(COLLECTIVELY (I) AND (II) ABOVE ARE REFERRED TO AS THE PROPOSED DEBT SETTLEMENT )

Transcription

1 BCB BERHAD ( BCB OR COMPANY ) PROPOSED FULL AND FINAL SETTLEMENT OF THE AMOUNT OWING BY MARVEL PLUS DEVELOPMENT SDN BHD ( MPD ) OF RM10,869, TO BCB CONSTRUCTION SDN BHD ( BCB CONSTRUCTION ), A WHOLLY-OWNED SUBSIDIARY OF BCB, VIA: (I) (II) THE TRANSFER BY MPD TO BCB CONSTRUCTION OF TWENTY THREE (23) UNITS OF UNCOMPLETED DOUBLE STOREY TERRACED SHOP OFFICES AND FOUR (4) UNITS OF COMPLETED DOUBLE STOREY SEMI-DETACHED HOUSES, TWO (2) UNITS OF COMPLETED THREE STOREY SEMI-DETACHED HOUSES AND TWO (2) UNITS OF COMPLETED DOUBLE STOREY DETACHED HOUSES ALL LOCATED IN TAMAN SAUJANA, MUKIM OF KLUANG, DISTRICT OF KLUANG, JOHOR DARUL TAKZIM (COLLECTIVELY REFERRED TO AS PROPERTIES ) BASED ON A CUMULATIVE CONSIDERATION VALUE OF RM10,571,125.00; AND CASH PAYMENT BY MPD TO BCB OF RM297, (COLLECTIVELY (I) AND (II) ABOVE ARE REFERRED TO AS THE PROPOSED DEBT SETTLEMENT ) 1. INTRODUCTION Reference is made to the announcement of the Company dated 26 October 2010, where it was announced that BCB had entered into a Memorandum of Understanding ( MoU ) with Global Earnest Sdn Bhd ( GE ), which sets out the terms and conditions by which GE has agreed to settle, by way of set-off of the amount owing by GE, MPD and Wawasan Perumahan (Johor) Sdn Bhd to BCB and its subsidiaries ( BCB Group ) then totaling RM47,996, ( Contract Sum ). On 18 April 2011, on behalf of the Board of Directors of BCB ( Board ), Public Investment Bank Berhad announced that BCB had on the even date entered into an agreement with GE to settle the amount owing by GE to BCB ( GE Announcement ). As at the date of the GE Announcement, BCB was still in the midst of discussions with MPD to finalise the terms of settlement of the amount due from MPD. Pursuant thereto, the Board wishes to announce that BCB Construction, had on 17 April 2012, entered into an agreement with MPD to fully settle its debt to BCB Construction via the Proposed Debt Settlement ( Agreement ). 2. DETAILS OF THE PROPOSED DEBT SETTLEMENT The Proposed Debt Settlement involves the full and final settlement of an amount of RM10,869, owing by MPD to BCB as at 31 March 2012 ( Debt ) to be satisfied via: the transfer of the Properties for a total consideration of RM10,571,125 to BCB Construction; and cash payment by MPD to BCB Construction of RM297, (the amount of the cash payment is referred herein as Balance Payment ). The Properties consist of: twenty-three (23) uncompleted double storey terraced shop offices ( Uncompleted Properties ); and four (4) units of completed double storey semi-detached houses, two (2) units of completed three storey semi-detached houses and two (2) units of completed double storey detached houses ( Completed Properties ), all located in Taman Saujana, Kluang, Johor Darul Takzim. The details of the Uncompleted Properties and Completed Properties are set out in Appendix I

