THISTHIS CIRCULAR CIRCULAR IS IS IMPORTANT IMPORTANT AND AND REQUIRES REQUIRES YOUR YOUR IMMEDIATE IMMEDIATE ATTENTION. ATTENTION.
THIS THISTHIS CIRCULAR CIRCULAR CIRCULAR IS IS IMPORTANT ISIMPORTANT IMPORTANT AND AND AND REQUIRES REQUIRES REQUIRES YOUR YOUR YOUR IMMEDIATE IMMEDIATE IMMEDIATE ATTENTION. ATTENTION. ATTENTION. If If you you are are in in anyany doubtdoubt asas toto the the coursecourse ofof action action to to bebe taken,taken, youyou shouldshould consultconsult youryour stockbroker, stockbroker, banker,banker, solicitor,solicitor, IfaccountantIfaccountant you Ifyou you are are arein orin or any inother anyother any doubt doubt professional professionaldoubt as as asto to the tothe advisers advisers thecourse course course immediately. ofimmediately. of action ofaction action to to be tobe betaken, taken, taken, you you you should should should consult consult consult your your your stockbroker, stockbroker, stockbroker, banker, banker, banker, solicitor, solicitor, solicitor, THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. accountant accountantaccountant or or other orother other professional professional professional advisers advisers advisers immediately. immediately. immediately. Bursa Bursa Malaysia Malaysia Securities Securities Berhad Berhad takes takes no no responsibility responsibility for for the the contents contents of of this this Circular, Circular, Valuation Valuation Certificate Certificate and and Valuation Valuation If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, banker, solicitor, BursaReport,BursaIfReport, you Malaysia Malaysia aremakes makes in any noSecurities noSecurities representation doubtrepresentation asBerhad Berhad to the takesas astakes course to to itsno itsno accuracyresponsibility accuracyresponsibilityof action or orto completeness, completeness,forbe for thetaken, the contents contents you and and shouldof of thisexpressly thisexpressly Circular, consultCircular, disclaims disclaims yourValuation Valuation stockbroker, any any Certificate Certificate liability liability banker, whatsoever whatsoeverand and Valuation Valuation solicitor, for for accountantBursa Malaysia or other Securities professional Berhad advisers takes immediately.no responsibility for the contents of this Circular, Valuation Certificate and Valuation anyaccountantany loss loss howsoever howsoever or other arising professionalarising from from or advisersor in in reliance reliance immediately. upon upon the the whole whole or or any any part part of of the the contents contents of of this this Circular. Circular. Report, Report,Report, makes makes makes no no representationno representation representation as as toas to its toits accuracyits accuracy accuracy or or completeness, orcompleteness, completeness, and and and expressly expressly expressly disclaims disclaims disclaims any any any liability liability liability whatsoever whatsoever whatsoever for for for
anyBursaanyany loss loss Malaysialoss howsoever howsoever howsoever Securities arising arising arising Berhadfrom from from or or takesin orin reliance inreliance noreliance responsibility upon upon upon the the thewhole whole for whole the or or contentsany orany any part part part ofof of thisthe ofthe theCircular,contents contents contents Valuationof of this ofthis this Circular. Circular. CertificateCircular. and Valuation Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, Valuation Certificate and Valuation Report, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
SYMPHONY LIFE BERHAD SYMPHONY LIFE BERHAD (Registration(RegistrationSYMPHONYSYMPHONYSYMPHONY No. No. 196401000264 196401000264 LIFE LIFE LIFE BERHAD BERHAD BERHAD (5572-H)) (5572-H)) (Registration(Registration (Incorporated (Incorporated No. No. 196401000264 196401000264 in in Malaysia) Malaysia) (5572-H)) (5572-H)) (Registration No. 196401000264 (5572-H))
SYMPHONY (Incorporated (Incorporated (Incorporated LIFE in in Malaysia) inMalaysia) BERHAD Malaysia) SYMPHONY LIFE BERHAD (Registration No. 196401000264 (5572-H)) CIRCULARCIRCULAR TO TO SHAREHOLDERS SHAREHOLDERS IN IN RELATION RELATION TO TO THE THE (Incorporated in Malaysia)
CIRCULARCIRCULARCIRCULAR TO TO TO SHAREHOLDERS SHAREHOLDERS SHAREHOLDERS IN IN RELATIONIN RELATION RELATION TO TO TO THE THE THE PROPOSED DISPOSAL BY PRESTIGE CAPITAL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF PROPOSED DISPOSAL BY PRESTIGE CAPITAL SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF PROPOSEDSYMPHONYPROPOSED DISPOSALDISPOSALLIFE BERHAD BYBY PRESTIGE(“SYMLIFE”PRESTIGE CAPITAL CAPITALOR “COMPANY”) SDNSDN BHD,BHD, OF AA WHOLLY-OWNEDSIXWHOLLY-OWNED (6) PARCELS SUBSIDIARYSUBSIDIARYOF INDUSTRIAL OFOF SYMPHONYPROPOSED LIFE DISPOSAL BERHADCIRCULAR BY (“SYMLIFE” PRESTIGE TO SHAREHOLDERS ORCAPITAL “COMPANY”) SDN INBHD, RELATIONOF SIXA WHOLLY-OWNED (6) TO PARCELS THE OF SUBSIDIARY INDUSTRIAL OF SYMPHONYDEVELOPMENTSYMPHONY LIFELIFE LAND BERHADBERHAD IDENTIFIED (“SYMLIFE”(“SYMLIFE” AS LOTS OROR PT “COMPANY”) “COMPANY”)12269 TO PT 12274,OFOF SIXSIX ALL (6)(6) LOCATED PARCELSPARCELS WITHIN OFOF INDUSTRIAL INDUSTRIALMUKIM AND DEVELOPMENTSYMPHONY LIFELAND BERHAD IDENTIFIED (“SYMLIFE” AS LOTS PTOR 12269 “COMPANY”) TO PT 12274, OF ALLSIX LOCATED(6) PARCELS WITHIN OF MUKIM INDUSTRIAL AND DEVELOPMENTDISTRICTDEVELOPMENT OF ULULAND LAND LANGAT, IDENTIFIED IDENTIFIED SELANGOR AS AS LOTS LOTS PT DARULPT 12269 12269 EHSAN TO TO PT PT 12274, 12274,TO FANTASTIC ALL ALL LOCATED LOCATED STARHILL WITHIN WITHIN SDNMUKIM MUKIM BHD, AND AND A DISTRICTPROPOSEDDEVELOPMENT OF DISPOSALULU LAND LANGAT, IDENTIFIEDBY PRESTIGESELANGOR AS LOTSCAPITAL DARUL PT 12269 EHSANSDN TO BHD, PTTO 12274, AFANTASTIC WHOLLY-OWNED ALL LOCATED STARHILL WITHINSUBSIDIARY SDN MUKIM BHD, OFANDA DISTRICTWHOLLY-OWNEDDISTRICT OFOF ULUULU LANGAT,SUBSIDIARYLANGAT, SELANGORSELANGOR OF PERDANA DARULDARUL EHSANPARKCITYEHSAN TOTO FANTASTICSDNFANTASTIC BHD STARHILLFORSTARHILL A TOTAL SDNSDN BHD, BHD,CASH AA WHOLLY-OWNEDSYMPHONYDISTRICT OFLIFE ULU SUBSIDIARYBERHAD LANGAT, (“SYMLIFE” SELANGOROF PERDANA OR DARUL “COMPANY”) PARKCITY EHSAN OF TOSDN SIXFANTASTIC BHD(6) PARCELS FOR STARHILL A OFTOTAL INDUSTRIALSDN CASHBHD, A WHOLLY-OWNEDCONSIDERATIONWHOLLY-OWNED OFSUBSIDIARYSUBSIDIARY RM250.00 MILLION OFOF PERDANAPERDANA ("PROPOSED PARKCITYPARKCITY DISPOSAL") SDNSDN BHDBHD FORFOR AA TOTALTOTAL CASHCASH CONSIDERATIONDEVELOPMENTWHOLLY-OWNED LAND OF RM250.00SUBSIDIARY IDENTIFIED MILLION ASOF LOTS ("PROPOSEDPERDANA PT 12269 PARKCITYDISPOSAL")TO PT 12274, SDN ALL LOCATEDBHD FOR WITHIN A TOTAL MUKIM ANDCASH CONSIDERATIONCONSIDERATION OF OF RM250.00 RM250.00 MILLION MILLION ("PROPOSED ("PROPOSED DISPOSAL") DISPOSAL") DISTRICTCONSIDERATION OF ULU OFLANGAT, RM250.00 SELANGOR MILLION ("PROPOSED DARUL EHSAN DISPOSAL") TO FANTASTIC STARHILL SDN BHD, A
WHOLLY-OWNED SUBSIDIARY OF PERDANA PARKCITY SDN BHD FOR A TOTAL CASH
CONSIDERATION OF RM250.00 MILLION ("PROPOSED DISPOSAL") PrincipalPrincipal Adviser Adviser
PrincipalPrincipalPrincipal Adviser Adviser Adviser
Principal Adviser Principal Adviser
AFFIN HWANG INVESTMENT BANK BERHAD (Registration No. 197301000792 (14389-U)) AFFIN HWANG INVESTMENT BANK BERHAD (Registration No. 197301000792 (14389-U)) AFFINAFFIN HWANG HWANG(A(A INVESTMENT Participating INVESTMENTParticipating Organisation Organisation BANK BANK BERHAD BERHAD of of Bursa Bursa (Registration (Registration Malaysia Malaysia Securities Securities No. No. 197301000792 197301000792 Berhad) Berhad) (14389-U)) (14389-U)) AFFIN HWANG INVESTMENT BANK BERHAD (Registration No. 197301000792 (14389-U)) (A(A Participating Participating Organisation Organisation of of Bursa Bursa Malaysia Malaysia Securities Securities Berhad) Berhad) (A Participating Organisation of Bursa Malaysia Securities Berhad) TheThe Proposed Proposed Disposal Disposal will will be be tabled tabled at at the the Extraordinary Extraordinary General General Meeting Meeting (“ (“EGMEGM”)”) of of the the Company Company to to be be conducted conducted on on a a AFFIN HWANG INVESTMENT BANK BERHAD (Registration No. 197301000792 (14389-U)) ThefullyThefullyThe Proposedvirtual Proposedvirtual Proposed basis basis Disposal Disposal from Disposalfrom its itswill willbroadcast (Abroadcast willbe beParticipating tabledbe tabled tabled venue venueat at the atthe Organisation atthe Extraordinaryat Extraordinary Auditorium, Auditorium,Extraordinary of 3A General Bursa3AGeneral GeneralFloor, Floor, Malaysia Meeting MeetingMenara Menara Meeting Securities(“ Symphony,(“ EGMSymphony,EGM (“EGM”)”) of of”)Berhad) the of theNo. No. theCompany Company 5, 5,Company Jalan Jalan to Prof. toProf. be tobe conductedbeKhoo conductedKhoo conducted Kay Kay onKim, Kim,on aon a a fullySeksyenfullySeksyen virtual virtual 13, 13, basis basis 46200 46200 from from Petaling Petaling its its broadcast (Abroadcast Jaya,Participating Jaya, Selangor venueSelangor venue Organisationat at Darul Auditorium, DarulAuditorium, Ehsan Ehsan of 3A (“Bursa 3A(“Broadcast BroadcastFloor, Floor, Malaysia Menara Menara Venue Venue Securities Symphony, Symphony,”),”), on on Tuesday, Berhad)Tuesday, No. No. 5, 5, 9Jalan 9Jalan March March Prof. Prof. 2021 2021 Khoo Khoo at at 9.30 Kay 9.30Kay Kim,a.m. Kim,a.m. fully virtual basis from its broadcast venue at Auditorium, 3A Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, SeksyenororSeksyen any Seksyenany adjournment adjournment 13, 13, 13,46200 46200 46200 thereof.Petaling thereof.Petaling Petaling Jaya, Jaya, Jaya, Selangor Selangor Selangor Darul Darul Darul Ehsan Ehsan Ehsan (“ (“BroadcastBroadcast (“Broadcast Venue Venue Venue”),”), on ”),on Tuesday,on Tuesday, Tuesday, 9 9 March March9 March 2021 2021 2021 at at 9.30 at9.30 9.30 a.m. a.m. a.m. The Proposed Disposal will be tabled at the Extraordinary General Meeting (“EGM”) of the Company to be conducted on a or or any orany any adjournment adjournment adjournment thereof. thereof. thereof. fully virtual basis from its broadcast venue at Auditorium, 3A Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, The The EGM EGM will will be be conducted conducted on on a a fully fully virtual virtual basis basis via via live live streaming streaming and and online online remote remote voting voting using using Remote Remote Participation Participation Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan (“Broadcast Venue”), on Tuesday, 9 March 2021 at 9.30 a.m. TheandTheandThe EGMVoting VotingEGM EGM will will(“ (“ RPV willbeRPV be conductedbe ”)conducted”) facilities conductedfacilities on provided onprovided aon a fully fullya fully virtualby virtualby virtualBoardroom Boardroom basis basis basis via via Share vialiveShare live live streaming streamingRegistrars Registrarsstreaming and and Sdn Sdnand online online Bhd onlineBhd remote at remoteat https://web.lumiagm.comremote https://web.lumiagm.com voting voting voting using using using Remote Remote Remote. Participation.Please ParticipationPlease Participation read read or any adjournment thereof. andandand Votingfollow Votingfollow Voting the (“ the(“RPV RPV(“procedures proceduresRPV”)”) facilities ”)facilities facilities as asprovided providedset set provided out out inby inby the Boardroombythe Boardroom AdministrativeBoardroom Administrative Share Share Share Guide Registrars GuideRegistrars Registrars for for the theSdn Sdn EGM SdnEGM Bhd Bhd Bhdfor forat at instructionshttps://web.lumiagm.com instructionsathttps://web.lumiagm.com https://web.lumiagm.com to to register, register, participate participate. .Please Please. Please read and readand read vote remotely via RPV facilities. andvoteTheandand follow remotelyfollowEGM follow the willthe viathe proceduresbe procedures RPVproceduresconducted facilities. as as onsetas set a set out fullyout outin invirtual the inthe theAdministrative Administrativebasis Administrative via live Guidestreaming Guide Guide for for forthe andthe theEGM onlineEGM EGM for for remote forinstructions instructions instructions voting to usingto register, toregister, register, Remote participate participate participateParticipation and and and The EGM will be conducted on a fully virtual basis via live streaming and online remote voting using Remote Participation vote andvotevote remotely Votingremotely remotely (“ via via viaRPV RPV”) RPVfacilities facilities. facilities. facilities. provided by Boardroom Share Registrars Sdn Bhd at https://web.lumiagm.com. Please read Aand member Voting is (“ entitledRPV”) facilities to attend provided and vote by remotely Boardroom at the Share EGM. Registrars If you decide Sdn to Bhd appoint at https://web.lumiagm.com a proxy or proxies to attend. Please and read vote A and member follow is the entitled procedures to attend as and set voteout in remotely the Administrative at the EGM. Guide If you fordecide the EGMto appoint for instructions a proxy or toproxies register, to attend participate and vote and onand your follow behalf, the procedures you must completeas set out and in the deposit Administrative the Form Guide of Proxy for thefor EGMthe EGM for instructions with the Company’s to register, Share participate Registrar, and AonAvote member memberAyour member remotely behalf, is is entitled isentitled via entitledyou RPV tomust to attend facilities.toattend attendcomplete and and and vote vote and vote remotely remotely deposit remotely at atthe the atthe Form theEGM. EGM. EGM. of If If youProxy youIf you decide decide for decide the to to appoint EGM toappoint appoint with a a proxy proxyathe proxy Company’sor or proxies orproxies proxies to toShare attend toattend attend Registrar, and and and vote vote vote Boardroomvote remotely Share via RPV Registrars facilities. Sdn Bhd, at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, onBoardroomon onyour your your behalf, behalf, Sharebehalf, you you Registrars you must must must complete complete Sdncomplete Bhd, and and atand deposit 11thdeposit deposit Floor, the the the Form MenaraForm Form of of Symphony,Proxy ofProxy Proxy for for forthe theNo. theEGM EGM5, EGM Jalan with with with Prof.the the the Company’s KhooCompany’s Company’s Kay Kim, Share Share Share Seksyen Registrar, Registrar, Registrar, 13, 46200 Petaling Jaya, Selangor Darul Ehsan or by electronic means through Boardroom Smart Investor Portal at Boardroom46200BoardroomA memberBoardroom Petaling Shareis Share entitled Share Jaya, Registrars Registrars Registrarsto Selangor attend Sdn Sdn and Sdn DarulBhd, Bhd,vote Bhd, at remotelyatEhsan 11th at11th 11th Floor, orFloor, at Floor, bythe Menara Menara electronicEGM. Menara IfSymphony, Symphony, you Symphony,means decide No.through No.to No. appoint5, 5, Jalan 5, JalanBoardroom Jalan a Prof. proxyProf. Prof. Khoo Khooor Smart Khooproxies Kay Kay Kay InvestorKim, toKim, Kim,attend Seksyen Seksyen SeksyenPortal and 13,vote 13,at 13, https://boardroomlimited.my,A member is entitled to attend not and less vote than remotely twenty-four at the EGM.(24) hours If you before decide the to appointtime appointed a proxy orfor proxies holding to the attend EGM and or voteany 46200https://boardroomlimited.my,46200on46200 your PetalingPetaling behalf,Petaling Jaya,youJaya, Jaya, must SelangorSelangor Selangor complete not less DarulDarul Darulandthan EhsanEhsan deposittwenty-fourEhsan oror the byorby byForm (24)electronicelectronic electronic hours of Proxy meansbeforemeans means for the throughthethrough throughtimeEGM appointed Boardroom Boardroomwith Boardroom the forCompany’s Smart Smartholding Smart InvestorInvestor theShareInvestor EGM PortalRegistrar,Portal orPortal any atat at adjournmenton your behalf, thereof. you must complete and deposit the Form of Proxy for the EGM with the Company’s Share Registrar, https://boardroomlimited.my,adjournmenthttps://boardroomlimited.my,Boardroomhttps://boardroomlimited.my, Sharethereof. Registrars not notSdn notless less Bhd, less than than atthan twenty-four 11thtwenty-four twenty-four Floor, (24)Menara (24) (24) hours hours hoursSymphony, before before before the theNo. thetime time 5, time Jalanappointed appointed appointed Prof. for Khoofor forholding holding Kayholding Kim,the the theEGM SeksyenEGM EGM or or any or any13, any Boardroom Share Registrars Sdn Bhd, at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, adjournment adjournment46200adjournment Petaling thereof. thereof. thereof. Jaya, Selangor Darul Ehsan or by electronic means through Boardroom Smart Investor Portal at 46200Last date Petaling and time Jaya, for lodgingSelangor the DarulForm ofEhsan Proxy or by :electronic Monday, means 8 March through 2021 atBoardroom 9.30 a.m. Smart Investor Portal at Lasthttps://boardroomlimited.my, date and time for lodging notthe lessForm than of Proxy twenty-four : (24) Monday, hours before8 March the 2021 time at appointed 9.30 a.m. for holding the EGM or any https://boardroomlimited.my, not less than twenty-four (24) hours before the time appointed for holding the EGM or any Last adjournmentLastLast date date date and and and thereof.time time time for for lodgingfor lodging lodging the the theForm Form Form of of Proxy ofProxy Proxy : : :Monday, Monday, Monday, 8 8 March March8 March 2021 2021 2021 at at 9.30 at9.30 9.30 a.m. a.m. a.m. Dateadjournment Date and and time time thereof. of of the the EGM EGM : : Tuesday, Tuesday, 9 9 March March 2021 2021 at at 9.30 9.30 a.m. a.m.
DateDateDate and and and time time time of of the ofthe theEGM EGM EGM : : : Tuesday, Tuesday, Tuesday, 9 9 March March9 March 2021 2021 2021 at at 9.30 at9.30 9.30 a.m. a.m. a.m. Last date and time for lodging the Form of Proxy : Monday, 8 March 2021 at 9.30 a.m.
Date and time of the EGM ThisThis Circular Circular is is: dated dated Tuesday, 16 16 February February 9 March 2021 2021 at 9.30 a.m. Date and time of the EGM ThisThis Circular Circular is is : dated dated Tuesday, 16 16 February February 9 March 20212021 2021 at 9.30 a.m. This Circular is dated 16 February 2021
This Circular is dated 16 February 2021
DEFINITIONS
Except where the context otherwise requires, the following terms and abbreviations shall apply throughout this Circular:
Act : Companies Act 2016
Affin Hwang IB : Affin Hwang Investment Bank Berhad (Registration No. 197301000792 (14389-U))
Board : The Board of Directors of SymLife
BTQ : Batu Tiga Quarry Sdn Bhd (Registration No. 196701000497 (7456- K))
Bursa Securities : Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W))
Circular : This circular to the shareholders of SymLife in relation to the Proposed Disposal dated 16 February 2021
Disposal Consideration : Disposal Consideration 1 and Disposal Consideration 2, collectively, amounting to RM250.00 million, payable by FSSB to Prestige Capital
Disposal Consideration 1 : The disposal consideration of approximately RM185.28 million in relation to the SPA 1
Disposal Consideration 2 : The disposal consideration of approximately RM64.72 million in relation to the SPA 2
Earnest Deposit : An earnest deposit of RM5.00 million being 2% of the Disposal Consideration, which was paid by FSSB on 13 October 2020
EGM : Extraordinary general meeting
EPS : Earnings per Share
FSSB or Purchaser : Fantastic Starhill Sdn Bhd (Registration No. 202001031900 (1388220-W)), a wholly-owned subsidiary of PPCSB
FYE : Financial year ended/ending, as the case may be
Interconditional and : Interconditional and Adjustment Agreement dated 3 December Adjustment Agreement 2020 entered into between Prestige Capital and FSSB
JLW or Valuer : Jones Lang Wootton (Proprietor: Singham Sulaiman Sdn Bhd) (Registration No. 198101012087 (78217-X)), a professional firm registered with the Board of Valuers, Appraisers, Estate Agents and Property Managers, being the independent registered valuer for the Lands
Lands : Six (6) parcels of industrial development land measuring approximately 397.30 acres (17,305,138 square feet), identified as Lots PT 12269 to PT 12274, all located within Mukim and District of Ulu Langat, Selangor Darul Ehsan
Listing Requirements : Main Market Listing Requirements of Bursa Securities
LPD : 31 January 2021, being the latest practicable date prior to the printing of this Circular
i i
DEFINITIONS (CONT’D)
NA : Net assets
NBV : Net book value
PPCSB : Perdana ParkCity Sdn Bhd (Registration No. 197701002676 (33751-K))
Proposed Disposal : Proposed disposal of the Lands by Prestige Capital to FSSB at the Disposal Consideration pursuant to the SPA and Interconditional and Adjustment Agreement
Prestige Capital or : Prestige Capital Sdn Bhd (Registration No. 199201012853 Vendor (244356-A)), a wholly-owned subsidiary of SymLife
RM and sen : Ringgit Malaysia and sen, respectively
SPA : SPA 1 and SPA 2, collectively
SPA 1 : The sale and purchase agreement dated 3 December 2020 entered into between Prestige Capital and FSSB for the disposal of Lots PT 12269, PT 12270, PT 12271, PT 12272 and PT 12273
SPA 2 : The sale and purchase agreement dated 3 December 2020 entered into between Prestige Capital and FSSB for the disposal of Lot PT 12274
sq ft : Square feet
SymLife or Company : Symphony Life Berhad (Registration No. 196401000264 (5572-H))
SymLife Group or Group : SymLife and its subsidiaries, collectively
SymLife Share(s) or : Ordinary share(s) in SymLife Share(s)
Valuation Certificate : The valuation certificate prepared by the Valuer dated 10 November 2020 to assess the market value of the Lands
Valuation Report : The valuation report prepared by the Valuer dated 10 November 2020 to assess the market value of the Lands
Any reference to “we”, “us”, “our” and “ourselves” are to the Company, and where the context otherwise requires, our subsidiaries. All references to “you” are to the shareholders of the Company.
Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.
Any reference in this Circular to any statutes, rules, regulations or rules of the stock exchange is a reference to such statutes, rules, regulations or rules of the stock exchange currently in force and as may be amended from time to time and any re-enactment thereof.
Any reference to a time or date in this Circular shall be a reference to Malaysian time, unless otherwise stated.
Any discrepancy in the tables included in this Circular between the amounts listed, actual figures and the totals thereof are due to rounding.
ii ii
TABLE OF CONTENTS
PAGE
EXECUTIVE SUMMARY iv
LETTER TO THE SHAREHOLDERS OF SYMLIFE IN RELATION TO THE PROPOSED DISPOSAL
1. INTRODUCTION 1
2. DETAILS OF THE PROPOSED DISPOSAL 2
3. RATIONALE FOR THE PROPOSED DISPOSAL 8
4. RISK FACTORS 9
5. EFFECTS OF THE PROPOSED DISPOSAL 10
6. APPROVALS REQUIRED 11
7. HIGHEST PERCENTAGE RATIO 12
8. CONDITIONALITY 12
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR 12 PERSONS CONNECTED WITH THEM
10. CORPORATE EXERCISE ANNOUNCED BUT PENDING COMPLETION 12
11. DIRECTORS’ STATEMENT AND RECOMMENDATION 12
12. ESTIMATED TIMEFRAME FOR COMPLETION 12
13. EGM 13
14. FURTHER INFORMATION 13
APPENDICES
I SALIENT TERMS OF THE SPA 14
II SALIENT TERMS OF THE INTERCONDITIONAL AND ADJUSTMENT 25 AGREEMENT
III SALIENT TERMS OF THE LETTER OF GUARANTEE 27
IV VALUATION CERTIFICATE 28
V FURTHER INFORMATION 35
VI RESOLUTION TO APPROVE THE PROPOSED DISPOSAL 38
iii iii
EXECUTIVE SUMMARY
THIS EXECUTIVE SUMMARY HIGHLIGHTS THE SALIENT INFORMATION OF THE PROPOSED DISPOSAL. YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS TOGETHER WITH THE APPENDICES OF THIS CIRCULAR WITHOUT RELYING SOLELY ON THIS EXECUTIVE SUMMARY BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL TO BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY.
Reference to Key information Summary this Circular Details On 4 December 2020, Affin Hwang IB had, on behalf of the Section 1 Board, announced that Prestige Capital had entered into the SPA 1 and SPA 2, both dated 3 December 2020 with FSSB, for the Proposed Disposal for a cash consideration of RM250.00 million.
Rationale for the The Proposed Disposal provides an opportunity for the Section 3 Proposed Group to realise and unlock the value of its investment in Disposal the Lands at a premium of 4.17% to the market value of the Lands as appraised by JLW.
The Proposed Disposal will also strengthen the Group’s financial position as illustrated in Section 5.2 of this Circular and also provide the Group with a pro forma gain of RM73.74 million as illustrated in Section 5.3 of this Circular.
The net proceeds from the Proposed Disposal will provide additional cash flow of RM62.72 million for property development projects and working capital as set out in Section 2.8 of this Circular.
Basis and The total Disposal Consideration was arrived at a willing- Section 2.4 justification for the buyer and willing-seller basis, after taking into consideration Proposed the market value of the Lands of RM240.00 million Disposal (approximately RM13.87 per sq ft) as appraised by JLW vide its valuation certificate dated 10 November 2020.
Original cost and The Lands measuring 17,305,138 sq. ft. Sections 2.1 date of and 2.7 investment on the The original cost of the Lands as at 16 February 2012, Lands being the date of investment was RM109,584,000.
Estimated The Group is estimated to record net proceeds of RM62.72 Section 2.8 proceeds arising million from the Proposed Disposal. from the Proposed Disposal
iv iv
SYMPHONY LIFE BERHAD (RegistrationSYMPHONY No. 196401000264 LIFE BERHAD (5572-H)) (Registration (Incorporated No. 196401000264 in Malaysia) (5572-H)) (Incorporated in Malaysia)
Registered Office: Registered Office: rd 01-03, 3rd Floor Menara01-03, Symphony 3 Floor No. 5, Jalan Prof.Menara Khoo Symphony Kay Kim No. 5, Jalan Prof. KhooSeksyen Kay Kim 13 46200 PetalingSeksyen Jaya 13 Selangor46200 Petaling Darul Ehsan Jaya Selangor Darul Ehsan 16 February 2021 16 February 2021 Board of Directors: Board of Directors: Tan Sri Mohamed Azman bin Yahya (Non-Independent Executive Chairman) TanDato’ Sri Robert Mohamed Teo Keng Azman Tuan bin (IndependentYahya (Non-Independent Non-Executive Executive Director) Chairman) Dato’Chin JitRobert Pyng Teo (Non-Independent Keng Tuan (Independent Non-Executive Non-Executive Director) Director) ChinPuan Jit Sri Pyng Datuk (Non-Independent Seri Rohani Parkash Non-Executive binti Abdullah Director) (Independent Non-Executive Director) PuanDato’ SriJasmy Datuk bin Seri Ismail Rohani (Independent Parkash bintiNon-Executive Abdullah (Independent Director) Non-Executive Director) Dato’Phang Jasmy Tuck Keongbin Ismail (Independent (Independent Non-Executive Non-Executive Director) Director) Phang Tuck Keong (Independent Non-Executive Director) To: The shareholders of Symphony Life Berhad To: The shareholders of Symphony Life Berhad Dear Sir/Madam, Dear Sir/Madam, PROPOSED DISPOSAL PROPOSED DISPOSAL
1. INTRODUCTION 1. INTRODUCTION On 13 October 2020, the Board had announced that Prestige Capital, a wholly-owned subsidiary Onof the 13 Company,October 2020, had theaccepted Board ahad letter announced of offer dated that Prestige 8 September Capital, 2020 a wholly-owned from PPCSB subsidiaryin relation ofto the Company,Proposed Disposal.had accepted a letter of offer dated 8 September 2020 from PPCSB in relation to the Proposed Disposal. On 4 December 2020, Affin Hwang IB had, on behalf of the Board, announced that Prestige OnCapital 4 December had entered 2020, into Affin the HwangSPA 1 IBand had, SPA on 2, behalf both datedof the 3Board, December announced 2020 withthat FSSB,Prestige a Capitalwholly-owned had entered subsidiary into ofthe PPCSB SPA 1 for and the SPA Proposed 2, both Disposal. dated 3 TheDecember salient 2020terms withof the FSSB, SPA a1 wholly-ownedand SPA 2 are subsidiaryset out in the of AppendixPPCSB for I of the this Proposed Circular. Disposal.The SPA 1The and salient SPA 2 termsshall be of collectivelythe SPA 1 andreferred SPA to 2 areas the set “SPA”.out in the Appendix I of this Circular. The SPA 1 and SPA 2 shall be collectively referred to as the “SPA”. For avoidance of doubt, the sale and purchase of the lands stipulated in SPA 1 and land Forstipulated avoidance in SPA of 2doubt, is on thean “allsale or andnothing purchase at all” ofbasis the andlands shall stipulated be construed in SPA as 1 one and single land stipulatedtransaction in and SPA not 2 isseparate on an “all individual or nothing transactions at all” basis as andstipulated shall be in construedthe Interconditional as one single and transactionAdjustment andAgreement not separate dated individual3 December transactions 2020 also as entered stipulated between in the PrestigeInterconditional Capital and AdjustmentFSSB. The Agreementsalient terms dated of the3 December Interconditional 2020 alsoand enteredAdjustment between Agreement Prestige are Capital set out and in FSSB.Appendix The II ofsalient this Circular. terms of the Interconditional and Adjustment Agreement are set out in Appendix II of this Circular. In conjunction with the signing of the SPA and Interconditional and Adjustment Agreement, In conjunction with the signing of the SPA and Interconditional and Adjustment Agreement, SymLife has also executed and delivered to FSSB a guarantee (“Guarantee”) with the terms as SymLifedetailed inhas the also Letter executed of Guarantee, and delivered the salient to FSSB terms a guarantee of which are (“Guarantee set out in ”)Appendix with the IIIterms of this as detailedCircular. in the Letter of Guarantee, the salient terms of which are set out in Appendix III of this Circular. Further details of the Proposed Disposal are set out in the ensuing sections of this Circular. Further details of the Proposed Disposal are set out in the ensuing sections of this Circular.
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THE PURPOSE OF THIS CIRCULAR TOGETHER WITH THE APENDICES IS TO PROVIDE YOU WITH RELEVANT INFORMATION PERTAINING TO THE PROPOSED DISPOSAL TOGETHER WITH THE RECOMMENDATION OF THE BOARD AND TO SEEK YOUR APPROVAL FOR THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL TO BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY.
YOU ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDICES BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE PROPOSED DISPOSAL TO BE TABLED AT THE FORTHCOMING EGM OF THE COMPANY.
2. DETAILS OF THE PROPOSED DISPOSAL
Pursuant to the terms and conditions of the SPA, FSSB has agreed to purchase and Prestige Capital has agreed to sell the Lands subject to conditions and restrictions in interest as may be imposed by the relevant authorities, and upon the terms and conditions of the SPA.
The salient terms of the SPA are set out in Appendix I of this Circular.
2.1 Information on the Lands
The Lands are located within the locality of Sungai Long and sited off the left side of Cheras- Kajang Highway, travelling from Kuala Lumpur city centre towards Kajang. The Lands are divided into two (2) portions (indicated as Portion A and Portion B in the map below), by the East Klang Valley Expressway which is currently under construction and expected to be completed in 2021.
The approximate location of the Lands is as shown below:
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The details of the lot numbers and land area of the respective component lots forming the Lands are as follows:
Land Area(i) Identification in the
Title No. Lot No. New Lot No. (Square Feet) map above HSD 154310 PT 12269 51720 1,306,739 HSD 154311 PT 12270 51721 1,993,476 HSD 154312 PT 12271 51722 1,906,288 Portion A HSD 154313 PT 12272 51723 1,762,052 53727 4,345,391 HSD 154314 PT 12273 53728 1,511,253 Portion B HSD 154315 PT 12274 53729 4,479,939 Total 17,305,138
Note:
(i) The land areas were derived after deducting the areas which were compulsorily acquired.
Further details of the Lands are summarised as below:
Registered proprietor : Prestige Capital Sdn Bhd
Tenure : 99-year leasehold interest, expiring on 18 April 2111
Encumbrances : In respect of Lots PT 12269 and PT 12270
Charged to Bank Muamalat Malaysia Berhad, registered on 2 March 2020.
In respect of Lots PT 12271 to PT 12274
Charged to Bank Islam Malaysia Berhad, registered on 17 September 2020.
Endorsements : In respect of Lots PT 12273
No. Perserahan: 4467/2015 Pengambilan Sebahagian Tanah - Borang K seluas lebih kurang 91,501 meter persegi, No Warta: 4310 bertarikh 07 November 2013 (No. Rujukan Fail: PTG.SEL.3/KKR/06/147JLD.2 SJ. 252), registered on 3 December 2015.
In respect of Lots PT 12274
No. Perserahan: 4468/2015 Pengambilan Sebahagian Tanah - Borang K seluas lebih kurang 364 meter persegi, No Warta: 4310 bertarikh 07 November 2013 (No. Rujukan Fail: PTG.SEL.3/KKR/06/147JLD.2 SJ. 253), registered on 3 December 2015.
Express condition : Industri Berat (Kuari)
Restriction in interest : Tanah ini boleh dipindahmilk, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri
Category of land use : Industrial
Existing use : Quarry land for extraction of rock reserves
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Occupancy status : (i) As per the Second Supplemental Quarry Agreement dated 22 December 2017 made between Prestige Capital and BTQ (“Quarry Agreement”)(i), BTQ was granted exclusive right to occupy and to carry out quarrying operations and activities for a term of twelve (12) years until 31 October 2019. The term of the Quarry Agreement was further amended and expired on 30 September 2020. Further, the abovementioned term of the Quarry Agreement has been automatically extended for a further term of two (2) years from 1 October 2020 expiring on 30 September 2022.
(ii) As per the letter dated 28 November 2019 issued by Prestige Capital, part of the component Lots PT 12273 and PT 12274 is tenanted by Acre Works Sdn Bhd for an extended term of one (1) year, expiring on 31 December 2020 at a pre-agreed monthly rental payable to Prestige Capital.(ii)
Subsequently, a reminder to vacate upon expiry of the tenancy was issued to Acre Works Sdn Bhd on 1 December 2020.
(iii) As per a letter dated 25 April 2016 issued by SymLife, we noted that part of the component Lot PT 12273 is tenanted by L&W Concrete Works Sdn Bhd on a monthly basis at a monthly rent of RM3,500.00.(iii)
Subsequently, a termination notice has been issued to L&W Concrete Works Sdn Bhd on 1 December 2020.
Market value(iv) : RM240.00 million
Audited net book value : RM161.62 million as at 31 March 2020
Notes:
(i) SymLife shall use its best endeavours to procure BTQ to execute a tripartite novation agreement to novate, assign and transfer all rights, title, benefits, interests and obligations of Prestige Capital in and to the Quarry Agreements to FSSB.
The tribute income pursuant to the Quarry Agreement is payable at the rate of RM2.50 for every tonne of quarry product extracted by BTQ. There is no rental payable by BTQ to Prestige Capital.
(ii) The rental of RM7,500 per month is a fixed amount payable to Prestige Capital which is being used for casting yard operations and does not depend on the level of production by Acre Works Sdn Bhd.
(iii) The rental of RM3,500 per month is a fixed amount payable to Prestige Capital which is being used for brick casting works and does not depend on the level of production by Concrete Works Sdn Bhd.
(iv) As appraised by the independent registered valuer, namely JLW as at 18 September 2020, being the date of valuation.
2.2 Information on the Vendor
Prestige Capital was incorporated in Malaysia on 14 July 1992 as a private limited company under the Companies Act 1965. Prestige Capital is principally involved in property investment. As at the LPD, the issued share capital of Prestige Capital is RM1,000.00 comprising 1,000 ordinary shares. The directors of Prestige Capital are Stewart Tew Peng Eng and Goh Teong Jin.
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2.3 Information on the Purchaser
FSSB was incorporated in Malaysia on 8 October 2020 as a private limited company under the Companies Act 2016. FSSB is principally involved in buying, selling, renting and operating of self-owned or leased real estate - residential buildings, export and import of a variety of goods without any particular specialisation. As at the LPD, the issued share capital of FSSB is RM1.00 comprising 1 ordinary share. The director of FSSB is Datuk Joseph Lau.
2.4 Basis of and justification for the Disposal Consideration
The total Disposal Consideration was arrived at a willing-buyer and willing-seller basis, after taking into consideration the market value of the Lands of RM240.00 million (approximately RM13.87 per sq ft) as appraised by JLW vide its valuation certificate dated 10 November 2020.
The Lands were valued using the Comparison Approach as there are transactions to support the market value. Comparison is made of the property under valuation with sales of other similar properties. Where dissimilarities exist, adjustments are made. In arriving at RM13.87 per sq ft, adjustments have been made for various factors such as location, land size, terrain, shape, quarrying activities, transmission line and tenure, amongst others.
The Board is of the view that the Disposal Consideration is justifiable after taking into consideration the following:
(i) The Disposal Consideration of RM250.00 million represents a premium of RM10.00 million or approximately 4.17% to the market value of the Lands as appraised by JLW; and
(ii) the Lands generated approximately 0.55% (or RM1.21 million) of the total revenue of the Group (based on the audited consolidated financial statements for the FYE 31 March 2020), attributable to tribute income pursuant to Quarry Agreement.
2.5 Mode of settlement
The Disposal Consideration shall be satisfied in the following manner:
SPA 1 SPA 2 Total Payment Timing RM’000 RM’000 RM’000
(i) Earnest deposit Upon acceptance 3,706 1,294 5,000 of the offer to (2% of the (2% of the purchase by the Disposal Disposal Vendor Consideration 1) Consideration 2)
(ii) Retention sum Upon execution of - 1,942 1,942 the SPA(i) (3% of the Disposal Consideration 2)
(iii) Balance deposit Upon execution of 14,822 3,236 18,058 the SPA(ii) (8% of the (5% of the Disposal Disposal Consideration 1) Consideration 2) Sub-total 25,000
(iv) Balance of the Completion 166,752(v) 58,248 225,000 Disposal Period(iv) (90% of the (90% of the (90% of the Consideration(iii) Disposal Disposal Disposal Consideration 1) Consideration 2) Consideration)
Disposal Consideration 250,000
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Notes:
(i) The retention sum has been paid to the FSSB's solicitor as stakeholder upon the execution of the SPA, and the FSSB's solicitor shall forward the retention sum to the Director General of Inland Revenue Board for payment of tax under Real Property Gains Tax Act, 1976 (“RPGT”).
(ii) The balance deposit has been paid by FSSB to Prestige Capital upon the signing of the SPA.
(iii) Prestige Capital shall grant to FSSB an automatic extension of one (1) month to pay the balance of the Disposal Consideration in the event the same is not paid within the Completion Period, subject to FSSB paying late payment interest at the rate of 5% per annum calculated on a daily basis commencing from the date immediately after the expiry of the Completion Period until the balance of the Disposal Consideration is fully paid.
(iv) Three (3) months from the day of which the last of the conditions precedent is fulfilled and notified in writing to the other party to the SPA (“Unconditional Date”).
(v) Out of the Balance of the Disposal Consideration of RM166.75 million, a sum of RM2.50 million will be retained as retention sum and will be paid to the FSSB’s solicitor as stakeholder, to be dealt with in accordance with the terms of SPA 1. Please refer to Appendix I of this Circular, Item A – SPA 1, paragraph 4.a.iii.A and paragraph 4.c for more information relating to the manner of dealing with the retention sum.
2.6 Liabilities to be assumed
As at the LPD, there are no other liabilities including contingent liabilities and guarantees expected to be assumed by Prestige Capital and SymLife pursuant to the Proposed Disposal.
2.7 Original cost and date of investment
Prestige Capital’s original costs of investment in the Lands as at 16 February 2012, being the date of investment, are as follows:
Cost of investment Lot number RM’000
PT 12269 10,192 PT 12270 15,628 PT 12271 14,949 PT 12272 13,590 PT 12273 42,276 PT 12274 12,949 Total 109,584
2.8 Utilisation of proceeds
The estimated net proceeds of RM62.72 million was arrived at after taking into consideration of the following:
Estimated utilisation timeframe upon receipt of the Proposed utilisation RM’000 proceeds
Gross proceeds 250,000
Less: Repayment of bank borrowings(i) (172,376) Within twelve (12) months
Less: Estimated taxation(ii) (14,400) Within twelve (12) months
Less: Estimated expenses in relation to the (500) Within one (1) month Proposed Disposal(iii)
Net proceeds (iv)62,724
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Notes:
(i) Redemption of bank borrowings of up to RM172.38 million for the following:
(a) Land held under PT 12269 and PT 12270 which is charged to Bank Muamalat Malaysia Berhad; and
(b) Land held under PT 12271 to PT 12274 which is charged to Bank Islam Malaysia Berhad.
As at the LPD, the outstanding amount of the said bank borrowings is RM172.38 million.
The repayment of the bank borrowings is expected to result in annual interest savings as follows:
Effective Annual interest interest rate savings Bank borrowings to be redeemed % RM’000
RM172.38 million (outstanding amount as at the LPD) 3.61 6,223
(ii) Represents the income tax and RPGT pursuant to the Proposed Disposal. The estimation for taxation is based on the carrying value in the audited consolidated financial statements for the FYE 31 March 2020. The actual tax payable shall be determined later.
(iii) Part of the proceeds from the Proposed Disposal will be utilised to defray expenses for the Proposed Disposal, comprising professional fees, fees payable to relevant authorities, printing, despatch of Circular and advertising expenses as well as other miscellaneous expenses which are estimated at RM0.50 million.
(iv) The retention sum of RM2.50 million which forms part of the net proceeds may only be released to SymLife Group upon fulfilment of conditions in accordance to the terms of the SPA 1. Please refer to Appendix I of this Circular, Item A – SPA 1, paragraph 4.a.iii.A and paragraph 4.c for more information relating to the manner of dealing with the retention sum.
Any shortfall or excess of funds arising above from the repayment of borrowings, estimated taxation and/or estimated expenses will be funded from or used for the working capital of SymLife Group.
