OSK HOLDINGS BERHAD ("OSKH" OR THE "COMPANY")

Transcription

1 OSK HOLDINGS BERHAD ("OSKH" OR THE "COMPANY") I. PROPOSED ACQUISITION BY OSKH OF A TOTAL OF 177,642,601 ORDINARY SHARES OF RM1.00 EACH IN OSK PROPERTY HOLDINGS BERHAD ("OSKP") ("OSKP SHARE(S)"), REPRESENTING APPROXIMATELY 73.6% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OSKP (EXCLUDING 3,172,800 TREASURY SHARES) FOR A TOTAL PURCHASE CONSIDERATION OF RM355,285,202 OR RM2.00 PER OSKP SHARE TO BE SATISFIED ENTIRELY BY THE ISSUANCE OF 177,642,601 NEW ORDINARY SHARES OF RM1.00 EACH IN OSKH ("OSKH SHARE(S)") AT AN ISSUE PRICE OF RM2.00 PER OSKH SHARE ("PROPOSED OSKP ACQUISITION"); II. III. IV. PROPOSED ACQUISITION BY OSKH OF A TOTAL OF 143,356,849 ORDINARY SHARES OF RM1.00 EACH IN PJ DEVELOPMENT HOLDINGS BERHAD ("PJD") ("PJD SHARE(S)), REPRESENTING APPROXIMATELY 31.7% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF PJD (EXCLUDING 4,778,300 TREASURY SHARES) FOR A TOTAL PURCHASE CONSIDERATION OF RM229,370,958 OR RM1.60 PER PJD SHARE TO BE SATISFIED ENTIRELY BY THE ISSUANCE OF 114,685,479 NEW OSKH SHARES AT AN ISSUE PRICE OF RM2.00 PER OSKH SHARE ("PROPOSED PJD ACQUISITION"); PROPOSED MANDATORY TAKE-OVER OFFER BY OSKH TO ACQUIRE THE REMAINING 63,559,672 OSKP SHARES, REPRESENTING APPROXIMATELY 26.4% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OSKP (EXCLUDING 3,172,800 TREASURY SHARES) AT AN OFFER PRICE OF RM2.00 PER OSKP SHARE TO BE SATISFIED EITHER FOR A CASH CONSIDERATION OR FOR A SHARE EXCHANGE OFFER OF OSKH SHARES ISSUED AT AN ISSUE PRICE OF RM2.00 PER OSKH SHARE BASED ON AN EXCHANGE RATIO OF ONE (1) OSKH SHARE FOR EVERY ONE (1) OSKP SHARE HELD AND THE REMAINING 105,471,442 OSKP WARRANTS C 2012/ 2017 ("OSKP OFFER WARRANT(S)") AT AN OFFER PRICE OF RM1.00 PER OSKP OFFER WARRANT TO BE SATISFIED ENTIRELY BY CASH ("PROPOSED OSKP OFFER"); PROPOSED VOLUNTARY TAKE-OVER OFFER BY OSKH TO ACQUIRE THE REMAINING 308,351,543 PJD SHARES, REPRESENTING APPROXIMATELY 68.3% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF PJD (EXCLUDING 4,778,300 TREASURY SHARES) AT AN OFFER PRICE OF RM1.60 PER PJD SHARE TO BE SATISFIED EITHER FOR A CASH CONSIDERATION OR FOR A SHARE EXCHANGE OFFER OF OSKH SHARES ISSUED AT AN ISSUE PRICE OF RM2.00 PER OSKH SHARE BASED ON AN EXCHANGE RATIO OF FOUR (4) OSKH SHARES FOR EVERY FIVE (5) PJD SHARES HELD AND THE REMAINING 213,458,972 PJD WARRANTS C 2010/ 2020 ("PJD OFFER WARRANT(S)") AT AN OFFER PRICE OF RM0.60 PER PJD OFFER WARRANT TO BE SATISFIED ENTIRELY BY CASH ("PROPOSED PJD OFFER"); V. PROPOSED DIVERSIFICATION OF THE BUSINESSES OF OSKH AND ITS SUBSIDIARY COMPANIES TO INCLUDE PROPERTY DEVELOPMENT AND CONSTRUCTION, MANUFACTURING AND TRADING OF CABLES AND BUILDING MATERIALS AS WELL AS HOTEL AND LEISURE ARISING FROM THE PROPOSED OSKP ACQUISITION AND THE PROPOSED PJD ACQUISITION ("PROPOSED DIVERSIFICATION"); VI. PROPOSED EXEMPTION TO TAN SRI ONG LEONG WONG JOO HWA AND THE PARTIES ACTING IN CONCERT WITH HIM, UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR ALL THE REMAINING OSKH SHARES NOT ALREADY HELD BY THEM PURSUANT TO THE PROPOSED OSKP ACQUISITION, THE PROPOSED PJD ACQUISITION, THE PROPOSED OSKP OFFER AND THE PROPOSED PJD OFFER ("PROPOSED EXEMPTION"); 1

