CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED DISPOSAL OF A SEVEN-STOREY RETAIL SHOPPING CENTRE KNOWN AS “163 RETAIL PARK” BY D’KIARA PLACE SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF THE COMPANY TO RHB TRUSTEES BERHAD AS TRUSTEE OF SUNWAY REAL ESTATE INVESTMENT TRUST FOR A TOTAL CASH CONSIDERATION OF RM 215 MILLION (“PROPOSED DISPOSAL”) 

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF ONE GLOVE IN RELATION TO THE PROPOSED DEBT SETTLEMENT AMOUNTING TO RM45,840,000 VIA THE ISSUANCE OF 191,000,000 NEW REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN ONE GLOVE ("RCPS") AT THE ISSUE PRICE OF RM0.24 PER RCPS

INDEPENDENT ADVISER LETTER FROM ASIA EQUITY RESEARCH SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF PRG IN RELATION TO THE PROPOSED DEBTS SETTLEMENTS

INDEPENDENT ADVISER LETTER FROM ASIA EQUITY RESEARCH SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF PRG IN RELATION TO THE PROPOSED DISPOSAL

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED  SHAREHOLDERS OF STRAITS IN RELATION TO THE PROPOSED ACQUISITION OF 49% EQUITY INTEREST IN SMS FOR A PURCHASE CONSIDERATION OF RM 3,324,902 TO BE PAID BY VIA THE ISSUANCE OF 1,188,543 NEW TMDEL SHARES BASED ON AN ISSUANCE PRICE OF RM2.7976 (equivalent to USD0.6002) PER TMDEL SHARE

INDEPENDENT ADVICE LETTER FROM ASIA EQUITY RESEARCH SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF BHIC IN RELATION TO THE PROPOSED DISPOSAL AND PROPOSED INTERCOMPANY TRADE RECEIVABLES SETTLEMENT AGREEMENT

FAIRNESS OPINION LETTERS BY AER  IN RELATION TO PROPOSED DISPOSAL OF 400,000 ORDINARY SHARES IN UNIGEL (UK) LIMITED REPRESENTING 40.00% EQUITY INTEREST FOR A CASH CONSIDERATION OF GBP1.30 MILLION AND PROPOSED DISPOSAL OF 400 ORDINARY SHARES IN UNIGEL IP LIMITED REPRESENTING 40.00% EQUITY INTEREST FOR A CASH CONSIDERATION OF GBP0.40 MILLION 

VI. INDEPENDENT FAIR VALUATION CERTIFICATE FOR REGALIA

APPENDIX I - FAIRNESS OPINION REPORT ON THE PURCHASE PRICE 

BY AER 

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED UNITHOLDERS OF HEKTAR REIT IN RELATION TO THE PROPOSED ACQUISITION AND LEASE

INDEPENDENT ADVICE LETTER BY THE INDEPENDENT ADVISER TO THE NON-INTERESTED SHAREHOLDERS OF TVHB IN RELATION TO THE PROPOSED SETTLEMENT

Appraising the fair value of 51% in equity interest in Highbase Strategic Sdn Bhd (HSSB). HSSB was awarded a master service agreement for integrated Turnaround Main Mechanical and Maintenance Mechanical Static (“TA4MS”) for the maintenance of specified facilities situated within Pengerang Integrated Complex owned by Petronas group of companies.