2 2.1 Consideration for the Proposed Debt Settlement Properties The settlement consideration for the Properties was arrived at on a willing buyerwilling seller basis after taking into consideration the market value of the Properties, as appraised by Azmi & Co (Shah Alam) Sdn Bhd ( Azmi & Co ), being the independent registered valuer appointed by BCB. Azmi & Co had on 12 March 2012 assessed the market value of the: Uncompleted Properties to be RM6,724,500.00, based on the assumption that the Uncompleted Properties are presently completed in accordance with the approved building plans and issued with Certificates of Completion and Compliance ( CCC ); and Completed Properties to be RM4,403,000.00, based on recent comparable transactions undertaken within the same vicinity. In addition, MPD and BCB Construction have mutually agreed that MPD shall grant a five per cent (5%) discount to the market value of the Properties as appraised by Azmi & Co which would result in the settlement value of the Properties to be reduced to RM10,571, ( Settlement Price ). For illustration purposes, the amount due to BCB Construction and the settlement consideration by MPD are depicted in the table below: Amount owing by MPD to BCB Construction 10,869, Market value of the Properties 11,127, Less: Discount of 5% to market value (556,375.00) Less: Settlement Price (10,571,125.00) Balance Payment (in cash) 297, RM Balance Payment The remaining balance of the total amount due to BCB Construction from MPD after the transfer of Properties is RM297, This amount would be settled by cash within fourteen (14) days from the date of the execution of the Agreement. 2.2 Salient terms of the Agreement Manner of settlement The Uncompleted Properties and the Completed Properties have been valued at RM6,724, (upon completion) and RM4,403, respectively, with a total value of RM11,127, ( Total Value ) and MPD has agreed to grant BCB Construction a five percent (5%) discount from the Total Value, resulting in the transaction value of the Properties to be reduced to RM10,571, which represents the Settlement Price as part settlement of the Debt

3 MPD agrees to transfer the ownership and title of the Uncompleted Properties and the Completed Properties to BCB Construction but subject to all restrictions in interest, all conditions and category of land use expressed and implied or imposed upon relating to or affecting the Uncompleted Properties and the Completed Properties or to which the Uncompleted Properties and the Completed Properties are subject to, and BCB Construction accepts the transfer of the ownership and title of the Uncompleted Properties and the Completed Properties at the Settlement Price as part settlement of the Debt. (a) (b) (c) Upon execution of the Agreement, MPD shall, at its own cost and expense and as expeditiously as possible, execute a valid and registrable Memorandums of Transfer in respect thereof in favour of BCB Construction and MPD shall forthwith forward the same together with the separate document of titles of the Uncompleted Properties and the Completed Properties to BCB Construction. After the execution of the Agreement, MPD shall within fourteen (14) days from the date of the Agreement pay BCB Construction a sum of RM297, being the Balance Payment. For avoidance of doubt, upon execution of the Agreement and subject to the due observance of all the terms and conditions to be performed therein, it is agreed as follows: (aa) (bb) that BCB Construction shall be at liberty to sell the Uncompleted Properties and the Completed Properties to any other persons and MPD upon the instructions of BCB Construction shall cause to be transferred the ownership and title of the Uncompleted Properties and the Completed Properties so sold, directly in favour of such other persons; that BCB Construction shall also be entitled to transfer the ownership and title of the Uncompleted Properties and the Completed Properties in favour of any other persons, which may be nominated by BCB Construction; and Provided that the stamp duty payable on the transfer of the Uncompleted Properties and the Completed Properties as aforesaid shall be borne by BCB Construction and/or the transferees. (iii) The Debt shall be deemed fully settled and the liability of MPD in respect of the Debt shall only be discharged only upon the following events: (a) (b) upon delivery of the valid and registrable Memoranda of Transfer and the separate document of titles in respect for each of the Uncompleted Properties and the Completed Properties to BCB Construction in accordance with Section 2.2.1(a) above; and receipt of the Balance Payment by BCB Construction

