December 4, 2012

Company announcements: CIMBA40, CIMBC25, TM, UEMLAND, SUNWAY, LATEXX

CIMBA40 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE ASEAN 40 MALAYSIA  
Stock Name CIMBA40  
Date Announced4 Dec 2012  
CategoryGeneral Announcement
Reference NoOB-121204-46844

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE ASEAN 40 Malaysia
Date: 04-Dec-2012
IOPV per unit (RM): 1.5930
Units in circulation (units): 8,100,000.00
Management Fee (% p.a.): 0.00
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.00
FTSE/ASEAN 40 Index: 10,805.10



CIMBC25 - NET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE

Announcement Type: General Announcement
Company NameCIMB FTSE CHINA 25  
Stock Name CIMBC25  
Date Announced4 Dec 2012  
CategoryGeneral Announcement
Reference NoOB-121204-46756

TypeAnnouncement
SubjectNET ASSET VALUE / INDICATIVE OPTIMUM PORTFOLIO VALUE
DescriptionFund: CIMB FTSE China 25
Date: 04-Dec-2012
IOPV per unit (RM): 0.8831
Units in circulation (units): 29,250,000.00
Management Fee (% p.a.): 0.60
Trustee Fee (% p.a.): 0.08
Index Licence Fee (% p.a.): 0.04
FTSE/Xinhua China 25 Index: 16,144.12



TM - OTHERS COLLABORATION AGREEMENT ON THE PROVISION OF COMMUNICATION AND ICT INFRASTRUCTURE AND TELECOMMUNICATIONS SERVICES TO REALISE THE ASPIRATIONS OF A SMART+CONNECTED NUSAJAYA, ISKANDAR MALAYSIA BETWEEN TELEKOM MALAYSIA BERHAD (“TM”), UEM LAND BERHAD (“UEML”) AND ISKANDAR INVESTMENT BERHAD (“IIB”)

Announcement Type: General Announcement
Company NameTELEKOM MALAYSIA BERHAD  
Stock Name TM  
Date Announced4 Dec 2012  
CategoryGeneral Announcement
Reference NoTM-121204-32704

TypeAnnouncement
SubjectOTHERS
DescriptionCOLLABORATION AGREEMENT ON THE PROVISION OF COMMUNICATION AND ICT INFRASTRUCTURE AND TELECOMMUNICATIONS SERVICES TO REALISE THE ASPIRATIONS OF A SMART+CONNECTED NUSAJAYA, ISKANDAR MALAYSIA BETWEEN TELEKOM MALAYSIA BERHAD (“TM”), UEM LAND BERHAD (“UEML”) AND ISKANDAR INVESTMENT BERHAD (“IIB”)
We wish to announce that TM had today entered into a Tripartite Collaboration Agreement (“CA”) with IIB and UEML to participate in the development and management of the proposed Smart and Connected Nusajaya Project.
Under the terms of the Tripartite CA, TM, IIB and UEML (“Parties”) shall collaborate, inter-alia, in the following areas (“Proposed Projects”):-

(a) Provisioning of communication infrastructure and telecommunications services to realise the Smart and Connected Nusajaya aspirations, including internet, high speed broadband, wireless connectivity via wifi and value added services;
(b) Establishment of a purpose-built data center facility in Nusajaya, Iskandar Malaysia;
(c) Provisioning of Information and Communications Technology (“ICT”), IT Outsourcing and Business Process Outsourcing (“BPO”) services to support the Nusajaya Smart and Connected experience; and
(d) A TM One-Stop Center in Nusajaya, Iskandar Malaysia supporting the telecommunication and ICT requirements of enterprises and businesses.
    Under the terms of the Tripartite CA, the Parties shall collaborate and work together with the intention of arriving at Definitive Agreement(s) (“DA”) for the implementation of the Proposed Projects.

    The CA is valid for a period of 6 months or until the execution of the Definitive Agreement(s), or such other dates that may be mutually agreed upon in writing by the Parties.

    Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the Proposed Projects:-

    (a) Khazanah Nasional Berhad (“Khazanah”), a major shareholder of TM, is also a common major shareholder of IIB and UEM Land Holdings Berhad, the holding company of UEML;

    (b) Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, a nominee Director of Khazanah; and

    (c) Nik Rizal Kamil bin Nik Ibrahim Kamil, alternate director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin.

