a single storey amenities block (2) An 23 years old industrial complex comprising three (3)-single storey office blocks, three (3) single storey factories incorporating double storey office blocks, an open-sided workshop, three (3) guard houses and a TNB sub-station (3) Title no. PT 45869 held under title no. HSD 97678 Lot 62661, 62662, 62664 and 62665 held under title nos. Geran 311146, Geran 311147, Geran 311148 and Geran 311149 PT 2041, Town of Glenmarie, District of Petaling, Selangor held under title No. HSD 266738 Lot 44688, Town of Selayang, District of Gombak, Selangor held under title no. PM 12230 13
Property asset Kapar Land Seksyen 27 Land EON HQ ACM Land Land area (acres) 269.34 12.75 4.26 6.49 Tenure of land (years) 99 years leasehold interest with remaining 86 years expiring on 25 October 2103 Freehold Freehold 99 years leasehold interest with remaining 56 years expiring on 5 September 2074 Category of land use Agriculture Building Building Industry Express condition Pertanian Bangunan perniagaan Bangunan perniagaan Bangunan perusahaan Restriction interest in Tanah yang diberi milik ini tidak boleh dipindah milik, dipajak atau digadai melainkan dengan kebenaran Pihak Berkuasa Negeri Not stated Not stated Nil Existing / Proposed usage Vacant / agricultural Vacant save for Lot 62664 and Lot 62665 / commercial Commercial Industrial complex Development order Nil Nil Nil Nil Encumbrances Nil Nil (in respect of Lot 62661 and Lot 62662) Charged to Maybank Islamic Berhad (in respect of Lot 62664 and Lot 62665) Nil (i) Private caveat lodged by Malayan Banking Berhad (ii) Charged to Malayan Banking Berhad 14
Property asset Description Registered owner and beneficial owner Glenmarie Johor Land Several parcels of development lands comprising 693 separate titles BKSB and NPSB Location Postal address Title no. Mukim of Tebrau, District of Johor Bahru, Johor Not applicable PTD 176399, PTD 176400 PTD 176521, PTD 176522, PTD 176523, PTD 176536 PTD 177094, PTD 177101, PTD 177108, PTD 177109, PTD 177114, PTD 177115, PTD 177127, PTD 177137, PTD 177138 and PTD 177638 held under Title nos. HSD 534899, HSD 537682-HSD 537803, HSD 537804, HSD 537805, HSD 537806-HSD 538364, HSD 534900, HSD 534901, HSD 534902, HSD 534904, HSD 534905, HSD 534906, HSD 534907, HSD 534908 and HSD 534909 Land area (acres) 778.80 (4) Tenure of land (years) Category of land use Express Condition Freehold Agriculture / building a) Tanah ini hendaklah ditanam dengan Kelapa Sawit b) Kelulusan SBKS ke atas tanah ini akan terbatal apabila i) Tamat Tempoh 5 tahun dari tarikh pendaftaran hakmilik blok ini. ii) Pemilik membuat pindahmilik dengan apa cara sekalipun termasuk dengan cara menggunakan segala surat perjanjian ataupun Deeds of Assignment. Restriction in Interest Tanah yang terkandung di dalam hakmilik ini tidak boleh dijual atau dipindahmilik dengan apa cara sekalipun kepada Bukan Warganegara / Syarikat Asing tanpa persetujuan Pihak Berkuasa Negeri. 15
Property asset Glenmarie Johor Land Existing / Proposed usage Development order Vacant / Commercial and residential Proposed mixed commercial and residential development as per approved master layout plan bearing ref. no. BP16/KM/07/06/2013 and duly certified by the issuance of planning approvals bearing ref. no. MBJB/U/013/12/SNT/KM/34(45) by the Majlis Bandaraya Johor Bahru dated 15 November 2013 with an estimated gross development value and gross development cost of RM4.3 billion and RM3.1 billion, respectively. Encumbrances All lots are charged to Bank Muamalat Malaysia Berhad save for PTD 176522, PTD 176523, PTD 176400, PTD 176401, PTD 176536 and PTD 176537 Notes: (2) As at the LPD, the building is tenanted at a monthly rental ranging from RM2,603 to RM31,020. (3) As at the LPD, one (1) out of six (6) buildings is tenanted at RM22,943 per month. (4) The acreage is based on the development order. [The rest of this page is intentionally left blank] 16
