Previously, the Board of MMC had announced the following:

Transcription

1 MMC CORPORATION BERHAD ( MMC OR COMPANY ) PROPOSED ACQUISITION OF 37,459,501 ORDINARY SHARES IN PENANG PORT SDN BHD ( PPSB ) REPRESENTING APPROXIMATELY 51.0% ORDINARY EQUITY INTEREST IN PPSB BY MMC PORT HOLDINGS SDN BHD ( MMC PORT OR THE PURCHASER ), A WHOLLY-OWNED SUBSIDIARY OF MMC FROM SEAPORT TERMINAL (JOHORE) SDN BHD ( STJSB OR THE VENDOR ) FOR A CASH CONSIDERATION OF RM220.0 MILLION ( PROPOSED 51% ACQUISITION ) 1. INTRODUCTION The Board of Directors ( Board ) of MMC wishes to announce that, on 3 April 2017, MMC Port had entered into a conditional share sale and purchase agreement with STJSB to acquire the remaining 37,459,501 ordinary shares in PPSB ( PPSB Shares ), representing approximately 51.0% ordinary equity interest in PPSB ( Purchase Shares ) ( SPA ) for a cash consideration of RM220.0 million ( Purchase Consideration ) subject to the terms and conditions contained in the SPA. Previously, the Board of MMC had announced the following: (i) (ii) on 5 August 2016, the Board of MMC announced that MMC had on even date, entered into a conditional share sale and purchase agreement with STJSB to acquire 35,990,501 PPSB Shares representing approximately 49.0% ordinary equity interest in PPSB for a cash consideration of RM200.0 million subject to the terms and conditions contained in the said agreement ( 49% Acquisition ). In addition, on 27 March 2017, MMC nominated MMC Port, to be the transferee of the 35,990,501 PPSB Shares representing approximately 49.0% ordinary equity interest in PPSB and the 49% Acquisition was completed on the same day; and on 13 January 2017, the Board of MMC announced that MMC had entered into a conditional share sale and purchase agreement with Seaport Management Services Sdn Bhd, a wholly-owned subsidiary of STJSB, to acquire 7,000 ordinary shares in KMB Seaport Sdn Bhd ( KMB Seaport ) representing 70.0% ordinary equity interest in KMB Seaport and 4,990,000 irredeemable convertible cumulative preference shares in KMB Seaport, for a cash consideration of RM21.0 million subject to the terms and conditions contained in the said agreement ( Proposed KMB Seaport Acquisition ). The Proposed 51% Acquisition is deemed as a related party transaction pursuant to Paragraph of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Malaysia ) ( Listing Requirements ). Please refer to Section 12 of this announcement for the details on the interests of the Directors, major shareholders and/or persons connected with them. Upon completion of the Proposed 51% Acquisition, MMC Port s shareholding in PPSB will increase from 49.0% to 100.0% and PPSB will be a wholly-owned subsidiary company of MMC Port. 2. THE PROPOSED 51% ACQUISITION 2.1 Details of the Proposed 51% Acquisition The Proposed 51% Acquisition entails the acquisition by MMC Port of the Purchase Shares from STJSB at the Purchase Consideration to be satisfied entirely by cash

2 2.1.1 Basis and justification of the Purchase Consideration The Purchase Consideration was arrived at on a willing buyer-willing seller basis after taking into consideration the following: (i) Valuation of estimated range of fair market values of PPSB between RM327.4 million to RM490.1 million ( Valuation ), as appraised by Deloitte Corporate Advisory Services Sdn Bhd ( DCAS ), whom our Company had appointed to conduct the Valuation. DCAS issued its valuation letter dated 3 April 2017 ( Valuation Letter ). The Company noted that the Valuation was arrived at using the discounted cash flow method as the primary approach (income approach) and guideline public company method (market approach) as a sense check to the primary approach. In undertaking the valuation, DCAS had considered, inter alia, the following: (a) (b) (c) (d) (e) The audited and management accounts of PPSB for the financial year ended ( FYE ) 31 December 2013, 31 December 2014, 31 December 2015 and 31 December 2016, projections and supporting information; Internal desktop research for the information required for application of the selected methodologies; Where the discounted cash flow method is applied, DCAS has considered the projections and discount rates; Where the guideline public company method is applied, DCAS has considered the selected guideline public companies, the selected pricing multiples and the estimation of future maintainable earnings; and Net debt and non-operating debt and/or surplus assets (if any). It should be noted that the Valuation is based on the assumption, amongst others, that PPSB s business of operating, managing and maintaining the ferry services with a fleet of ferries and the operation, maintenance and management of repair facilities at Bagan Dalam Slipway ( Ferry Business ) will not be part of the business of PPSB on the completion of the Proposed 51% Acquisition i.e. the Valuation is solely based on the port services. Effectively this means that the Valuation is arrived at on the basis of PPSB having completed the disposal of the Ferry Business at the time of the completion of the Proposed 51% Acquisition. In this respect, the Purchase Consideration is within the range of the Valuation. (ii) The future earnings potential as well as the potential synergistic benefits to MMC and its subsidiaries ( MMC Group or Group ) arising from the Proposed 51% Acquisition as outlined in Sections 6 and 9 of this announcement Salient terms and conditions of the SPA The salient terms and conditions of the SPA include, inter-alia, the following: (i) Parties to the SPA The Parties to the SPA are STJSB as the Vendor and MMC Port as the Purchaser. Under the SPA, STJSB shall sell, and MMC Port shall purchase, the Purchase Shares subject to the terms and conditions of the SPA