    Further update including financial effect and other relevant information will be disclosed when the Definitive Agreement(s) with regard to the Proposed Projects have been entered into between the Parties.

    This announcement is dated 4 December 2012.


    TM - OTHERS COLLABORATION AGREEMENT ON THE OPPORTUNITIES AVAILABLE FOR PROVIDING SMART CITY AND SMART BUILDING INFRASTRUCTURE AND SERVICES, THE ESTABLISHMENT OF A MANAGED SERVICES OPERATING COMPANY (“MSCO”) AND THE ESTABLISHMENT OF A GLOBAL INNOVATION CENTRE (“GIC”) TO REALISE THE SMART AND CONNECTED (“S+CN”) NUSAJAYA ASPIRATIONS BETWEEN TELEKOM MALAYSIA BERHAD (“TM”), ISKANDAR INVESTMENT BERHAD (“IIB”), UEM LAND BERHAD (“UEML”), CENTIOS CO. LTD (“CENTIOS”) AND CISCO SYSTEMS INTERNATIONAL BV (“CISCO”)

    Announcement Type: General Announcement
    Company NameTELEKOM MALAYSIA BERHAD  
    Stock Name TM  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoTM-121204-33954

    TypeAnnouncement
    SubjectOTHERS
    DescriptionCOLLABORATION AGREEMENT ON THE OPPORTUNITIES AVAILABLE FOR PROVIDING SMART CITY AND SMART BUILDING INFRASTRUCTURE AND SERVICES, THE ESTABLISHMENT OF A MANAGED SERVICES OPERATING COMPANY (“MSCO”) AND THE ESTABLISHMENT OF A GLOBAL INNOVATION CENTRE (“GIC”) TO REALISE THE SMART AND CONNECTED (“S+CN”) NUSAJAYA ASPIRATIONS BETWEEN TELEKOM MALAYSIA BERHAD (“TM”), ISKANDAR INVESTMENT BERHAD (“IIB”), UEM LAND BERHAD (“UEML”), CENTIOS CO. LTD (“CENTIOS”) AND CISCO SYSTEMS INTERNATIONAL BV (“CISCO”)
    We wish to announce that TM had today entered into a 5-party Collaboration Agreement (“CA”) with IIB, UEML, Centios and Cisco (“Parties”) to explore opportunities available for providing smart city and smart building infrastructure and services in Nusajaya, Iskandar Malaysia. This also includes, inter-alia, exploring the proposed establishment of a managed services operating company (“MSCo”) for the proposed Smart and Connected Nusajaya Project. Simultaneous with the establishment of the MSCo, the Parties will also explore the proposed establishment of a Global Innovation Centre (“GIC”) in Nusajaya, Iskandar Malaysia.The above proposals hereinafter referred to as “Proposed Projects”.
    Under the terms of the CA, the Parties shall also collaborate and work together with the intention of arriving at Definitive Agreement(s) for the implementation of the Proposed Projects.

    The CA is valid for a period of 6 months or until the execution of the Definitive Agreement(s), or any such dates that may be mutually agreed upon in writing by the Parties.

    Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the Proposed Projects:-

    (a) Khazanah Nasional Berhad (“Khazanah”), a major shareholder of TM, is also a common major shareholder of IIB and UEM Land Holdings Berhad, the holding company of UEML;

    (b) Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, a nominee Director of Khazanah; and

    (c) Nik Rizal Kamil bin Nik Ibrahim Kamil, alternate director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin.

    Further update including financial effect and other relevant information will be disclosed when the Definitive Agreement(s) with regard to the Proposed Projects have been entered into between the Parties.

    This announcement is dated 4 December 2012.



    UEMLAND - OTHERS UEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY") COLLABORATIVE AGREEMENT BETWEEN UEM LAND BERHAD, ISKANDAR INVESTMENT BERHAD ("IIB") AND TELEKOM MALAYSIA BERHAD ("TM") ON THE PROVISION OF COMMUNICATION & ICT INFRASTRUCTURE AND TELECOMMUNICATION SERVICES TO REALIZE THE ASPIRATIONS OF A SMART AND CONNECTED NUSAJAYA

    Announcement Type: General Announcement
    Company NameUEM LAND HOLDINGS BERHAD  
    Stock Name UEMLAND  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoUL-121204-B792C