2 VII. PROPOSED BONUS ISSUE OF UP TO 237,740,204 WARRANTS IN OSKH ("WARRANT(S)") TO THE EXISTING SHAREHOLDERS OF OSKH ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY FOUR (4) EXISTING OSKH SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE OF WARRANTS"); VIII. IX. PROPOSED DECLARATION AND PAYMENT OF A SPECIAL CASH DIVIDEND OF RM0.15 FOR EVERY ONE (1) EXISTING OSKH SHARE HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED SPECIAL CASH DIVIDEND"); PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF OSKH FROM RM1,500,000,000 COMPRISING 1,500,000,000 OSKH SHARES TO RM3,000,000,000 COMPRISING 3,000,000,000 OSKH SHARES ("PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL"); AND X. PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF OSKH ("PROPOSED AMENDMENTS") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS") 1. INTRODUCTION On behalf of the Board of Directors of OSK Holdings Berhad ("OSKH" or the "Company" or "Purchaser") ("Board"), RHB Investment Bank Berhad ("RHBIB") wishes to announce that the Company had, on 15 October 2014, entered into the following agreements:- i. A conditional share sale agreement ("SSA") with Tan Sri Ong Leong Wong Joo Hwa ("Tan Sri Ong"), Land Management Sdn Bhd ("LMSB") and the parties acting in concert with them ("PAC"), namely Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min, Ong Ju Xing and J.B. Properties Sdn Bhd ("JBPSB") (collectively known as "OSKP Vendors") to acquire a total of their 177,642,601 ordinary shares of RM1.00 each in OSKP ("OSKP Share(s)") ("OSKP Sale Share(s)"), representing approximately 73.6% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares) for a total purchase consideration of RM355,285,202 or RM2.00 per OSKP Share ("OSKP Purchase Consideration") to be satisfied entirely by the issuance of 177,642,601 new ordinary shares of RM1.00 each in OSKH ("OSKH Share(s)" or "Share(s)") ("Consideration Share(s)") at an issue price of RM2.00 per Consideration Share ("OSKP Agreement") ("Proposed OSKP Acquisition"); and ii. A conditional SSA with Dindings Consolidated Sdn Bhd ("DCSB"), Puan Sri Khor Chai Moi ("Puan Sri Khor") and the PAC, namely Tan Sri Ong, Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min, Ong Ju Xing, LMSB, Ladang Setia Sdn Bhd ("LSSB") and Wong Chong Shee (collectively known as "PJD Vendors") to acquire a total of their 143,356,849 ordinary shares of RM1.00 each in PJD ("PJD Share(s)") ("PJD Sale Share(s)"), representing approximately 31.7% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares) for a total purchase consideration of RM229,370,958 or RM1.60 per PJD Share ("PJD Purchase Consideration") to be satisfied entirely by the issuance of 114,685,479 new Consideration Shares at an issue price of RM2.00 per Consideration Share ("PJD Agreement") ("Proposed PJD Acquisition"), (OSKP and PJD are collectively referred to as the "Acquiree Companies"). (OSKP Vendors and PJD Vendors are collectively referred to as the "Vendors"). (The OSKP Agreement and the PJD Agreement are collectively referred to as the "Acquisition Agreements"). 2

3 The Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer would result in a significant change in the business direction or policy of OSKH pursuant to Chapter 7 of the Securities Commission ("SC")'s Equity Guidelines. In addition, the Proposed OSKP Acquisition and the Proposed PJD Acquisition are deemed as related party transactions under Paragraph of the Main Market Listing Requirements of Bursa Securities Berhad ("Bursa Securities"). Please refer to Section 14 of this Announcement for the details on the interests of directors, major shareholders and/ or person connected with them. In conjunction with the Proposed OSKP Acquisition and the Proposed PJD Acquisition, the Board has also resolved to undertake the following:- i. Proposed mandatory take-over offer by OSKH to acquire the remaining 63,559,672 OSKP Shares ("OSKP Offer Share(s)"), representing approximately 26.4% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares) at an offer price of RM2.00 per OSKP Offer Share to be satisfied either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of one (1) OSKH Share for every one (1) OSKP Offer Share held and the remaining 105,471,442 OSKP Warrants C 2012/ 2017 ("OSKP Offer Warrant(s)") at an offer price of RM1.00 per OSKP Offer Warrant to be satisfied entirely by cash ("Proposed OSKP Offer"); ii. Proposed voluntary take-over offer by OSKH to acquire the remaining 308,351,543 PJD shares ("PJD Offer Share(s)"), representing approximately 68.3% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares) at an offer price of RM1.60 per PJD Offer Share to be satisfied either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of four (4) OSKH Shares for every five (5) PJD Offer Shares held and the remaining 213,458,972 PJD Warrants C 2010/ 2020 ("PJD Offer Warrant(s)") at an offer price of RM0.60 per PJD Offer Warrant to be satisfied entirely by cash ("Proposed PJD Offer"); iii. iv. Proposed diversification of the businesses of OSKH and its subsidiary companies to include property development and construction, manufacturing and trading of cables and building materials as well as hotel and leisure arising from the Proposed OSKP Acquisition and the Proposed PJD Acquisition ("Proposed Diversification"); Proposed exemption to Tan Sri Ong and his PAC, under Practice Note 9 of the n Code on Take-Overs and Mergers, 2010 ("Code"), from the obligation to undertake a mandatory take-over offer for the remaining OSKH Shares not already held by them pursuant to the Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer ("Proposed Exemption"); v. Proposed bonus issue of up to 237,740,204 warrants in OSKH ("Warrant(s)") to the existing shareholders of OSKH on the basis of one (1) free Warrant for every four (4) existing OSKH Shares held on an entitlement date to be determined later ("Proposed Bonus Issue of Warrants"); vi. vii. viii. Proposed declaration and payment of a special cash dividend of RM0.15 for every one (1) existing OSKH Share held on an entitlement date to be determined later ("Proposed Special Cash Dividend"); Proposed increase in the authorised share capital of OSKH from RM1,500,000,000 comprising 1,500,000,000 OSKH Shares to RM3,000,000,000 comprising 3,000,000,000 OSKH Shares ("Proposed Increase in Authorised Share Capital"); and Proposed amendments to the Memorandum and Articles of Association of OSKH ("Proposed Amendments") 3