4 (iv) Notwithstanding completion in the manner set out in Section 2.2.1(iii) above MPD shall remain liable as follows: (a) in respect of the Uncompleted Properties, (aa) (bb) to complete and deliver vacant possession of the same in accordance with the provisions of Section 2.2.2(iii) below, failing which MPD shall be liable to pay on demand to BCB Construction as agreed liquidated damages at the rate of ten percent (10%) per annum on the Individual Selling Price (as defined in Section 2.2.2(v) herein) calculated from day to day commencing from the due date of delivery of vacant possession to the date of delivery of vacant possession to BCB Construction: and to make good any defect, shrinkage or other faults in the Uncompleted Properties which shall become apparent within the period of twenty-four (24) calendar months after the date BCB Construction takes possession thereof which are due to defective workmanship or materials or the Uncompleted Properties are not constructed in accordance with the building specifications and the approved building plans. (b) in respect of the Completed Properties, (aa) (bb) to deliver vacant possession of the same in accordance with the provisions of Clause 2.2.2(iv) below, failing which MPD shall be liable to pay on demand to BCB Construction as agreed liquidated damages at the rate of ten percent (10%) per annum on the Individual Selling Price (as defined in Section 2.2.2(v) herein) calculated from day to day commencing from the due date of delivery of vacant possession to the date of delivery of vacant possession to BCB Construction; and to make good any defect, shrinkage or other faults in the Completed Properties which shall become apparent within a period of twenty-four (24) calendar months after the date BCB Construction takes possession of the Completed Properties which are due to defective workmanship or materials or the Completed Properties not having been constructed in accordance with the building specifications and the approved building plans. (v) (vi) All outgoings including but not limited to quit rents, rates, taxes, assessments and other charges imposed or to be imposed by the Government or such other competent authorities in respect of the Uncompleted Properties and Completed Properties as from the date of execution of the Agreement shall be borne solely by BCB Construction when the same shall fall due or become payable to the Government or such other competent authorities. MPD and BCB Construction herein acknowledge that it is impractical to make provisions for every contingency that may arise in the course of implementation of the Agreement and MPD and BCB Construction hereby declare their intention to proceed on the basis of good faith and use their best endeavours to give effect to the terms herein in the spirit in which they were agreed and MPD and BCB Construction herein agreed to do or cause to be done all necessary acts and things including to execute all necessary documents for the implementation of the Agreement

5 2.2.2 Representations and warranties by MPD MPD represents and warrants as follows: (iii) (iv) (v) that MPD has verified the amount of the Debt and confirm that it is correct and undisputable and is due and payable to BCB Construction; that MPD is the registered and/or beneficial of the Uncompleted Properties and is constructing a double-storey shop office on each of them; that MPD warrants and undertake to complete the construction of the Uncompleted Properties (including the infrastructure which shall include the roads driveways, drains culverts, sewerage mains and sewerage plant, serving the Uncompleted Properties) and to deliver vacant possession of the same to BCB Construction within twenty-four (24) months from the date of the Agreement and that the Uncompleted Properties will be constructed in good and workmanlike manner, in accordance with the standard and requirements of the relevant authorities and in accordance with the building specifications and the approved building plans of each of the Uncompleted Properties annexed as Schedule 2 in the Agreement and further to ensure that the certificates of fitness and/or certificates of completion and compliance in respect thereof are duly issued; that MPD is the registered and/or beneficial owner of the Completed Properties and has completed the construction of the Completed Properties, which have been constructed in good and workmanlike manner, in accordance with the standard and requirements of the relevant authorities and in accordance with the building specifications and the approved building plans of each of the Completed Properties annexed as Schedule 4 in the Agreement whereby certificates of fitness and/or certificates of completion and compliance in respect thereof have been duly issued and MPD further undertakes to deliver vacant possession of the Completed Properties to BCB Construction on the date of the Agreement; that the selling price of each of the Uncompleted Properties and the Completed Properties are as detailed below: Uncompleted Properties Title no. Lot no. Selling price (RM) , , , , , , , , , , , , , , , , , , , , , , , Sub-total 6,724,

6 Completed Properties Title no. Lot no. Selling price (RM) , , , , , , , , Sub-total 4,403, Total 11,127, MPD further warrants that the selling price of each of the Uncompleted Properties (upon completion) and the Completed Properties shall not be less than the selling price of each of them as detailed above ( Individual Selling Price ) for a minimum period of three (3) years from the date of the Agreement; (vi) (vii) that in the event that BCB Construction fails to sell or dispose the Uncompleted Properties (upon completion) and the Completed Properties at the Individual Selling Price during that time period mentioned in Section 2.2.2(v) above, MPD undertakes to pay BCB Construction upon demand the shortfall between the Individual Selling Price and the prices of the respective Properties are sold by BCB Construction; and that the Uncompleted Properties and the Completed Properties are free from encumbrances save for those made known in the Agreement and no impediment exists which will impede or obstruct their sale and transfer to BCB Construction or in favour of any other persons, which may be nominated by BCB Construction Representations and warranties by BCB Construction BCB Construction represents and warrants that it shall grant time to MPD to settle the Debt in accordance with the terms of the Agreement, to forbear and to withhold and not to commence any legal proceedings against MPD in respect of the Debt during the term of the Agreement Events of termination In the event of the following: that the transfer of the Uncompleted Properties and the Completed Properties could not be effected to BCB Construction or in favour of such other persons or any other persons in accordance with Section 2.2.1(c)(aa) and Section 2.2.1(c)(bb) above or the document of titles of the same cannot be registered in favour of BCB Construction or in favour of such other persons or any other persons in accordance with Section 2.2.1(c)(aa) and Section 2.2.1(c)(bb) above for any reasons whatsoever; or that BCB Construction fails to receive the Balance Payment from MPD within the stipulated time in the Agreement and not remedied within fourteen (14) days after a notice in writing from BCB Construction to MPD to remedy the same; or - 6 -