The estimated net proceeds of RM62.72 million from the Proposed Disposal are intended to be used in the following manner:
Estimated timeframe for the Proposed utilisation RM’000 utilisation of the proceeds(i)
Property development projects(ii) 30,000 Within twelve (12) months
Working capital(iii) 32,724 Within twelve (12) months
62,724
Notes:
(i) From the date of completion of the Proposed Disposal.
(ii) Property development projects include:
Project Property type Launch date Status as at the LPD
Union Suites @ 626 units of Small Office April 2017 Completed 75% of construction Bandar Sunway Home Office (SOHO) works
U10 residential 46 units of townhouses, July 2021 Earthworks to commence in development in 72 units of semi-detached March 2021 Shah Alam houses and 20 units of bungalows
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Project Property type Launch date Status as at the LPD Illi mixed 765 units of service June 2022 Foundation works to development in apartments and 44 units commence in June 2021 Cheras of shops
Service 313 units of service October 2022 Pending approval for Building apartments in apartments Plan Mont’ Kiara
Mixed 311 units of service January 2022 Pending approval for development apartments and 63 units Development Order project at the land of shops along Jalan Lapangan Terbang Subang
The actual utilisation of net proceeds for the abovementioned projects will depend on the actual funding requirement of the projects and the timing of completion of the Proposed Disposal. Any amount not utilised for the specific projects above will be utilised for other on-going property development projects currently undertaken or future property development projects to be undertaken. The launching dates for future projects are tentative dates and are subject to market condition.
(iii) The proceeds allocated for working capital will be utilised to finance the day-to-day operations of the existing business of the Group, such as staff costs, rental, upkeep of office premises and general administrative expenses as and when the need arises. The breakdown of proceeds to be utilised for each component of working capital has not been determined at this juncture and will depend on the operating and funding requirements of the Group at the time of utilisation. Any shortfall or excess in the amount allocated for repayment of bank borrowings, estimated taxation and estimated expenses in relation to the Proposed Disposal shall be financed from or used for the working capital of SymLife Group.
Pending the utilisation of the proceeds from the Proposed Disposal as stated above, the proceeds will be placed in interest-bearing deposits with licensed financial institutions, short- term money market instruments or repay revolving credit facilities that can be drawn down again for its intended use later. The interest derived from the deposits with licensed financial institutions or any gains arising from the short-term money market instruments will be used for working capital.
2.9 Cash Company or PN17
The Proposed Disposal is not expected to result in SymLife becoming a cash company and/or a PN17 company under the Listing Requirements.
3. RATIONALE FOR THE PROPOSED DISPOSAL
SymLife Group is principally involved in investment holding, property development, property investment and property management services. The property market has been adversely affected by the slowdown in the global economy and the coronavirus disease 2019 (“COVID- 19”) pandemic. Further, demand for properties as well as construction activities waned as the nation went into a lockdown under the Movement Control Order imposed by the Government of Malaysia as an effort to curb the spread of the COVID-19, which had subdued the Group’s business activities, especially during the first half of 2020.
Further, the Lands are currently tenanted to quarry operators, and generate approximately 0.55% of the total revenue of the Group for the FYE 31 March 2020. In this respect, the Proposed Disposal provides an opportunity for the Group to realise and unlock the value of its investment in the Lands at a premium of 4.17% to the market value of the Lands as appraised by JLW. Upon completion of the Proposed Disposal, SymLife’s remaining undeveloped landbank stands at 459.80 acres*.
The Proposed Disposal will also strengthen the Group’s financial position as illustrated in Section 5.2 of this Circular and also provide the Group with a pro forma gain of RM73.74 million as illustrated in Section 5.3 of this Circular. 8
In addition, the net proceeds from the Proposed Disposal will provide additional cash flow of RM62.72 million for property development projects and working capital as set out in Section 2.8 of this Circular.
Note:
* The Company’s wholly-owned subsidiary, Kejora Harta Properties Sdn Bhd, has on 27 January 2021 entered into a sale and purchase agreement for disposal of 161.61 acres of residential land at Sungai Petani, Kedah to third party for a disposal consideration of approximately RM35.90 million. The said disposal is expected to be completed by 2nd quarter of 2021.
4. RISK FACTORS
The risks factors relating to the Proposed Disposal include, but are not limited to the following:
(i) Non-completion of the SPA
The completion of the Proposed Disposal is conditional upon fulfilment of the conditions precedent as set out in Section 3 of SPA 1 and SPA 2 of Appendix I of this Circular. There is no assurance that the Proposed Disposal can be completed within the time period permitted under the SPA. In the event that the conditions precedent are not fulfilled within the stipulated time period (including any extension of time agreed by both the Vendor and Purchaser), the parties may terminate the SPA. This may subsequently result in the failure of the Group to achieve the objectives and benefits of the Proposed Disposal.
There is no assurance that the Proposed Disposal will not be exposed to the risk of the inability by either party to the SPA to fulfil the terms and conditions of the SPA and/or obtain the relevant approvals from the relevant parties/authorities.
Further, in the event if part of the Lands are acquired under the Land Acquisition Act 1960 (“LAA”) or other Act or legislation by the Federal Government or State Government or any other authority between the date of SPA and the date of full payment of the balance of the Disposal Consideration resulting in the acquired land exceeding 2.5% of the total Lands, the Purchaser shall lawfully be entitled to terminate the SPA.
In this regard, SymLife will take all reasonable steps to ensure that the conditions precedent are met within the stipulated timeframe and that every effort is made to obtain all necessary approvals/consents (including notifying and communicating with the Federal Government or State Government or such other acquiring authority pursuant to the LAA or other legislation, should there be any compulsory acquisition from the date of the SPA to the completion of the Proposed Disposal) in order to complete the Proposed Disposal in a timely manner. Should there be any delay beyond the agreed time period, the Board and management of Prestige Capital shall negotiate with the Purchaser to mutually extend the said period prior to its expiry.
(ii) Opportunity costs
With the Proposed Disposal, SymLife Group will only be disposing the Lands at current valuation and will not be able to enjoy any future appreciation in the value of the Lands. The Group will also lose the opportunity to develop the Lands given that the Lands are strategically located within the locality of Sungai Long which adjoins Bandar Mahkota Cheras on the south-west and Bandar Sungai Long on the south, both being established and matured townships which are well-populated and highly sought-after.
However, the proceeds from the Proposed Disposal would be utilised for purposes set out in Section 2.8 of this Circular, which is expected to strengthen the Group’s existing businesses and be beneficial to SymLife Group in the long term.
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5. EFFECTS OF THE PROPOSED DISPOSAL
5.1 Issued share capital and substantial shareholders’ shareholdings
The Proposed Disposal will not have any effect on the issued share capital of SymLife and the substantial shareholders’ shareholdings of SymLife as the Proposed Disposal does not involve any issuance of SymLife Shares.
5.2 NA, NA per Share and gearing
For illustrative purposes, based on the latest audited consolidated statement of financial position of SymLife as at 31 March 2020, the pro forma effects of the Proposed Disposal on the NA, NA per Share and gearing of the Group are as follows:
I II Audited as at Adjusted for After I and the 31 March subsequent Proposed 2020 event(s) Disposal Group Level RM’000 RM’000 RM’000 Share capital 422,620 (iv)433,301 (iv)433,301 Other reserves (30,414) (30,414) (30,414) Capital reserves 2,500 2,500 2,500 Treasury shares (361) (361) (361) Shares held by ESTS Trust(i) (35,088) (35,088) (35,088) Retained profits 521,828 (iv)509,825 (v)583,564 Equity attributable to owners of the Company / NA 881,085 879,763 953,502
No. of Shares in issue (ii)545,009,622 (iii)(iv)573,017,481 (iii)(iv)573,017,481 NA per Share (RM) 1.62 1.54 1.66 Total borrowings (RM’000) 407,765 407,765 (vi)235,387 Cash and bank balances (RM’000) 30,612 (iv)29,290 (vii)92,012 Net borrowings (RM’000) 377,153 378,475 143,375 Gearing ratio (times)(viii) 0.32 0.32 0.20 Net gearing ratio (times)(ix) 0.30 0.30 0.13
Notes:
(i) The Company had established the Employees’ Share Trust Scheme (“ESTS Trust”) since 1 October 2007 which is expiring on 30 September 2023.
(ii) Excluding a total of 438,329 treasury shares and 55,124,998 Shares held under the ESTS Trust as at 31 March 2020.
(iii) Excluding a total of 438,329 treasury shares and 58,348,681 Shares held under the ESTS Trust as at the LPD.
(iv) After adjusting for the payment of interim single-tier dividend of RM0.02 per SymLife Share in respect of FYE 31 March 2020 (“Interim Dividend”) amounting to approximately RM12.00 million, which was declared on 26 June 2020 and paid on 24 September 2020. As the Dividend Reinvestment Plan (“DRP”) was applicable to the Interim Dividend, a total of 31,231,542 new SymLife Shares were issued at the issue price of RM0.342 per Share. The implementation of the said DRP was completed on 25 September 2020. The remaining portion of the Interim Dividend, amounting to approximately RM1.32 million was fully paid in cash (“Cash Dividend”).
(v) After taking into consideration the pro forma gain of approximately RM73.74 million.
(vi) After adjusting for the redemption of bank borrowings of RM172.38 million.
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(vii) After adjusting for the Cash Dividend and the net proceeds arising from the Proposed Disposal of approximately RM62.72 million which was arrived at based on the redemption of bank borrowings of RM172.38 million.
(viii) Calculated based on total borrowings divided by equity attributable to the equity holders of the Company and total borrowings.
(ix) Calculated based on net borrowings divided by equity attributable to the equity holders of the Company and net borrowings.
5.3 Earnings and EPS
The Proposed Disposal is expected to have a positive effect on the earnings and EPS of the Group for the FYE 31 March 2022, with the pro forma gain of approximately RM73.74 million upon the completion of the Proposed Disposal in the 3rd quarter of 2021. As such, the Proposed Disposal is not expected to have any effect on the earnings and EPS of the Group for the FYE 31 March 2021.
For illustrative purposes, based on the audited net carrying value of the Lands as at 31 March 2020 and the Disposal Consideration, and assuming the Proposed Disposal had been completed on 1 April 2019, being the beginning of the latest audited FYE 31 March 2020, the pro forma effects on the earnings and EPS of SymLife Group are as follows:
After the Audited FYE 31 Proposed March 2020 Disposal
Profit after tax attributable to equity holders of the Company 62,460 (i)136,199 (RM’000)
Weighted average number of issued SymLife Shares(ii) 545,009,622 545,009,622
Basic EPS (sen) 11.46 25.00
Notes:
(i) After adjusting for the pro forma gain of approximately RM73.74 million as set out below:
RM’000 Disposal Consideration 250,000 Less: Audited net book value as at 31 March 2020 (161,624) Less: Estimated expenses for the Proposed Disposal (500) Less: Taxation (14,400) Add: Reversal of deferred tax recognised 263 Pro forma gain 73,739
(ii) Excluding a total of 438,329 treasury shares and 55,124,998 Shares held under the ESTS Trust.
5.4 Convertible securities
As at the LPD, the Company does not have any convertible securities.
6. APPROVALS REQUIRED
The Proposed Disposal is subject to approvals being obtained from the following:
(i) the shareholders of SymLife at the EGM of the Company to be convened;
In this regard, SymLife has procured the unconditional and irrevocable undertaking from its shareholder, Tan Sri Mohamed Azman bin Yahya who holds 20.67% of the issued share capital of SymLife as at the LPD, to vote in favour of the resolution relating to the Proposed Disposal.
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(ii) the State Authority (Pihak Berkuasa Negeri) and other relevant parties which form part of the conditions precedents of the SPA as mentioned under Appendix I of this Circular; and
(iii) any other relevant authorities and/or parties, where applicable.
7. HIGHEST PERCENTAGE RATIO
The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g) of the Listing Requirements based on the latest audited consolidated financial statements of SymLife for the FYE 31 March 2020 is approximately 28.37%.
8. CONDITIONALITY
The Proposed Disposal is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company.
9. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of the directors and/or major shareholders of the Company and/or persons connected with them have any interest, directly or indirectly, in the Proposed Disposal.
10. CORPORATE EXERCISE ANNOUNCED BUT PENDING COMPLETION
Save for the Proposed Disposal, there is no other corporate exercise which has been announced but pending completion as at the LPD.
11. DIRECTORS’ STATEMENT AND RECOMMENDATION
The Board, having considered all aspects of the Proposed Disposal, including but not limited to the salient terms of the SPA as well as rationale and the effects of the Proposed Disposal, is of the opinion that the Proposed Disposal is in the best interest of the Company.
Accordingly, the Board recommends you to vote in favour of the resolution pertaining to the Proposed Disposal to be tabled at the forthcoming EGM of the Company.
12. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to approval being obtained from the shareholders of the Company at the forthcoming EGM, the Proposed Disposal is expected to be completed in the 3rd quarter of 2021.
The tentative timetable for the implementation of the Proposed Disposal is as follows:
Tentative timeline Key milestones
9 March 2021 EGM
June 2021 SPA becomes unconditional
September 2021 Completion of the Proposed Disposal
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13. EGM
The EGM of the Company, the extract of the notice of which is enclosed together with this Circular, will be conducted on a fully virtual basis at the broadcast venue at Auditorium, 3A Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan on Tuesday, 9 March 2021 at 9.30 a.m. or any adjournment thereof for the purpose of considering and if thought fit, passing with or without modifications, the resolution so as to give effect to the Proposed Disposal.
If you are unable to participate and vote at the EGM of the Company, you are requested to complete and return the Form of Proxy in accordance with the instructions contained therein to be deposited with the Company’s Share Registrar, Boardroom Share Registrars Sdn Bhd, at 11th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan or by electronic means through Boardroom Smart Investor Portal at https://boardroomlimited.my in accordance with the instructions contained therein, not less than twenty-four (24) hours before the time appointed for holding the EGM or any adjournment thereof.
Please refer to the procedures provided in the Administrative Guide for the EGM for instructions to register, participate and vote remotely via Remote Participation and Voting facilities.
14. FURTHER INFORMATION
Shareholders are advised to refer to the attached appendices for further information.
Yours faithfully, For and on behalf of the Board of SYMPHONY LIFE BERHAD
TAN SRI MOHAMED AZMAN BIN YAHYA Non-Independent Executive Chairman
13 13 APPENDIX I
SALIENT TERMS OF THE SPA
The salient terms of the SPA 1 and SPA 2 are set out below:
A. SPA 1
1. Sale and Purchase
The Vendor has agreed to sell and transfer the SPA 1 Properties (as defined below) together with any buildings and fittings erected thereon, if any, save for those which are owned by or for the benefit of BTQ, L & W Concrete Works Sdn Bhd and/or Acre Works Sdn Bhd as tenants on an “as is where is” basis lock, stock and barrel free from all encumbrances except as otherwise stated in the SPA 1. The sale and purchase would be with legal possession but subject to the conditions and restrictions in the issue document of title expressed or implied against the SPA 1 Properties (if any) and the Purchaser has agreed to purchase the SPA 1 Properties with total provisional land area of approximately 1,191,500 square metres / 12,825,199 square feet at the purchase price of Ringgit Malaysia One Hundred Eighty Five Million Two Hundred Eighty Thousand Two Hundred and Eighteen and Sen Fifty One (RM185,280,218.51) only (the “SPA 1 Purchase Price”) upon the terms and conditions of the SPA 1.
2. SPA 1 Properties
a. The SPA 1 Properties comprise 5 parcels of industrial land as follows:
Properties Title No. Lot No. New Lot Provisional Purchase Price No. Land Area (RM) (Square Feet) Property 1 HSD 154310 PT 12269 51720 1,306,739 18,877,904.93 Property 2 HSD 154311 PT 12270 51721 1,993,476 28,798,903.54 Property 3 HSD 154312 PT 12271 51722 1,906,288 27,539,335.43
Property 4 HSD 154313 PT 12272 51723 1,762,052 25,455,619.02 53727 4,345,391 62,776,023.51 Property 5 HSD 154314 PT 12273 53728 1,511,253 21,832,432.08 Total 12,825,199 185,280,218.51
3. Conditions Precedent
a. The SPA 1 shall be conditional upon the prior fulfilment of the following conditions (“SPA 1 Condition Precedent”):
i. the Vendor having obtained the prior written consent from the State Authority to transfer the SPA 1 Properties in favour of the Purchaser;
ii. the Vendor having provided its board of directors resolution and/or its shareholders resolution and having obtained SymLife’s board of directors resolution and/or shareholders resolution of its parent company Symphony Life Berhad for the sale and disposal of the SPA 1 Properties upon the terms and conditions of the SPA 1;
iii. the Purchaser having provided its board of directors resolution and/or its shareholders resolution for the purchase of the SPA 1 Properties upon the terms and conditions of the SPA 1;
iv. the Vendor having obtained approval from the relevant authorities for road access connecting the SPA 1 Properties to Persiaran Mahkota Cheras and the EKVE through adjoining lands (where applicable) (the “Road Access”);
14 14
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
v. the Purchaser having completed its due diligence relating to the SPA 1 Properties (including but not limited to the determination of the actual land area, ownership, land use and title conditions whether expressed or implied of the SPA 1 Properties and development of the SPA 1 Properties) and is satisfied with the findings of such due diligence (the “Purchaser’s Due Diligence”);
vi. the Parties having obtained the approval(s) of such other relevant authorities and/or persons for the purchase and transfer the SPA 1 Properties in favour of the Purchaser, if necessary and applicable; and
vii. the execution of the Novation Agreement by the Parties and BTQ which shall come into effect on the completion date of the SPA 1.
b. The Vendor and the Purchaser (the “Parties”) have agreed that the SPA 1 Condition Precedent shall be fulfilled within 6 months from the date of the SPA 1 (the “Conditional Period”) unless otherwise mutually extended by the Parties in writing.
c. In respect of the satisfaction of the findings of the Purchaser’s Due Diligence as a Condition Precedent, the Purchaser shall notify the Vendor in writing (the “Outstanding DD Notification”) within 3 months after the date of SPA 1 or such other later date as the Parties may mutually agree in writing, with a list of all matters with which the Purchaser is not satisfied (the “Outstanding DD Matters”). In the event the Vendor does not receive any Outstanding DD Notification within 3 months after the date of the SPA 1 or such other later date as the Parties may mutually agree in writing, the Purchaser shall be deemed to be satisfied with the findings of the Purchaser’s Due Diligence.
d. In the event the SPA 1 Condition Precedent cannot be fulfilled within the Conditional Period or such other extended period without any fault on the part of any party, either party may terminate the SPA 1 by serving a notice of termination to the other party.
4. Mode of Payment
a. The SPA 1 Purchase Price shall be paid or caused to be paid by the Purchaser at the time and in the manner as follow:
i. the sum of Ringgit Malaysia Three Million Seven Hundred and Five Thousand Six Hundred and Four and Sen Thirty Seven (RM3,705,604.37) only which is equivalent to 2% of the SPA 1 Purchase Price (the “SPA 1 Earnest Deposit”) has been paid by the Purchaser to the Vendor prior to the execution of the SPA 1;
ii. the sum of Ringgit Malaysia Fourteen Million Eight Hundred Twenty Two Thousand Four Hundred and Seventeen and Sen Forty Eight (RM14,822,417.48) only which is equivalent to 8% of the SPA 1 Purchase Price (collectively with the SPA 1 Earnest Deposit, the “SPA 1 Deposit”) shall be paid by the Purchaser to the Vendor upon execution of the SPA 1; and
iii. the sum of Ringgit Malaysia One Hundred Sixty Six Million Seven Hundred Fifty Two Thousand One Hundred and Ninety Six and Sen Sixty Six (RM166,752,196.66) only (the “SPA 1 Balance Purchase Price”) which is equivalent to 90% of the SPA 1 Purchase Price shall be payable by the Purchaser in the following manner within 3 months from the Unconditional Date (the “SPA 1 Completion Period”):
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APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
A. Ringgit Malaysia Two Million Five Hundred Thousand (RM2,500,000.00) only (the “Retained Sum”) to be deposited by the Purchaser with the Purchaser’s Solicitors as stakeholder (the “Retention Sum Stakeholder”), to be released upon the terms of the SPA 1;
B. Ringgit Malaysia One Hundred Sixty Four Million Two Hundred Fifty Two Thousand One Hundred and Ninety Six and Sen Sixty Six (RM164,252,196.66) to be deposited by the Purchaser with the Vendor’s Solicitors as stakeholders and to be released upon the terms of the SPA 1.
b. In the event the Purchaser shall be unable to pay the SPA 1 Balance Purchase Price within the SPA 1 Completion Period, the Vendor shall grant to the Purchaser an automatic extension of 1 month from the date immediately after the SPA 1 Completion Period (the “SPA 1 Extended Completion Period”) to pay the SPA 1 Balance Purchase Price. During the SPA 1 Extended Completion Period, the Purchaser shall pay to the Vendor interest at the rate of 5% per annum on the unpaid portion of the SPA 1 Balance Purchase Price, which would be calculated on a daily basis from the date immediately following the expiry of the Completion Period until the date of full payment of the SPA 1 Balance Purchase Price.
c. The Retained Sum shall be dealt with in the following manner:
i. the Retained Sum shall be deposited by the Retention Sum Stakeholder into an interest bearing account on monthly rollover basis;
ii. should the Parties receive confirmation from the Pengurusan Aset Air Berhad or its subsidiary (the “PAAB”) that the conveyor belt would not be constructed on such part of the land fronting the Road Access and the information is communicated to the Retention Sum Stakeholder, the Retention Sum Stakeholder shall forthwith release the Retained Sum together with all interests accrued thereon to the Vendor; and
iii. should the Parties receive confirmation from PAAB within a period of 36 months after Completion (the “Retained Period”) that the conveyor belt would be constructed on such part of the land fronting the Road Access OR should the Parties not receive any confirmation from PAAB that the conveyor belt would not be constructed on such part of the land fronting the Road Access within the Retained Period, and such is communicated to the Retention Sum Stakeholder, the Purchase Price for the SPA 1 Properties shall be reduced by a sum equivalent to the Retained Sum and the Retention Sum Stakeholder shall forthwith release the Retained Sum together with all interests accrued thereon to the Purchaser.
