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Circular Are to the Shareholders of Our Company

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Circular Are to the Shareholders of Our Company THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION TO BE TAKEN, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, valuation certificate and 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. WESTPORTS HOLDINGS BERHAD (Registration No. 199301008024 (262761-A)) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A PROPOSED ACQUISITION BY WESTPORTS MALAYSIA SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF WESTPORTS HOLDINGS BERHAD (“WHB”), OF A PARCEL OF LEASEHOLD LAND HELD UNDER PAJAKAN NEGERI (PN) 7374, LOT NO. 72778, MUKIM AND DISTRICT OF KLANG, STATE OF SELANGOR DARUL EHSAN MEASURING ABOUT 146.4 HECTARES (361.762 ACRES) FROM PEMBINAAN REDZAI SDN BHD FOR A TOTAL CASH CONSIDERATION OF RM393,958,900 (“PROPOSED ACQUISITION”) PART B INDEPENDENT ADVICE LETTER FROM HONG LEONG INVESTMENT BANK BERHAD IN RELATION TO THE PROPOSED ACQUISITION AND NOTICE OF EXTRAORDINARY GENERAL MEETING Principal Adviser for Part A Independent Adviser for Part B CIMB Investment Bank Berhad (Registration No. 197401001266 (18417-M)) Date and time of the Extraordinary : Tuesday, 5 May 2020 at 3.00 p.m. or immediately following the General Meeting (“EGM”) conclusion of the Twenty-Seventh Annual General Meeting of WHB to be conducted at the same venue at 2.00 p.m. on the same day or at any adjournment thereof, whichever is later Venue of the EGM : 3rd Floor, Tower Block, Jalan Pelabuhan Barat, Pulau Indah, 42009 Port Klang, Selangor Darul Ehsan, Malaysia Last date and time for lodging the : Sunday, 3 May 2020 at 3.00 p.m. Form of Proxy This Circular is dated 20 April 2020 A DEFINITIONS For the purpose of this Circular, except where the context otherwise requires, the following words and abbreviations have the following meanings: Acquired PKNS Land : A piece of land below the sea in Pulau Indah held under No. H.S.(D) 71881 PT 73171, Mukim Klang, Daerah Klang, Negeri Selangor measuring about 154.2 hectares (381 acres) acquired from Perbadanan Kemajuan Negeri Selangor on 28 November 2018 Act : Companies Act, 2016 Board : Board of Directors Bursa Securities : Bursa Malaysia Securities Berhad CIMB : CIMB Investment Bank Berhad Conditional Period : A period of 12 months from the date of the SPA with an automatic extension for a further period of 6 months or such further extended period as may be agreed in writing between WMSB and PRSB, for the fulfilment of the Conditions Precedent Conditions Precedent : The conditions which are to be fulfilled or waived in accordance with the terms of the SPA, as set out in Section 2.8.2 of Part A of this Circular CT : Container terminal Datuk Ruben : Datuk Ruben Emir Gnanalingam bin Abdullah DGIR : Director General of Inland Revenue, Malaysia Drewry : Drewry Maritime Research EGM : Extraordinary general meeting EPS : Earnings per share FYE : Financial year ended GOM or Government : Government of Malaysia Group : Collectively, WHB and our subsidiary Independent Adviser : Hong Leong Investment Bank Berhad or HLIB Interested Directors : Collectively, Tan Sri Datuk Gnanalingam, Datuk Ruben and Chan Chu Wei Land : A parcel of leasehold land held under Pajakan Negeri (PN) 7374, Lot No. 72778, Mukim and District of Klang, State of Selangor Darul Ehsan measuring about 146.4 hectares (361.762 acres) Land Acquisition Act : Land Acquisition Act, 1960 Listing Requirements : Main Market Listing Requirements of Bursa Securities LPD : 31 March 2020, being the latest practicable date prior to the printing of this Circular Bi DEFINITIONS (cont’d) MEA : Ministry of Economic Affairs (formerly known as the Economic Planning Unit within the Prime Minister’s Department) NA : Net assets PKA : Port Klang Authority PPC International : PPC International Sdn Bhd, being the independent valuer appointed by our Company for the valuation of the Land Proposed Acquisition : Proposed acquisition by WMSB of the Land from PRSB for a total cash consideration of RM393,958,900 Proposed Expansion : Proposed expansion of our Group’s CT facilities by developing an additional 8 berths comprising CT 10 to CT 17 PRSB or Vendor : Pembinaan Redzai Sdn Bhd PRSB Shares : Ordinary shares in PRSB psf : Per square foot Purchase Price : Total cash consideration of RM393,958,900 for the Proposed Acquisition SPA : Conditional sale and purchase agreement dated 7 February 2020 entered into between WMSB and PRSB in relation to the Proposed Acquisition Tan Sri Datuk : Tan Sri Datuk Gnanalingam A/L Gunanath Lingam Gnanalingam