4 (The Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer, the Proposed PJD Offer, the Proposed Diversification, the Proposed Exemption, the Proposed Bonus Issue of Warrants, the Proposed Special Cash Dividend, the Proposed Increase in Authorised Share Capital and the Proposed Amendments are collectively referred to as the "Proposals"). 2. DETAILS OF THE PROPOSALS 2.1 Proposed OSKP Acquisition and Proposed PJD Acquisition Subject to the terms and conditions of the Acquisition Agreements, the OSKP Vendors and the PJD Vendors shall sell and the Purchaser, relying on the warranties and representations by the OSKP Vendors and the PJD Vendors, shall purchase the OSKP Sale Shares and PJD Sale Shares, respectively, free from all encumbrances and with all rights, benefits and advantages now and thereafter attached thereto, including all bonuses, rights, dividends and distributions declared made and paid as from the completion date of the SSA Proposed OSKP Acquisition Information on OSKP Group OSKP was incorporated in on 28 July 1990 under the Companies Act, 1965 ("Act") as a public limited company under the name of Tan Chow & Loh Holdings Berhad. It changed its name to Tan Chow Loh Holdings Berhad on 25 February 1991 and subsequently changed its name to TCL Premier Holdings Berhad ("TCL") on 29 January TCL was listed on the Main Board of Bursa Securities (presently known as the Main Market of Bursa Securities) on 28 January On 31 July 2002, TCL changed its name to OSKP and resumed trading under its new name on the Main Board of Bursa Securities. The principal activity of OSKP is investment holding whilst the principal activities of OSKP's subsidiary companies are property development, property investment and management. The principal market for the products and services of OSKP and its subsidiary companies ("OSKP Group") is. As at 19 September 2014, the authorised share capital of OSKP is RM500,000,000 comprising 500,000,000 OSKP Shares, of which RM244,375,073 comprising 244,375,073 OSKP Shares (including 3,172,800 treasury shares) have been issued and fully paid-up. The directors of OSKP and their respective shareholdings in OSKP as at 19 September 2014 are set out below:- Directors Nationality < Direct > < Indirect > No. of OSKP No. of OSKP Shares % Shares % Dato' Nik Mohamed Din bin Datuk Nik Yusoff ("Dato' Nik Din") n Tan Sri Ong n 67,337, ,216,891 * Ong Ju Xing n 5,590, ,000 *2 0.1 Ong Yee Ching Singaporean 395,

5 Directors Nationality < Direct > < Indirect > No. of OSKP No. of OSKP Shares % Shares % Foo San Kan n Dato' Thanarajasingam Subramaniam n Dr. Ngo Get Ping n Notes:- *1 *2 Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in LMSB and disclosure made pursuant to Section 134(12)(c) of the Act on the interests held by his children. Disclosure made pursuant to Section 134(12)(c) of the Act on the interest held by his spouse. The substantial shareholders of OSKP and their respective shareholdings in OSKP as at 19 September 2014 are set out below:- Substantial shareholders Nationality/ Place of incorporation < Direct > < Indirect > No. of OSKP Shares % No. of OSKP Shares % Tan Sri Ong n 67,337, ,029,437 * Puan Sri Khor n ,117,537 * LMSB 100,029, Notes:- *1 *2 Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in LMSB. Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in LMSB and JBPSB. A summary of the financial information of OSKP Group for the past three (3) financial years up to the financial year ended ("FYE") 31 December 2013 is set out below:- < Audited > < FYE 31 December > RM'000 RM'000 RM'000 Revenue 272, , ,699 Profit before tax ("PBT") 66,857 50,368 83,215 Profit after tax and non-controlling interests ("PATANCI") 24,623 31,521 55,463 Shareholders' funds/ Net assets ("NA") 339, , ,869 Total borrowings 204, , ,145 Gearing (times)

6 The revenue breakdown by business segments of OSKP Group for the past three (3) financial years up to the FYE 31 December 2013 is set out below:- < Audited > < FYE 31 December > Revenue RM'000 % RM'000 % RM'000 % Property development 272, , , Property investment and management 1, , , Holding entity 14, , , , , , Elimination (15,266) (5.6) (33,564) (15.6) (35,577) (7.8) Total 272, , , Please refer to Appendix I of this Announcement for further details on OSKP Group Basis and justification of arriving at the OSKP Purchase Consideration The OSKP Purchase Consideration of RM2.00 per OSKP Share was arrived at on a willing-buyer willing-seller basis, after taking into account the historical share price performance of OSKP for the past 12 months up to and including 14 October 2014, being the last trading day prior to signing the OSKP Agreement. The daily volume weighted average market prices ("VWAP") of OSKP Shares for the past 12 months up to and including 14 October 2014 are shown in the chart below:- (Source: Bloomberg) Based on the above, the OSKP Purchase Consideration of RM2.00 per OSKP Share is within the historical high and low daily VWAP of OSKP Shares of RM2.82 and RM1.31, respectively, for the past 12 months up to and including 14 October