Property asset Description Registered owner and beneficial owner Location Postal address Lake Kenyir Resort Taman Negara Four (4) parcels of building lands together with a mixture of single and double storey resort erected thereon Kenyir Splendour Berhad Mukim of Hulu Terengganu, District of Hulu Terengganu, Terengganu Hulu Terengganu, 21700 Kuala Berang, Terengganu Buildings erected A mixture of single and double storey resort aged 21 with gross floor area of 99,038 square feet None None None Title no. PT 125 held under title no. HSD 734 PT 136 held under title no. HSD 740 Lot 50032 held under title no. PN 11369 PT 137 held under title no. HSD 735 Land area (acres) 66.61 442.98 3.64 510.88 Tenure of land (years) 60 years leasehold interest with remaining 38 years expiring on 22 April 2056 60 years leasehold interest with remaining 39 years expiring on 24 February 2057 60 years leasehold interest with remaining 39 years expiring on 24 February 2057 60 years leasehold interest with remaining 38 years expiring on 22 April 2056 Category of land use Building Express Condition i) Hendaklah didirikan bangunan chalet, banglow koporat dan kemudahan-kemudahan lain yang berkaitan dengannya sahaja; i) Hendaklah didirikan bangunan kompleks perniagaan dan lain-lain bangunan yang berkaitan dengannya sahaja. i) Hendaklah didirikan bangunan kompleks perniagaan dan lain-lain bangunan yang berkaitan dengannya sahaja. i) Hendaklah digunakan Padang Golf dan didirikan bangunan yang berkaitan dengannya sahaja. ii) Di dalam tempoh dua tahun daripada tarikh diberimilik atau di dalam satu tempoh lanjutan yang 17
Property asset Lake Kenyir Resort Taman Negara ii) Di dalam tempoh dua tahun daripada tarikh diberimilik atau di dalam satu tempoh lanjutan yang diluluskan oleh Pengarah Tanah dan Galian, Terengganu hendaklah didirikan bangunan chalet, banglow koporat yang berkaitan mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan / Lembaga Kemajuan Terengganu Tengah ii) Di dalam tempoh dua tahun daripada tarikh diberimilik atau di dalam satu tempoh lanjutan yang diluluskan oleh Pengarah Tanah dan Galian, Terengganu hendaklah didirikan sebuah bangunan kompleks perniagaan dan lain-lain bangunan yang berkaitan dengannya sahaja mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan ii) Di dalam tempoh dua tahun daripada tarikh diberimilik atau di dalam satu tempoh lanjutan yang diluluskan oleh Pengarah Tanah dan Galian, Terengganu hendaklah didirikan sebuah bangunan kompleks perniagaan dan lain-lain bangunan yang berkaitan dengannya sahaja mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan diluluskan oleh Pengarah Tanah dan Galian, Terengganu hendaklah dimajukan dengan Projek Padang Golf dan lain-lain bangunan yang berkaitan dengannya sahaja mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan / Lembaga Kemajuan Terengganu Tengah Restriction in Interest Existing / Proposed usage Development order i) Tidak dibenarkan pindahmilik, digadai atau dipajak kecuali mendapat kebenaran Pihak Berkuasa Negeri. ii) Tidak boleh dibelah bahagi Commercial Nil Encumbrances Charged to Malayan Banking Berhad Nil Nil Nil 18
4. INFORMATION ON HORSEDALE ASSETS Property asset Glenmarie Villas Glenmarie Hills Glenmarie Affordable Homes Glenmarie Garden 3 Land Description 28 plots of vacant residential terrace lot A parcel of vacant residential land A parcel of residential land designated for low medium cost apartments 31 plots of vacant residential detached lot Registered owner and beneficial owner Horsedale Horsedale Horsedale Horsedale and HISB (1) Location Town of Glenmarie, District of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Postal address Along Jalan Rektor U1/7, Glenmarie, 40150 Shah Alam, Selangor Along Jalan Presiden U1/1A, Glenmarie, 40150 Shah Alam, Selangor Along Jalan Novelis U1/89, Section U1, 40150 Shah Alam, Selangor Glenmarie Garden 3, Glenmarie, 