INDEPENDENT ADVICE LETTER FROM ASIA EQUITY RESEARCH SDN BHD TO THE NON-INTERESTED UNITHOLDERS OF KIP REIT IN RELATION TO THE PROPOSED ACQUISITION OF  KIPMall Kota Warisan BY PACIFIC TRUSTEES BERHAD ON BEHALF OF KIP REIT FOR A CASH PURCHASE CONSIDERATION OF RM80.0 MILLION FROM CAHAYA SERIJAYA SDN BHD

INDEPENDENT ADVICE LETTER FROM ASIA EQUITY RESEARCH SDN BHD TO THE NON-INTERESTED SHAREHOLDERS OF L&G IN RELATION TO THE PROPOSED BUSINESS VENTURE 

PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF MATANG IN RELATION TO THE PROPOSALS

Independent fair valuation by AER on the entire equity interest in PT IME on 28 October 2022 . PT IME’s valuation is based on appraised value from  the electricity generated by a Mini Hydro Power Plant generated by Lee Kombih 3, with a net capacity of 8 MW located at the Lee Kombih River, Mahala Village, Tinada Subdistrict, Pakpak Bharat District, North Sumatera Province.  

PART B - 

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF EURO IN RELATION TO THE PROPOSED DEBT SETTLEMENT

Independent fair valuation on 15% equity interest in Cyprium Wire Technology Sdn Bhd, a related party transaction involving Asia Poly Holdings Berhad as the vendor Cyprium Capital Sdn Bhd, a subsidiary of Ta Win Holdings Berhad as the purchaser. 

PROPOSED SETTLEMENT OF DEBT OWING TO CERTAIN CREDITORS OF NEXGRAM IN THE AGGREGATE SUM OF RM29,592,144 TO BE FULLY SATISFIED THROUGH THE ISSUANCE OF 177,552,700 IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES (“NEW ICPS”) AT AN ISSUE PRICE OF RM0.05 EACH AND 207,145,090 NEW ORDINARY SHARES IN NEXGRAM AT AN ISSUE PRICE OF RM0.10 EACH;

VALUATION REPORT AND THE FAIRNESS ASSESSMENT ON THE PURCHASE CONSIDERATION OF RM 222 MILLION IN RELATION TO THE PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST AND REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN M & A SECURITIES SDN BHD AND ITS SUBSIDIARIES

PROPOSED SETTLEMENT OF DEBT OWING TO CERTAIN CREDITORS OF ASDION IN THE AGGREGATE SUM OF RM16,408,583 TO BE FULLY SATISFIED THROUGH THE ISSUANCE OF 67,671,600 IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES AT AN ISSUE PRICE OF RM0.04 EACH AND THE ISSUANCE OF 171,271,475 NEW ORDINARY SHARES IN ASDION AT AN ISSUE PRICE OF RM0.08 EACH (“PROPOSED DEBT SETTLEMENT")

TOTAL PURCHASE CONSIDERATION OF UP TO RM90.0 MILLION TO BE SATISFIED BY A COMBINATION OF CASH AND NEW ORDINARY SHARES IN OPCOM FOR THEPROPOSED ACQUISITION OF 6,500,000 ORDINARY SHARES IN T&J ENGINEERING SDN BHD 

Appendix VII ACQUISITION VALUATION CERTIFICATE

Appendix II DISPOSAL VALUATION CERTIFICATE

EXPERTS REPORT ON THE FAIRNESS OF THE PURCHASE CONSIDERATION

The proposed acquisition of 1 million ordinary shares representing 

100% of the entire issued share capital of Compact Sensation Sdn Bhd for a purchase consideration of RM 16 million.

CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED ACQUISITION BY CITAGLOBAL BERHAD (FORMERLY KNOWN AS WZ SATU BERHAD) ("CITAGLOBAL" OR "COMPANY") OF THE ENTIRE EQUITY INTEREST IN CITAGLOBAL ENGINEERING SERVICES SDN BHD FROM TIZA GLOBAL SDN BHD AT A PURCHASE CONSIDERATION OF RM 140,000,000, TO BE SATISFIED ENTIRELY VIA ISSUANCE OF 736,842,105 NEW ORDINARY SHARES IN CITAGLOBAL ("CITAGLOBAL SHARE(S)") ("CONSIDERATION SHARE(S)") AT AN ISSUE PRICE OF RM0.19 PER CONSIDERATION SHARE ("PROPOSED ACQUISITION") (II) PROPOSED CONSOLIDATION OF EVERY 5 EXISTING CITAGLOBAL SHARES HELD BY THE SHAREHOLDERS OF CITAGLOBAL ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER INTO 1 CITAGLOBAL SHARE ("PROPOSED SHARE CONSOLIDATION")