    TypeAnnouncement
    SubjectOTHERS
    DescriptionUEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY")
    COLLABORATIVE AGREEMENT BETWEEN UEM LAND BERHAD, ISKANDAR INVESTMENT BERHAD ("IIB") AND TELEKOM MALAYSIA BERHAD ("TM") ON THE PROVISION OF COMMUNICATION & ICT INFRASTRUCTURE AND TELECOMMUNICATION SERVICES TO REALIZE THE ASPIRATIONS OF A SMART AND CONNECTED NUSAJAYA

    Attached is the announcement on the Collaboration Agreeement between UEM Land Berhad, IIB and TM.
    c.c. Securities Commission


    UEMLAND - OTHERS UEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY") PROPOSED DEVELOPMENT OF A MOTORSPORT CITY OVER 270 ACRES OF LAND IN GERBANG NUSAJAYA, NUSAJAYA, JOHOR DARUL TAKZIM

    Announcement Type: General Announcement
    Company NameUEM LAND HOLDINGS BERHAD  
    Stock Name UEMLAND  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoUL-121204-B207F

    TypeAnnouncement
    SubjectOTHERS
    DescriptionUEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY")
    PROPOSED DEVELOPMENT OF A MOTORSPORT CITY OVER 270 ACRES OF LAND IN GERBANG NUSAJAYA, NUSAJAYA, JOHOR DARUL TAKZIM

    Attached is the announcement on the proposed development of a motorsport city in Gerbang Nusajaya, Nusajaya, Johor Darul Takzim.
    c.c. Securities Commission

    Attachments

    Annoucement - motorsport.pdf
    76 KB



    UEMLAND - OTHERS UEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY") COLLABORATIVE AGREEMENT BETWEEN UEM LAND BERHAD, ISKANDAR INVESTMENT BERHAD (“IIB”), TELEKOM MALAYSIA BERHAD (“TM”), CENTIOS CO LTD (“CENTIOS”) AND CISCO SYSTEM INTERNATIONAL BV (“CISCO”) ON THE OPPORTUNITIES AVAILABLE FOR PROVIDING SMART CITY AND SMART BUILDING INFRASTRUCTURE & SERVICES, THE ESTABLISHMENT OF A MANAGED SERVICES OPERATING COMPANY AND THE ESTABLISHMENT OF A GLOBAL INNOVATION CENTRE IN NUSAJAYA, ISKANDAR MALAYSIA (“NUSAJAYA”)

    Announcement Type: General Announcement
    Company NameUEM LAND HOLDINGS BERHAD  
    Stock Name UEMLAND  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoUL-121204-CBD16

    TypeAnnouncement
    SubjectOTHERS
    DescriptionUEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY")
    COLLABORATIVE AGREEMENT BETWEEN UEM LAND BERHAD, ISKANDAR INVESTMENT BERHAD (“IIB”), TELEKOM MALAYSIA BERHAD (“TM”), CENTIOS CO LTD (“CENTIOS”) AND CISCO SYSTEM INTERNATIONAL BV (“CISCO”) ON THE OPPORTUNITIES AVAILABLE FOR PROVIDING SMART CITY AND SMART BUILDING INFRASTRUCTURE & SERVICES, THE ESTABLISHMENT OF A MANAGED SERVICES OPERATING COMPANY AND THE ESTABLISHMENT OF A GLOBAL INNOVATION CENTRE IN NUSAJAYA, ISKANDAR MALAYSIA (“NUSAJAYA”)

    Attached is the announcement on the Collaboration Agreeement between UEM Land Berhad, IIB, TM, Centios and Cisco.
    c.c. Securities Commission


    UEMLAND - OTHERS UEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY") MEMORANDUM OF UNDERSTANDING BETWEEN UEM LAND BERHAD AND CHINAMALL HOLDINGS PTE LTD (“CHPL”) ON THE DEVELOPMENT OF CHINA MALL, A TRADE AND EXHIBITION CENTRE IN GERBANG NUSAJAYA, NUSAJAYA, JOHOR DARUL TA’ZIM

    Announcement Type: General Announcement
    Company NameUEM LAND HOLDINGS BERHAD  
    Stock Name UEMLAND  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoUL-121204-D0D41

    TypeAnnouncement
    SubjectOTHERS
    DescriptionUEM LAND HOLDINGS BERHAD ("ULHB" OR "THE COMPANY")
    MEMORANDUM OF UNDERSTANDING BETWEEN UEM LAND BERHAD AND CHINAMALL HOLDINGS PTE LTD (“CHPL”) ON THE DEVELOPMENT OF CHINA MALL, A TRADE AND EXHIBITION CENTRE IN GERBANG NUSAJAYA, NUSAJAYA, JOHOR DARUL TA’ZIM