7 The OSKP Purchase Consideration of RM2.00 per OSKP Share represents a discount to the following transacted prices of OSKP Shares:- Share Price Discount RM RM % Last transacted price of OSKP Shares as at 14 October (0.27) (11.9) Five (5)-day VWAP of OSKP Shares up to and including 14 October (0.34) (14.5) One (1)-month VWAP of OSKP Shares up to and including 14 October (0.49) (19.7) Three (3)-month VWAP of OSKP Shares up to and including 14 October (0.55) (21.6) Six (6)-month VWAP of OSKP Shares up to and including 14 October (0.33) (14.2) 12-month VWAP of OSKP Shares up to and including 14 October (0.08) (3.8) (Source: Bloomberg) Based on the above, the OSKP Purchase Consideration of RM2.00 per OSKP Share is within the range of a discount of 3.8% to 21.6% over the last transacted price of OSKP Shares as at 14 October 2014 and the historical VWAPs of OSKP Shares for the past 12 months up to and including 14 October Mode of settlement The OSKP Purchase Consideration will be satisfied entirely by the issuance of 177,642,601 OSKH Shares at an issue price of RM2.00 per OSKH Share in the following manner in accordance with the OSKP Agreement:- OSKP Vendors No. of OSKP Sale Shares Equity interest in OSKP OSKP Purchase Consideration % RM No. of Consideration Shares Tan Sri Ong 67,337, ,675,220 67,337,610 LMSB 100,029, ,058, ,029,437 Ong Yin Suen 2,621, ,242,954 2,621,477 Ong Yee Ching 395, , ,744 Ong Ju Yan 680, ,361, ,527 Ong Yee Min 899, ,799, ,625 Ong Ju Xing 5,590, ,180,162 5,590,081 JBPSB 88,100 -* 176,200 88,100 Total 177,642, ,285, ,642,601 Note:- * Negligible 7

8 Notwithstanding the above, if OSKP declares and pays any dividend and/ or other distributions ("Distributions") to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the closing of the Proposed OSKP Offer (save for the Distributions which were announced by OSKP before the date of this Announcement), OSKH will reduce the consideration for each OSKP Share by the quantum of the net Distributions per OSKP Share which such shareholder is entitled to retain. For the avoidance of doubt, no adjustment shall be made to the consideration in the event that the entitlement date for the Distributions is after the closing of the Proposed OSKP Offer. Similarly, if OSKH declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the OSKH Shares are issued as consideration pursuant to the Proposed OSKP Offer (save for the Distributions which were announced by OSKH before the date of this Announcement, the Proposed Special Cash Dividend and the Proposed Bonus Issue of Warrants), OSKH will increase the number of Consideration Shares to be issued by reducing the issue price of the OSKH Shares by the quantum of the net Distributions per OSKH Share which such shareholder of OSKP is not entitled to. For the avoidance of doubt, no adjustment shall be made to the issue price of the OSKH Shares in the event that the entitlement date for the Distributions is after the OSKH Shares are issued as consideration pursuant to the Proposed OSKP Offer Original cost and date of investment The original cost of investment of the OSKP Vendors in OSKP and the dates such investments were made from 1 January 2007 up to and including 19 September 2014 *1 are set out in the table below:- OSKP Vendors Date of Investment Number of OSKP Shares Cost of Investment RM i. Tan Sri Ong Shareholdings as at 31 December ,110,710 - *1 December ,053,000 1,015,619 October ,884,800 1,226,106 July , ,366 March , ,840 April ,000 24,800 September , ,154 Shareholdings as at 19 September ,337,610 ii. LMSB Shareholdings as at 31 December ,735,537 - *1 September ,000,000 3,000,000 January , ,644 May ,768,000 4,148,160 June ,760,700 9,359,596 July ,683,500 4,941,530 August , ,283 November , ,880 December ,091,000 1,087,874 January , ,432 February ,900 43,488 March , ,212 July ,521,900 1,960,889 Shareholdings as at 19 September ,029,437 8

9 OSKP Vendors Date of Investment Number of OSKP Shares Cost of Investment RM iii. Ong Yin Suen *2 Shareholdings as at 31 December ,621,477 - *1 Shareholdings as at 19 September ,621,477 iv. Ong Yee Ching Shareholdings as at 31 December ,344 - *1 July , ,212 Shareholdings as at 19 September ,744 v. Ong Ju Yan *2 Shareholdings as at 31 December ,527 - *1 Shareholdings as at 19 September ,527 vi. Ong Yee Min Shareholdings as at 31 December ,825 - *1 June , ,314 Shareholdings as at 19 September ,625 vii. Ong Ju Xing Shareholdings as at 31 December ,412,081 - *1 October ,178,000 1,365,538 December ,000, ,000 Shareholdings as at 19 September ,590,081 viii. JBPSB Shareholdings as at 31 December September ,000 46,000 October ,100 35,532 Shareholdings as at 19 September ,100 Notes:- *1 *2 The original cost of investment of the OSKP Vendors in OSKP and the dates such investments were made prior to 1 January 2007 are not available. For the avoidance of doubt, Ong Yin Suen and Ong Ju Yan have not dealt in OSKP Shares from 1 January 2007 up to and including 19 September Proposed PJD Acquisition Information on PJD Group PJD was incorporated in on 13 April 1965 under the Companies Ordinances, under the name of n Towels Limited. It changed its name to n Towels Sdn Berhad on 15 April 1966 and subsequently Textile Industries Sendirian Berhad on 28 September It subsequently converted into a public limited company on 26 March 1973 and changed its name to Textile Industries Berhad. It then changed its name to Emtex Corporation Berhad on 17 August 1983 and assumed its present name on 22 December PJD was listed on the Main Board of Bursa Securities on 17 June The principal activities of PJD are investment holding, property investment and provision of management services to subsidiary companies. The principal activities of PJD's subsidiary companies are property development, property management and construction, manufacturing and trading of cables and building materials as well as hotel and leisure businesses. The principal market for the products and services of PJD and its subsidiary companies ("PJD Group") is. As at 19 September 2014, the authorised share capital of PJD is RM1,000,000,000 comprising 1,000,000,000 PJD Shares, of which RM456,486,692 comprising 456,486,692 PJD Shares (including 4,778,300 treasury shares) have been issued and fully paid-up. 9