3 (ii) Purchase Consideration The Purchase Consideration for the sale and purchase of the Purchase Shares is payable by MMC Port to STJSB as follows: (a) (b) RM22.0 million (being 10% of the Purchase Consideration) within one (1) week from the execution of the SPA as a refundable deposit ( Deposit ); and RM198.0 million ( Balance Purchase Consideration ) upon completion of the SPA. The Deposit shall be refunded if the SPA is terminated due to non-fulfilment of conditions precedent, or due to an event of default on the part of STJSB or due to a force majeure event. (iii) Conditions Precedent The sale and purchase of the Purchase Shares under the SPA are subject to the fulfilment of the conditions precedent as set out in the SPA, some of which are set out below: (a) (b) (c) (d) (e) the completion by PPSB of the disposal of the Ferry Business upon terms and conditions acceptable to MMC Port; STJSB or PPSB obtaining the written approval and/or confirmation of no objection from Unit Kerjasama Awam Swasta (or the Public Private Partnership Unit) of the Prime Minister s Department, Malaysia ( UKAS ), to the transfer of the Purchase Shares from STJSB to MMC Port ( UKAS Approval ); STJSB or PPSB obtaining the written waiver from the Penang Port Commission ( PPC ) to the applicable covenants set out in the privatisation agreement of the Penang Port as supplemented ( Penang Port Privatisation Agreement ) relating to a change in the shareholders and shareholding structure of PPSB as a result of the transfer of the Purchase Shares from STJSB to MMC Port ( PPC Approval ); STJSB or PPSB obtaining the written approval from the lenders pursuant to the terms of the existing RM1,161,408,399 syndicated banking facilities granted to PPSB ( Existing Facilities ), to the change in shareholders and shareholding structure of PPSB as a result of the transfer of the Purchase Shares from STJSB to MMC Port ( Lenders Approval ); and the approval of the shareholders of MMC for the purchase of the Purchase Shares ( MMC Shareholders Approval ). (iv) Conditions Precedent Fulfilment Period The conditions precedent under the SPA is to be fulfilled within a period of six (6) months from the date of the SPA. In the event that any of the conditions precedent is not obtained or fulfilled or waived within this period, the parties agree that the time period for fulfilment of the conditions precedent shall be extended. The duration for the extension shall be mutually agreed between the parties in writing