APPENDIX V - FINANCIAL FEASIBILITY REPORT ON THE PROPOSED SETTING UP OF A BIOMASS RENEWABLE ENERGY POWER PLANT SITUATED AT LOT 153-C, TELUK KALONG, MUKIM HULU CHUKAI, DAERAH KEMAMAN, TERENGGANU WITH A CAPACITY TO SUPPLY 10MW PER HOUR OF ELECTRICITY TO TENAGA NASIONAL BERHAD FOR A PERIOD OF 21 YEARS CONCESSION IN ACCORDANCE TO A RENEWABLE POWER PURCHASE AGREEMENT

Valuation certificate on the fair value of the 25% equity interest in:-

(i) OM Materials (Sarawak) Sdn Bhd and

(ii) OM Materials (Samalaju) Sdn Bhd

PART B - INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF PDB IN RELATION TO THE PROPOSED VARIATION

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS IN RELATION TO THE Proposed Acquisition

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED SHAREHOLDERS OF GETS IN RELATION TO THE PROPOSED ACQUISITION

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED SHAREHOLDERS OF SMCAP IN RELATION TO THE PROPOSED DISPOSAL

EXPERTS REPORTS ON THE FAIRNESS OF THE PURCHASE CONSIDERATION FOR THE FOLLOWING

X(A) - PROPOSED ACQUISITION OF T&T  page 277

X(B) - PROPOSED ACQUISITION OF HCOS page 297

PART B - INDEPENDENT ADVICE LETTER FROM AER TO THE NON-INTERESTED  SHAREHOLDERS OF LYC IN RELATION TO THE PROPOSED DIVESTMENT

The evaluations of the Asia Equity Research Sdn Bhd (“AER”), an independent business valuer engaged by DGSB to provide a fairness opinion on the value of Excel and Finther. 

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF PCCS
IN RELATION TO THE PROPOSED DISPOSAL

Fair valuation certificates for the entire equity interest in Suntech Energy Sdn Bhd that owns 49% equity interest for Solarcity Reit Sdn Bhd and for the entire equity interest in Vafe Systems Sdn Bhd

Basis and Justification of arriving at the Purchase Consideration.

The Purchase Consideration was arrived at on a “willing buyer-seller” basis after taking into consideration, inter-alia, the following:-

(i) the future earnings potential of the EVE Group;

In relation to the foregoing, Asia Equity Research Sdn Bhd (“AER”), an independent valuer, has been appointed by the Company to perform a valuation on the EVE Group. Pursuant to the SSA, the Purchase Consideration shall be within the valuation range of the EVE Group to be appraised by AER and in the event where the Purchase Consideration does not fall within the valuation Range appraised, the Purchase Consideration shall be adjusted in accordance with a manner to be mutually agreed between the Company and the Vendor. 

Independent advice letter from AER to the non-interested shareholders and non-interested directors of the company in relation to the proposed acquisition and proposed call option

The Board has appointed Asia Equity Research Sdn Bhd (“AER”), an independent valuation firm to undertake a valuation of the ESSB. The Board has taken note of the indicative valuation by AER. The final valuation report by AER will be disclosed in the circular to shareholders of the Company.

Proposed disposal by CLSB of its entire equity interests in Guper Resources Sdn Bhd and Ultra Trinity Sdn Bhd to Dolphin Assets Sdn Bhd for an aggregate cash consideration of RM22,452,000

Basis and justification of the Purchase Consideration

The range of market values of the entire equity interest of FESB of between RM44.0 million to RM53.0 million for the entire equity interest of FESB, as appraised by Asia Equity Research Sdn Bhd, the independent valuer appointed by the Board, which was derived based on a price-to-earnings (“P/E”) multiple approach.