    Attached is the announcement on the Memorandum of Understanding between UEM Land Berhad and CHPL.
    c.c. Securities Commission


    SUNWAY - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS

    Announcement Type: General Announcement
    Company NameSUNWAY BERHAD  
    Stock Name SUNWAY  
    Date Announced4 Dec 2012  
    CategoryGeneral Announcement
    Reference NoSS-121204-CC52C

    TypeAnnouncement
    SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
    NON RELATED PARTY TRANSACTIONS
    DescriptionSUNWAY BERHAD (“SUNWAY”)
    (1) SUBSCRIPTION AND SHAREHOLDERS’ AGREEMENT BETWEEN SUNWAY CITY SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF SUNWAY), ISKANDAR ASSETS SDN BHD (A WHOLLY-OWNED SUBSIDIARY OF ISKANDAR INVESTMENT BERHAD) AND HARMONY IMPULSE SDN BHD
    (2) SALE AND PURCHASE AGREEMENT BETWEEN ISKANDAR ASSETS SDN BHD AND HARMONY IMPULSE SDN BHD
    1. INTRODUCTION

    The Board of Directors of Sunway wishes to announce that Sunway City Sdn Bhd (“SunCity”), a wholly-owned subsidiary of Sunway has on 4 December 2012, entered into a Subscription and Shareholders’ Agreement (“SSA") with Iskandar Assets Sdn Bhd (“IASB”), a wholly-owned subsidiary of Iskandar Investment Berhad (“IIB”) and Harmony Impulse Sdn Bhd (“HISB”) with the intention of establishing a joint venture via HISB (“Proposed Joint Venture”) to jointly undertake a mixed development project on the following parcels of freehold land located in Iskandar Malaysia (“the Land”) as well as to regulate the relationship of SunCity and IASB as shareholders of HISB:

    (i) Land held under HSD 452850, PTD 75802, Mukim of Pulai, District of Johor Bahru, measuring approximately 412.75 acres (“Pendas North Land”); and
    (ii) a portion of the Land held under HSD 452656, PTD 2398, Mukim of Tanjung Kupang, District of Johor Bahru measuring approximately 366.32 acres (“Western Pendas South Land”).

    HISB has also on even date, entered into two (2) Sale and Purchase Agreements (“SPA”) with IASB for the acquisition of the Land on an “as is where is” basis and free from encumbrances but otherwise subject only to the express or implied conditions of the land title and restrictions-in interest endorsed on the land title or otherwise affecting the Land for a total purchase consideration of up to RM412,727,480.35 (“Proposed Acquisition”).

    2. INFORMATION ON SUNCITY, IASB AND HISB

    2.1 SunCity

    SunCity is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunCity are RM3,500,000,000/- and RM1,356.14 respectively. The principal activity of SunCity is investment holding.

    2.2 IASB

    IASB is a company incorporated in Malaysia and having its registered office at #G-12, Block 8, Danga Bay, Jalan Skudai, 80200 Johor Bahru, Johor. The authorised and paid-up share capital of IASB are RM5,000,000/- and RM2/- respectively. The principal activities of IASB are investment holding and dealing in land lease and land.

    2.3 HISB

    HISB is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of HISB are RM100,000/- and RM2/- respectively. The intended principal activities of HISB are property development and property investment. As at the date of this announcement, HISB is a wholly-owned subsidiary of SunCity.

    3. SALIENT TERMS OF THE SSA AND SPA

    3.1 SSA

    SunCity, IASB and HISB have entered into the SSA to set out the terms and conditions of the subscription of shares by SunCity and IASB in HISB, to undertake the Proposed Joint Venture as well as to regulate the relationship of SunCity and IASB as shareholders of HISB.