40150 Shah Alam, Selangor Buildings erected None None None None Title no. PT 1998 to PT2025 held under title nos. HSD 266695 to HSD 266722 PT 2097, Town of Glenmarie, District of Petaling, Selangor held under title no. HSD 266794 PT 2447, Town of Glenmarie, District of Petaling, Selangor held under title no. HSD 277921 Lot nos. PT 2026 to PT 2040, PT 2066 to PT 2073, PT 2087 to PT 2092 and PT 2095 to PT 2096 held under title nos. HSD 266723 to HSD 266737, HSD 266763 to HSD 266770, HSD 266784 to HSD 266789 and HSD 266792 to HSD 266793 Land area (acres) 3.11 14.26 3.50 7.82 19
Property asset Glenmarie Villas Glenmarie Hills Glenmarie Affordable Homes Glenmarie Garden 3 Land Tenure of land (years) Category of land use Freehold Freehold Freehold Freehold Building Building Building Building Express condition Bangunan Kediaman Bangunan Kediaman Bangunan Kediaman Bangunan Kediaman Restriction Interest in Not stated Not stated Nil Not stated Existing / Proposed usage Vacant / Residential Vacant / Residential Vacant/ residential land designated for low medium cost apartment Vacant / Residential Development order Yes, approved for a gated community comprising 28 units of three (3)-storey superlink terraced house with swimming pool with the estimated gross development value and gross development cost of RM81.9 million and RM47.9 million, respectively. Nil Nil Nil Encumbrances Nil Nil Nil Charged to Public Bank Berhad 20
Property asset Holiday Inn Kuala Lumpur Glenmarie Glenmarie Accentra Glenmarie Golf & Country Club Description A 260 room 5 star hotel A parcel of vacant commercial land A 36-hole golf course together with a clubhouse and other facilities and amenities Registered owner and beneficial owner Horsedale Horsedale Horsedale Location Town of Glenmarie, District of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Town of Glenmarie, District of Petaling, Selangor Postal address No. 1, Jalan Usahawan U1/8, Section U1, 40150 Shah Alam, Selangor Along Persiaran Kerjaya, Glenmarie, 40150 Shah Alam, Selangor Glenmarie Golf & Country Club, Jalan Usahawan U1/8, Glenmarie, 40150 Shah Alam, Selangor Buildings erected Approximately 23 years old five (5) storey hotel with facilities and amenities with occupancy rate of 50% with gross floor area of 282,353 square feet None Double-storey clubhouse and other facilities and amenities aged 23 with gross floor area of 129,001 square feet Title no. Lot no. 63110, Town of Glenmarie, District of Petaling, State of Selangor held under master title no. Geran 211717 Lot 63180, Town of Glenmarie, District of Petaling, Selangor held under title no. GRN 211779 Lot 63004, PT 465, PT 467, PT 468 and PT 1829 held under title no. Geran 175819, HSD 224499, HSD 224501, HSD 224502 and HSD 262316 Land area (acres) 6.84 1.12 361.38 Tenure of land (years) Freehold Freehold Freehold 21
Property asset Holiday Inn Kuala Lumpur Glenmarie Glenmarie Accentra Glenmarie Golf & Country Club Category of land use Building Building Building (PT 465, PT 468 and PT 1829); Nil (Lot 63004 and PT 467) Express Condition Commercial Building Commercial Building Padang golf (Lot 63004 and PT 467 and PT 1829); Bangunan Perniagaan (PT 465 and PT 468) Restriction in Interest Not stated Not stated Not stated Existing / Proposed usage Hotel Vacant / Commercial Golf course together with a clubhouse and other facilities Development order Nil Nil Nil Encumbrances Nil Nil Nil Note: (1) Pursuant to the JDA, HISB and Horsedale beneficially owned 70% and 30% of the Glenmarie Garden 3 Land respectively. 22