10 The directors of PJD and their respective shareholdings in PJD as at 19 September 2014 are set out below:- Directors Nationality < Direct > < Indirect > No. of PJD Shares % No. of PJD Shares % Tan Sri Ong n 241, ,722,481 * Puan Sri Khor n 32,779, ,113,841 * Wong Chong Shee n - - 4,004,000 *3 0.9 Ong Ju Xing n 218,000 - *4 8,656,860 *5 1.9 Yap Yoon Kong n - - 1,025,000 *6 0.2 Dato' Abdul Rahman bin Yusof n Loy Tuan Bee n Foo San Kan n Notes:- *1 *2 *3 *4 *5 *6 Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in DCSB and LMSB and disclosure made pursuant to Section 134(12)(c) of the Act on interests held by his children. Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in DCSB, LMSB and LSSB and disclosure made pursuant to Section 134(12)(c) of the Act on interests held by her children. Deemed interested by virtue of his shares held through Citigroup Nominees (Tempatan) Sdn Bhd Negligible Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in LSSB and disclosure made pursuant to Section 134(12)(c) of the Act on interest held by his spouse. Disclosure made pursuant to Section 134(12)(c) of the Act on interest held by his spouse. Substantial shareholders The substantial shareholders of PJD and their respective shareholdings in PJD as at 19 September 2014 are set out below:- Nationality/ Place of incorporation < Direct > < Indirect > No. of PJD Shares % No. of PJD Shares % Tan Sri Ong n 241, ,925,481 * Puan Sri Khor n 32,779, ,316,841 * DCSB 92,525, Notes:- *1 *2 Deemed interested pursuant to Section 6A of the Act by virtue of his substantial shareholdings in DCSB and LMSB. Deemed interested pursuant to Section 6A of the Act by virtue of her substantial shareholdings in DCSB, LMSB and LSSB. 10

11 A summary of the financial information of PJD Group for the past three (3) financial years up to the FYE 30 June 2014 is set out below:- < Audited > < FYE 30 June > RM'000 RM'000 RM'000 Revenue 638, ,985 1,169,502 PBT 69,045 80, ,566 PATANCI 52,282 60, ,999* Shareholders' funds/ NA 920, ,357 1,144,830 Total borrowings 345, , ,177 Gearing (times) Note:- * Including one-off gain on disposal of an investment property and a piece of development land of approximately RM million The revenue breakdown by business segments of PJD Group for the past three (3) financial years up to the FYE 30 June 2014 is set out below:- < Audited > < FYE 30 June > Revenue RM'000 % RM'000 % RM'000 % Property development and construction 310, , , Manufacturing and trading of cables and building materials 218, , , Hotel and leisure 108, , , Investment holding 1, , * Other operating segments 92 - * * * Total 638, , ,169, Note:- * Negligible Please refer to Appendix II of this Announcement for further details on PJD Group Basis and justification of arriving at the PJD Purchase Consideration The PJD Purchase Consideration of RM1.60 per PJD Share was arrived at on a willing-buyer willing-seller basis, after taking into account the historical share price performance of PJD for the past 12 months up to and including 14 October 2014, being the last trading day prior to signing the Acquisition Agreement. 11

12 The daily VWAP of PJD Shares for the past 12 months up to and including 14 October 2014 are shown in the chart below:- (Source: Bloomberg) Based on the above, the PJD Purchase Consideration of RM1.60 per PJD Share is within the historical high and low daily VWAP of PJD Shares of RM2.24 and RM1.10, respectively, for the past 12 months up to and including 14 October The PJD Purchase Consideration of RM1.60 per PJD Share represents a discount to the following transacted prices of PJD Shares:- Share Price Discount RM RM % Last transacted price of PJD Shares as at 14 October (0.18) (10.1) Five (5)-day VWAP of PJD Shares up to and including 14 October (0.18) (10.1) One (1)-month VWAP of PJD Shares up to and including 14 October (0.28) (14.9) Three (3)-month VWAP of PJD Shares up to and including 14 October (0.40) (20.0) Six (6)-month VWAP of PJD Shares up to and including 14 October (0.28) (14.9) 12-month VWAP of PJD Shares up to and including 14 October (0.04) (2.4) (Source: Bloomberg) Based on the above, the PJD Purchase Consideration of RM1.60 per PJD Share is within the range of a discount of 2.4% to 20.0% over the last transacted price of PJD Shares as at 14 October 2014 and the historical VWAPs of PJD Shares for the past 12 months up to and including 14 October

13 Mode of settlement The PJD Purchase Consideration will be satisfied entirely by the issuance of 114,685,479 OSKH Shares at an issue price of RM2.00 per OSKH Share in the following manner in accordance with the PJD Agreement:- PJD Vendors No. of PJD Sale Shares Equity interest in PJD Purchase PJD Consideration % RM No. of Consideration Shares Puan Sri Khor 32,779, ,446,729 26,223,365 DCSB 92,525, ,040,770 74,020,385 Tan Sri Ong 241, , ,441 Ong Yin Suen 20,000 -* 32,000 16,000 Ong Yee Ching 737, ,179, ,600 Ong Ju Yan 20,000 -* 32,000 16,000 Ong Yee Min 20,000 -* 32,000 16,000 Ong Ju Xing 218,000 -* 348, ,400 LMSB 4,400, ,040,000 3,520,000 LSSB 8,391, ,426,176 6,713,088 Wong Chong Shee 4,004, ,406,400 3,203,200 Total 143,356, ,370, ,685,479 Note:- * Negligible Notwithstanding the above, if PJD declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the closing of the Proposed PJD Offer (save for the Distributions which were announced by PJD before the date of this Announcement), OSKH will reduce the consideration for each PJD Share by the quantum of the net Distributions per PJD Share which such shareholder is entitled to retain. For the avoidance of doubt, no adjustment shall be made to the consideration in the event that the entitlement date for the Distributions is after the closing of the Proposed PJD Offer. 13