7 (iii) (iv) that MPD breaches any of the representations and/or warranties made in the Agreement or shall fail to perform or observe any of the other provisions, undertakings, covenants or terms set out in the Agreement which is not remedied within fourteen (14) days after a notice in writing from BCB Construction to MPD to remedy the same; or that MPD shall become, suffers or permits a distress or execution or other process of a court of competent jurisdiction to be levied upon or issued or threatened to be levied or issued or any encumbrancer to take possession of, or a receiver, liquidator or trustee to be appointed over the whole or any part of its undertaking, property or assets or the issuance of a winding up petition against it, 2.3 Assumption of liabilities the Agreement shall automatically terminate and the whole of the Debt or the whole of the Balance Payment thereof (after taking into account any part or portion of the Debt satisfied in the manner provided herein) shall forthwith become due and payable by MPD to BCB Construction (whether or not demanded by BCB Construction). There will be no liability (including contingent liabilities and guarantees) to be assumed by the BCB Group arising from the Proposed Debt Settlement. 2.4 Information on MPD MPD was incorporated in Malaysia under the Companies Act, 1965 on 14 June 1993 as a private limited company. MPD s current authorised share capital is RM5,000,000 comprising 5,000,000 ordinary shares of RM1.00 each while its issued and paid-up share capital is RM1,850,000 comprising 1,850,000 ordinary shares of RM1.00 each. The shareholders who are also the directors of MPD and their shareholdings in MPD are as follows: As at 17 April 2012 Direct Indirect Shareholders No. of shares % No. of shares % Datin Lim Sui Yong 1,295, Tan Vin Sern 555, Total 1,850, MPD is principally involved in property development. Based on the audited financial statements of MPD for the FYE 30 September 2010, MPD recorded a profit after tax of RM517, and the net assets of MPD is RM5,461, Conditionality The Proposed Debt Settlement is not conditional upon any other proposal(s) undertaken by BCB. 2.6 Additional financial commitment BCB does not expect to incur any additional material financial commitment for the Proposed Debt Settlement save for fees payable to professionals engaged by BCB for this corporate exercise

8 3. RATIONALE OF THE PROPOSED DEBT SETTLEMENT The Debt due from MPD to BCB Construction mainly arose from services provided by BCB Construction including hiring of machineries and providing road and pavement construction services to MPD. However as at this juncture, there are uncertainties in the repayment of the Debt by MPD. In view that the Debt has been overdue, BCB Construction and MPD have agreed to settle the matter by setting off the Debt via the Proposed Debt Settlement which will ensure BCB Construction fully recovers the Debt and provides BCB Construction with an upside in terms of realisable value should BCB Construction dispose-off the Properties in excess of the price it currently has procured the Properties for. The Proposed Debt Settlement would benefit the BCB Group as it will: enable BCB Construction to fully recover the amount owing by MPD; result in BCB Construction having ownership of the Properties and also enable BCB to realise the potential profit from the sale of the Properties in view that the Settlement Price is at a five percent (5%) discount to the Total Value of the Properties which is lower than the total Individual Selling Price. In addition, there is minimal downside risk to BCB as MPD has undertaken to pay BCB Construction any shortfall (if any), arising from the disposal of the Properties below their respective Individual Selling Price. In summary, the Proposed Debt Settlement would enable BCB Construction to fully recover the Debt, but more importantly, the Properties fit into the core business of the BCB Group and hence, are expected to contribute positively to the future financial performance of the BCB Group when the Properties are sold in the future. 4. EFFECTS OF THE PROPOSED DEBT SETTLEMENT 4.1 Share capital and substantial shareholders shareholding The Proposed Debt Settlement will not have any effect on the issued and paid-up share capital and the substantial shareholders shareholding of BCB as it does not involve any issuance of new shares or other securities by BCB. 4.2 Earnings The Proposed Debt Settlement is not expected to have any material effect on the consolidated earnings and consolidated earnings per share of the BCB Group for the financial year ending 30 June Pursuant to the Proposed Debt Settlement, BCB would own the Properties transacted at RM10,571, with a market value of RM11,127, as appraised by Azmi & Co. which when sold in the future, is expected to contribute positively to the future earnings of the BCB Group. 4.3 Net assets and gearing The Proposed Debt Settlement is not expected to have any material effect on the net assets and gearing of the BCB Group for the financial year ending 30 June