The Purchase Consideration was arrived at on a “willing buyer-willing seller” basis based on the Acquiree Companies’ fair equity value of RM377 million. The fair equity value is derived in accordance with the valuation report prepared by the appointed independent valuer, Asia Equity Research Sdn. Bhd.

-Proposed acquisition of the entire equity interest in Tunas Selatan Pagoh Sdn Bhd

The Purchase Consideration was arrived at on a willing-buyer and willing-seller basis, after taking into consideration, inter-alia, the following:- 

The appraised fair value for the entire equity interest in TSP, based on 40% of the entire equity interest in Sime Darby Property Selatan Satu Sdn Bhd dated 6 October 2020, as appraised by AER, the Independent Valuer appointed by our Board (save for the Interested Directors). 

Proposed acquisition of the remaining 45% equity interest in HL Rubber Industries Sdn Bhd

The Company has appointed Asia Equity Research Sdn. Bhd. (“Independent Adviser”) on 11 January 2021 as the independent adviser in relation to the Proposed Acquisition for the following:-

(i) to comment as to whether the Proposed Acquisition is fair and reasonable in so far as the shareholders of HLT are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming such opinion;

(ii) to advise the shareholders of HLT whether they should vote in favour of the Proposed Acquisition; and

(iii) to take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in subparagraphs (i) and (ii) above.

Acting as adviser in assisting the preparation of circular to shareholders in relation to the proposed acquisition of two (2) pieces adjoining freehold land held under Geran No. 98024, LOT 15738, Mukim 12, Daerah Barat Daya, Pulau Pinang and Geran No. 98023, LOT 15737, Mukim 12, Daerah Barat Daya, Pulau Pinang with a total area of approximately 4.89 acres by Ivory Utilities Sdn Bhd, a wholly owned subsidiairy of Ivory Properties Group Bhd from C P Landmark Sdn Bhd and Augustine Line Sdn Bhd for a total cash consideration of RM142,794,956 (“Proposed Acquisition”)

The circular was issued and dated 10 November 2020.

Proposal to Lease

In view of the interest of the Interested Directors and the Interested Major Shareholders in the Proposal as set out in Section 7, Part A of this Circular, the Proposal is a related party transactions and in compliance with the Paragraph 10.08 of the Listing Requirements, the Company had on 8 July 2020 appointed AER as the Independent Adviser to advise HCK’s non-interested directors and non-interested shareholders on whether the Proposal are fair and reasonable and whether the Proposal are to the detriment of HCK’s non-interested shareholders. A copy of the independent advice letter issued by AER to the non-interested shareholders is attached as Part B of this Circular. 

The independent advice letter was issued and dated 10 September 2020. 

Proposed Major Disposal

Considering that the Proposed Disposal is a related party transaction pursuant to Paragraph 10.08 of the Listing Requirements, the Company had appointed AER on 28 November 2018, as the Independent Adviser to advise the non-interested shareholders. 

In addition, since the Proposed Disposal also represents a major disposal pursuant to Paragraph 10.11A of the Listing Requirements, AER shall also:

(i) comment as to whether the Proposed Disposal is fair and reasonable in so far as the shareholders of Sinotop are concerned, including the reasons for the key assumptions made and the factors taken into consideration in forming that opinion. In arriving at such opinion, AER should comply with the relevant provisions relating to an independent adviser’s recommendation in Schedule 2, Part III of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC; 

(ii) advise the shareholders of Sinotop on whether they should vote in favour of the Proposed Disposal; and 

(iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs (i) and (ii) above.

