(I) PROPOSED JOINT VENTURE AND 
(II) PROPOSED ACQUISITION BY WHOLLY-OWNED SUBSIDIARY OF AME, NORTHERN INDUSTRIAL PARK SDN BHD (FORMERLY KNOWN AS ALAMBINA GEMILANG SDN BHD)

We refer to your Company’s announcement dated 18 August 2022, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1) Name of shareholders together with their respective shareholdings in Majestic Builders and Northern Industrial Park.

2) Roles and responsibilities as well as scope of works by Northern Industrial Park and Majestic Builders in Suling Hill Development (“Purchaser”) under the SA.

3) Shareholders’ dispute resolution procedure under the SA.

4) Justification of the premium by RM40 million (RM130 million – RM90 million) and RM3.2 million (RM130 million – RM126.8 million) to the ascribed market value of the Lands on “as is” basis and on assumption approval and conversion has been granted, respectively. 

5) Referring to Sections 4.7 and 5.4.4 of the announcement, it is noted that Purchaser has the right to terminate SPA within 6 months from the date of the SPA in the event Conversion Approval not obtained. However, it is noted in Section 5.4.2(i) that Vendor is procuring the Conversion Approval within 10 months from the SPA. As such, to clarify on the time frame.

6) Referring to Sections 5.4.1(ii)(c) and 5.4.2(i) of the announcement, to clarify whether the 75% Balance of RM60 million and Further Payment of RM50 million will be paid to Vendor upon Conversion Approval (Form 5A) being obtained?

7) To explain how the value of Further Payment amounting to RM50 million is derived taking into account the selection of In Kind Properties will be based on Intended Development and/or with floor plans and layout plans which are still subject to approval by Public Authorities [as stated in Sections 5.4.3(iii)(c) of the announcement].

8) To state how the amount of RM280.00 per square foot was derived at determining value of the In-Kind Properties.

9) Whether an independent valuer will be appointed to determine the selection and value of the In-Kind Properties and also the value of the In-Kind Properties in the event there are changes to the Intended Development or approval from Public Authorities.

10) It is noted from Section 5.4.2(i) of the announcement that the Further Payment shall be settled in kind with industrial lots on part of the Lands together with the building to be erected thereon. As such, to clarify whether In  Kind Properties SPA will be completed before or after construction on the In Kind Properties i.e. before or after titles under In-Kind Properties duly registered in the name of the Vendor.

11) With reference to paragraph 5.4.3, to comment on the fairness and reasonableness in allowing the Vendor but not the Purchaser to choose the last property of the In Kind Properties.

12) Explain the rationale for Further Payment be settled by transferring certain part of the Lands back to the Vendor within 10 months from the date of SPA. 

13) List of conditions precedent under the SPA.

14) To clarify whether the SPA is conditional upon execution of In  Kind Properties SPA and vice versa.

15) To provide details of each parcels of the Lands whether it is vacant land and the existing use (e.g. shops, offices, factories, residential, etc.) with approximate age of the buildings (if any) as most parcels of the Lands was being tenanted. To also provide details of the rentals and the rental income or expected rental income per month or per annum in RM.

16) If there are buildings on the Lands, to provide detail as per item (3), Part C of Appendix 10A of the Main Market Listing Requirements.

17) For each plot of the land from pages 16-36, to provide the individual market value as valued by PPC International Sdn Bhd based on ‘as is ‘basis and based on the assumption that the land has been granted the approval and conversion for the use of the land to industrial instead of making a general referencing to Section 5.1 of the Announcement.

18) To quantify the audited net book value of each piece of land given that the one of the Purchaser’s shareholders (Majestic Builders) is related to the Vendor.

19) It is noted that gross development value of the Lands is estimated to be RM1 billion. As such, please provide development details of the Lands pursuant to item (4), Part C of Appendix 10A of the Main Market Listing Requirements.

20) To provide disclosure on the exact locality or address (If applicable) and prospects of the Lands.

21) Particulars of all liabilities, including contingent liabilities and guarantees to be assumed by Suling Hill Development arising from the transaction.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully,

Listing 

Regulation
 

Cc : Market Surveillance Dept. , Securities Commission (via fax)