5. Quarry Operation and Novation Agreement
a. The Parties have acknowledged that the SPA 1 Properties are subject to quarry operation by BTQ whereby the rights obligations and liabilities of the Parties are provided for and can be found in the relevant quarry agreements (the “Quarry Agreements”). Pursuant to the Quarry Agreements, the Vendor has granted BTQ right to use all roads, access, ingress, egress and right of way passing through part of the SPA 1 Properties.
16 16
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
b. The Parties have agreed that as part of fulfilment of the Condition Precedent, the Vendor and the Purchaser shall execute and the Vendor shall use its best endeavours to procure BTQ to execute a tripartite novation agreement to novate, assign and transfer all rights, title, benefits, interests and obligations of the Vendor in and to the Quarry Agreements to the Purchaser. The novation agreement shall take effect on the date of completion of the SPA 1 and which shall contain certain variation of terms of the Quarry Agreement as stated in the SPA 1, which would be subject to any proposed revision by BTQ and acceptance and agreement by the Parties.
6. Taxes
a. The Vendor has declared that the Vendor is liable for income taxes under the Income Tax Act 1967 in respect of the disposal of the SPA 1 Properties and shall not be liable to pay any real property gains tax in this regard.
b. The Vendor has agreed, warranted and covenanted that the Purchaser and/or the Purchaser’s Solicitors are not required to retain any amounts to be remitted to the Inland Revenue Board on behalf of the Vendor as required in accordance with the Real Property Gains Tax Act 1976 and the related laws, by-laws and regulations.
7. Default by Purchaser
a. In the event that the Purchaser shall fail, refuse or neglect to pay the SPA 1 Balance Purchase Price or any part thereof in accordance with the provisions of the SPA 1 or to observe or perform any of its obligations, covenants and undertakings under the SPA 1 or shall breach or have breached any representations and warranties made by it to the Vendor herein in material aspect, then the Vendor shall be entitled to terminate the SPA 1 by serving a notice in writing on the Purchaser whereupon:
i. the SPA 1 Deposit shall be absolutely forfeited by the Vendor as agreed liquidated damages; and
ii. the Vendor shall refund and/or cause to be refunded to the Purchaser, free of interest, the balance of all other monies paid and/or caused to be paid by the Purchaser under and/or pursuant to the SPA 1 towards account of the SPA 1 Purchase Price within 14 days from the date of the said notice, failing which the Vendor shall pay to the Purchaser the late refund interest. Upon refund of the said monies together with the late refund interest (if applicable) to the Purchaser, the SPA 1 shall become null and void and be of no further effect and neither party shall have any further claims or actions whatsoever against the other under or in respect of the SPA 1.
8. Default by Vendor
a. If the Vendor shall fail, refuse or neglect to observe or perform any of its obligations, covenants and undertakings under the SPA 1 or shall breach or have breached any representations and warranties made by it to the Purchaser in the SPA 1 in material aspect, the Purchaser shall be entitled at its option, by serving a notice in writing on the Vendor to either:
i. enforce the SPA 1 by specific performance and in such an event, the Vendor shall reimburse the solicitor’s costs (on a solicitor and client basis) that may be incurred by the Purchaser; or
17 17
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
ii. terminate the SPA 1 whereupon the Vendor shall refund, free of interest, all monies paid by the Purchaser under or pursuant to the SPA 1 towards account of the SPA 1 Purchase Price together with a sum equivalent to the SPA 1 Deposit as agreed liquidated damages to the Purchaser within 14 days upon receipt of such notice of termination, failing which the Vendor shall pay to the Purchaser the late refund interest. Upon refund of all monies together with the late refund interest (if applicable) as well as the payment of the said liquidated damages to the Purchaser, the SPA 1 shall become null and void and neither party shall have any further claims or actions whatsoever against the other under or in respect of the SPA 1.
9. Force Majeure
a. In the event the Purchaser shall as a result of any acts of God, governmental/parliamentary action or order, epidemic, pandemic, or any other unforeseeable cause beyond the Parties’ control (the “Force Majeure”) be incapable to perform its obligations, rights and/or remedies as stated in the SPA 1 (save for payment obligation), the Purchaser shall be entitled by notice in writing to the Vendor informing the Vendor:
i. the nature of the Force Majeure;
ii. the specific obligation, right and/or remedy which is affected by the Force Majeure; and
iii. detailing how the Force Majeure affects the performance of the obligation, right and/or remedy, where the performance of such obligations, rights and/or remedies shall be suspended until the date such Force Majeure event ceases,
where the number of days affected by such Force Majeure shall not be taken into account in the computation of the SPA 1 Completion Period or the SPA 1 Extended Completion Period, AND in such event the SPA 1 Completion Period or the SPA 1 Extended Completion Period shall accordingly be extended by the same number of days affected by such Force Majeure without late payment interest or any other monies payable by the Purchaser.
b. In the event the Vendor shall as a result of any Force Majeure be incapable to perform its obligations, rights and/or remedies as stated in the SPA 1, the Vendor shall be entitled by notice in writing to the Purchaser informing the Purchaser:
i. the nature of the Force Majeure;
ii. the specific obligation, right and/or remedy which is affected by the Force Majeure; and
iii. detailing how the Force Majeure affects the performance of the obligation, right and/or remedy,
where the performance of such obligations, rights and/or remedies shall be suspended until the date such Force Majeure event ceases. The number of days affected by such Force Majeure shall not be taken into account in the computation of the SPA 1 Completion Period or the SPA 1 Extended Completion Period, AND in such event the SPA 1 Completion Period or the SPA 1 Extended Completion Period shall accordingly be extended by the same number of days affected by such Force Majeure without late payment interest or any other monies payable by the Purchaser.
18 18
APPENDIX I APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D)
c. The Parties have agreed that in the event the Force Majeure: c. The Parties have agreed that in the event the Force Majeure:
i. shall continue and subsist for a continuous period of more than 180 days; i. and shall continue and subsist for a continuous period of more than 180 days; and ii. has resulted in any Party incapable to perform its obligation under the SPA ii. 1 has (other resulted than inpayment any Party obligation) incapable during to perform such period, its obligation under the SPA 1 (other than payment obligation) during such period, then either party can elect to terminate the SPA 1 by serving on the other party a written noticethen either of termination. party can elect Upon to suchterminate termination the SPA the 1 byVendor serving shall on theforthwith other partyrefund a writtenand/or causenotice ofto termination.be refunded Uponto the such Purchaser, termination free theof interest, Vendor allshall monies forthwith which refund have and/or been paidcause or to caused be refunded to be paid to the by Purchaser,the Purchaser free towardsof interest, account all monies of the whichSPA 1 have Purchase been Pricepaid or under caused and/or to bepursuant paid by to the the Purchaser SPA 1 within towards 14 days account upon issuance/receiptof the SPA 1 Purchase of such notification.Price under Failingand/or pursuantwhich the to Vendor the SPA shall 1 within pay to 14 the days Purchaser upon issuance/receipt the late refund interestof such andnotification. upon refund Failing of which all monies the Vendor together shall with pay the to thelate Purchaser refund interest the late (if refundapplicable) interest to theand Purchaser,upon refund the of SPA all monies 1 shall togetherbecome withnull andthe latevoid refund and be interest of no further (if applicable) effect and to neitherthe Purchaser, party shall the haveSPA 1any shall further become claims null orand actions void and whatsoever be of no againstfurther effectthe other and underneither or party in respect shall haveof the anySPA further 1. claims or actions whatsoever against the other under or in respect of the SPA 1.
B. SPA 2 B. SPA 2 1. Sale and Purchase 1. Sale and Purchase The Vendor has agreed to sell and transfer Property 6 (as defined below) together with any Thebuildings Vendor and has fittings agreed erected to sell thereon, and transfer if any, Property save for 6 those(as defined which below) are owned together by or with for anythe buildingsbenefit of andBTQ, fittings L & W erected Concrete thereon, Works if Sdn any, Bhd save and/or for those Acre whichWorks are Sdn owned Bhd as by tenants or for the on benefitan “as ofis BTQ,where L is”& W basis Concrete lock, Worksstock andSdn Bhdbarrel and/or free Acrefrom Worksall encumbrances Sdn Bhd as tenantsexcept onas anotherwise “as is wherestated inis” the basis SPA lock, 2. The stock sale and and barrel purchase free wouldfrom allbe encumbranceswith legal possession except butas otherwisesubject to thestated conditions in the SPA and 2.restrictions The sale inand the purchase issue document would be of withtitle expressedlegal possession or implied but subjectagainst toProperty the conditions 6 (if any) and and restrictions the Purchaser in the issue has documentagreed to of purchase title expressed Property or implied6 with againstprovisional Property land area 6 (if of any) approximately and the Purchaser 416,200 squarehas agreed metres to /purchase 4,479,939 Property square feet6 with at provisionalthe purchase land price area ofof approximatelyRinggit Malaysia 416,200 Sixty squareFour Millionmetres Seven/ 4,479,939 Hundred square Nineteen feet at theThousand purchase Seven price Hundred of Ringgit Eighty Malaysia One and Sixty Sen FortyFour NineMillion (RM64,719,781.49) Seven Hundred Nineteenonly (the Thousand“SPA 2 Purchase Seven HundredPrice”) upon Eighty the One terms and and Sen conditions Forty Nine of the (RM64,719,781.49) SPA 2. only (the “SPA 2 Purchase Price”) upon the terms and conditions of the SPA 2. 2. Property 6 2. Property 6 a. Property 6 is an industrial land with the following details: a. Property 6 is an industrial land with the following details: Property Title No. Lot No. New Provisional Purchase Price Property Title No. Lot No. New Provisional Purchase Price Lot No. Land Area (RM) Lot No. Land Area (RM) (Square Feet) (Square Feet) Property 6 HSD 154315 PT 12274 53729 4,479,939 64,719,781.49 Property 6 HSD 154315 PT 12274 53729 4,479,939 64,719,781.49
3. Conditions Precedent 3. Conditions Precedent a. The SPA 2 shall be conditional upon the prior fulfillment of the following conditions a. The(the “SPASPA 2 2 shall Condition be conditional Precedent upon”): the prior fulfillment of the following conditions (the “SPA 2 Condition Precedent”): i. the Vendor having obtained the prior written consent from the State i. Authority the Vendor to transferhaving Propertyobtained 6 thein favour prior ofwritten the Purchaser; consent from the State Authority to transfer Property 6 in favour of the Purchaser; ii. the Vendor having provided its board of directors resolution and/or its ii. shareholders the Vendor having resolution provided and having its board obtained of directors SymLife’s resolution board of and/or directors its shareholdersresolution and/or resolution shareholders and having resolution obtained SymLife’sof its parentboard ofcompany, directors resolutionSymphony Lifeand/or Berhad shareholders for the sale resolution and disposal of ofits Property parent 6 company,upon the Symphonyterms and conditions Life Berhad of thefor theSPA sale 2; and disposal of Property 6 upon the terms and conditions of the SPA 2;
1919 19
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
iii. the Purchaser having provided its board of directors resolution and/or its shareholders resolution for the purchase of Property 6 upon the terms and conditions of the SPA 2;
iv. the Vendor having obtained approval from the relevant authorities for road access connecting Property 6 to Persiaran Mahkota Cheras and the EKVE through adjoining lands (where applicable) (the “Road Access”);
v. the Purchaser having completed its due diligence relating to Property 6 (including but not limited to the determination of the actual land area, ownership, land use and title conditions whether expressed or implied of Property 6 and development of Property 6) and is satisfied with the findings of such due diligence (the “Purchaser’s Due Diligence”);
vi. the Parties having obtained the approval(s) of such other relevant authorities and/or persons for the purchase and transfer of Property 6 in favour of the Purchaser, if necessary and applicable; and
vii. the execution of the Novation Agreement by the Parties and BTQ which shall come into effect on the completion date of the SPA 2.
b. The Vendor and the Purchaser (the “Parties”) have agreed that the SPA 2 Condition Precedent shall be fulfilled within 6 months from the date of the SPA 2 (the “Conditional Period”) unless otherwise mutually extended by the Parties in writing.
c. In respect of the satisfaction of the findings of the Purchaser’s Due Diligence as a Condition Precedent, the Purchaser shall notify the Vendor in writing (the “Outstanding DD Notification”) within 3 months after the date of SPA 2 or such other later date as the Parties may mutually agree in writing, with a list of all matters with which the Purchaser is not satisfied (the “Outstanding DD Matters”). In the event the Vendor does not receive any Outstanding DD Notification within 3 months after the date of the SPA 2 or such other later date as the Parties may mutually agree in writing, the Purchaser shall be deemed to be satisfied with the findings of the Purchaser’s Due Diligence.
d. In the event the SPA 2 Condition Precedent cannot be fulfilled within the Conditional Period or such other extended period without any fault on the part of any party, either party may terminate the SPA 2 by serving a notice of termination to the other party.
4. Mode of Payment
a. The SPA 2 Purchase Price shall be paid or caused to be paid by the Purchaser at the time and in the manner as follow:
i. the sum of Ringgit Malaysia One Million Two Hundred Ninety Four Thousand Three Hundred Ninety Five and Sen Sixty Three (RM1,294,395.63) only which is equivalent to 2% of the SPA 2 Purchase Price (the “SPA 2 Earnest Deposit”) has been paid by the Purchaser to the Vendor prior to the execution of the SPA 2 (the receipt of which the Vendor hereby acknowledges);
20 20
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
ii. the sum of Ringgit Malaysia Five Million One Hundred Seventy Seven Thousand Five Hundred Eighty Two and Sen Fifty Two (RM5,177,582.52) only which is equivalent to 8% of the SPA 2 Purchase Price (collectively with the SPA 2 Earnest Deposit, the “SPA 2 Deposit”) shall be paid by the Purchaser to the Vendor upon execution of the SPA 2 in the following manner:
A. Ringgit Malaysia One Million Nine Hundred Forty One Thousand Five Hundred Ninety Three and Sen Forty Five (RM1,941,593.45) only which is equivalent to 3% of the SPA 2 Purchase Price to the Purchaser’s Solicitors as stakeholder upon execution of the SPA 2 (the “SPA 2 Retention Sum”);
B. Ringgit Malaysia Three Million Two Hundred Thirty Five Thousand Nine Hundred Eighty Nine and Sen Seven (RM3,235,989.07) only which is equivalent to 5% of the SPA 2 Purchase Price to the Vendor’s Solicitors as stakeholder upon the execution of the SPA 2;
iii. the sum of Ringgit Malaysia Fifty Eight Million Two Hundred Forty Seven Thousand Eight Hundred Three and Sen Thirty Four (RM58,247,803.34) only (the “SPA 2 Balance Purchase Price”) which is equivalent to 90% of the SPA 2 Purchase Price shall be deposited by the Purchaser with the Vendor’s Solicitors as stakeholder within 3 months from the Unconditional Date (the “SPA 2 Completion Period”), to be released upon the terms of the SPA 2.
b. In the event the Purchaser shall be unable to pay the SPA 2 Balance Purchase Price within the SPA 2 Completion Period, the Vendor shall grant to the Purchaser an automatic extension of 1 month from the date immediately after the SPA 2 Completion Period (the “SPA 2 Extended Completion Period”) to pay the SPA 2 Balance Purchase Price. During the SPA 2 Extended Completion Period, the Purchaser shall pay to the Vendor interest at the rate of 5% per annum on the unpaid portion of the SPA 2 Balance Purchase Price, which would be calculated on a daily basis from the date immediately following the expiry of the Completion Period until the date of full payment of the SPA 2 Balance Purchase Price.
5. Quarry Operation and Novation Agreement
a. The Parties have acknowledged that Property 6 are subject to quarry operation by BTQ whereby the rights obligations and liabilities of the Parties are provided for and can be found in the relevant quarry agreements (the “Quarry Agreements”). Pursuant to the Quarry Agreements, the Vendor has granted BTQ right to use all roads, access, ingress, egress and right of way passing through part of Property 6.
b. The Parties have agreed that as part of fulfilment of the Condition Precedent, the Vendor and the Purchaser shall execute and the Vendor shall use its best endeavours to procure BTQ to execute a tripartite novation agreement to novate, assign and transfer all rights, title, benefits, interests and obligations of the Vendor in and to the Quarry Agreements to the Purchaser. The novation agreement shall take effect on the date of completion of the SPA 2 and which shall contain certain variation of terms of the Quarry Agreement as stated in the SPA 2, which would be subject to any proposed revision by BTQ and acceptance and agreement by the Parties.
21 21
APPENDIX I APPENDIX I APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D) SALIENT TERMS OF THE SPA (CONT’D)
6. Taxes 6. Taxes 6. Taxes
a. The Parties shall comply with the provisions of the Real Property Gains Tax Act a. The Parties shall comply with the provisions of the Real Property Gains Tax Act a. The1976 Parties (the “RPGT shall Actcomply”) for with the salethe provisionsand purchase of the transaction Real Property in the GainsSPA 2. Tax Act a. The1976 Parties (the “RPGT shall Actcomply”) for with the salethe provisionsand purchase of the transaction Real Property in the GainsSPA 2. Tax Act 1976 (the “RPGT Act”) for the sale and purchase transaction in the SPA 2. 1976 (the “RPGT Act”) for the sale and purchase transaction in the SPA 2.
b. The Parties shall submit the respective RPGT forms as prescribed under the RPGT b. The Parties shall submit the respective RPGT forms as prescribed under the RPGT b. TheAct. PartiesThe Purchaser’s shall submit Solicitors the respective shall RPGTretain formsthe SPA as prescribed 2 Retention under Sum the for RPGT the Act. The Purchaser’s Solicitors shall retain the SPA 2 Retention Sum for the purposeAct. The of Purchaser’s payment of SolicitorsRPGT payable shall retainto the Directorthe SPA General 2 Retention of Inland Sum Revenue for the purpose of payment of RPGT payable to the Director General of Inland Revenue andpurpose forward of payment the SPA of2 RetentionRPGT payable Sum, toas thestated Director in the General SPA 2. of Inland Revenue and forward the SPA 2 Retention Sum, as stated in the SPA 2. and forward the SPA 2 Retention Sum, as stated in the SPA 2.
7. Default by Purchaser 7. Default by Purchaser 7. Default by Purchaser
a. In the event that the Purchaser shall fail, refuse or neglect to pay the SPA 2 Balance a. In the event that the Purchaser shall fail, refuse or neglect to pay the SPA 2 Balance a. InPurchase the event Price that orthe any Purchaser part thereof shall in fail, accordance refuse or neglect with the to provisions pay the SPA of the2 Balance SPA 2 Purchase Price or any part thereof in accordance with the provisions of the SPA 2 orPurchase to observe Price or orperform any part any thereof of its obligations,in accordance covenants with the andprovisions undertakings of the SPAunder 2 or to observe or perform any of its obligations, covenants and undertakings under theor to SPA observe 2 or orshall perform breach any or ofhave its obligations, breached any covenants representations and undertakings and warranties under the SPA 2 or shall breach or have breached any representations and warranties madethe SPA by it2 toor the shall Vendor breach herein or have in material breached aspect, any thenrepresentations the Vendor shalland warrantiesbe entitled made by it to the Vendor herein in material aspect, then the Vendor shall be entitled tomade terminate by it to the the SPAVendor 2 by herein serving in materiala notice aspect,in writing then on thethe VendorPurchaser shall whereupon: be entitled to terminate the SPA 2 by serving a notice in writing on the Purchaser whereupon: to terminate the SPA 2 by serving a notice in writing on the Purchaser whereupon:
i. the SPA 2 Deposit shall be absolutely forfeited by the Vendor as agreed i. the SPA 2 Deposit shall be absolutely forfeited by the Vendor as agreed i. liquidated the SPA 2 damages; Deposit shall and be absolutely forfeited by the Vendor as agreed liquidated damages; and liquidated damages; and liquidated damages; and
ii. the Vendor shall refund and/or cause to be refunded to the Purchaser, free ii. the Vendor shall refund and/or cause to be refunded to the Purchaser, free ii. of the interest, Vendor theshall balance refund and/orof all other cause monies to be refundedpaid and/or to the caused Purchaser, to be paidfree of interest, the balance of all other monies paid and/or caused to be paid byof interest,the Purchaser the balance under ofand/or all other pursuant monies to paidthe SPA and/or 2 towards caused accountto be paid of by the Purchaser under and/or pursuant to the SPA 2 towards account of theby the SPA Purchaser 2 Purchase under Price and/or within pursuant 14 days to from the theSPA date 2 towards of the said account notice, of the SPA 2 Purchase Price within 14 days from the date of the said notice, failingthe SPA which 2 Purchase the Vendor Price shall within pay 14to thedays Purchaser from the thedate late of therefund said interest. notice, failing which the Vendor shall pay to the Purchaser the late refund interest. Uponfailing refundwhich theof theVendor said shall monies pay togetherto the Purchaser with the the late late refund refund interest interest. (if Upon refund of the said monies together with the late refund interest (if applicable)Upon refund to ofthe the Purchaser, said monies the SPAtogether 2 shall with become the late null refund and void interest and be(if applicable) to the Purchaser, the SPA 2 shall become null and void and be ofapplicable) no further to effect the Purchaser, and neither the party SPA shall 2 shall have become any further null claimsand void or actionsand be of no further effect and neither party shall have any further claims or actions whatsoeverof no further againsteffect and the neither other underparty shallor in haverespect any of further the SPA claims 2. or actions whatsoever against the other under or in respect of the SPA 2. whatsoever against the other under or in respect of the SPA 2.