5. INFORMATION ON REBAK ISLAND ASSETS Property asset Rebak Island Assets Description Rebak Island Resort together with marina Land together with a double storey commercial building erected thereon Undeveloped portion of land Registered owner and beneficial owner Rebak Island Location Postal address Mukim of Kedawang, District of Langkawi, Kedah Pulau Rebak Besar, 07000 Langkawi, Kedah Buildings erected A mixture of single and double storey hotel resort aged 22 with occupancy rate of 70% with gross floor area of 167,329 square feet A double storey commercial building aged 13 with gross floor area of 42,613 square feet which is currently abandoned and in dilapidated condition None Title no. Lot nos. PT 1058 (resurveyed Lot no. 3327), part of PT 1071 (resurveyed Lot no. 3323), PT 1074 (resurveyed Lot no. 3324), PT 1078 (resurveyed Lot no. 3326) and Lot no. 1468, held under title nos. HSD 562, HSD 575, HSD 578, HSD 582, GM 1867 PT 1075 (resurveyed Lot No. 3317), Mukim of Kedawang, District of Langkawi, Kedah held under title no. HSD 579 166 separate titles 23
Property asset Land area (acres) 48.25 (inclusive a portion of approximately 30% of PT 1071 which has been developed to form part of Rebak Island Resort) Rebak Island Assets 2.40 339.84 (inclusive of 114.84 acres designated as Taman Rimba in title) (inclusive a portion of approximately 70% of PT 1071 which is undeveloped area) For the purpose of the valuation, the "Taman Rimba" title lots are not assigned to any value. Tenure of land (years) Leasehold interest with remaining 37 years expiring on 8 May 2054 save for lot no. 1468 which is freehold Leasehold interest with remaining 37 years expiring on 8 May 2054 Leasehold interest with remaining 37 years expiring on 8 May 2054 Category of land use Building save for lot no. 1468 which is agriculture Building Building Existing / Proposed usage Hotel resort A building is currently abandoned and in dilapidated condition / Commercial Undeveloped portion of land / detached house plots, electrical substations, water tanks, equestrian park, garden, surau, and other uses 24
Property asset Rebak Island Assets Development order Nil Nil Nil Encumbrances Nil save for lot no. 1468 is charged to Bank Pembangunan Malaysia Berhad Nil Nil save for lot nos. PT 1053, PT 1054, PT 1055, PT 1060, PT 1062, PT 1063 and PT 1077 are charged to Bank Pembangunan Malaysia Berhad Other endorsements Malay reserve land except lot no. 1468 which is nil. Malay reserve land Malay reserve land 25
6. INFORMATION ON THE JOHOR LAND Property asset Registered owner and beneficial owner Location Postal address Prisma Dimensi Mukim of Tebrau, District of Johor Bahru, Johor Not applicable Johor Land Kelana Ventures Title No. PTD 177654, PTD 177655, PTD 177668, PTD 177680, PTD 177684, PTD 177686 PTD 177780, PTD 177781-PTD 178492, PTD 178498, PTD 178505, PTD 178521, PTD 178526, PTD 178527- PTD 178936, PTD 178939, PTD 178944, PTD 178945, PTD 178946, PTD 178947, PTD 178957- PTD 179100, PTD 179109, PTD 179110 and PTD 179111 held under Title Nos. HSD 539979, HSD 539016, HSD 539017, HSD 539018, HSD 539019, HSD 539020, HSD 540683-HSD 540777, HSD 540778-HSD 539420, HSD 535611, HSD 535612, HSD 535613, HSD 539421, HSD 539422-HSD 539831, HSD 539832, HSD 535614, HSD 535615, HSD 535616, HSD 535617, HSD 539833-HSD 539976, HSD 539977, HSD 539978 PTD 154415 held under Title No. HSD 477132 Land area (acres) 1,193.45 (1) 50 (1) Tenure of land (years) Freehold Category of land use Agriculture/building Agriculture Existing / Proposed usage Vacant / Industrial and commercial 26
Property asset Johor Land Development order Planning Permission (Kebenaran Merancang) by the State Authority to amend the approval via their letter dated 11 March 2014 by Pejabat Pengarah Tanah dan Galian Negeri Johor vide reference number PTG02/08/03/0103/0046/2013/1001/2013 (13). Encumbrances Audited NBV as at 30 June 2017 Market value Nil save for PTD 178945 is charged to CIMB Bank Berhad RM346,040,517 RM1,646,000,000 Valuation date 2 February 2018 Valuer Method of valuation IPC Comparison approach and income approach (discounted cash flow method) Note: (1) The aggregate acreage of 1,243.45 is based on the proposed layout plan of the Johor Land to be submitted for approval and endorsement. 27