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I. Proposed Demerger of Mphb and Its Subsidiaries (“Mphb Group”);

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I. Proposed Demerger of Mphb and Its Subsidiaries (“Mphb Group”); MULTI-PURPOSE HOLDINGS BERHAD (“MPHB” OR THE “COMPANY”) I. PROPOSED DEMERGER OF MPHB AND ITS SUBSIDIARIES (“MPHB GROUP”); II. PROPOSED CAPITAL REPAYMENT TO THE SHAREHOLDERS OF MPHB; AND III. PROPOSED NAME CHANGE (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) 1. INTRODUCTION 1.1 We refer to the announcement dated 23 May 2012 in relation to the proposed demerger of the MPHB Group, to create two separate and independent listed entities, namely, the existing MPHB, which will hold the gaming business and a special purpose vehicle, which will hold substantially the financial services businesses and other investments of the MPHB Group (“MPHB Capital Businesses”) (“Proposed Demerger”). 1.2 On behalf of the Board of Directors of MPHB (“Board”), CIMB Investment Bank Berhad (“CIMB”) wishes to announce further developments on the Proposals. 1.3 On 19 July 2012, MPHB announced that it had acquired a 100% equity interest in MPHB Capital Berhad (“MPHB Capital”). The Company proposes to use MPHB Capital as the special purpose vehicle to hold the MPHB Capital Businesses upon completion of the Proposed Internal Reorganisation (as defined in Section 2.1.1). Further details on MPHB Capital are set out in Table A. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Internal Reorganisation 2.1.1 Introduction On 15 August 2012, MPHB entered into the following agreements with MPHB Capital to form the MPHB Capital Group which will comprise the MPHB Capital Businesses (“Proposed Internal Reorganisation”): (i) a conditional share sale agreement for the proposed disposal by MPHB of all its shares in West-Jaya Sdn Bhd, Caribbean Gateway Sdn Bhd (“CGSB”), Queensway Nominees (Tempatan) Sdn Bhd, Queensway Nominees (Asing) Sdn Bhd, Kelana Megah Development Sdn Bhd (“KMD”), Magnum.Com Sdn Bhd, Tibanis Sdn Bhd, Mimaland Berhad (“Mimaland”), Leisure Dotcom Sdn Bhd and Magnum Leisure Sdn Bhd (“MLSB”) (collectively referred to as the “SSA 1 Companies”), to MPHB Capital for a total consideration of RM399,742,998 to be satisfied by a combination of cash payment of RM40,036,000 and the issuance of 359,706,998 new ordinary shares of RM1.00 each in MPHB Capital (“MPHB Capital Shares”) to MPHB at the issue price of RM1.00 per MPHB Capital Share (“SSA 1”); (ii) a conditional share sale agreement for the proposed disposal by MPHB of its entire equity interest in Multi-Purpose Shipping Corporation Berhad, Jayavest Sdn Bhd and Syarikat Perniagaan Selangor Sdn Bhd (“SPS”) (collectively referred to as the “SSA 2 Companies”), to MPHB Capital for a total cash consideration of RM112,790,000 (“SSA 2”); (iii) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to Multi-Purpose Capital Holdings Berhad (“MPCH”) as at 30 June 2012 of RM37,538,000; (iv) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to KMD as at 30 June 2012 of RM534,000; and 1 (v) a debt novation agreement under which MPHB Capital agreed to assume from MPHB, the amount owing by MPHB to Mimaland as at 30 June 2012 of RM39,502,000. (The transactions contemplated pursuant to the debt novation agreements referred to in paragraphs (iii), (iv) and (v) above are collectively referred to as the “Debt Novation”) As part of the Proposed Internal Reorganisation, MPHB proposes to also dispose of its 100% equity interest in MPCH to MPHB Capital for a total consideration of RM392,831,000 to be satisfied by a combination of cash payment of RM37,538,000 and the issuance of 355,293,000 new MPHB Capital Shares at the issue price of RM1.00 per MPHB Capital Share to MPHB. MPHB and MPHB Capital will have to obtain the approval of the Minister of Finance (“MOF”) via Bank Negara Malaysia (“BNM”), before entering into a share sale agreement in respect of this disposal (“MPCH SSA”). Further details on the companies to be transferred from MPHB to MPHB Capital pursuant to the Proposed Internal Reorganisation are set out in Table B. 2.1.2 Salient terms of the definitive agreements (i) In addition to the terms mentioned in Section 2.1.1, the salient terms of the SSA 1 are as follows: (a) The SSA 1 is conditional upon the fulfilment (or waiver) of the following conditions precedent by the SSA 1 Cut-Off Date (i.e. 14 February 2013), or such other date mutually agreed between the parties: • the prior approval, confirmation of no objection or permission from the relevant