14 Similarly, if OSKH declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the OSKH Shares are issued as consideration pursuant to the Proposed PJD Offer (save for the Distributions which were announced by OSKH before the date of this Announcement, the Proposed Special Cash Dividend and the Proposed Bonus Issue of Warrants), OSKH will increase the number of Consideration Shares to be issued by reducing the issue price of the OSKH Shares by the quantum of the net Distributions per OSKH Share which such shareholder of PJD is not entitled to. For the avoidance of doubt, no adjustment shall be made to the issue price of the OSKH Shares in the event that the entitlement date for the Distributions is after the OSKH Shares are issued as consideration pursuant to the Proposed PJD Offer Original cost and date of investment The original cost of investment of the PJD Vendors in PJD and the dates such investments were made from 1 January 2007 up to and including 19 September 2014 *1 are set out in the table below:- PJD Vendors Date of Investment Number of PJD Shares Cost of Investment RM i. DCSB Shareholdings as at 31 December ,818,081 - *1 March ,433,200 1,533,177 April ,034, ,692 October ,617,000 1,728,243 November , ,140 December , ,347 Shareholdings as at 19 September ,525,481 ii. Puan Sri Khor *2 Shareholdings as at 31 December ,779,206 - *1 Shareholdings as at 19 September ,779,206 iii. Tan Sri Ong *2 Shareholdings as at 31 December ,802 - *1 Shareholdings as at 19 September ,802 iv. Ong Yin Suen Shareholdings as at 31 December *1 December ,000 10,000 Shareholdings as at 19 September ,000 v. Ong Yee Ching Shareholdings as at 31 December ,000 - *1 June , ,760 December ,000 10,000 Shareholdings as at 19 September ,000 vi. Ong Ju Yan Shareholdings as at 31 December *1 December ,000 10,000 Shareholdings as at 19 September ,000 vii. Ong Yee Min Shareholdings as at 31 December *1 December ,000 10,000 Shareholdings as at 19 September ,000 viii. Ong Ju Xing Shareholdings as at 31 December ,000 - *1 January ,000 24,750 August ,000 4,475 November ,000 36,936 December ,000 10,070 Shareholdings as at 19 September ,000 14

15 PJD Vendors Date of Investment Number of PJD Shares Cost of Investment RM ix. LMSB *2 Shareholdings as at 31 December ,400,000 - *1 Shareholdings as at 19 September ,400,000 x. LSSB Shareholdings as at 31 December ,775,360 - *1 March , ,248 Shareholdings as at 19 September ,391,360 xi. Wong Chong Shee Shareholdings as at 31 December ,800,000 - *1 December ,000 95,796 January ,000 63,050 January , ,500 June , ,040 May , ,500 November , ,000 Shareholdings as at 19 September ,004,000 Notes:- *1 *2 The original cost of investment of the PJD Vendors in PJD and the dates such investments were made prior to 1 January 2007 are not available. For the avoidance of doubt, Tan Sri Ong, Puan Sri Khor and LMSB have not dealt in PJD Shares from 1 January 2007 up to and including 19 September Basis of arriving at the issue price of the Consideration Shares The issue price of RM2.00 per Consideration Share was arrived at after taking into account the historical share price performance of OSKH for the past 12 months up to and including 14 October 2014, being the last trading day prior to signing the Acquisition Agreement. The daily VWAP of OSKH Shares for the past 12 months up to and including 14 October 2014 are shown in the chart below:- (Source: Bloomberg) Based on the above, the issue price of RM2.00 per Consideration Share is within the historical high and low transacted price of OSKH Shares of RM2.55 and RM1.58, respectively, for the past 12 months up to and including 14 October

16 The issue price of RM2.00 per Consideration Share represents a discount to the following transacted prices of OSKH Shares:- Share Price Discount RM RM % Last transacted price of OSKH Shares as at 14 October (0.14) (6.5) Five (5)-day VWAP of OSKH Shares up to and including 14 October (0.20) (9.1) One (1)-month VWAP of OSKH Shares up to and including 14 October (0.18) (8.3) Three (3)-month VWAP of OSKH Shares up to and including 14 October (0.27) (11.9) Six (6)-month VWAP of OSKH Shares up to and including 14 October (0.14) (6.5) 12-month VWAP of OSKH Shares up to and including 14 October (0.04) (2.0) (Source: Bloomberg) Based on the above, the issue price of RM2.00 per Consideration Share is within the range of a discount of 2.0% to 11.9% over the last transacted price of OSKH Shares as at 14 October 2014 and the historical VWAPs of OSKH Shares for the past 12 months up to and including 14 October Ranking of the Consideration Shares The Consideration Shares shall upon allotment and issue, rank pari passu in all respects with the existing OSKH Shares, save and except that they shall not be entitled to any dividends, rights, allotment and/ or other distributions which are declared, made or paid prior to the date of allotment of the Consideration Shares Liabilities to be assumed by OSKH Save for the obligations and liabilities in and arising from, under pursuant to or in connection with the Acquisition Agreements, the Proposed OSKP Offer and the Proposed PJD Offer, there are no other liabilities including contingent liabilities and guarantee to be assumed by OSKH arising from the Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer Additional financial commitment required Save for the OSKP Purchase Consideration of RM million, the PJD Purchase Consideration of RM million as well as the maximum consideration for the Proposed OSKP Offer and the Proposed PJD Offer of RM1, million, there are no additional financial commitments required by OSKH to put the Proposed OSKP Acquisition and the Proposed PJD Acquisition on-stream. As set out in Section and Section , both OSKP and PJD are an on-going business entity and both are listed on the Main Market of Bursa Securities Listing of the Consideration Shares or OSKH Shares An application will be made to Bursa Securities for the listing of and quotation for the Consideration Shares or OSKH Shares on the Main Market of Bursa Securities pursuant to the Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer. 16