4 (v) Completion The completion of the SPA ( Completion ) shall take place within five (5) business days from the fulfilment of all conditions precedent ( Completion Period ) whereby the parties shall mutually agree on a date for Completion to take place within the Completion Period ( Completion Date ). On the Completion Date, STJSB is to deliver, amongst others, the original share certificate in respect of all the Purchase Shares and the duly executed and valid share transfer form signed by STJSB (as transferor) in favour of MMC Port in respect of the Purchase Shares, and MMC Port is to pay the Balance Purchase Consideration to STJSB. (vi) Termination of the SPA The SPA may be terminated if: (a) (b) (c) (d) the conditions precedent are not fulfilled or waived, as the case may be, within the agreed timeframe; MMC Port defaults by not paying the Purchase Consideration or fails to complete the purchase of the Purchase Shares; an event of default is committed by STJSB, such as: (i) failure to complete the sale of the Purchase Shares; (ii) any of warranties given by STJSB becoming untrue and is not rectified; (iii) STJSB breaching any material terms of the SPA and such material breach is not rectified; or the occurrence of a force majeure event for more than three (3) months. 2.2 Mode of settlement The Purchase Consideration will be satisfied entirely by cash in accordance with the SPA. 2.3 Liabilities to be assumed The Purchase Shares are presently charged to secure the repayment of the Existing Facilities by PPSB. Unless a similar requirement is imposed as part of the terms and conditions of the Lenders Approval, there are no other liabilities, contingent liabilities or guarantees to be assumed by MMC pursuant to the Proposed 51% Acquisition. All existing liabilities of PPSB will be settled by PPSB in its ordinary course of business. 2.4 Additional financial commitment Apart from the Purchase Consideration and any financial commitment on the part of MMC Port in relation to the undertaking imposed on PPSB relating to additional equity injection of RM200,000,000 into PPSB pursuant to the Penang Port Privatisation Agreement and the terms of the Existing Facilities, MMC does not anticipate any additional financial commitments which it may require in respect of PPSB arising from the Proposed 51% Acquisition. As an on-going and operating business entity, PPSB is expected to fund its business on its own either through internally generated funds and/or borrowings. 2.5 Source of funding The Proposed 51% Acquisition will be funded via a combination of internally generated funds and/or bank borrowings, the proportion of which will be determined at a later stage

5 3. BACKGROUND INFORMATION 3.1 Penang Port Located in the state of Penang, in the north-west of Peninsular Malaysia, Penang Port is the oldest port in Malaysia, founded by the British East India Company in The port serves as the main gateway for shippers in the northern states of Malaysia and the southern provinces of Thailand. Prior to 1994, Penang Port was managed by the PPC. Subsequent to that, PPSB was incorporated on 7 December 1993 to undertake the corporatisation of Penang Port. To further improve the operational efficiency of the port and to further enhance its service offerings, Penang Port was privatised in The port is strategically located along the Straits of Malacca, one of the busiest shipping routes in the world. Penang Port is equipped to handle all types of cargo such as containers, liquid bulk, dry bulk and break bulk, and PPSB also provides a multitude of services to cater for their safe and efficient transit via the port s various terminals and facilities. Apart from cargo, PPSB also manages a passenger cruise terminal. 3.2 PPSB PPSB was incorporated in Malaysia on 7 December 1993 under the name of Penang Port Sdn Bhd as a private limited company and is deemed registered under the Companies Act, The principal activities of PPSB are operating, maintaining, managing and provision of port facilities and other related services under a licence issued by the PPC. In addition, PPSB also maintains, develops, operates and administers a free commercial zone under the Free Zones Act, 1990 and carries out the activities of warehousing services. The share capital and the number of issued shares of PPSB as at 31 March 2017, being the latest practicable date prior to this announcement ( LPD ) is RM73,450,003 with 73,450,002 ordinary shares and 1 special rights redeemable preference share ( Special Share ). Minister of Finance (Incorporated) is the holder of the Special Share. As at the LPD, PPSB does not have any subsidiary or associate company. 3.3 Substantial shareholders As at LPD, the substantial shareholders of PPSB and their respective shareholdings in PPSB are as follows: Direct Indirect Name Country of No. of PPSB % No. of PPSB % incorporation Shares Shares STJSB Malaysia 37,459, ,990,501* 49.0 MMC Port Malaysia 35,990, Note: * MMC Port is a wholly-owned subsidiary of MMC, which in turn is a subsidiary of STJSB

6 3.4 Directors The Directors of PPSB and their respective shareholdings in PPSB as at LPD are as follows: < Direct > <------Indirect------> Name Nationality No. of PPSB Shares Dato Syed Mohamad bin Syed Murtaza (Chairman) % No. of PPSB Shares Malaysian % Dato' Sri Che Khalib bin Mohamad Noh (Director) Datuk Ooi Teik Huat (Director) Ian Brian James (Director) Dr. Sharifah Adlina binti Syed Abdullah (Director) Siva Sangar Krishnan (Director) Malaysian Malaysian Singaporean Malaysian Malaysian Historical financial information A summary of the key financial data of PPSB based on its audited financial statements for the past two (2) financial years up to FYE 31 December 2015 and the unaudited financial statements for FYE 31 December 2016 are as follows: < Audited > Unaudited 31 December 2014* (RM 000) (Restated) 31 December 2015* (RM 000) 31 December 2016* (RM 000) Revenue 353, , ,141 Profit before taxation ,328 16,581 Profit after taxation 311 2,217 14,235 Paid-up share capital 73,450 73,450 73,450 Shareholders funds/ Net Assets ( NA ) 429, , ,902 Earnings per share ( EPS ) (sen) NA per share (RM) Note: * The key financial data of PPSB based on its financial statements for the past three (3) financial years up to FYE 31 December 2016 as stated above include the Ferry Business