9 5. INDUSTRY OVERVIEW AND PROSPECTS OF THE PROPERTIES 5.1 Overview and prospects of the Malaysian economy The Malaysian economy recorded a steady pace of growth of 5.1% in 2011, despite the challenging international economic environment. Growth was lower in the first half of the year, particularly in the second quarter, as the economy was affected by the overall weakness in the advanced economies and the disruptions in the global manufacturing chain arising from the natural disaster in Japan. Although the global economic environment became increasingly more challenging and uncertain in the second half-year, Malaysia s economic growth improved due to stronger domestic demand. Looking forward, amid the more challenging external environment, Malaysia s economy is projected to experience a steady pace of growth of 4.0% - 5.0% in Domestic demand is expected to remain resilient and will continue to be the anchor for growth. Several measures that were announced in the 2012 Budget are expected to provide support to private consumption. These include the upward revision of public sector wages and the one-off financial assistance to low and middle-income groups. Private investment will be supported by domestic-oriented industries and the ongoing implementation of projects under the Economic Transformation Programme (ETP). The public sector will remain supportive of growth in 2012, with higher capital expenditure by both the Federal Government and the non-financial public enterprises. The implementation of the Special Stimulus Package through Private Financing Initiative that was announced in the 2012 Budget would provide further impetus to real activity during the year. (Source: Bank Negara Malaysia Annual Report 2011) 5.2 Overview and prospects of the property industry in Malaysia The Malaysian property market continued to be encouraging in tandem with the positive growth of the economy. The review period registered 214,764 transactions worth RM64.75 billion. Against the first half of 2010, the volume and value of transactions recorded double digit growth of 18.1% and 29.7% respectively. Likewise, the volume and value of transactions increased against second half of 2010 albeit at a lower 10.2% and 12.6% respectively. In terms of market activity, all sub-sectors in first half of 2011 registered improved performance compared to the corresponding half year of The highest increase was recorded by the residential sub-sector at 23.1%, followed by industrial (15.4%), development land (13.4%), commercial (12.3%) and agricultural (8.9%) sub-sectors. Against the preceding half-year, increased transactions volume were recorded by the development land (18.9%), residential (13.5%), agricultural (5.5%), commercial (0.6%) sub-sectors, whilst the industrial sub-sector decreased by 1.3%. The residential sub-sector remained dominant, capturing 62.4% of total market share. This was followed by the agricultural (20.2%), commercial (9.8%), development land (5.1%) and industrial sub-sectors (2.4%). In terms of value, residential subsector contributed the highest to the overall transactions value with 46.8% contribution. (Source: Property Market Report First Half 2011, Valuation and Property Services Department, Ministry of Finance, Malaysia) 5.3 Overview and prospects of the residential sub-sector The residential sub-sector registered an improved performance with a turnaround in growth. Construction of residential properties, particularly in the high-end segment, picked up significantly following a recovery in building approvals in The combination of robust demand, lower overhang, and higher land and building materials costs resulted in higher house prices in The average national house price rose at a faster pace of 8.6% in the first three quarters of the year, significantly above the average growth rate of 3.7% between 2000 and Moving forward, the residential sub-sector is projected to grow at a slower pace as developers shift focus to mass market housing from the high-end segment. (Source: Bank Negara Malaysia Annual Report 2011) - 9 -