    The summary of the salient terms of the SSA are as follows:-

    (a) SunCity and IASB agree to hold ordinary shares and redeemable preference shares in HISB in the proportion of 60:40. Sunway will provide a shareholder advance to HISB equivalent to 60% of the amount of the deposits under the SPA to enable HISB to pay the deposits and IASB will deem the amount equivalent to 40% of the deposits as being paid. The shareholder advance and 40% of the deposit will be capitalized into ordinary shares and redeemable preference shares when the SSA becomes unconditional.
      (b) SunCity and IASB agree that the balance purchase consideration for the Land will be funded in the following manner:
        (i) SunCity and IASB to subscribe for new securities or zero coupon bonds or such other securities as may be agreed between the parties in HISB free from all encumbrances and with all rights and benefits attaching thereto in the agreed proportion and/or SunCity and IASB to provide shareholders’ loan in the proportion of 60:40; and

        (ii) external financing; and

      (c) other matters in the SSA includes agreement on the management of HISB, board matters and shareholders matters.

      3.2 SPA

      Pursuant to the SPA, HISB will acquire the Land from IASB on an “as is where is” basis and free from encumbrances but otherwise subject only to the express or implied conditions of the land title and restrictions-in interest endorsed on the land title or otherwise affecting the Land for a total purchase consideration of up to RM412,727,480.35.

      The total purchase consideration shall be satisfied by HISB in the following manner:-

      (a) the purchase consideration of up to RM221,280,444.00 for Pendas North Land is to be paid in six (6) instalments with the deposit to be paid upon 14 days from the date of the SPA and the balance in five (5) annual instalments within a period of 60 months from the date of the SPA; and

      (b) the purchase consideration of up to RM191,447,036.35 for Western Pendas South Land is to be paid in six (6) instalments with the deposit to be paid upon 14 days from the date of the SPA and the balance in five (5) annual instalments commencing 72 months from the date of the SPA to 120 months from the date of the SPA.

      The amount of the purchase consideration is subject to adjustments upon verification by IASB relating to the conditions of the Land.

      4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION FOR THE SPA

      The purchase consideration of up to RM412,727,480.35 is calculated at the rate of up to approximately RM12.16 per square foot based on a total land area of approximately 779.07 acres. The amount of the purchase consideration is subject to adjustments upon verification by IASB relating to the conditions of the Land.

      The purchase consideration was arrived at on a willing-buyer willing-seller basis between HISB and IASB after taking into account the following:

      (a) the development potential and prospects of the Land in view of its strategic location adjacent to Zone F within Medini, Iskandar Malaysia i.e. the land leased to Sunway Iskandar Sdn Bhd commencing from 1 September 2012. The proposed mixed development on the Land is expected to generate gross development value (“GDV”) amounting to approximately RM12 billion;
      (b) the Group’s strategy to further strengthen its foothold in Johor as well as the potential cost savings from synergistic benefits that may arise in areas such as sales and marketing and operations; and
        (c) the attractive payment terms that are staggered and deferred over a period of 120 months.

        No valuation of the Land was carried out, given Sunway’s knowledge of the market value of the surrounding properties and the potential development value of similar land within the vicinity. Sunway is not able to disclose the net book value of the Land as it is not privy to this information.

        5. LIABILITIES TO BE ASSUMED

        There are no liabilities (including contingent liabilities and guarantees) to be assumed by SunCity arising from the Proposed Joint Venture and Proposed Acquisition.

        6. RATIONALE

        IASB is a wholly owned subsidiary of IIB which in turn is a 60% owned subsidiary of Khazanah Nasional Berhad. IIB is tasked with the master development of Iskandar Malaysia. By having IASB as a joint venture partner, Sunway believes that the profile of its integrated development in Iskandar Malaysia will be greatly enhanced and will be able to attract greater foreign interest. The partnership with IIB is also expected to benefit Sunway’s proposed development as it will have timely knowledge of proposed developments in surrounding areas and the development plan can be optimized so as to ensure maximum synergies with IIB’s other catalytic developments in the Iskandar Malaysia region.

        The Proposed Acquisition will further increase Sunway’s landbank in Iskandar Malaysia to 1,558 acres and propel Sunway to become one of the largest land owners in the high growth region. This sizeable landbank is located immediately adjacent to the existing Medini Zone F leased to Sunway Iskandar Sdn Bhd by IIB commencing 1 September 2012. It is expected to generate substantial synergies with Sunway’s proposed development there as well as create the potential for an even larger and more integrated township development.

        The payment terms which will be payable by instalments over 120 months will reduce the holding cost for HISB. The attractive land price of RM12.16 per square foot is expected to generate an estimated GDV of RM12 billion over a period of 17 years. The Proposed Acquisition is expected to contribute positively to Sunway’s future earnings and improve shareholders’ value over the medium to long term.