8. Default by Vendor 8. Default by Vendor 8. Default by Vendor
a. If the Vendor shall fail, refuse or neglect to observe or perform any of its obligations, a. If the Vendor shall fail, refuse or neglect to observe or perform any of its obligations, a. Ifcovenants the Vendor and shall undertakings fail, refuse under or neglect the SPA to observe 2 or shall or performbreach or any have of its breached obligations, any covenants and undertakings under the SPA 2 or shall breach or have breached any representationscovenants and undertakings and warranties under made the by SPA it to 2 the or shallPurchaser breach in or the have SPA breached 2 in material any representations and warranties made by it to the Purchaser in the SPA 2 in material aspect,representations the Purchaser and warranties shall be madeentitled by at it toits the option, Purchaser by serving in the a SPA notice 2 in in material writing aspect, the Purchaser shall be entitled at its option, by serving a notice in writing onaspect, the Vendor the Purchaser to either: shall be entitled at its option, by serving a notice in writing on the Vendor to either: on the Vendor to either:
i. enforce the SPA 2 by specific performance and in such an event, the i. enforce the SPA 2 by specific performance and in such an event, the i. Vendor enforce shallthe SPAreimburse 2 by thespecific solicitor’s performance costs (on and a solicitor in such and an client event, basis) the Vendor shall reimburse the solicitor’s costs (on a solicitor and client basis) thatVendor may shall be incurred reimburse by thethe solicitor’sPurchaser; costs or (on a solicitor and client basis) that may be incurred by the Purchaser; or that may be incurred by the Purchaser; or
ii. terminate the SPA 2 whereupon the Vendor shall refund, free of interest, ii. terminate the SPA 2 whereupon the Vendor shall refund, free of interest, ii. all terminate monies the paid SPA by the2 whereupon Purchaser theunder Vendor or pursuant shall refund, to the freeSPA of 2 interest,towards all monies paid by the Purchaser under or pursuant to the SPA 2 towards accountall monies of paidthe SPA by the 2 Purchase Purchaser Price under together or pursuant with a tosum the equivalent SPA 2 towards to the account of the SPA 2 Purchase Price together with a sum equivalent to the SPAaccount 2 Deposit of the SPA as agreed 2 Purchase liquidated Price damagestogether with to the a sum Purchaser equivalent within to the14 SPA 2 Deposit as agreed liquidated damages to the Purchaser within 14 daysSPA 2upon Deposit receipt as ofagreed such noticeliquidated of termination damages (exceptto the Purchaser where in respect within 14 of days upon receipt of such notice of termination (except where in respect of thedays Retention upon receipt Sum of already such notice paid to of the termination Director General(except whereof Inland in respectRevenue, of the Retention Sum already paid to the Director General of Inland Revenue, tothe refund Retention to the Sum Purchaser(s) already paid within to the 14 Director days fromGeneral the ofdate Inland of Vendor(s)’ Revenue, to refund to the Purchaser(s) within 14 days from the date of Vendor(s)’ receiptto refund of torefund the Purchaser(s) of Retention within Sum 14from days the fromDirector the dateGeneral of Vendor(s)’ of Inland receipt of refund of Retention Sum from the Director General of Inland Revenue),receipt of refundfailing ofwhich Retention the Vendor Sum fromshall thepay Directorto the Purchaser General of the Inland late Revenue), failing which the Vendor shall pay to the Purchaser the late refundRevenue), interest. failing Upon which refund the Vendor of all moniesshall pay together to the withPurchaser the late the refund late refund interest. Upon refund of all monies together with the late refund interestrefund interest. (if applicable) Upon refundas well of asall moniesthe payment together of withthe saidthe lateliquidated refund interest (if applicable) as well as the payment of the said liquidated damagesinterest (if to applicable) the Purchaser, as well the asSPA the 2 shallpayment become of the null said and liquidatedvoid and damages to the Purchaser, the SPA 2 shall become null and void and neitherdamages party to theshall Purchaser, have any furtherthe SPA claims 2 shall or actionsbecome whatsoever null and void against and neither party shall have any further claims or actions whatsoever against theneither other party under shall or inhave respect any furtherof the SPA claims 2. or actions whatsoever against the other under or in respect of the SPA 2. the other under or in respect of the SPA 2. 22 2222 22
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
9. Force Majeure
a. In the event the Purchaser shall as a result of any acts of God, governmental/parliamentary action or order, epidemic, pandemic, or any other unforeseeable cause beyond the Parties’ control (the “Force Majeure”) be incapable to perform its obligations, rights and/or remedies as stated in the SPA 2 (save for payment obligation), the Purchaser shall be entitled by notice in writing to the Vendor informing the Vendor:
i. the nature of the Force Majeure;
ii. the specific obligation, right and/or remedy which is affected by the Force Majeure; and
iii. detailing how the Force Majeure affects the performance of the obligation, right and/or remedy, where the performance of such obligations, rights and/or remedies shall be suspended until the date such Force Majeure event ceases,
where the number of days affected by such Force Majeure shall not be taken into account in the computation of the SPA 2 Completion Period or the SPA 2 Extended Completion Period, AND in such event the SPA 2 Completion Period or the SPA 2 Extended Completion Period shall accordingly be extended by the same number of days affected by such Force Majeure without late payment interest or any other monies payable by the Purchaser.
b. In the event the Vendor shall as a result of any Force Majeure be incapable to perform its obligations, rights and/or remedies as stated in the SPA 2, the Vendor shall be entitled by notice in writing to the Purchaser informing the Purchaser:
i. the nature of the Force Majeure;
ii. the specific obligation, right and/or remedy which is affected by the Force Majeure; and
iii. detailing how the Force Majeure affects the performance of the obligation, right and/or remedy,
where the performance of such obligations, rights and/or remedies shall be suspended until the date such Force Majeure event ceases. The number of days affected by such Force Majeure shall not be taken into account in the computation of the SPA 2 Completion Period or the SPA 2 Extended Completion Period, AND in such event the SPA 2 Completion Period or the SPA 2 Extended Completion Period shall accordingly be extended by the same number of days affected by such Force Majeure without late payment interest or any other monies payable by the Purchaser.
23 23
APPENDIX I
SALIENT TERMS OF THE SPA (CONT’D)
c. The Parties have agreed that in the event the Force Majeure:
i. shall continue and subsist for a continuous period of more than 180 days; and
ii. has resulted in any Party incapable to perform its obligation under the SPA 2 (other than payment obligation) during such period,
then either party can elect to terminate the SPA 2 by serving on the other party a written notice of termination. Upon such termination the Vendor shall forthwith refund and/or cause to be refunded to the Purchaser, free of interest, all monies which have been paid or caused to be paid by the Purchaser towards account of the SPA 2 Purchase Price under and/or pursuant to the SPA 2 within 14 days upon issuance/receipt of such notification (except where in respect of the Retention Sum already paid to the Director General of Inland Revenue, to refund to the Purchaser(s) within 14 days from the date of Vendor(s)’ receipt of refund of Retention Sum from the Director General of Inland Revenue). Failing which the Vendor shall pay to the Purchaser the late refund interest and upon refund of all monies together with the late refund interest (if applicable) to the Purchaser, the SPA 2 shall become null and void and be of no further effect and neither party shall have any further claims or actions whatsoever against the other under or in respect of the SPA 2.
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24 24
APPENDIX II
SALIENT TERMS OF THE INTERCONDITIONAL AND ADJUSTMENT AGREEMENT
The salient terms of the Interconditional and Adjustment Agreement are set out below:
1. Intercondition in Sale and Purchase of the Properties
a. The Parties have agreed that the SPA 1, the SPA 2 and the sale and purchase of each of the SPA 1 Properties and Property 6 (collectively, the “Properties”) are inter-dependent and that neither the Purchaser nor the Vendor shall be obliged to complete the sale and purchase unless the Properties are sold, transferred and completed simultaneously or otherwise mutually agreed by the Purchaser and the Vendor in writing. The sale and purchase of the Properties in both the SPA 1 and the SPA 2 is on an “all or nothing at all” basis and shall be construed as one single transaction and not separate individual transactions.
2. Conditions Precedent
The Parties have agreed that:
a. the sale and purchase of the SPA 1 Properties under the SPA 1 shall be further conditional upon the fulfilment of all the SPA 2 Condition Precedent, and this condition precedent shall be deemed as a SPA 1 Condition Precedent; and
b. the sale and purchase of Property 6 under the SPA 2 shall be further conditional upon the fulfilment of all the SPA 1 Condition Precedent, and this condition precedent shall be deemed as a SPA 2 Condition Precedent.
3. Adjustment in Purchase Price
a. The Parties have agreed that the SPA 1 Purchase Price and the SPA 2 Purchase Price shall not in any event fluctuate or be adjusted unless there is a discrepancy in respect of the total area of the Properties as shown in the replacement issue documents of title to the Properties issued by the relevant authorities (the “Replacement Titles”) by more than 0.5% from the total land area of all the Properties (measured in square metre) as shown in Column 7 of Schedule 1 of the Interconditional and Adjustment Agreement.
b. In the event that the total area of the Properties as shown in the Replacement Titles shall differ from the total area of the Properties by more than 0.5%, the purchase price of each of the Properties (if the property has a different area), shall be adjusted for the difference in area for that Property between the area as shown in the Replacement Title and the area stated in Column 7 of Schedule 1 of the Interconditional and Adjustment Agreement (but without double counting), upwards, if there is an increase in area, or downwards, if there is a reduction in area, by an adjustment rate of RM155.50 per square metre.
25 25
APPENDIX II
SALIENT TERMS OF THE INTERCONDITIONAL AND ADJUSTMENT AGREEMENT (CONT’D)
SCHEDULE 1
LIST OF PROPERTIES
1 2 3 4 5 6 7 8 9
Area as shown in the Provisional Area #4 Provisional Area #4 Purchase Price Properties Title No. Lot No. title to the Properties Properties Provisional Lot No. #3 (Square Metres) (Square Feet) (RM) (Square Metres)
Property 1 HSD 154310 PT 12269 121,406 Property 1 51720 121,400 1,306,739 18,877,904.93 Property 2 HSD 154311 PT 12270 186,156 Property 2 51721 185,200 1,993,476 28,798,903.54 Property 3 HSD 154312 PT 12271 178,062 Property 3 51722 177,100 1,906,288 27,539,335.43 Property 4 HSD 154313 PT 12272 161,875 Property 4 51723 163,700 1,762,052 25,455,619.02 Property 5 HSD 154314 PT 12273 635,357#1 Property 5a 53727 403,700 4,345,391 62,776,023.51 Property 5b 53728 140,400 1,511,253 21,832,432.08
Total 1,282,856 Total 1,191,500 12,825,199 185,280,218.51
Property 6 HSD 154315 PT 12274 416,827#2 Property 6 53729 416,200 4,479,939 64,719,781.49
Total 1,699,683 Total 1,607,700 17,305,138 250,000,000.00
Notes:
#1 - Existing government acquisition in respect of Property 5 under No. Perserahan: 4467/2015 Pengambilan Sebahagian Tanah - Borang K seluas lebih kurang 91,501 meter persegi, No Warta: 4310 bertarikh 07 November 2013 (No. Rujukan Fail: PTG.SEL.3/KKR/06/147JLD.2 SJ. 252), registered on 3 December 2015.
#2 - Existing government acquisition in respect of Property 6 under No. Perserahan: 4468/2015 Pengambilan Sebahagian Tanah - Borang K seluas lebih kurang 364 meter persegi, No Warta: 4310 bertarikh 07 November 2013 (No. Rujukan Fail: PTG.SEL.3/KKR/06/147JLD.2 SJ. 253), registered on 3 December 2015.
#3 - Provisional lot numbers for the Properties on issuance of Replacement Titles
#4 - Estimated area after Existing Government Acquisition and issuance of Replacement Titles
26
26 APPENDIX III
SALIENT TERMS OF THE LETTER OF GUARANTEE
The salient terms of the Letter of Guarantee are as follows:
1. Guarantee by SymLife
In consideration of the Purchaser agreeing to enter to the SPA 1 and the SPA 2 with the Vendor and in order to fully secure the Vendor’s payment obligation in respect of the SPA 1 Deposit, the SPA 2 Deposit and late refund interest (if applicable), SymLife agrees to execute and deliver to the Purchaser a guarantee with the following terms:
a. SymLife unconditionally and irrevocably guarantees, agrees, covenants and undertakes with the Purchaser that in the event:
i. any of the SPA 1 Condition Precedent and SPA 2 Condition Precedent cannot be fulfilled within the Conditional Period or such other extended period mutually agreed between the Parties; and
ii. the SPA 1 and the SPA 2 are terminated by the Purchaser,
SymLife shall refund the SPA 1 Deposit, the SPA 2 Deposit and late refund interest (if applicable) to the Purchaser within 3 business days immediately after the failure of the Vendor to refund the SPA 1 Deposit and SPA 2 Deposit within the period of 14 days, as stated in the terms of the SPA 1 and the SPA 2.
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27 27
APPENDIX IV
VALUATION CERTIFICATE
[TO BE INSERTED]
Our Ref.: V/PC-(C)/025/20/BURSA
Date: 10th November 2020 Our Ref.: V/PC-(C)/025/20/BURSA Symphony Life Berhad 01-3, 3rd Floor, Menara Symphony Date:No. 5, 10th Jalan November Prof. Khoo 2020 Kay Kim, Seksyen 13 46200 Petaling Jaya Selangor Darul Ehsan Symphony Life Berhad 01-3, 3rd Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13 Dear Sirs, 46200 Petaling Jaya Selangor Darul Ehsan VALUATION OF SIX (6) PARCELS OF INDUSTRIAL DEVELOPMENT LAND IDENTIFIED AS LOTS PT 12269 TO PT 12274, ALL LOCATED WITHIN MUKIM AND DearDISTRICT Sirs, OF ULU LANGAT, SELANGOR DARUL EHSAN (“SUBJECT PROPERTY”)
VALUATION1. Terms of ReferenceOF SIX (6) PARCELS OF INDUSTRIAL DEVELOPMENT LAND IDENTIFIED AS LOTS PT 12269 TO PT 12274, ALL LOCATED WITHIN MUKIM AND This valuation certificate has been prepared for the purpose of submission to Bursa Malaysia DISTRICT OF ULU LANGAT, SELANGOR DARUL EHSAN (“SUBJECT PROPERTY”) Securities Berhad (“Bursa Securities”) in relation to the proposed disposal by Prestige Capital Sdn Bhd (“Prestige Capital”), a wholly-owned subsidiary of Symphony Life Berhad. 1. Terms of Reference
WeThis hereby valuation confirm certificate that we has have been valued, prepared in accordance for the purpose with the of instruction submission from to PrestigeBursa Malaysia Capital, theSecurities Subject Berhad Property (“Bursa vide Securities”) our Report in relation and Valuationto the proposed bearing disposal Reference by Prestige No. CapitalV/PC- Sdn(C)/025/20/BURSA Bhd (“Prestige Capital”),dated 10 tha whollyNovember-owned 2020. subsidiary This valuation of Symphony certificate Life Berhad. is to be read in conjunction with the abovementioned Report and Valuation. We hereby confirm that we have valued, in accordance with the instruction from Prestige Capital, theThe SubjectReport andProperty Valuation vide has our been Report prepared and inValuation accordance bearing with theReference Malaysian No. Valuation V/PC- (C)/025/20/BURSAStandards issued by thedated Board 10th of November Valuers, Appraisers, 2020. This Estate valuation Agents certificate and Property is to Managers be read asin conjunctionwell as the Asset with theValuation abovementioned Guidelines Report issued and by theValuation. Securities Commission Malaysia, and with the necessary professional responsibility and due diligence. The Report and Valuation has been prepared in accordance with the Malaysian Valuation Standards issued by the Board of Valuers, Appraisers, Estate Agents and Property Managers as 2. wellThe Subjectas the Asset and ValuationDate of Valuation Guidelines issued by the Securities Commission Malaysia, and with the necessary professional responsibility and due diligence. The subject of this valuation comprises the 99-year leasehold interests, having unexpired term of about 90 years (as at the date of this valuation) in six (6) parcels of industrial development land located within Sungai Long, Selangor Darul Ehsan. 2. The Subject and Date of Valuation
The relevantsubject of date this of valuation valuation comprises is 18th September the 99-year 2020. leasehold interests, having unexpired term of about 90 years (as at the date of this valuation) in six (6) parcels of industrial development land located within Sungai Long, Selangor Darul Ehsan.
The relevant date of valuation is 18th September 2020.
Page 1 of 7
28 Page 1 of 7 28
APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
3. Title Particulars [TO BE INSERTED] Enquiries conducted at Selangor Darul Ehsan Land Registry on 21st September 2020 revealed the following particulars of titles in respect of the Subject Property:- 3. Title Particulars 3. Title Particulars 3. Title ParticularsLot No. Title No. Land Area1 Quit Rent 3. EnquiriesTitle ParticularsPT 12269 conducted at SelangorHSD 154310 Darul Ehsan 121,406Land Registry square metres on 21st SeptemberRM41,157.00 2020 revealed Enquiries conducted at Selangor Darul Ehsan Land Registry on 21st September 2020 revealed theEnquiries followingPT 12270 conducted particulars at Selangor ofHSD titles 154311 inDarul respect Ehsan of the186,156Land Subject Registry square Property:- metres on 21st SeptemberRM63,107.00 2020 revealed theEnquiries followingPT 1 conducted2271 particulars at Selangor ofHSD titles 154312 inDarul respect Ehsan of the178,062Land Subject Registry square Property:- metres on 21st SeptemberRM60,364.00 2020 revealed 1 the followingPT 12272 particulars ofHSD titles 154313 in respect of the161,875 Subject square Property:- metres1 RM54,876.00 Lot No. Title No. Land Area1 Quit Rent Lot No. Title No. Land Area1 Quit Rent PTLot 1226912273 No. HSDTitle 154310154314 No. 121,406635,357Land square Area metres RM203,060.00RM41,157.00Quit Rent PTLot 12269 No. HSDTitle 154310 No. 121,406Land square Area metres1 RM41,157.00Quit Rent PT 122701226912274 HSD 154311154310154315 186,156121,406416,827 square metres RM133,218.00RM63,107.00RM41,157.00 PT 1226912270 HSD 154310154311 121,406186,156 square metres RM41,157.00RM63,107.00 PT 1122702271 HSD 154312154311 178,062186,156 square metres RM60,364.00RM63,107.00 PT 1122702271 HSD 154311154312 186,156178,062 square metres RM63,107.00RM60,364.00 all locatedPT 112272 2271within Mukim HSDand District154313154312 of Ulu Langat,161,875178,062 Selangor square metres Darul Ehsan. RM54,876.00RM60,364.00 PT 112273122722271 HSD 154314154313154312 635,357161,875178,062 square metres RM203,060.00RM54,876.00RM60,364.00 PT 12273 HSD 154314 635,357 square metres RM203,060.00 Tenure:PT 122741227312272 99-yearHSD 154315154314154313leasehold interest,416,827635,357161,875 expiring square on metres 18th April 2111,RM133,218.00RM203,060.00RM54,876.00 in respect of all PT 12274 HSD 154315 416,827 square metres RM133,218.00 PT 1227412273 titles.HSD 154315154314 416,827635,357 square metres RM133,218.00RM203,060.00 all locatedPT 12274 within Mukim HSDand District154315 of Ulu Langat,416,827 Selangor square metres Darul Ehsan. RM133,218.00 all located within Mukim and District of Ulu Langat, Selangor Darul Ehsan. Categoryall located of within Mukim and District of Ulu Langat, Selangor Darul Ehsan. all located within Mukim and District of Ulu Langat, Selangor Darul Ehsan. Tenure:Land Use: 99-yearPerusahaan leasehold, in respect interest, of all expiring titles. on 18th April 2111, in respect of all Tenure: titles.99-year leasehold interest, expiring on 18th April 2111, in respect of all titles. ExpressTenure: titles.99-year leasehold interest, expiring on 18th April 2111, in respect of all titles. CategoryCondition: of Industri Berat (Kuari), in respect of all titles. LandCategory Use: of Perusahaan, in respect of all titles. Land Use: Perusahaan, in respect of all titles. LandCategoryRestriction Use: of Perusahaan, in respect of all titles. ExpressLandin Interest: Use: PerusahaanTanah ini boleh, in respect dipindahmilik, of all titles. dipajak atau digadai setelah mendapat Express Condition:Express Industrikebenaran Berat Pihak (Kuari) Berkuasa, in respect Negeri of, in all respect titles. of all titles. Condition:Express Industri Berat (Kuari), in respect of all titles. Condition:RestrictionRegistered Industri Berat (Kuari), in respect of all titles. Restriction inRestrictionProprietor: Interest: Tanah Prestige ini Capital boleh Sdn dipindahmilik, Bhd. dipajak atau digadai setelah mendapat inRestriction Interest: kebenaranTanah ini bolehPihak Berkuasadipindahmilik, Negeri dipajak, in respect atau of digadai all titles. setelah mendapat kebenaran Pihak Berkuasa Negeri, in respect of all titles. inEncumbrances Interest: 2: InkebenaranTanah respect ini of bolehPihak Lots Berkuasadipindahmilik,PT 12269 Negeri and PTdipajak, in12270 respect atau of digadai all titles. setelah mendapat Registered Chargedkebenaran to Pihak Bank BerkuasaMuamalat Negeri Malaysia, in respect Berhad, of registeredall titles. on 2nd March Registered Proprietor:Registered 2020. Prestige Capital Sdn Bhd. Proprietor:Registered Prestige Capital Sdn Bhd. 2 Proprietor: 22 Prestige Capital Sdn Bhd. EndorsementsEncumbrances2:: In respect of Lots PT 1226912271 andto PT PT 12274 12270 Encumbrances2: In respect of Lots PT 12269 and PT 12270 Encumbrances : i. InCharged respect Private to of caveatBank Lots PTMuamalatentered 12269 byand Malaysia Affin PT 12270 Hwang Berhad, Investment registered onBank 2nd Berhad, March 2 Charged to Bank Muamalat Malaysia Berhad, registered on 2nd March Encumbrances : Charged In2020. respectregistered to of Bank Lotson 3rd PTMuamalat January 12269 and2017.Malaysia PT 12270 Berhad, registered on 2nd March 2020. ii.2020.Charged Private to caveat Bank enteredMuamalat by MalaysiaBank Islam Berhad, Malaysia registered Berhad, on registered 2nd March on 2 2 2020. Endorsements2: In respect of Lots PT 12271 to PT 12274 Endorsements2: In respect18th June of Lots2020. PT 12271 to PT 12274 Endorsements : i. In respect Private ofcaveat Lots PTentered 12271 byto PTAffin 12274 Hwang Investment Bank Berhad, 2 i. Private caveat entered by Affin Hwang Investment Bank Berhad, Endorsements : Ini. respect Privateregistered ofcaveat LotLotson 3rdPT PTentered 12273January 12271 by to2017. PTAffin 12274 Hwang Investment Bank Berhad, registered on 3rd January 2017. No.i.ii. Privateregistered Perserahan: caveatcaveat on 3rd 4467/2015 enteredentered January by by 2017.PengambilanBank Affin Islam Hwang Malaysia Sebahagian Investment Berhad, Tanah- Bank registered Borang Berhad, on K ii. Private caveat entered by Bank Islam Malaysia Berhad, registered on seluasii. Private18thregistered lebih June caveat kurang 2020.on 3rd entered January91,501 by meter 2017.Bank persegi,Islam Malaysia No Warta: Berhad, 4310 registeredbertarikh 07on 18th June 2020. Novemberii. 