10 5.4 Overview and prospects of the non-residential sub-sector In the non-residential sub-sector, growth moderated after posting a strong double-digit growth in the previous year. Concerns over the oversupply of office space, particularly in the Klang Valley, affected the sub-sector s performance in the second half of the year. Moving forward, the growth in the non-residential sub-sector is expected to be sustained, owing to public sector expenditure on hospitals and schools. (Source: Bank Negara Malaysia Annual Report 2011) 5.5 Overview and prospects of the Properties The Properties are situated in an ongoing mixed housing development area known as Taman Saujana in the township of Kluang, Johor Darul Takzim. Taman Saujana is a 250-acre freehold mixed development project. The neighborhood is developed with a variety of residential, commercial and industrial structures. The neighborhood is well located within the administrative area of Majlis Perbandaran Kluang. The Properties are located within a few minutes drive away from other established housing estates in Kluang (Taman Desa, Taman Kluang Barat etc.), recreational centre (Stadium Kluang) and industrial area (Kawasan Perindustrian Mengkibol). Other predominant landmarks located within the immediate vicinity of the Properties include Malaysian Mosaic Limited and Institut Tadbiran Awam Negara. Based on the foregoing location, the management of BCB is of the view that demand for the Properties would be encouraging and can be realised at least the selling price guaranteed by MPD. (Source: Valuation reports on the Properties by Azmi & Co dated 23 March 2012) 6. RISK FACTORS The Company has considered amongst others, the following in their evaluation of the risks associated with the Proposed Debt Settlement. 6.1 Sales of the Properties The consideration of the Properties was arrived at after taking into consideration the market value as appraised by Azmi & Co. Although the value of the Properties is transacted at a five percent (5%) discount to its appraised value, however, in the event that the Properties cannot be sold, there could be a potential holding cost to BCB for these Properties. Nevertheless, it should be noted that as stipulated in the Agreement, MPD represents and warrants that the selling price of each of the Uncompleted Properties (upon completion) and the Completed Properties shall not be less than the Individual Selling Price. In the event that BCB Construction fails to sell or dispose the Uncompleted Properties (upon completion) and the Completed Properties at the Individual Selling Price, MPD undertakes to pay BCB Construction upon demand the shortfall between the Individual Selling Price and the prices the Uncompleted Properties (upon completion) and the Completed Properties are sold by BCB Construction. 6.2 Incompletion of the construction of the Uncompleted Properties Development projects are often subject to various regulatory approvals. The completion of the Uncompleted Properties on time is dependent on many external factors, such as uninterrupted/adequate labour supply, weather conditions, obtaining the regulatory approvals as scheduled, securing construction materials in adequate amounts, favourable credit/financing terms and satisfactory performance of building contractors appointed to construct the Uncompleted Properties

11 While MPD warrants to undertake and complete the construction of the Uncompleted Properties within the stipulated timeframe provided in the Agreement and that the Uncompleted Properties will be constructed in good and workmanlike manner in accordance with the standard and requirements of the relevant authorities and to obtain the certificates of fitness and/or CCC, there can be no assurance that these factors will not have any adverse impact on the BCB Group s financial position from the delay and/or incompletion of the construction of the Uncompleted Properties. 6.3 Default by MPD In the event of default by MPD of the terms of the Agreement, such as non-fulfillment of any conditions precedent and/or material breach of any provisions of the Agreement, this may result in the Agreement being terminated. Pursuant thereto, the amount owing by MPD to BCB will revert back to an amount owing by MPD to BCB, and MPD will have to explore other means of repaying this debt to BCB. Notwithstanding the above, BCB will within its means, endeavour to ensure that MPD fulfill all the conditions precedent which are set out in the Agreement within the anticipated timeframe. However, there is no assurance that MPD would not default in the fulfillment of all the conditions precedent to complete the Agreement. 7. PERCENTAGE RATIOS Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ), the highest percentage ratio applicable to the Proposed Debt Settlement is 3.29%, based on the latest audited financial statements of BCB for the financial year ended 30 June DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS 8.1 Interested Major Shareholders Dato Tan Seng Leong, a major shareholder and the Group Managing Director of BCB, is the spouse of Datin Lim Sui Yong and the father of Tan Vin Sern. As such, Dato Tan Seng Leong is deemed interested in the Proposed Debt Settlement. Dato Tan Seng Leong is also the father of Tan Lindy and Tan Vin Shyan and the brother of Tan Lay Hiang and Tan Lay Kim. Datin Lim Sui Yong, being a major shareholder of BCB, is also the director and a major shareholder of MPD. As such, Datin Lim Sui Yong is deemed interested in the Proposed Debt Settlement. Datin Lim Sui Yong is also the spouse of Dato Tan Seng Leong and the mother of Tan Vin Sern, Tan Lindy and Tan Vin Shyan. Datin Lim Sui Yong is also the sister-in-law of Tan Lay Hiang and Tan Lay Kim. 8.2 Interested Directors Dato Tan Seng Leong is the spouse of Datin Lim Sui Yong and the father of Tan Vin Sern. As such, Dato Tan Seng Leong is deemed interested in the Proposed Debt Settlement. Dato Tan Seng Leong is also the father of Tan Lindy and Tan Vin Shyan and the brother of Tan Lay Hiang and Tan Lay Kim. Tan Vin Sern, being an Executive Director of BCB, is also the director and a major shareholder of MPD. As such, Tan Vin Sern is deemed interested in the Proposed Debt Settlement