TEUs : Twenty-foot Equivalent Units Transfer : The memorandum of transfer (in Form 14A) in respect of the Land in favour of the Purchaser WHB or Company : Westports Holdings Berhad WHB Shares : Ordinary shares in our Company WMSB or Purchaser : Westports Malaysia Sdn Bhd, our wholly-owned subsidiary Valuation Report : Valuation report issued by PPC International dated 3 December 2019 in relation to the Land CURRENCY RM and sen : Ringgit Malaysia and sen, the lawful currency of Malaysia All references to “our Company” in this Circular are to WHB and all references to “our Group” are to our Company and subsidiary collectively. All references to “we”, “us”, “our” and “ourselves” are to our Company, and where the context requires otherwise, shall include our subsidiary. All references to “you” and “your” in this Circular are to the shareholders of our Company. Unless specifically referred to, words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter gender, and vice versa. References to persons shall include corporations, unless otherwise specified. Cii DEFINITIONS (cont’d) Any reference to any enactment in this Circular is a reference to that enactment as amended or re- enacted from time to time. Any reference to a time of day in this Circular is a reference to Malaysian time, unless otherwise stated. Any discrepancy in the figures included in this Circular between the amounts stated and the totals thereof are due to rounding. (The rest of this page is intentionally left blank) iiiD CONTENTS PAGE PART A LETTER TO OUR SHAREHOLDERS CONTAINING: 1. INTRODUCTION…………………………………………………………………………….... 1 2. DETAILS OF THE PROPOSED ACQUISITION…………………………………………... 2 3. RATIONALE FOR AND BENEFITS OF THE PROPOSED ACQUISITION…………..… 9 4. RISK FACTORS………………………………………….………………...……………….... 12 5. INDUSTRY OVERVIEW, OUTLOOK AND PROSPECTS…………………………….….. 15 6. EFFECTS OF THE PROPOSED ACQUISITION………………..……………………....... 17 7. APPROVALS REQUIRED.……………………………………..……………………………. 19 8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS 20 CONNECTED………………..………………..…………....………………………………... 9. DIRECTORS’ RECOMMENDATION..………………..………………..………………..….. 21 10. AUDIT AND RISK MANAGEMENT COMMITTEE’S STATEMENT…………………..…. 21 11. OTHER CORPORATE PROPOSALS………………..………………..………………….... 21 12. INDEPENDENT ADVISER………………..………………..………………..…………….... 21 13. RELATED PARTY TRANSACTIONS FOR THE PAST 12 MONTHS…………………... 22 14. ESTIMATED TIMEFRAME FOR COMPLETION…..………………..……………...…….. 22 15. EGM………………..………………..………………..………………..………………….…… 22 16. FURTHER INFORMATION………………..………………..………………..………….…... 23 PART B INDEPENDENT ADVICE LETTER FROM HLIB 24 APPENDICES I VALUATION CERTIFICATE IN RELATION TO THE VALUATION OF THE LAND 6061 II ADDITIONAL INFORMATION 6566 NOTICE OF EGM ENCLOSED FORM OF PROXY ENCLOSED iv E PART A LETTER TO OUR SHAREHOLDERS F WESTPORTS HOLDINGS BERHAD (Registration No. 199301008024 (262761-A)) (Incorporated in Malaysia) Registered office: 12th Floor, Menara Symphony No. 5, Jalan Prof. Khoo Kay Kim Seksyen 13 46200 Petaling Jaya Selangor Darul Ehsan Malaysia 20 April 2020 Board of Directors Tan Sri Datuk Gnanalingam A/L Gunanath Lingam (Executive Chairman) Datuk Ruben Emir Gnanalingam bin Abdullah (Group Managing Director) Tan Sri Dato’ Nik Ibrahim Kamil bin Tan Sri Nik Ahmad Kamil (Senior Independent Non-Executive Director) Tan Sri Ismail bin Adam (Independent Non-Executive Director) Ip Sing Chi (Non-Independent Non-Executive Director) Ruth Sin Ling Tsim (Non-Independent Non-Executive Director) Dato’ Yusli bin Mohamed Yusoff (Independent Non-Executive Director) Chan Soo Chee (Independent Non-Executive Director) Chan Chu Wei (Non-Independent Non-Executive Director) Kim, Young So (Independent Non-Executive Director) Shanthi Kandiah (Independent Non-Executive Director) John Stephen Ashworth (Alternate Director to Ip Sing Chi) Andy Wing Kit Tsoi (Alternate Director to Ruth Sin Ling Tsim) To: Our shareholders Dear Sir/Madam, PROPOSED ACQUISITION 1. INTRODUCTION On 7 February 2020, we announced through CIMB that WMSB, our wholly-owned subsidiary, had entered into the SPA with PRSB in relation to the Proposed Acquisition. In view of the interests of our directors and major shareholder in the Proposed Acquisition as disclosed in Section 8 of Part A of this Circular, the Proposed Acquisition is a related party transaction under Paragraph 10.08 of the Listing Requirements. Accordingly, we have appointed HLIB to act as the Independent Adviser for the Proposed Acquisition. The Independent Advice Letter is set out in Part B of this Circular. 1 The purpose of this Circular is to provide
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