regulatory authorities and/or third parties, where applicable; • the discharge of all charges and other encumbrances over the assets of KMD and MLSB; and • the fulfilment of the conditions precedent to SSA 2 and MPCH SSA (other than the conditions described in clause 4 of the said agreements). (b) If any of the conditions precedent to SSA 1 are not fulfilled by the SSA 1 Cut- Off Date, either MPHB or MPHB Capital may terminate SSA 1 by giving a fourteen business days’ notice in writing to the other. (c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of SSA 1. (d) Completion of SSA 1 is conditional on the simultaneous completion of SSA 2 and MPCH SSA. (e) Completion of SSA 1 will fall on a date which is five business days after the date SSA 1 becomes unconditional or at such other later date as may be agreed by the parties. (f) MPHB Capital must ensure the unconditional release of MPHB or any related corporation of MPHB (other than the subsidiaries within the MPHB Capital Businesses) (“Related Corporations”) or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to any SSA 1 Companies and their subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion. 2 (ii) In addition to the terms mentioned in Section 2.1.1, the salient terms of the SSA 2 are as follows: (a) The SSA 2 is conditional upon the fulfilment (or waiver) of the following conditions precedent by the SSA 2 Cut-Off Date (i.e. 14 February 2013), or such other date mutually agreed between the parties: • the prior approval, confirmation of no objection or permission from the relevant regulatory authorities and/or third parties, where applicable; • the discharge of all charges and other encumbrances over the assets of SPS; and • the fulfilment of the conditions precedent to SSA 1 and MPCH SSA (other than the conditions described in clause 4 of the said agreements). (b) If any of the conditions precedent to SSA 2 are not fulfilled by the SSA 2 Cut- Off Date, either MPHB or MPHB Capital may terminate SSA 2 by giving a fourteen business days’ notice in writing to the other. (c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of SSA 2. (d) Completion of SSA 2 is conditional on the simultaneous completion of SSA 1 and MPCH SSA. (e) Completion of SSA 2 will fall on a date which is five business days after the date SSA 2 becomes unconditional or at such other later date as may be agreed by the parties. (f) MPHB Capital must ensure the unconditional release of MPHB or the Related Corporations or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to any SSA 2 Companies and their subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion. (iii) In addition to the terms mentioned in Section 2.1.1, the salient terms of the proposed MPCH SSA are expected to be as follows: (a) The MPCH SSA is conditional upon the fulfilment (or waiver) of the following conditions precedent by the MPCH SSA Cut-Off Date i.e. a date falling six months from the date of MPCH SSA, or such other date as mutually agreed between the parties: • the approval of the MOF via BNM for the sale and purchase of the share capital of MPCH and the acquisition of the MPHB Capital Shares by MPHB under the MPCH SSA; • the prior approval, confirmation of no objection or permission from the other relevant regulatory authorities and/or third parties, where applicable; and • the fulfilment of the conditions precedent to SSA 1 and SSA 2 (other than the conditions described in clause 4 of the said agreements). (b) If any of the conditions precedent to MPCH SSA are not fulfilled by the MPCH SSA Cut-Off Date, either MPHB or MPHB Capital may terminate MPCH SSA by giving a fourteen business days’ notice in writing to the other. 3 (c) MPHB Capital shall pay the total cash consideration to MPHB within eighteen months after the date of completion of MPCH SSA. (d) Completion of MPCH SSA is conditional on the simultaneous completion of SSA 1 and SSA 2. (e) Completion of MPCH SSA will fall on a date which is five business days after the date MPCH SSA becomes unconditional or at such other later date as may be agreed by the parties. (f) MPHB Capital must ensure the unconditional release of MPHB or the Related Corporations or any shareholder or director of MPHB and their respective Related Corporations from any guarantee provided in relation to MPCH and its subsidiaries (including any business obligation) upon completion or at such longer period as may be reasonably agreed between the parties if such release cannot be obtained upon completion.
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