17 2.2 Proposed OSKP Offer and Proposed PJD Offer Proposed OSKP Offer Upon completion of the Proposed OSKP Acquisition, OSKH will hold 177,642,601 OSKP Shares, representing approximately 73.6% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares) as at 19 September As the shareholdings of OSKH in OSKP will increase from nil to 73.6% following the Proposed OSKP Acquisition, OSKH is obliged to extend a mandatory take-over offer to acquire all the remaining 63,559,672 OSKP Shares not already held by OSKH, representing approximately 26.4% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares), at an offer price of RM2.00 per OSKP Offer Share to be satisfied by either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of one (1) OSKH Share for every one (1) OSKP Offer Share held and the remaining 105,471,442 OSKP Offer Warrants at an offer price of RM1.00 per OSKP Offer Warrant to be satisfied entirely by cash pursuant to Section 9(1)(a) of the Code. A notice of the mandatory take-over offer will be served to the shareholders and warrantholders of OSKP after the completion of the Proposed OSKP Acquisition. Notwithstanding the above, if OSKP declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the closing of the Proposed OSKP Offer (save for the Distributions which were announced by OSKP before the date of this Announcement), OSKH will reduce the consideration for each OSKP Offer Share by the quantum of the net Distributions per OSKP Offer Share which such shareholder is entitled to retain. For the avoidance of doubt, no adjustment shall be made to the consideration in the event that the entitlement date for the Distributions is after the closing of the Proposed OSKP Offer. Similarly, if OSKH declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the OSKH Shares are issued as consideration pursuant to the Proposed OSKP Offer (save for the Distributions which were announced by OSKH before the date of this Announcement, the Proposed Special Cash Dividend and the Proposed Bonus Issue of Warrants), OSKH will increase the number of OSKH Shares to be issued as consideration by reducing the issue price of the OSKH Shares by the quantum of the net Distributions per OSKH Share which such shareholder of OSKP is not entitled to. For the avoidance of doubt, no adjustment shall be made to the issue price of the OSKH Shares in the event that the entitlement date for the Distributions is after the OSKH Shares are issued as consideration pursuant to the Proposed OSKP Offer. Please refer to Section of this Announcement for the historical transacted prices analysis for OSKP Offer Shares. Please refer to Section of this Announcement for the historical transacted prices analysis of OSKH Shares. 17

18 The cash consideration of RM1.00 per OSKP Offer Warrant represents a discount to the following transacted prices of OSKP Offer Warrants:- Warrant Price Discount RM RM % Last transacted price of OSKP Offer Warrant as at 14 October (0.36) (26.5) Five (5)-day VWAP of OSKP Offer Warrant up to and including 14 October (0.36) (26.5) One (1)-month VWAP of OSKP Offer Warrant up to and including 14 October (0.61) (37.9) Three (3)-month VWAP of OSKP Offer Warrant up to and including 14 October (0.60) (37.5) Six (6)-month VWAP of OSKP Offer Warrant up to and including 14 October (0.31) (23.7) 12-month VWAP of OSKP Offer Warrant up to and including 14 October (0.04) (3.8) (Source: Bloomberg) Proposed PJD Offer Upon completion of the Proposed PJD Acquisition, OSKH will hold 143,356,849 PJD Shares, representing approximately 31.7% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares) as at 19 September The Board has resolved to undertake a voluntary take-over offer in accordance with the Code to acquire all the remaining 308,351,543 PJD Shares not already held by OSKH, representing approximately 68.3% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares), at an offer price of RM1.60 per PJD Offer Share to be satisfied either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of four (4) OSKH Shares for every five (5) PJD Offer Shares held and the remaining 213,458,972 PJD Offer Warrants at an offer price of RM0.60 per PJD Offer Warrant to be satisfied entirely by cash. A notice of the voluntary take-over offer will be served to the shareholders and the warrantholders of PJD after the completion of the Proposed PJD Acquisition. Notwithstanding the above, if PJD declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the closing of the Proposed PJD Offer (save for the Distributions which were announced by PJD before the date of this Announcement), OSKH will reduce the consideration for each PJD Offer Share by the quantum of the net Distributions per PJD Offer Share which such shareholder is entitled to retain. For the avoidance of doubt, no adjustment shall be made to the consideration in the event that the entitlement date for the Distributions is after the closing of the Proposed PJD Offer. 18

19 Similarly, if OSKH declares and pays any Distributions to its shareholders whereby the entitlement date for such Distributions is after the date of this Announcement but before the OSKH Shares are issued as consideration pursuant to the Proposed PJD Offer (save for the Distributions which were announced by OSKH before the date of this Announcement, the Proposed Special Cash Dividend and the Proposed Bonus Issue of Warrants), OSKH will increase the number of OSKH Shares to be issued as consideration by reducing the issue price of the OSKH Shares by the quantum of the net Distributions per OSKH Share which such shareholder of PJD is not entitled to. For the avoidance of doubt, no adjustment shall be made to the issue price of the OSKH Shares in the event that the entitlement date for the Distributions is after the OSKH Shares are issued as consideration pursuant to the Proposed PJD Offer. Please refer to Section of this Announcement for the historical transacted prices analysis for PJD Offer Shares. Please refer to Section of this Announcement for the historical transacted prices analysis of OSKH Shares. The cash consideration of RM0.60 per PJD Offer Warrant represents a discount to the following transacted prices of PJD Offer Warrants:- Warrant Price Discount RM RM % Last transacted price of PJD Offer Warrant as at 14 October (0.29) (32.6) Five (5)-day VWAP of PJD Offer Warrant up to and including 14 October (0.29) (32.6) One (1)-month VWAP of PJD Offer Warrant up to and including 14 October (0.35) (36.8) Three (3)-month VWAP of PJD Offer Warrant up to and including 14 October (0.44) (42.3) Six (6)-month VWAP of PJD Offer Warrant up to and including 14 October (0.34) (36.2) 12-month VWAP of PJD Offer Warrant up to and including 14 October (0.11) (15.5) (Source: Bloomberg) The maximum cash payment of RM1, million, which forms part of the consideration for the Proposed OSKP Offer and the Proposed PJD Offer, shall be funded by internally generated funds and/ or bank borrowings by OSKH. 2.3 Proposed Diversification Currently, OSKH and its subsidiary companies ("OSKH Group" or the "Group") are principally involved in investment holding, capital financing and property investment. 19