        7. PROSPECTS

        The world economic environment remained challenging in the third quarter of 2012, with uncertainties continuing to surround the Eurozone debt crisis and the U.S. economy. The Malaysian economy, despite the challenging economic conditions, recorded a GDP growth of 5.2% in the third quarter (Second Quarter 2012: 5.6%). The economy is expected to remain on its sustainable growth path throughout 2013 to 2017. Inflation will continue to moderate in the remainder of 2012, averaging at 1.7% for the year as a whole (down from 3.2% in 2011) reflecting the drop in global prices for non-oil commodities. Private consumption will be the main driver for economic expansion in 2013, underpinned by the Government’s one-off payments to various socioeconomic groups and civil servants, who collectively make up about 10% of the national workforce (Sources: Malaysia: Economic Overviews, Bloomberg, 20 October 2012 and Quarterly Bulletin, Third Quarter 2012, Bank Negara Malaysia, November 2012).

        Iskandar Malaysia has made substantial progress over the years, and is expected to attract even more investors, both local and foreign. As of first half of 2012, Iskandar Malaysia has secured RM10.67 billion of new committed investment, making the total cumulative committed investment in Iskandar Malaysia for the period from 2006 until end June 2012 equal to RM95.45 billion. Increased domestic investors’ interest and confidence was evident as about 62% of the total investments in Iskandar Malaysia came from local investors. This figure compares to only 45% local investment in 2008 (Source: “ISKANDAR MALAYSIA Attracts New Investments of RM10.67 Billion First 6 Months of 2012”, IRDA, 19 July 2012).

        In future years, Johor is expected to receive much attention and interest from tourists and property buyers, both local and foreign, as more high profile projects are completed in the region, particularly in Iskandar Malaysia. Amongst the projects completed in late 2011 and 2012 are Legoland and Puteri Harbour Indoor Theme Park for tourism, Newcastle University and Marlborough College in EduCity, etc. Transportation has also improved with the recent completion of the Coastal Highway connecting Johor Bahru to Nusajaya and with the planning of the Southern Link.

        As such, the proposed integrated development to be undertaken will fit in well amongst the other developments in the area, including Sunway’s own proposed integrated development in Zone F within Medini Iskandar. In view of the above, the Board of Directors of Sunway is optimistic of the prospects of the Land.

        8. FEASIBILITY STUDY

        A feasibility study was conducted by Sunway and external consultants prior to the entering of the SSA and SPA.

        The preliminary feasibility of the Proposed Acquisition indicates that the proposed development of the Land is expected to generate an estimated GDV of RM12 billion. Market studies were conducted by the internal experts to assess the relevant property market conditions and financial feasibility.

        Based on the results of the studies, Sunway’s management is of the view that the project financials meet the internal investment hurdle rate for Sunway to proceed with the Proposed Acquisition.

        9. RISK FACTORS

        The Proposed Joint Venture and Proposed Acquisition to be undertaken by HISB are subject to the risks inherent in the property development and construction industries including expertise required to rehabilitate the land due to its terrain. The property development and construction risks include but are not limited to competition risks, unstable global and domestic economic conditions, currency fluctuations, unfavourable interest rate movements, inflation hike, shortages of raw materials and labour, increase in the cost of capital, political instability, changes in Government’s initiatives, including the continued commitment by Iskandar Region Development Authority in promoting Iskandar Malaysia, changes in statutory regulations and legal disputes.

        Sunway, with many years of experience in the business of property development and construction, will take the necessary steps to mitigate the various risks identified. However, no assurance can be given that significant changes in any of these factors will not materially affect Sunway’s operations and financial performance.

        10. SOURCE OF FUNDS

        The Proposed Joint Venture, Proposed Acquisition and the development costs of the Land will be funded through bank borrowings and/or internally generated funds.

        11. EFFECTS OF THE PROPOSED JOINT VENTURE AND PROPOSED ACQUISITION

        11.1 On Share Capital and Substantial Shareholders' Shareholding

        The Proposed Joint Venture and the Proposed Acquisition will not have any effect on the share capital and substantial shareholders' shareholding of Sunway as they do not involve any allotment or issuance of new shares by Sunway.

        11.2 On Earnings Per Share, Net Assets Per Share and Gearing

        The Proposed Joint Venture and Proposed Acquisition are not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Sunway for the current financial year ending 31 December 2012. However, the Proposed Joint Venture and Proposed Acquisition are expected to contribute positively to the future earnings of Sunway Group.