18th Private June caveat2013 2020. (No.entered Rujukan by Bank Fail: Islam PTG.SEL.3/KKR/06/147JLD.2 Malaysia Berhad, registered SJ.on 18th June 2020. In252) respect, registered of Lot on PT 3rd 12273 December 2015; InNo. respect Perserahan: of Lot PT4467/2015 12273 Pengambilan Sebahagian Tanah- Borang K No. Perserahan: 4467/2015 Pengambilan Sebahagian Tanah- Borang K InNo.seluas respect Perserahan: lebih of kurangLot PT4467/2015 122741227391,501 meterPengambilan persegi, SebahagianNo Warta: 4310Tanah- bertarikh Borang 07 K seluas lebih kurang 91,501 meter persegi, No Warta: 4310 bertarikh 07 No.seluasNovember Perserahan: lebih 2013 kurang 4468/20154467/2015(No. 91,501 Rujukan meterPengambilan Fail: persegi, PTG.SEL.3/KKR/06/147JLD.2 SebahagianNo Warta: 4310Tanah- bertarikh Borang SJ.07 K November 2013 (No. Rujukan Fail: PTG.SEL.3/KKR/06/147JLD.2 SJ. seluasNovember252), registered lebihlebih 2013 kurangkurang on (No. 3rd 91,501364 RujukanDecember meter meter Fail:persegi, 2015;persegi, PTG.SEL.3/KKR/06/147JLD.2 No No Warta: Warta: 43104310 bertarikhbertarikh SJ.07 252), registered on 3rd December 2015; November252), registered 2013 on (No. 3rd RujukanDecember Fail: 2015; PTG.SEL.3/KKR/06/147JLD.2 SJ. 253)252)In respect, registered of Lot on PT 3rd 12274 December 2015; In respect of Lot PT 12274 No.In respect Perserahan: of Lot PT4468/2015 12274 Pengambilan Sebahagian Tanah- Borang K InNo. respect Perserahan: of Lot PT4468/2015 12274 Pengambilan Sebahagian Tanah- Borang K seluasNo. Perserahan: lebih kurang 4468/2015 364 meter Pengambilan persegi, NoSebahagian Warta: 4310 Tanah- bertarikh Borang 07 K No.seluas Perserahan: lebih kurang 4468/2015 364 meter Pengambilan persegi, NoSebahagian Warta: 4310 Tanah- bertarikh Borang 07 K Novemberseluas lebih 2013 kurang (No. 364 Rujukan meter Fail:persegi, PTG.SEL.3/KKR/06/147JLD.2 No Warta: 4310 bertarikh SJ.07 Novemberseluas253), registered lebih 2013 kurang on (No. 3rd 364 RujukanDecember meter Fail:persegi, 2015; PTG.SEL.3/KKR/06/147JLD.2 No Warta: 4310 bertarikh SJ.07 253), registered on 3rd December 2015; 253)November, registered 2013 on (No. 3rd RujukanDecember Fail: 2015; PTG.SEL.3/KKR/06/147JLD.2 Page 2 ofSJ. 7 253), registered on 3rd December 2015; 29 29
Page 2 of 7 Page 2 of 7 Page 2 of 7 APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
Notes: [TO BE1As INSERTED] per the Certified Plan Nos. PA 220000, PA 242838 and PA 242839 prepared by the Selangor Darul Ehsan Survey and Mapping Department, we noted the Subject Property was surveyed (after the compulsory land acquisition for purpose of East Klang Valley Expressway Notes: Notes:1(As“EKVE per ”the) and Certified ascribed Plan with Nos.new lotPA numbers 220000, as PA follows: 242838 and PA 242839 prepared by the 1Notes: 1As per the Certified Plan Nos. PA 220000, PA 242838 and PA 242839 prepared by the Notes:SelangorAs per theDarul Certified Ehsan PlanSurvey Nos. and PA Mapping 220000, Department, PA 242838 we and noted PA the242839 Subject prepared Property by wasthe Selangor DarulSurveyed Ehsan Survey and Mapping Department,Surveyed we Land noted Area the Subject Property was 1SelangorsurveyedAsLot per No. the(afterDarul Certified theEhsan compulsory PlanSurvey Nos. and land PA Mapping acquisition 220000, Department, PA for 242838purpose we andof noted East PA Klangthe242839 Subject Valley prepared Property Expressway by wasthe surveyed (after Lotthe No.compulsoryHectares land acquisition forAcres purpose ofSquare East Klang Metres ValleySquare Expressway Feet Selangorsurveyed(“EKVE” )(afterDarul and ascribed theEhsan compulsory Survey with new and land lot Mapping numbersacquisition Department,as forfollows: purpose we of noted East Klangthe Subject Valley Property Expressway was (“EKVEPT 12269”) and ascribed51720 with new12.14 lot numbers as 29.999follows: 121,400 1,306,739 surveyed(“EKVEPT 12270” )(after and ascribedthe51721 compulsory with new 18.52land lot numbersacquisition as 45.764forfollows: purpose of East185,200 Klang Valley1,993,476 Expressway Surveyed Surveyed Land Area (“EKVEPTLot 12271 No.”) and ascribed51722 with new17.71 lot numbers as 43.762follows: 177,100 1,906,288 SurveyedLot No. Hectares AcresSurveyed LandSquare Area Metres Square Feet PTLot 12272 No. Surveyed51723 16.37 40.451Surveyed Land 163,700Area 1,762,052 PTLot 12269 No. Lot517 No.20 Hectares12.14 29.999Acres Square121,400 Metres Square1,306,739 Feet SurveyedLot53727 No. Hectares40.37 99.756AcresSurveyed LandSquare 403,700Area Metres Square4,345,391 Feet PTLot 122731227012269 No. 5172151720 18.5212.14 45.76429.999 185,200121,400 1,993,4761,306,739 PT 12269 Lot53728517 No.20 Hectares14.0412.14 34.69429.999Acres Square140,400121,400 Metres Square1,5111,306,739,253 Feet PT 1227112270 5172251721 17.7118.52 43.76245.764 177,100185,200 1,906,2881,993,476 PT 122741226912270 537295175172120 41.6212.1418.52 102.84529.99945.764 416,200121,400185,200 4,479,9391,306,7391,993,476 PT 1227212271 5172351722 16.3717.71 40.45143.762 163,700177,100 1,762,0521,906,288 PT 1227012271Total 5172151722 160.7718.5217.71 397.27145.76443.762 1,607,700185,200177,100 17,305,1381,993,4761,906,288 PT 12272 5372751723 40.3716.37 99.75640.451 403,700163,700 4,345,3911,762,052 PT 122711227312272 5172251723 17.7116.37 43.76240.451 177,100163,700 1,906,2881,762,052 5372853727 14.0440.37 34.69499.756 140,400403,700 1,5114,345,391,253 PT 1227212273 5172353727 16.3740.37 40.45199.756 163,700403,700 1,762,0524,345,391 InPT our 1227412273 valuation,5372953728 we have adopted41.6214.04 the abovementioned102.84534.694 total surveyed416,200140,400 land area4,479,9391,511 of ,253160.77 hectares (397.2715372753728 acres). 40.3714.04 99.75634.694 403,700140,400 4,345,3911,511,253 PT 1227412273Total 53729 160.7741.62 102.845397.271 1,607,700416,200 17,305,1384,479,939 Total 53728 160.7714.04 397.27134.694 1,607,700140,400 17,305,1381,511,253 2 PT 12274Total 53729 160.7741.62 102.845397.271 1,607,700416,200 17,305,1384,479,939 InAs our per valuation,the Sijil Carian we have Rasmi adopted provided the abovementionedby Prestige Capital total on surveyed 20th October land 2020,area ofwe 160.77 noted that the privateTotal caveats in respect160.77 of component397.271 Lots PT 12271 1,607,700to PT 12274 were17,305,138 withdrawn Inhectares our valuation, (397.271 acres).we have adopted the abovementioned total surveyed land area of 160.77 hectaresand the same (397.271 component acres). Lots have been charged to Bank Islam Malaysia Berhad (registered on Inhectares our valuation, (397.271 acres).we have adopted the abovementioned total surveyed land area of 160.77 217thAs per September the Sijil 2020). Carian Rasmi provided by Prestige Capital on 20th October 2020, we noted hectares2 (397.271 acres). 2thatAs perthe privatethe Sijil caveats Carian in Rasmi respect provided of component by Prestige Lots CapitalPT 12271 on 20thto PT October 12274 were2020, withdrawn we noted that the private caveats in respect of component Lots PT 12271 to PT 12274 were withdrawn 2thatandAs theperthe sameprivatethe Sijil component caveats Carian in RasmiLots respect have provided of been component charged by Prestige toLots Bank CapitalPT Islam12271 on Malaysia 20thto PT October 12274 Berhad were2020, (registered withdrawn we noted on 4. andBrief the Description same component of the LotsSubject have Property been charged to Bank Islam Malaysia Berhad (registered on thatand17th the theSeptember sameprivate component caveats2020). in Lots respect have of been component charged toLots Bank PT Islam12271 Malaysia to PT 12274 Berhad were (registered withdrawn on 17th September 2020). Theand theSubject same Property component is located Lots have within been the charged locality to of Bank Sungai Islam Long Malaysia and sited Berhad off the (registered left side onof 17th September 2020). 4. BriefCheras-Kajang Description Highway, of the Subject travelling Property from Kuala Lumpur city towards Kajang. The Subject Property is divided into two (2) portions (i.e. the western and eastern portions) by the EKVE 4. Brief Description of the Subject Property which is currently under construction. The EKVE is expected to be completed in year 2021. 4. TheBrief Subject Description Property of theis located Subject within Property the locality of Sungai Long and sited off the left side of Cheras-KajangThe Subject Property Highway, is located travelling within from the localityKuala Lumpurof Sungai city Long towards and sited Kajang. off the The left Subjectside of Cheras-KajangPekan Batu 14 UluHighway, Langat travellingand Kajang from town Kuala are situated Lumpur approximately city towards 6 Kajang.kilometres The due Subject north PropertyTheCheras-Kajang Subject is divided Property Highway, into is locatedtwo travelling (2) within portions from the (i.e. localityKuala the Lumpurwesternof Sungai andcity Long easterntowards and portions)sited Kajang. off theby The leftthe SubjectsideEKVE of Propertyand 12 kilometres is divided dueinto south-westtwo (2) portions of the (i.e. Subject the western Property and respectively. eastern portions) Kuala byLumpur the EKVE city whichCheras-KajangProperty is currentlyis divided Highway, under into construction.two travelling (2) portions from The (i.e. EKVEKuala the isLumpurwestern expected andcity to easternbetowards completed portions) Kajang. in yearby The the 2021. SubjectEKVE whichcentre is situatedcurrently approximately under construction. 20 kilometres The EKVE due isnorth-west expected toof bethe completed Subject Property. in year 2021. Propertywhich is currentlyis divided under into construction.two (2) portions The (i.e.EKVE the iswestern expected and to easternbe completed portions) in yearby the 2021. EKVE Pekan Batu 14 Ulu Langat and Kajang town are situated approximately 6 kilometres due north Thewhich Subject is currently Property under adjoins construction. a township The development EKVE is expected known toas beBandar completed Mahkota in year Cheras 2021. and is andPekan 12 Batu kilometres 14 Ulu dueLangat south-west and Kajang of thetown Subject are situated Property approximately respectively. 6 kilometresKuala Lumpur due north city accessible from Cheras-Kajang Highway via Persiaran Mahkota Cheras 1 and an unnamed centreand 12 is kilometres situated approximately due south-west 20 kilometresof the Subject due north-west Property ofrespectively. the Subject Kuala Property. Lumpur city metalledPekan Batu road. 14 TheUlu Langateastern andportion Kajang of the town Subject are situated Property approximately is accessible 6 fromkilometres western due portion north centre is situated approximately 20 kilometres due north-west of the Subject Property. viaand an12 underpass kilometres beneath due south-west the EKVE. of the Subject Property respectively. Kuala Lumpur city Thecentre Subject is situated Property approximately adjoins a township 20 kilometres development due north-west known ofas theBandar Subject Mahkota Property. Cheras and is acThecessible Subject from Property Cheras-Kajang adjoins a township Highway development via Persiaran known Mahkota as Bandar Cheras Mahkota 1 and Cherasan unnamed and is acThecessible site is fromgenerally Cheras-Kajang flat to undulating Highway in viaterrain Persiaran with the Mahkota exception Cheras of north-western 1 and an unnamed portion metalledTheaccessible Subject road. from Property The Cheras-Kajang eastern adjoins portion a township Highway of the development Subjectvia Persiaran Property known Mahkota is as accessible Bandar Cheras Mahkota from 1 and western Cherasan unnamed portion and is metalledwhich is slopingroad. The to easternhilly in portionterrain. ofGenerally, the Subject the Propertysite ascends is accessible gently from from the westerneastern portion viaacmetalledcessible an underpass road. from The Cheras-Kajangbeneath eastern the portion EKVE. Highway of the Subjectvia Persiaran Property Mahkota is accessible Cheras from 1 and western an unnamed portion viatowards an underpass the western beneath portion. the EKVE. metalledvia an underpass road. The beneath eastern the portion EKVE. of the Subject Property is accessible from western portion The site is generally flat to undulating in terrain with the exception of north-western portion Atvia thean underpassdate of inspection, beneath the we EKVE. noted a pond is located within the western portion. As per the whichThe site is issloping generally to hilly flat into terrain.undulating Generally, in terrain the withsite ascendsthe exception gently offrom north-western the eastern portion whichsurvey isplan sloping dated to 23rd hilly October in terrain. 2020 Generally, prepared bythe Jurukur site ascends Geomark gently Consult from Sdnthe easternBhd, we portion noted towardsThewhich site is the issloping generallywestern to hillyportion. flat into terrain.undulating Generally, in terrain the withsite ascendsthe exception gently offrom north-western the eastern portion towardsthat the theabovementioned western portion. pond measures about 12.672 acres (51,280 square metres/551,973 whichtowards is the sloping western to hillyportion. in terrain. Generally, the site ascends gently from the eastern portion Atsquare the feet)date ofwhich inspection, is about we3% noted of the a total pond land is locatedarea of thewithin Subject the westernProperty. portion. We were As given per the to understandtowards the thatwestern the abovementioned portion. pond has existed since year 2017 resulted by the quarrying surveyAt the plandate datedof inspection, 23rd October we noted 2020 aprepared pond is by located Jurukur within Geomark the western Consult portion.Sdn Bhd, As we per noted the surveyactivities plan and dated rainwater. 23rd October The abovementioned 2020 prepared by pond Jurukur can Geomarkform part Consult of the Sdn open Bhd, space we notedupon thatAtsurvey the the plandate abovementioned datedof inspection, 23rd October pondwe noted 2020measures aprepared pond about is by located 12.672Jurukur within acres Geomark the(51,280 western Consult square portion.Sdn metres/551,973 Bhd, As we per noted the thatdevelopment. the abovementioned pond measures about 12.672 acres (51,280 square metres/551,973 squaresurveythat the feet)plan abovementioned datedwhich 23rd is about October pond 3% of2020measures the preparedtotal aboutland by area 12.672Jurukur of the acres Geomark Subject (51,280 Property.Consult square Sdn We metres/551,973 Bhd, were we given noted to square feet) which is about 3% of the total land area of the Subject Property. We were given to understandthatsquare the feet) abovementioned that which the isabovementioned about pond 3% ofmeasures the pond total has aboutland existed area 12.672 of since the acres Subjectyear (51,280 2017 Property. resulted square We by metres/551,973 werethe quarrying given to understand that the abovementioned pond has existed since year 2017 resulted by the quarrying activitiessquareunderstand feet) and that which rainwater. the isabovementioned about The 3% abovementionedof the pond total has land existed areapond of sincecan the formSubjectyear 2017part Property. ofresulted the Weopen by werethe space quarrying given upon to activities and rainwater. The abovementioned pond can form part of the open space upon development.understandactivities and that rainwater. the abovementioned The abovementioned pond has existed pond sincecan formyear 2017part ofresulted the open by the space quarrying upon development. Page 3 of 7 activitiesdevelopment. and rainwater. The abovementioned pond can form part of the open space upon development. 30 29 Page 3 of 7 Page 3 of 7 Page 3 of 7 APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
We noted that the quarrying activities are being undertaken by a third party operator i.e. Batu [TO BETiga INSERTED] Quarry Sdn Bhd (“BTQ”) and parts of the Subject Property are tenanted. The site accommodates a site office and several structures which are occupied by either BTQ or the tenants.
5. DetailsWe noted of thatthe Quarrythe quarrying Agreement, activities Historical are being Tribute undertaken Income by anda third Tenancies party operator i.e. Batu Tiga Quarry Sdn Bhd (“BTQ”) and parts of the Subject Property are tenanted. The site Asaccommodates per the Second a site Supplemental office and severalQuarry structuresAgreement which dated are 22nd occupied December by either2017 enteredBTQ or intothe betweentenants. Prestige Capital and BTQ, we noted that BTQ was granted exclusive right to occupy and to carry out quarrying operations and activities. The term was extended for two (2) years commencing from 1st October 2020 and will expire on 30th September 2022. 5. Details of the Quarry Agreement, Historical Tribute Income and Tenancies BTQ shall pay Prestige Capital annual tribute at the rate of RM2.50 (Ringgit Malaysia Two and SenAs per Fifty) the onlySecond for everySupplemental tonne of Quarry quarry Agreementproducts (but dated excluding 22nd December quarry waste 2017 and entered earth/soil) into extractedbetween Prestige and sold Capital by BTQ. and BTQ, we noted that BTQ was granted exclusive right to occupy and to carry out quarrying operations and activities. The term was extended for two (2) years Historicalcommencing tribute from income 1st October per annum 2020 receivedand will expireby Prestige on 30th Capital September is as follow:- 2022.
BTQ shall payFinancial Prestige CapitalYear End annual tribute at the rate of TributeRM2.50 Income (Ringgit per Malaysia annum Two and Sen Fifty)2013 only (April for every2012 –tonneMarch of 2013) quarry products (but excludingRM4,017,058.00 quarry waste and earth/soil) extracted 2014and sold(April by 2013 BTQ. – March 2014) RM1,116,252.00 2015 (April 2014 – March 2015) RM1,506,225.00 Historical2016 tribute (April income 2015 –perMarch annum 2016) received by Prestige CapitalRM2,434,985.00 is as follow:- 2017 (April 2016 – March 2017) RM1,895,656.00 2018 (AprilFinancial 2017 Year – March End 2018) TributeRM906,482.00 Income per annum 20192013 (April(April 20182012 – March 2019)2013) RM4,017,058.00RM64,378.00 20202014 (April 20192013 – March 2020)2014) RM1,211,462.00RM1,116,252.00 2015April (April 2020 2014 – September – March 2020 2015) RM1,506,225.00RM759,612.00 2016 (April 2015 – March 2016) RM2,434,985.00(6 months) 2017 (April 2016 – March 2017) RM1,895,656.00 Details of2018 the tenancies(April 2017 are – Marchas follows:- 2018) RM906,482.00 2019 (April 2018 – March 2019) RM64,378.00 Tenant 2020 (April 2019 – March 2020) Tenanted Area RM1,211,462.00Monthly Rent Acre WorksApril Sdn 2020Bhd – September 2020 3.000 acres RM759,612.00RM7,500.00 (12,140 square metres/ (6 months)(tenancy expiring on 130,680 square feet) 31st December 2020) DetailsL&W Concrete of the tenancies Works Sdn are Bhd as follows:- 2.000 acres RM3,500.00 (8,094 square metres/ (tenanted on monthly basis) Tenant 87,120Tenanted square Area feet) Monthly Rent Acre Works Sdn Bhd 3.000 acres RM7,500.00 (12,140 square metres/ (tenancy expiring on 6. Planning Details 130,680 square feet) 31st December 2020) L&W Concrete Works Sdn Bhd 2.000 acres RM3,500.00 Our verbal enquiries with the Jabatan(8,094 Perancangan square metres Pembangunan/ (tenanMajlisted Perbandaranon monthly basis) Kajang revealed that the Subject Property is located87,120 within square anfeet area) zoned for industrial use.
Vide a letter dated 3rd December 2019 issued by the abovementioned department, we noted 6. thatPlanning the proposed Details road alignment and road widening from the Subject Property to Persiaran Mahkota Cheras 1 and EKVE has been accepted. Our verbal enquiries with the Jabatan Perancangan Pembangunan Majlis Perbandaran Kajang revealed that the Subject Property is located within an area zoned for industrial use.
Vide a letter dated 3rd December 2019 issued by the abovementioned department, we noted that the proposed road alignment and road widening from the Subject Property to Persiaran Mahkota Cheras 1 and EKVE has been accepted.