20 The revenue and PBT breakdown by business segments (continuing operations) of OSKH Group for the past three (3) financial years up to the FYE 31 December 2013 are set out below:- < Audited > < FYE 31 December > 2011 * Revenue RM'000 % RM'000 % RM'000 % Investment holding 16, , ,327 * Capital financing 25, , , Property investment 20, , , , , , Eliminations (33,852) (116.9) (88,832) (217.4) (103,854) (169.5) Total 28, , , Notes:- *1 *2 The financial information are based on the audited financial statements, which are prepared pursuant to the Bank Negara ("BNM")/ GP8 (Guidelines on Financial Reporting for Licensed Institutions) Includes the dividend income from an associated company, namely RHB Capital Berhad ("RHB Capital") < Audited > < FYE 31 December > PBT RM'000 % RM'000 % RM'000 % Investment holding (5,147) (19.5) 20,072 * ,622 * 83.8 Capital financing 16, (6,667) (44.3) 20, Property investment 25, , , , , , Eliminations (10,664) (40.5) (8,368) (55.7) - - Total 26, , , Note:- * Included the share of profits of an associated company, namely RHB Capital For the avoidance of doubt, the revenue and PBT breakdown by business segments (continuing operations) of OSKH Group for the past three (3) financial years up to the FYE 31 December 2013 as mentioned above exclude the discontinued operations as reported in 2011 and 2012 in relation to the disposal of its investment bank, namely OSK Investment Bank Berhad ("OSKIB"), and the related businesses to RHB Capital, which was completed on 9 November The principal activities of OSKP Group are property development, property investment and management and holding entity. 20

21 The revenue and the PBT breakdown by business segments of OSKP Group for the past three (3) financial years up to the FYE 31 December 2013 are set out below:- < Audited > < FYE 31 December > Revenue RM'000 % RM'000 % RM'000 % Property development 272, , , Property investment and management 1, , , Holding entity 14, , , , , , Elimination (15,266) (5.6) (33,564) (15.6) (35,577) (7.8) Total 272, , , < Audited > < FYE 31 December > PBT RM'000 % RM'000 % RM'000 % Property development 64, , , Property investment and management 1, , (652) (0.8) Holding entity 12, , , , , , Elimination (12,662) (18.9) (20,329) (40.4) (39,961) (48.0) Total 66, , , Please refer to Appendix I of this Announcement for further information on OSKP Group. The principal activities of PJD Group are investment holding, property development, property management and construction, manufacturing and trading of cables and building materials as well as hotel and leisure businesses. The revenue and the profit after tax breakdown by business segments of PJD Group for the past three (3) financial years up to the FYE 30 June 2014 are set out below:- < Audited > < FYE 30 June > Revenue RM'000 % RM'000 % RM'000 % Property development and construction 310, , , Manufacturing and trading of cables and building materials 218, , , Hotel and leisure 108, , , Investment holding 1, , * Other operating segments 92 - * * * Total 638, , ,169, Note:- * Negligible 21

22 < Audited > < FYE 30 June > Profit after tax RM'000 % RM'000 % RM'000 % Property development and 17, , , construction Manufacturing and trading of 20, , , cables and building materials Hotel and leisure 6, , (11,595) (5.4) Investment holding 9, (4,398) (7.3) Other operating segments (797) (1.5) (916) (1.5) (845) (0.4) Total 52, , , Please refer to Appendix II of this Announcement for further information on PJD Group. The Board proposes to seek the approval from shareholders of OSKH for the Proposed Diversification pursuant to Paragraph of the Main Market Listing Requirements of Bursa Securities as set out below:- A listed issuer must obtain its shareholders' approval in a general meeting for any transaction or business arrangement which might reasonably be expected to result in either; i. The diversion of 25% or more of the NA of the listed issuer to an operation which differs widely from those operations previously carried on by the listed issuer; or ii. The contribution from such an operation of 25% or more of the net profits of the listed issuer. OSKP was a subsidiary company of OSKH prior to 30 September As a condition for granting OSKIB, a wholly-owned subsidiary company of OSKH then, a license to operate as an investment bank, BNM and the SC have imposed a condition that OSKH as the holding company of OSKIB has to divest its shareholding in OSKP by 31 December As such, OSKH has undertaken a distribution-in-specie of OSKP Shares to the shareholders of OSKH in However, Tan Sri Ong remains as a substantial shareholder of OSKP in his personal capacity subsequent to the distribution. In addition, Tan Sri Ong was first appointed as a Non-Independent Non-Executive Director of OSKP on 8 September 2000 and retired in He was re-appointed as the Executive Director of OSKP on 1 March 2011 and then re-designated as the Managing Director/ Chief Executive Officer on 7 February 2013, a position of which he currently holds. Despite the divestment of OSKP in 2008, Tan Sri Ong was re-appointed as the Executive Director of OSKP on 1 March 2011 and continues to provide guidance and manage the businesses of OSKP. In addition, the son of Tan Sri Ong, namely Ong Ju Xing, was also appointed as the Executive Director of OSKP on 9 October