        12. APPROVALS REQUIRED

        The Proposed Joint Venture does not require approval from the shareholders of Sunway or any relevant authorities. However, the Proposed Acquisition is subject to approval/consent of the relevant authorities.

        13. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

        Insofar as the Directors are aware, none of the directors or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Proposed Joint Venture and Proposed Acquisition.

        14. STATEMENT BY THE BOARD OF DIRECTORS

        The Board of Directors of Sunway is of the opinion that the Proposed Joint Venture and Proposed Acquisition are in the best interests of Sunway.

        15. HIGHEST PERCENTAGE RATIOS PURSUANT TO PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

        The highest percentage ratios as set out in Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad applicable to the Proposed Acquisition and the capital contribution by SunCity in HISB are 8.3% and 2.6% respectively, which is the value of the purchase consideration compared with the net assets of Sunway and the value of assets compared to net assets of Sunway based on the audited financial statements of Sunway for the financial year ended 31 December 2011.

        16. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED ACQUISITION

        Barring any unforeseen circumstances and subject to the approval of the relevant authorities and fulfillment of all conditions precedent, the proposed acquisition of the Pendas North Land is expected to be completed by 2017 and the proposed acquisition of the Western Pendas South Land is expected to be completed by 2022.

        17. DOCUMENTS AVAILABLE FOR INSPECTION

        The SSA and SPA are available for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

        This announcement is dated 4 December 2012.


        LATEXX - Changes in Sub. S-hldr's Int. (29B) - Semperit Investments Asia Pte Ltd

        Announcement Type: Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Company NameLATEXX PARTNERS BERHAD  
        Stock Name LATEXX  
        Date Announced4 Dec 2012  
        CategoryChanges in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965
        Reference NoCG-121204-02410

        Particulars of substantial Securities Holder

        NameSemperit Investments Asia Pte Ltd
        Address4, Battery Road, #25-01
        Bank of China Building
        Singapore 049908
        NRIC/Passport No/Company No.201221964N
        Nationality/Country of incorporationIncorporated in Singapore
        Descriptions (Class & nominal value)Ordinary Shares of RM0.50 each
        Name & address of registered holderSemperit Investments Asia Pte Ltd
        4, Battery Road, #25-01
        Bank of China Building
        Singapore 049908

        Details of changes

        Currency: Malaysian Ringgit (MYR)

        Type of transactionDate of change
        No of securities
        Price Transacted (RM)
        Acquired26/11/2012
        158,043,498
         

        Circumstances by reason of which change has occurred(a) 65,042,457 shares acquired pursuant to the completion of the CSSA(1);

        (b) 20,157,500 shares acquired pursuant to the completion of the PCOA(2); and

        (c) Interest in 72,843,541 shares of LPB arising from valid acceptances pursuant to the take-over offer by RHB Investment Bank Berhad on behalf of SIA to acquire all the remaining ordinary shares of RM0.50 each in LPB ("Latexx Shares") (excluding treasury shares) ("Offer Share(s)") other than the Latexx Shares to be acquired by SIA pursuant to the CSSA and the PCOA, for a cash consideration of RM2.30 per Offer Share.
        Nature of interestDirect Interest
        Direct (units)184,695,498 
        Direct (%)82.95 
        Indirect/deemed interest (units)
        Indirect/deemed interest (%)
        Total no of securities after change184,695,498
        Date of notice26/11/2012

        Remarks :
        Note :
        (1) "CSSA" means the conditional share sale agreement dated 8 October 2012 made between Low Bok Tek and Semperit Investments Asia Pte. Ltd. ("SIA") for the acquisition by SIA of 65,042,457 ordinary shares of par value RM0.50 each in Latexx Partners Berhad ("LPB"), representing approximately 29.29% of the total issued ordinary share capital of LPB.

        (2) "PCOA" means put and call option agreement dated 8 October 2012 made between SIA and the following parties: Best Time Venture Sdn Bhd, Dato Syed Abu Hussin bin Hafiz Syed Abdul Fasal, Law Siau Woei, Low Bok Sang, Nasri binti Hashim, Ong Leh Eng, Tan You Loon and Zainorazua binti Zainun (collectively the "Other Vendors") for the acquisition by SIA of 20,157,500 ordinary shares of par value RM0.50 each in LPB held by the Other Vendors, representing approximately 9.08% of the total issued ordinary share capital of LPB.


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