Page 4 of 7 31 29
Page 4 of 7 APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
7. Basis of Valuation [TO BE INSERTED] The basis of valuation adopted is the Market Value which is defined as “the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer 7.7. Basis of ValuationValuation 7.7. andBasis a ofwilling ValuationValuation seller in an arm’s-length transaction after proper marketing where the parties had 7. Basis of Valuation eachThe basis acted ofof knowledgeably, valuationvaluation adopted adopted prudently is is the the Market Marketand without Value Value compulsion”.whichwhich is defined is defined as “the as “the estimated estimated amount am ount 7. forBasisThe which basis of Valuation ofofanan valuation valuation assetasset or or liability adopted liabilityadopted shouldis shouldis the the Market exchange Market exchange Value Valueon onthewhich the valuationwhich valuation is defined is defineddate date asbetween “the asbetween “the estimated a willingestimated a willing am buyerount am buyer ount forThe which basis ofanan valuation assetasset or or liability liabilityadopted should shouldis the exchange Market exchange Valueon onthe the valuationwhich valuation is defineddate date between asbetween “the a willingestimated a willing buyer am buyer ount andfor whicha willing an sellerassetseller in orin an liabilityan arm’s arm’s-length should-length transaction exchangetransaction afteron after the proper valuationproper marketing marketing date wherebetween where the a partiesthe willing parties had buyer had forandThe which abasis willing ofan valuation sellerassetseller in orin an liabilityanadopted arm’s arm’s-length should-lengthis the transactionMarket exchangetransaction Value afteron after the whichproper valuationproper ismarketing defined marketing date whereasbetween “the where the estimated a partiesthe willing parties had am buyer ount had 8. eachValuationand a acted willing knowledgeably,knowledgeably,Methodology seller in an arm’sprudently prudently-length and and transaction without without compulsion”. compulsion”. after proper marketing where the parties had eachforand whicha acted willing knowledgeably,anknowledgeably, assetseller orin liabilityan arm’sprudently prudently should-length and and exchangetransaction without without compulsion”. on compulsion”. after the valuationproper marketing date between where a the willing parties buyer had Inandeach arriving a acted willing knowledgeably,at ourseller opinion in an arm’sof prudently the-length Market and transaction Value, without we compulsion”. afterhave properadopted marketing the Comparison where the Approach parties had as 8. thereeachValuation actedare ample Methodologyknowledgeably, transactions prudently to support and the without Market compulsion”. Value. Comparison is made of the property 8.8. Valuation MethodologyMethodology 8. underValuation valuation Methodology with sales of other similar properties. Where dissimilarities exist, adjustments 8. ValuationIn arriving atMethodology our opinion of the Market Value, we have adopted the Comparison Approach as areIn arriving made. Considerationatat ourour opinion opinion of hasof the the been Market Market given Value, Value, to the we we developmenthave have adopted adopted thepotential theComparison Comparison of the ApproachSubject Approach Property. as as 8. InValuationthere arriving are ample Methodologyat our transactions opinion of to the support Market the Value, Market we Value. have Comparisonadopted the isComparison made of the Approachproperty as thereWethere did areare not ampleample adopt transactionstransactions the Income to to support Approachsupport the the Marketby Market way Value. of Value. Residual Comparison Comparison Method is made isas madethere of the ofis propertytheno planningproperty thereInunder arriving arevaluation ample at our withtransactions opinion sales of theotherto supportMarket similar theValue, properties. Market we have Value. Where adopted Comparisondissimilarities the Comparison is exist,made adjustments of Approach the property as underapproval valuation granted. withwith sales sales of of other other similar similar properties. properties. Where Where dissimilarities dissimilarities exist, exist, adjustments adjustments underInthereare arriving made. arevaluation ampleConsideration at our transactionswith opinion sales has of of beentheto other supportMarket given similar totheValue, the Marketproperties. development we have Value. Where adopted potentialComparison dissimilarities the ofComparison the is Subjectmade exist, of Property.Approach theadjustments property as areunderWe made.did valuation not ConsiderationConsideration adopt with the salesIncome has has of been beenApproachother given given similar toby tothe way properties.the development ofdevelopment Residual Where potential Method potential dissimilarities ofas the thereof Subjectthe is exist,Subject no Property.planning adjustments Property. areDetailsthere made. are of ample theConsideration sale transactions comparables has tobeen support(as givenobtained the to Marketthe from development Jabatan Value. ComparisonPenilaian potential Dan ofis themadePerkhidmatan Subject of the Property.property Harta Weareapproval made.did not notgranted. Consideration adoptadopt thethe Income Income has beenApproach Approach given by toby way the way ofdevelopment ofResidual Residual Method potential Method as thereofas thethere is Subject no is planning no Property.planning We(“JPPH”)underapproval did valuation notgranted. and adopt Bursa with the Securities),sales Income of other Approach factors similar considered by properties. way of for Residual Where adjustment dissimilaritiesMethod and asthe there adjusted exist, is noadjustments values planning are approvalWe did not granted. adopt the Income Approach by way of Residual Method as there is no planning approvaltabulatedare made. granted.as Consideration follows:- has been given to the development potential of the Subject Property. approvalDetails of granted. the sale comparables (as obtained from Jabatan Penilaian Dan Perkhidmatan Harta WeDetails did of not the adopt sale comparables the Income (asApproach obtained by from way Jabatan of Residual Penilaian Method Dan Perkhidmatanas there is no Harta planning Details(“JPPH”) of andthe Bursasale comparables Securities), factors(as obtained considered from for Jabatan adjustment Penilaian and the Dan adjusted Perkhidmatan values are Harta Detailsapproval(“JPPH”)Property of granted. andDetailsthe Bursasale comparables Securities),Sale Comparable factors(as obtained considered 1 from for JabatanSale adjustment Comparable Penilaian and 2the Dan adjusted PerkhidmatanSale Comparable values are Harta 3 (“JPPH”)Detailstabulated of as andthe follows:- saleBursa comparables Securities), (as factors obtained considered from Jabatan for adjustment Penilaian and Dan the Perkhidmatan adjusted values Harta are (“JPPH”)tabulatedtabulatedProperty as Typeasand follows:-follows:- Bursa Securities), Ten (10) factors parcels considered of A forparcel adjustment of converted and the Twoadjusted (2) parcels values of are tabulatedDetails(“JPPH”) of as andthe follows:- saleBursa comparables Securities), (as factors obtained considered from Jabatan for adjustment Penilaian and Dan the Perkhidmatan adjusted values Harta are tabulatedProperty asDetails follows:- Sale Comparableconverted 1 Sale developmentComparable land2 Sale Comparableunconverted 3 (“JPPH”)tabulatedProperty asDetailsand follows:- Bursa Securities), Sale Comparable factors considered 1 Sale forComparable adjustment 2 andSale the Comparableadjusted values 3 are Property Type Details TenSaledevelopment (10) Comparable parcels landof 1 A parcelSale Comparableof converted 2 TwoSale development(2) parcelsComparable of land 3 Property Type Details TenSale (10) Comparable parcels of 1 A parcelSale Comparableof converted 2 TwoSale (2) parcelsComparable of 3 tabulatedPropertyIdentification Typeas Details follows:- and SaleLotTenconverted 178Comparable(10) & parcels 9 others, of 1 developmentALotSale parcel 7705, Comparable of located landconverted off 2 LotsunconvertedSaleTwo 41 Comparable (2)&1807, parcels located of 3 Property Type Details SaleTenconverted Comparable(10) parcels of 1 developmentASale parcel Comparable of landconverted 2 unconvertedSaleTwo Comparable (2) parcels of 3 PropertyLocation Type developmentlocatedTen (10)converted along parcels land Jalan of AJalan developmentparcel Hulu of converted Langat, land developmenttoTwo theunconverted east(2) parcelsland of Bandar of Property Type developmentTen (10)converted parcels land of A developmentparcel of converted land developmentTwounconverted (2) parcelsland of PropertyIdentification Details and SungaiLotSaledevelopment 178 Comparable convertedTekali, & 9 others, off land Jalan 1 LotSale 7705,developmentSungai Comparable located Long off land 2 Lots 41Saledevelopment &1807,Tasikunconverted Comparable Kesumalocated land 3 Identification and Lotdevelopment 178Huluconverted & 9Langat others, land Lot 7705,development located off land Lots 41development &1807,unconverted located land IdentificationPropertyLocation Type and locatedLotTendevelopment 178 (10) along & parcels 9 Jalan others, land of JalanALot parcel Hulu7705, ofLangat, located converted off to theLots Twodevelopmenteast 41 of (2)&1807, Bandar parcels locatedland of IdentificationLocation and SungailocatedLotdevelopment Tekali,178 along & off9 Jalan others, Jalanland JalanLotSungai Hulu7705, Long Langat, located off to theLotsTasik developmenteast 41 Kesuma of &1807, Bandar locatedland LocationIdentificationCategory of Land and Use Lotlocated 178Bangunanconverted along& 9 others, Jalan LotJalandevelopment 7705,Perusahaan Hulu located Langat, land off Lotsto the 41unconverted east&1807,Tiada of Bandar located IdentificationLocation and SungaiLotlocatedHulu Tekali,178 Langat along& off9 others, Jalan LotSungaiJalan 7705, Hulu Long located Langat, off LotsTasikto the 41 Kesuma east&1807, of Bandar located LocationZoning SungailocateddevelopmentResidential Tekali, along off Jalanland Jalan JalanSungaiIndustrial Hulu Long Langat, todevelopment theTasikResidential east Kesuma of Bandar land LocationCategory of Land Use SungailocatedHuluBangunan Tekali, Langat along off Jalan Jalan JalanPerusahaanSungai Hulu Long Langat, to theTiadaTasik east Kesuma of Bandar IdentificationTenure and SungaiInterestLot Hulu178 Tekali, in & Langat perpetuity 9 others,off Jalan 99Lot-ye ar7705,Sungai leasehold located Long interest off LotsInterest Tasik41 &1807, in Kesuma perpetuity located ZoningCategory of Land Use SungaiResidentialBangunanHulu Tekali, Langat off Jalan PerusahaanIndustrialSungai Long ResidentialTiadaTasik Kesuma CategoryLocation of Land Use locatedHuluBangunan along Langat Jalan (71Jalan yearsPerusahaan Hulu remaining) Langat, to the eastTiada of Bandar CategoryTenureZoning of Land Use InterestResidentialHuluBangunan in perpetuity Langat 99-year IndustrialleaseholdPerusahaan interest InterestResidential in perpetuityTiada ZoningLandCategory Area of Land Use Sungai139.951ResidentialBangunan Tekali, acres off Jalan 635.970SungaiPerusahaanIndustrial Long acres Tasik805.029ResidentialTiada Kesuma acres CategoryZoningTenure of Land Use InterestResidentialBangunan in perpetuity 99(71-year years leaseholdPerusahaanIndustrial remaining) interest Interest inResidential perpetuityTiada TenureZoning (6,096,255InterestHuluResidential in Langat squareperpetuity feet) (7199(27,702,841- yearsyear Industrial leaseholdremaining) square interest feet) (35,067,075InterestResidential in perpetuitysquare feet) ZoningTenureLand Area Interest139.951Residential in acresperpetuity 99-635.970year Industrialleasehold acres interest 805.029InterestResidential acres in perpetuity CategoryConsiderationTenureLand Area of Land Use InterestRM96,628,634.00139.951Bangunan in acresperpetuity 99(71-635.970RM246,400,000.00year yearsPerusahaan leasehold acres remaining) interest 805.029InterestRM428,841,666.0 acres Tiadain perpetuity0 Tenure (6,096,255Interest insquare perpetuity feet) (27,702,84199(71-year years leasehold square remaining) feet) interest(35,067,075 Interest square in perpetuity feet) LandZoningEffective Area Consideration (6,096,255139.951Residential square- acres feet) (27,702,841(71 635.970yearsIndustrial square remaining)- acres feet) (35,067,075RM411,90805.029Residential square5 acres,feet)821.22 LandConsideration Area RM96,628,634.00139.951 acres RM246,400,000.00(71 635.970years remaining) acres RM428,841,666.0805.029 acres0 TenureDateLandConsideration ofArea Transaction (6,096,255RM96,628,634.00Interest29th139.951 Junein squareperpetuity acres 2020 feet) RM246,400,000.0099(27,702,841-ye18thar635.970 leasehold June square acres 2018 interest feet) RM428,841,666.0(35,067,075Interest5th805.029 October in perpetuitysquare acres 02016 feet) LandEffective Area Consideration (6,096,255139.951- square acres feet) (27,702,841635.970- square acres feet) RM411,90(35,067,075805.0295,821 square .2acres2 feet) ConsiderationVendorEffective Consideration (6,096,255SabaranRM96,628,634.00- (Malaysia) square feet) (27,702,841Menteri(71RM246,400,000.00 years -Besar remaining) square Selangor feet) RM411,90(35,067,075TheRM428,841,666.0 Glengowrie5,821 square.22 Rubber feet)0 ConsiderationDate of Transaction (6,096,25529thRM96,628,634.00 June square2020 feet) (27,702,84118thRM246,400,000.00 June 2018 square feet) 5th(35,067,075 RM428,841,666.0October 2016 square feet)0 EffectiveLandConsiderationDate ofArea Transaction Consideration 29thRM96,628,634.00139.951 JuneSdn - Bhd2020 acres 18thRM246,400,000.00635.970 June 2018- acres 5th RM411,90RM428,841,666.0CompanyOctober805.029 2016 Sdn5 acres,821 Bhd.202 ConsiderationEffectiveVendor Consideration SabaranRM96,628,634.00 (Malaysia)- MenteriRM246,400,000.00 Besar Selangor- The GlengowrieRM411,90RM428,841,666.0 Rubber5,821 .202 DatePurchaserEffectiveVendor of Transaction Consideration (6,096,255SabaranScientex29thSdn (Malaysia)June Bhd -squarePark 2020 (M) feet) Menteri(27,702,841Ang18th BesarChe Juneng Selangor- squareHo 2018 Quarry feet)The Company (35,067,075GlengowrieRM411,905thPetaling October Sdn Rubber BhdsquareGarden5,821 2016 .2 feet)2 EffectiveDate of Transaction Consideration 29th June- 2020 18th June- 2018 RM411,905th October5,821 2016.22 VendorConsiderationDatePurchaser of Transaction ScientexSabaranRM96,628,634.0029thSdnSdn June ParkBhd (Malaysia) Bhd 2020(M) AngMenteri RM246,400,000.00Che18thngSdn BesarHoJune BhdQuarry 2018Selangor CompanyPetalingTheRM428,841,666.05th Glengowrie October SdnGardenSdn Bhd 2016 Rubber0 DateVendorPurchaser of Transaction ScientexSabaran29th June Park (Malaysia) 2020(M) AngMenteri Che18thng BesarHoJune Quarry 2018Selangor PetalingThe5th Glengowrie October Garden 2016 Rubber EffectiveVendorRemarks Consideration SabaranSdnSdn Bhd (Malaysia) -Bhd MenteriAdjoiningSdn BesarBhd -the SelangorSubject TheRM411,90CompanySdnAffected Glengowrie Bhd bySdn5,821 TNB RubberBhd.22 Vendor SabaranSdnSdn Bhd (Malaysia) Bhd MenteriSdn BesarBhd Selangor TheCompanySdn Glengowrie Bhd Sdn RubberBhd PurchaserDateRemarks of Transaction Scientex29thSdn June- ParkBhd 2020 (M) AdjoiningAngProperty18th Che the Junengand Subject Ho currently2018 Quarry AffectedtransmissionCompany5thPetaling October by TNB GardenSdn line 2016 Bhd and PurchaserRemarks ScientexSdn- ParkBhd (M) AdjoiningAng Che theng Subject Ho Quarry AffectedCompanyPetaling by TNB GardenSdn Bhd VendorPurchaser SabaranScientexSdn (Malaysia) ParkBhd (M) PropertyMenteriAngundergoing Che andSdn Besarng currently Bhd Hoquarrying Selangor Quarry transmissionThethe Petaling GlengowrieconsiderationSdn line BhdGarden and Rubber was Purchaser ScientexSdn ParkBhd (M) PropertyAng Che andSdnng currently BhdHo Quarry transmissionPetalingSdn line BhdGarden and Remarks Sdn -Bhd undergoingAdjoiningactivitiesSdn quarrying theBhd Subject the considerationpaidCompanyAffected onSdn staggered BhdbySdn was TNB Bhd basis Remarks Sdn -Bhd undergoingAdjoiningSdn quarrying theBhd Subject the considerationAffectedSdn Bhdby was TNB PurchaserRemarks Scientex -Park (M) AngPropertyAdjoiningactivities Che ngand the Ho currently Subject Quarry paid onovertransmission AffectedstaggeredPetaling a period byGarden basis lineof TNB about and Remarks - PropertyAdjoiningactivities and the currently Subject paidover on transmissiona period Affectedstaggered of aboutby basis line TNB and Sdn Bhd PropertyundergoingSdn and Bhd quarrying currently thetransmission consideration21Sdn months Bhd line wasand Propertyundergoing and quarrying currently over thetransmissiona21 period considerationmonths of about line wasand RemarksAnalysed Price per RM15.85- psf AdjoiningundergoingRM8.89activities the quarrying psfSubject paidtheAffected considerationonRM11.75 staggered by psfTNB basiswas Analysed Price per RM15.85 psf undergoingRM8.89activities psf quarrying paidRM11.75the21 considerationmonthson staggered psf basiswas square foot (“psf”) Propertyactivities and currently paidovertransmission on a period staggered lineof about basisand squareAnalysed foot Price (“psf”) per RM15.85 psf RM8.89activities psf paidRM11.75over on a period staggered psf of about basis Adjustment Factors Zoning, title undergoingconversion, quarrying location, size, terrain,overthe consideration a21 period months of about was Adjustmentsquare foot (“psf”)Factors Zoning, title conversion, location, size, terrain,over a21 period months of about AnalyConsideredsed Price per RM15.85shape, psf quarrying activities,RM8.89activities transmission psf linepaid and onRM11.75 tenure21 staggered months psf basis AnalyConsideredAdjustmentsed Price Factors per RM15.85shape,Zoning, psfquarrying title activities,conversion,RM8.89 transmission location, psf size, line terrain, and tenureRM11.7521 months psf squareAdjustedAnalyConsideredsed foot ValuePrice (“psf”) per RM15.35RM15.85shape, psfquarrying activities,RM15.46RM8.89 transmission psfpsf line andover tenureRM16.19RM11.75 a period of psf about AnalysquareAdjustedsed foot Value Price (“psf”) per RM15.35RM15.85psf psf RM15.46RM8.89psf psf RM16.19RM11.75psf psf AdjustmentsquareAdjusted foot Value (“psf”)Factors RM15.35 psfZoning, title conversion,RM15.46 psf location, size, RM16.19terrain,21 monthspsf AnalyWeAdjustmentsquare havesed foot Pricerelied (“psf”)Factors peron Sale ComparableRM15.85 2 as psfZoning, it is the title nearest conversion,RM8.89 to the location, Subjectpsf size,Property terrain, RM11.75and has thepsf most ConsideredWe have relied on Sale Comparable 2 shape,as it is quarrying the nearest activities, to the Subjecttransmission Property line and and hastenure the most similarConsideredAdjustment characteristics Factors i.e. having the sameshape,Zoning, category quarrying title of activities,conversion, land use transmissionand location, zoning size, as line well terrain, and as tenure being separated AdjustedsquaresimilarWe have footcharacteristics Valuerelied (“psf”) on Sale i.e. Comparable having RM15.35the same2 as categoryitpsf is the nearestof land touseRM15.46 the and Subject zoningpsf Property as well asand being RM16.19has separatedthe mostpsf byConsideredAdjusted EKVE. Value RM15.35shape,psf quarrying activities,RM15.46 transmissionpsf line andRM16.19 tenure psf AdjustmentAdjustedbysimilar EKVE. characteristics Value Factors i.e. having RM15.35the same categorypsfZoning, oftitle land conversion, useRM15.46 and zoning location,psf as wellsize, asterrain, beingRM16.19 separatedpsf ConsideredAdjustedby EKVE. Value RM15.35shape,psf quarrying activities,RM15.46 transmissionpsf line andRM16.19 tenure psf We have relied on Sale Comparable 2 as it is the nearest to the Subject Property and has the most similarAdjustedWe have characteristics Valuerelied on Sale i.e. Comparable havingRM15.35 the same2 aspsf categoryit is the nearestof landRM15.46 touse the and Subjectpsf zoning Property as well asRM16.19and being has separatedthepsf most Wesimilar have characteristics relied on Sale i.e. Comparable having the same2 as categoryit is the nearestof land touse the and Subject zoning Property as well asand being has separatedthe most bysimilar EKVE. characteristics i.e. having the same category of land use and zoning as well as beingPagePage 5separated of 7 5 of 7 similarby EKVE. characteristics i.e. having the same category of land use and zoning as well as being separated Weby EKVE. have relied on Sale Comparable 2 as it is32 the nearest to the Subject Property andPage has 5the of 7most similarby EKVE. characteristics i.e. having the same category29 of land use and zoning as well as being separated by EKVE. Page 5 of 7 Page 5 of 7 Page 5 of 7 Page 5 of 7 APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
[TO BE AsINSERTED] vacant possession of the Subject Property can only be delivered upon expiry of the Quarry Agreement, the Market Value was arrived at after discounting for two (2) years using a discount rate of 6.00%. The discount rate is benchmarked against the current lending rate of financial institutions.
We have also considered the potential tribute income of the remaining term under the Quarry Agreement and the rental income of the remaining tenancy term by using Income Approach by way of AsInvestment vacant Method.possession The of Investment the Subject Method Property is defined can only as th ebe capitalisation delivered upon of net expiry rent from of thea property. Quarry Agreement,Parameters adopted the Market are Valueas follows: was -arrived at after discounting for two (2) years using a discount rate of 6.00%. The discount rate is benchmarked against the current lending rate of financial institutions. Parameter Rate Adopted We have also considered the potentialTribute tribute Income income of the remainingRental term Income under the Quarry AgreementNet Income and the rental incomeRM1,600,000.00 of the remaining per annum tenancy term by usingRM7,500.00 Income Approach per month by way of Investment Method. The Investment(based Method on the ishistorical defined as the capitalisation(based on of the net tenanc rent fromy which a property. has Parameters adopted are as follows:-tribute income) definite term/expiry date i.e. not on monthly basis) ParameterCapitalisation Rate 5.00% Rate Adopted 3.50% (benchmarkedTribute against Income the yields of transacted industrialRental lands, Income higher yield Net Income wasRM1,600,000.00 adopted for the per tribute annum income due to higherRM7,500.00 risk and per uncertainty) month (based on the historical (based on the tenancy which has The Market Value of the Subject Propertytribute isincome) RM240,000,000.00 (RM13.87definite psf). term/expiry date i.e. not on monthly basis) ForCapitalisation reference purpose, Rate two (2) parcels of5.0 industrial0% development land identified3.50% as Lots PT 12275 and PT 12276 (adjoining the Subject(benchmarked Property, against having the ayields total landof transacted area of aboutindustrial 206.00 lands,8 acres higher (8,973,702 yield square feet) and conveying wasleasehold adopted interests for the (98 tribute years income remaining)) due to higherwere sold risk byand Prestige uncertainty) Capital to BTQ at a total consideration of RM100,000,000.00 (RM11.14 psf) on 21st December 2012. The Market Value of the Subject Property is RM240,000,000.00 (RM13.87 psf).