The independent advice letter was issued and dated 30 July 2020;

Basis and justification for the Purchase Consideration, The Purchase Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following key factors:

(i) the range of market value of the entire equity interest in AP F&B of between RM 20.9 million and RM 22.8 million as at 27 February 2020, being the date of valuation, as appraised by Asia Equity Research, the independent valuer appointed by our Board (save for the Interested Directors)

AER’s independent valuation letter was included in circular issued and dated 14 May 2020.

Basis and justification for the Purchase Consideration

The Disposal Consideration was arrived at on a “willing-buyer willing-seller” basis after taking into consideration the following key factors: 

(i) the range of market value of the entire equity interest in AP F&B of between RM 20.9 million and RM 22.8 million as at 27 February 2020, being the date of valuation, as appraised by Asia Equity Research, the independent valuer appointed by our Board (save for the Interested Directors)

AER’s independent valuation letter was included in circular issued and dated 12 May 2020

Proposed Acquisition

In view of the interest of the interested major shareholders as set out in Section 7 above, the Proposed Acquisition is a related party transaction pursuant to Paragraph 10.08(2) of the MMLR. Accordingly, in compliance with paragraph 10.08 of the MMLR, Asia Equity Research Sdn Bhd (“AER”) has been appointed to act as the Independent Adviser to advise the non-interested shareholder on 6 December 2019.

The independent advice letter was issued and dated 23 April 2020.

The Business Valuation Report, whereby the fair value for the Business to CPLS ranges from RM 14.3 million to RM 16.8 million. The Business Valuation Report is disclosed in Appendix III of this Circular and TA Securities is of the view that the major assumptions used by the Valuer in the Business Valuation Report are reasonable after considering own assessment and discussion with the Valuer. 

AER’s independent valuation letter was included in circular issued and dated 26 December 2019. 

The fair value range of the Subject Companies, together with the Included Lands but without the Excluded Lands and the Sale of Petro-Land, within a range of RM 101.1million to RM 116.0 million. 

AER’s independent valuation letter was included in circular issued and dated 4 December 2019

Basis and justification in arriving at the Purchase Consideration

The Purchase Consideration was arrived at on a “willing buyer-willing seller” basis after taking into consideration the following:

(i) KPS’s profit after tax (“PAT”) and net assets (“NA”) of approximately RM15.3 million and RM234.5 million respectively, based on its audited consolidated financial statements for the financial year ended (“FYE”) 31 December 2018;

(ii) The indicative value of the entire equity interest in KPS of between RM 150.2 million and RM 167.0 million as at 31 December 2018, as appraised by Asia Equity Research Sdn Bhd (“AER”), being an independent valuer appointed by the Company, vide its letter dated 21 October 2019 (“KPS Valuation Letter “)

“AER” or “Independent Valuer″ the independent valuer, a company licensed by Securities Commission Malaysia in providing advisory in Corporate Finance and Investment Advice 

The fair value range of the entire equity interest in INL within a range of AED 81.0 million to AED 115.0 million as appraised by AER vide their Business Valuation Letter, adopting the discounted FCFE method. The Business Valuation Letter is included in Appendix I of this Circular.

AER’s independent valuation letter was included in circular issued and dated 28 March 2019.

Asia Equity Research Sdn Bhd (1103848-M), being the independent firm of registered valuers appointed by NCB to undertake a valuation of the business of Northport

(a) Northport (Port operations)

In considering the fairness of the Offer Price, we have relied on AER’s valuation on Northport, to arrive at the valuation of NCBs port operations. As we have relied on AER’s valuation in forming our opinion in respect of the fairness of the Offer, we have assessed and are satisfied with AER’s qualification, expertise, experience, credibility and scope of engagement. We have also evaluated and are satisfied with the results of the valuation based on the reasonableness of the methodologies, key assumptions made and risks highlighted by AER in its valuation as set out in Appendix IV of this IAC. AER in its letter dated 14 December 2015 had valued the entire equity interest of Northport within the range of RM1,847 million to RM1,947 million.

AER’s independent valuation letter was included in the independent advice circular issued and dated 28 December 2015.