12 Tan Lindy, being an Executive Director of BCB, is the daughter of Datin Lim Sui Yong and the sister of Tan Vin Sern. As such, Tan Lindy is deemed interested in the Proposed Debt Settlement. Tan Vin Shyan, being an Executive Director of BCB, is the son of Datin Lim Sui Yong and the brother of Tan Vin Sern. As such, Tan Vin Shyan is deemed interested in the Proposed Debt Settlement. Tan Vin Sern, Tan Lindy and Tan Vin Shyan are also the children of Dato Tan Seng Leong and the nephews and niece of Tan Lay Hiang and Tan Lay Kim. Tan Lay Hiang, being an Executive Director of BCB, is the sister-in-law of Datin Lim Sui Yong and the aunt of Tan Vin Sern. As such, Tan Lay Hiang is deemed interested in the Proposed Debt Settlement. Tan Lay Kim, being an Executive Director of BCB, is the sister-in-law of Datin Lim Sui Yong and the aunt of Tan Vin Sern. As such, Tan Lay Kim is deemed interested in the Proposed Debt Settlement. Tan Lay Hiang and Tan Lay Kim are also the sisters of Dato Tan Seng Leong and aunts of Tan Lindy and Tan Vin Shyan. (Dato Tan Seng Leong, Tan Vin Sern, Tan Lindy, Tan Vin Shyan, Tan Lay Hiang and Tan Lay Kim are collectively hereinafter referred to as the Interested Directors.) Save as disclosed above, none of the Directors and major shareholders of BCB and/or persons connected to them have any interest, direct or indirect in the Proposed Debt Settlement. 9. CONDITIONS OF THE PROPOSED DEBT SETTLEMENT The Proposed Debt Settlement is not conditional on any approval from any parties and/or relevant authorities. 10. RELATED PARTY TRANSACTIONS The total amount transacted between the Company and the related parties to the Proposed Debt Settlement in the twelve (12) months up to 31 March 2012 was approximately RM4,210, DIRECTORS STATEMENT The Board, save for the Interested Directors, having considered all aspects of the Proposed Debt Settlement including but not limited to the rationale, financial effects, valuation of the Properties, terms of the Agreement and risks associated is of the opinion that the Proposed Debt Settlement is fair and reasonable and in the best interest of the Company. 12. AUDIT COMMITTEE S STATEMENT The Audit Committee of BCB, having considered all aspects of the Proposed Debt Settlement, including but not limited to the rationale, financial effects, valuation of the Properties, terms of the Agreement and risks associated with the Proposed Debt Settlement, is of the opinion that the Proposed Debt Settlement is: (iii) in the best interest of BCB; fair and reasonable based on normal commercial terms; and not detrimental to the interest of the non-interested shareholders

13 13. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Debt Settlement is expected to be completed in the second quarter of DOCUMENTS AVAILABLE FOR INSPECTION The Agreement and the SPAs may be inspected at the Registered Office of BCB at No. 4B, 2 nd & 3 rd Floor, Jalan Sentol, South Wing Kluang Parade, Kluang, Johor Darul Takzim during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 17 April