ForCOVID reference-19 Pandemic purpose, and two Its (2) Impact parcels of industrial development land identified as Lots PT 12275 and PT 12276 (adjoining the Subject Property, having a total land area of about 206.008 acres (8,973,702 squareThe unprecede feet) andnted conveying COVID leasehold-19 pandemic interests has (98 caused years severeremaining)) disruption were soldto various by Prestige aspects Capital of the to BTQeconomy. at a totalMarket consideration activities within of RM100,000,000.00 the real estate have (RM11.14 been impacted psf) on as21st a result December of limited 2012. mobility due to the Movement Control Order imposed by Government of Malaysia in March 2020.
COVIDAs per the-19 PropertyPandemic Market and Its ReportImpact for first half 2020 published by JPPH, it is noted that the overall transaction volume and transaction value both declined significantly as compared to the same half of Thethe precedingunprecede year.nted However,COVID-19 it pandemicis worth notihasng caused that the severe halt indisruption almost all to economy various aspectsactivities of for the a economy.period of almostMarket 2 activities months duewithin to thethe Movementreal estate haveControl been Order impacted would as havea result been of alimited major mobilitycontribution due to the Movementdecline. Due Control to the Orderlack of imposed empirical by dataGovernment and recent of transactions,Malaysia in Marcha longer 2020. observation period is necessary to ascertain the intrinsic impact of the pandemic in the context of the property market. As per the Property Market Report for first half 2020 published by JPPH, it is noted that the overall transaction volume and transaction value both declined significantly as compared to the same half of the preceding year. However, it is worth noting that the halt in almost all economy activities for a period of almost 2 months due to the Movement Control Order would have been a major contribution to the decline. Due to the lack of empirical data and recent transactions, a longer observation period is necessary to ascertain the intrinsic impact of the pandemic in the context of the property market.
Page 6 of 7 33 29
Page 6 of 7 APPENDIX IV
VALUATION CERTIFICATE (CONT’D)
9. Opinion of Value [TO BE INSERTED] We wish to draw attention that each title to the Subject Property carries a restriction in interest which stipulates that “Tanah ini boleh dipindahmilk, dipajak atau digadai setelah mendapat kebenaran Pihak Berkuasa Negeri”. In this regard, our valuation is on the basis that written consent from the State Authority in respect of the aforesaid restriction in interest will not be 9. unreasonablyOpinion of Value withheld.
HavingWe wish regard to draw to attentionthe foregoing, that each our title opinion to the ofSubject the Market Property Value carries of athe restriction 99-year inleasehold interest
interests,which stipulates having thatunexpired “Tanah term ini bolehof about dipindahmilk, 90 years (as dipajak at the atau date digadai of this setelahvaluation) mendapat in the kebenaran Pihak Berkuasa Negeri”. In this regard, our valuation is on the basis that written Subject Property identified as Lots PT 12269 to PT 12274, all located within Mukim and Districtconsent offrom Ulu the Langat, State AuthoritySelangor Darulin respect Ehsan of (sixthe aforesaid(6) parcels restriction of industrial in interest development will not land be unreasonably withheld. having a total surveyed land area of 160.77 hectares (397.271 acres) after deducting the areas which were compulsorily acquired), subject to the existing quarry agreement and tenancies, and subjectHaving toregard the titlesto the being foregoing, free of our all opinionencumbrances of the Market(including Value existing of the charges 99-year and leasehold private caveats),interests, havinggood, marketableunexpired termand ofregistrable about 90 is years RM240,000,000.00 (as at the date of(Ringgit this valuation) Malaysia in Two the HundredSubject Property Forty Million identified Only). as Lots PT 12269 to PT 12274, all located within Mukim and District of Ulu Langat, Selangor Darul Ehsan (six (6) parcels of industrial development land We wouldhaving also a liketotal to surveyed confirm landthat therearea ofare 160.77 no further hectares pertinent (397.271 factors acres) which after may deducting affect the the value areas of the subjectwhich property were compulsorily and the contents acquired), of this subject Valuation to the Certificateexisting quarry are inagreement compliance and with tenancies, the Asset and Valuationsubject Guidelines to the titlesissued being by the free Securities of all Commissionencumbrances Malaysia. (including existing charges and private caveats), good, marketable and registrable is RM240,000,000.00 (Ringgit Malaysia Two Hundred Forty Million Only). Yours faithfully ForWe andwould on alsobehalf like of to confirm that there are no further pertinent factors which may affect the value of JONESthe subject LANG property WOOTTON and the contents of this Valuation Certificate are in compliance with the Asset Valuation Guidelines issued by the Securities Commission Malaysia.
Yours faithfully For and on behalf of JONES LANG WOOTTON LIM TZE HER, FRISM MRICS FMVA REGISTERED VALUER, V-805 AND CHARTERED SURVEYOR EXECUTIVE DIRECTOR
LIM TZE HER, FRISM MRICS FMVA REGISTERED VALUER, V-805 AND CHARTERED SURVEYOR EXECUTIVE DIRECTOR
Page 7 of 7 34 29
Page 7 of 7 APPENDIX V APPENDIX V APPENDIX V APPENDIX V
FURTHER INFORMATION
FURTHER INFORMATION FURTHER INFORMATION FURTHER INFORMATION 1. DIRECTORS’ RESPONSIBILITY STATEMENT 1. DIRECTORS’ RESPONSIBILITY STATEMENT 1. DIRECTORS’ RESPONSIBILITY STATEMENT 1. The DIRECTORS’ Board has RESPONSIBILITY seen and approved STATEMENT the contents of this Circular, and they collectively and The Board has seen and approved the contents of this Circular, and they collectively and Theindividually, Board has accept seen full and responsibility approved forthe the contents accuracy of thisof the Circular, information and giventhey collectively in this Circular. and Theindividually, BoardBoard has confirmsaccept seen full thatand responsibility approvedafter making forthe thecontentsall accuracyreasonable of thisof the enquiriesCircular, information andand giventheyto the collectively in bestthis Circular.of theirand Theindividually, Board confirmsaccept full that responsibility after making for theall accuracyreasonable of theenquiries information and givento the in bestthis Circular.of their individually,Theknowledge Board andconfirmsaccept belief, full that responsibilitythere after are making no for other theall accuracyfacts,reasonable the of omission theenquiries information of andwhich givento wouldthe in bestthis make Circular.of theirany Thestatementknowledge Board in andconfirms this belief,Circular that there false after are or making misleading.no other all facts,reasonable the omission enquiries of andwhich to wouldthe best make of theirany statementknowledge in and this belief,Circular there false are or misleading.no other facts, the omission of which would make any knowledgestatement in and this belief,Circular there false are or misleading.no other facts, the omission of which would make any statement in this Circular false or misleading.
2. CONSENT AND DECLARATION OF CONFLICT OF INTEREST 2. CONSENT AND DECLARATION OF CONFLICT OF INTEREST 2. CONSENT AND DECLARATION OF CONFLICT OF INTEREST 2.2.1 CONSENTAdviser AND DECLARATION OF CONFLICT OF INTEREST 2.1 Adviser 2.1 Adviser 2.1 AffinAdviser Hwang IB, being the Principal Adviser to the Company for the Proposed Disposal, has givenAffin Hwang and has IB, not being subsequently the Principal withdrawn Adviser its to written the Company consent forto thethe inclusionProposed of Disposal, its name andhas Affingiven Hwang and has IB, not being subsequently the Principal withdrawn Adviser its to written the Company consent forto thethe inclusionProposed of Disposal, its name andhas Affingivenall references Hwang and has IB, theretonot being subsequently in the the Principal form withdrawn and Adviser context its to writtenin the which Company consent they appear forto thethe in inclusionProposed this Circular. of Disposal, its name andhas given all references and has theretonot subsequently in the form withdrawn and context its writtenin which consent they appear to the ininclusion this Circular. of its name and all references thereto in the form and context in which they appear in this Circular. all Affin references Hwang IB, thereto hereby in declaresthe form thatand therecontext is inno which situation they of appear conflict in of this interest Circular. that exists or isAffin likely Hwang to exist IB, in hereby relation declares to its role that as therethe Principal is no situation Adviser of to conflict the Company of interest for thethat Proposed exists or Affinis likely Hwang to exist IB, in hereby relation declares to its role that as therethe Principal is no situation Adviser of to conflict the Company of interest for thethat Proposed exists or AffinisDisposal. likely Hwang to exist IB, in hereby relation declares to its role that as therethe Principal is no situation Adviser of to conflict the Company of interest for thethat Proposed exists or is Disposal. likely to exist in relation to its role as the Principal Adviser to the Company for the Proposed Disposal. 2.2 Disposal. Valuer 2.2 Valuer 2.2 Valuer 2.2 JLW,Valuer being the independent registered valuer for the Lands, has given and has not subsequentlyJLW, being thewithdrawn independent its written registered consent valuer to thefor theinclusion Lands, of hasits name,given andits Valuation has not JLW,subsequently being thewithdrawn independent its written registered consent valuer to thefor theinclusion Lands, of hasits name,given andits Valuation has not JLW,subsequentlyCertificate being and thewithdrawn all independent references its writtenthereto, registered consent in the valuer form to theforand theinclusion context Lands, inof which hasits name, giventhey appearandits Valuation has in thisnot subsequentlyCircular.Certificate and withdrawn all references its writtenthereto, consent in the form to theand inclusion context inof which its name, they appearits Valuation in this CertificateCircular. and all references thereto, in the form and context in which they appear in this CertificateCircular. and all references thereto, in the form and context in which they appear in this Circular.JLW, hereby declares that there is no situation of conflict of interest that exists or is likely to JLW, hereby declares that there is no situation of conflict of interest that exists or is likely to JLW,exist inhereby relation declares to its role that as there the independentis no situation registered of conflict valuer of interest for the that Lands. exists or is likely to JLW, exist inhereby relation declares to its role that as there the independentis no situation registered of conflict valuer of interest for the that Lands. exists or is likely to exist in relation to its role as the independent registered valuer for the Lands. exist in relation to its role as the independent registered valuer for the Lands. 3. MATERIAL CONTRACTS 3. MATERIAL CONTRACTS 3. MATERIAL CONTRACTS 3. AsMATERIAL at the LPD, CONTRACTS SymLife Group has not entered into any material contracts (not being contract As at the LPD, SymLife Group has not entered into any material contracts (not being contract Asentered at the into LPD, in theSymLife ordinary Group course has notof business) entered into during any the material 2 years contracts immediately (not being preceding contract on Asenteredthe atdate the into ofLPD, this in theSymLifeCircular. ordinary Group course has notof business) entered into during any the material 2 years contracts immediately (not being preceding contract on enteredthe date intoof this in theCircular. ordinary course of business) during the 2 years immediately preceding on enteredthe date intoof this in theCircular. ordinary course of business) during the 2 years immediately preceding on the date of this Circular.
4. MATERIAL LITIGATION 4. MATERIAL LITIGATION 4. MATERIAL LITIGATION 4. SaveMATERIAL as disclosed LITIGATION below, as at the LPD, SymLife Group is not engaged in any other material Savelitigation, as disclosed claims or below,arbitration, as at either the LPD, as plaintiff SymLife or Groupdefendant, is not and engaged the Board in any is notother aware material and litigation,Save as disclosed claims or below,arbitration, as at either the LPD, as plaintiff SymLife or Groupdefendant, is not and engaged the Board in any is notother aware material and Savelitigation,does notas disclosed haveclaims any or below,arbitration,knowledge as at eitherof the any LPD, as proceedings plaintiff SymLife or Groupdefendant, pending is not or and threatenedengaged the Board in against any is notother theaware material Group, and litigation,doesor of anynot factshaveclaims likelyany or arbitration,knowledge to give rise eitherof to any any as proceedings proceedings, plaintiff or defendant, pending which may or and threatened materially the Board againstor is adversely not theaware Group, affect and ordoes of anynot factshave likelyany knowledge to give rise of to any any proceedings proceedings, pending which may or threatened materially againstor adversely the Group, affect doesorthe of financial anynot factshave position likelyany knowledge to or give business rise of to anyof any the proceedings proceedings, Group: pending which may or threatened materially againstor adversely the Group, affect orthe of financial any facts position likely to or give business rise to of any the proceedings, Group: which may materially or adversely affect the financial position or business of the Group: the (a) financial Tijani position (Bukit Tunku)or business Sdn Bhdof the (“ TijaniGroup:” or “Respondent”), a wholly-owned subsidiary (a) of Tijani SymLife, (Bukit hadTunku) on 20Sdn August Bhd (“ Tijani2015 ”received or “Respondent a Notice”), of aArbitration wholly-owned served subsidiary by T.J. (a) of Tijani SymLife, (Bukit hadTunku) on 20Sdn August Bhd (“ Tijani2015 ”received or “Respondent a Notice”), of aArbitration wholly-owned served subsidiary by T.J. (a) ofCivil Tijani SymLife, & (Bukit Structural hadTunku) on Contractor 20Sdn August Bhd Sdn(“ Tijani2015 Bhd ”received or(“Claimant “Respondent a Notice”) to seek”), of aArbitration wholly-ownedredress on served the subsidiary disputes by T.J. Civil & Structural Contractor Sdn Bhd (“Claimant”) to seek redress on the disputes arisingofCivil SymLife, & Structuralfrom hada project on Contractor 20 known August asSdn 2015 Arata Bhd received at(“ ClaimantBukit Tunku.a Notice”) to Thisseek of Arbitrationincludes redress amongston served the disputes byothers, T.J. thatarisingCivil Tijani& Structuralfrom and a project its Contractor servants, known asSdn agents Arata Bhd ator(“ Claimant Bukitconsultants Tunku.”) to Thishadseek includesfailed, redress neglected amongston the disputes others,and/or thatarising Tijani from and a project its servants, known as agents Arata ator Bukitconsultants Tunku. Thishad includesfailed, neglected amongst others,and/or thatrefusedarising Tijani from to grantand a project theits servants,Claimant known as extensionagents Arata ator of Bukitconsultants time, Tunku. thereby Thishad causing includesfailed, delay neglected amongst on the others,partand/or of thethatrefused Claimant Tijani to grantand in completing theits servants,Claimant the extensionagents contracted or of consultants works.time, thereby had causing failed, delay neglected on the partand/or of therefused Claimant to grant in completing the Claimant the extension contracted of works.time, thereby causing delay on the part of the refused Claimant to grant in completing the Claimant the extension contracted of works.time, thereby causing delay on the part of Thethe Claimant Claimant in served completing its Statement the contracted of Claim works. claiming loss and damages for a total The Claimant served its Statement of Claim claiming loss and damages for a total Thesum Claimantof RM9.13 served million. its Statement Tijani defended of Claim againstclaiming theloss claimand damages and submitted for a total a counterclaimThesum Claimantof RM9.13 against served million. theits StatementClaimant Tijani defended seeking, of Claim amongst againstclaiming others,theloss claimand liquidated damages and submitted damages for a total ina counterclaimsum of RM9.13 against million. the Claimant Tijani defended seeking, amongstagainst others,the claim liquidated and submitted damages ina counterclaimthesum sum of RM9.13of RM3.88 against million. millionthe Claimant Tijani and otherdefended seeking, damages amongstagainst suffered others,the claimby liquidated Tijani and insubmitted damagesthe sum ofina RM1.10counterclaimthe sum million.of RM3.88 against millionthe Claimant and other seeking, damages amongst suffered others, by liquidated Tijani in damagesthe sum ofin RM1.10the sum million.of RM3.88 million and other damages suffered by Tijani in the sum of the sum of RM3.88 million and35 other damages suffered by Tijani in the sum of RM1.10 million. 35 RM1.10 million. 35 35 35
APPENDIX V
FURTHER INFORMATION (CONT’D)
The arbitration hearing was fully concluded on 7 December 2019. Subsequently, the Arbitrator fixed dates for filing of inter-alia, written submissions and the Arbitrator may call for oral submissions to be made by the parties latest by 3 May 2021. The Arbitrator did not fix any date for the delivery of the arbitral award, however, it is anticipated to be delivered within 6 months after the date of the last written submission.
The Respondent has been advised by its solicitors from the facts of its case, that Tijani has a fair chance of success in the arbitration proceedings.
(b) TWY Development Sdn Bhd (“TWY” or “Defendant”), a wholly-owned subsidiary of SymLife had on 23 August 2018 terminated the services of Top International Engineering (Malaysia) Sdn Bhd (“TIE” or “Plantiff”), the main contractor appointed for a residential development in Mont Kiara known as TWY Mont’ Kiara due to the Plaintiff’s default and failure to proceed regularly and/or diligently with the contracted works. Following the termination, TWY had on the same date, made a written demand to RHB Bank Berhad to claim for the sum of RM9,093,400 under a performance bond provided by TIE (“Bank Guarantee”).
On 27 August 2018, TIE filed an Originating Summons accompanied with a Notice of Application for an ex-parte interim injunction seeking, amongst others:
(i) an interim injunction order restraining TWY from receiving proceeds of any demand made under the Bank Guarantee, or in the event that the said proceeds have been received, an order restraining TWY from transferring, utilising or dealing howsoever with the said proceeds, until the final disposal of the action; and
(ii) an interim injunction to restrain TWY from making any further demand under the Bank Guarantee until the final disposal of the action.
On 28 August 2018, TIE obtained an ex-parte interim injunction from the High Court restraining TWY from receiving payment under the Bank Guarantee pending disposal of the action.
On 7 September 2018, TWY filed a Notice of Application to set aside the ex-parte interim injunction dated 28 August 2018 and sought, amongst others:
(i) damages in the form of interest at the rate of 8.00% per annum on the Bank Guarantee sum from the date of the interim injunction until a date to be determined by the High Court; and/or
(ii) an order for the assessment of damages suffered by TWY resulting from the interim injunction.
The hearing of the Originating Summons, the inter-partes injunction application and the setting aside application was fixed on 22 October 2018 and was subsequently adjourned to 31 October 2018 pending the outcome of a Court assisted mediation of the matter. TWY and TIE had on 16 November 2018, entered into a Consent Order.
The proposed arbitration between TWY and TIE was previously scheduled for hearing in the months of April, May and June of 2020. Due to imposition of the MCO by the Government of Malaysia from 18 March 2020 arising from the Covid-19 pandemic, the arbitrator vacated the hearing dates scheduled from April to July 2020 and fixed new hearing dates in November 2020 and January 2021.
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APPENDIX V
FURTHER INFORMATION (CONT’D)
On 9 November 2020, the Arbitrator vacated the hearing dates in November 2020 due to the imposition of the Conditional Movement Control Order (CMCO) but maintained the hearing dates in January 2021 and scheduled new hearing dates in the months of February, March, May and June 2021.
The Defendant has been advised by its solicitors from the facts of its case, that TWY has a good chance of success in the arbitration proceedings.
5. MATERIAL COMMITMENTS
As at the LPD, the Board is not aware of any material commitments incurred or known to be incurred by the Group, which upon becoming enforceable, may have a material impact on the financial business or position of the Group.
6. CONTINGENT LIABILITIES
As at the LPD, the Board is not aware of any contingent liabilities incurred or known to be incurred, which upon becoming enforceable, may have a material impact on the business or financial position of the Group.
7. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection during normal business hours from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of the forthcoming EGM of the Company, at the Registered Office of the Company at 01-03, 3rd Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan:
(i) Constitution of SymLife;
(ii) the audited consolidated financial statement of SymLife for the FYE 31 March 2019 and FYE 31 March 2020 as well as the latest unaudited quarterly report of SymLife for the six (6) month financial period ended 30 September 2020;
(iii) the SPA;
(iv) Interconditional and Adjustment Agreement;
(v) Letter of Guarantee;
(vi) the Valuation Certificate and Valuation Report;
(vii) the letters of consent as referred to in Section 2 above; and
(viii) the relevant cause papers in respect of the material litigation referred to in Section 4 above.
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APPENDIX VI
RESOLUTION TO APPROVE THE PROPOSED DISPOSAL
EXTRACT OF THE NOTICE OF EXTRAORDINARY GENERAL MEETING
ORDINARY RESOLUTION Resolution 1
PROPOSED DISPOSAL BY PRESTIGE CAPITAL SDN BHD (“PRESTIGE CAPITAL”), A WHOLLY-OWNED SUBSIDIARY OF SYMLIFE OF SIX (6) PARCELS OF INDUSTRIAL DEVELOPMENT LAND IDENTIFIED AS LOTS PT 12269 TO PT 12274, ALL LOCATED WITHIN MUKIM AND DISTRICT OF ULU LANGAT, SELANGOR DARUL EHSAN TO FANTASTIC STARHILL SDN BHD (“FSSB”), A WHOLLY-OWNED SUBSIDIARY OF PERDANA PARKCITY SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM250.00 MILLION (“DISPOSAL CONSIDERATION”) ("PROPOSED DISPOSAL")
“THAT subject to the approval and consent being obtained from all relevant authorities and/or parties (where applicable), approval be and is hereby given to Prestige Capital to dispose six (6) parcels of industrial development land measuring approximately 397.30 acres (17,305,138 square feet), identified as Lots PT 12269 to PT 12274, held under No. H.S(D) 154310 to 154315, all located within Mukim and district of Ulu Langat, Selangor Darul Ehsan to FSSB for the Disposal Consideration, based on the terms and conditions of the sale and purchase agreements and interconditional and adjustment agreement dated 3 December 2020 entered into between Prestige Capital and FSSB;
THAT the Board of Directors of SymLife (“Board”) be and is hereby authorised to utilise the proceeds from the Proposed Disposal as set out in Section 2.8 of the circular to shareholders of the Company dated 16 February 2021 and the Board be authorised with full powers to vary the matter and/or purpose of the utilisation of such proceeds in such manner as the Board shall in their absolute discretion deem fit, necessary, expedient and/or appropriate and in the best interest of the Company and its subsidiaries;
AND THAT the Board be and are hereby authorised to sign and execute all documents, do all acts, deeds and things as may be required to give effect to and to complete the aforesaid Proposed Disposal, with full power to assent to any conditions, variations, modifications and/or amendments in any manner as may be required or imposed by the relevant authorities or deemed necessary by the Board, appropriate and in the best interest of the Company.”
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