7 4. INFORMATION ON STJSB 4.1 Background information on STJSB STJSB, the vendor for the Proposed 51% Acquisition, was incorporated in Malaysia on 22 July 1991 under the name of Seaport Terminal (Johore) Sdn Bhd as a private limited company and is deemed registered under the Companies Act, STJSB is an investment holding company and its principal activity relates to the provision of development and management of port facilities and other related services. The share capital and number of issued shares of STJSB as at LPD is RM10,000,000 with 10,000,000 ordinary shares. 4.2 Substantial shareholder As at LPD, STJSB is a wholly-owned subsidiary of Indra Cita Sdn Bhd. STJSB is currently a major shareholder of MMC. 4.3 Directors The Directors of STJSB and their respective shareholdings in STJSB as at LPD are as follows: < Direct > < Indirect > Name Nationality No. of STJSB % No. of STJSB % shares shares Dato Mohd Taufik bin Abdullah Malaysian Azman Hanafi bin Abdullah Malaysian RATIONALE FOR THE PROPOSED 51% ACQUISITION The Proposed 51% Acquisition is undertaken to enable MMC to be in full control of PPSB and to be in the position to determine its future strategic direction following the completion of the 49% Acquisition. This is in line with the initiative of the MMC Group to make further strategic investments in one of its core businesses i.e. Ports and Logistics division to strengthen the MMC Group s financial performance and position. The Proposed 51% Acquisition presents an opportunity for MMC to consolidate PPSB s earnings in full by virtue of PPSB being a wholly-owned subsidiary company. This in turn, is expected to contribute positively to the future earnings of the MMC Group. In addition, the Proposed 51% Acquisition will bode well for the MMC Group in its effort to maintain its position as a key player in the ports industry in Malaysia as well as to provide a good opportunity for the MMC Group to further strengthen its foothold in PPSB, a major port operator in the northern part of Peninsular Malaysia. To date, MMC operates three (3) major ports in Peninsular Malaysia namely Port of Tanjung Pelepas and Johor Port in Johor and Northport in Port Klang. MMC is also in the process of acquiring 70% ordinary equity interest in KMB Seaport, a company which holds a port operating license to operate Tanjung Bruas Port in Melaka. The Proposed 51% Acquisition is part of the plan to further expand the MMC Group s port portfolio

8 6. PROSPECTS OF PENANG PORT PPSB is currently undertaking a transformation program to turnaround the port to be more competitive and profitable. The transformation program includes reducing operational cost, increasing port efficiency, providing additional services for cargo handling activities as well as continuous port infrastructure development in line with industry demand. Key initiatives undertaken by PPSB include, amongst others, gaining further market share in cargo and transshipment segment, capturing untapped market potential, offering higher valueadded activities and developing general cargo business. The above initiatives by the management of PPSB which started in 2016 have been successful as shown in the improved results for PPSB for FYE 31 December It is expected that the Proposed 51% Acquisition would contribute positively to the future earnings of the MMC Group. 7. INDUSTRY OVERVIEW AND OUTLOOK 7.1 Overview and outlook of the Malaysian economy The Malaysian economy grew 4.5% during the fourth quarter of 2016 (Q3 2016: 4.3%) supported by domestic activities and favourable net exports. On the supply side, all sectors except agriculture recorded positive growth. The services and manufacturing sectors, with a share of 77.6% continued to lead the growth. For 2016, the Malaysian economy registered a growth rate of 4.2% (2015: 5%). Private sector demand remained strong, sustaining a growth of 6% in the fourth quarter of 2016 (Q3 2016: 6%) underpinned by resilient private consumption and investment activities. Meanwhile, domestic demand grew moderately by 3.3% (Q3 2016: 4.6%) following lower public sector expenditure. Public sector demand declined 2.6% during the quarter (Q3 2016: -0.2%), reflecting the Government s prudent spending efforts. Private consumption grew steadily by 6.2% (Q3 2016: 6.4%) supported by stable labour market conditions and wage growth. The continued expansion in consumer spending was reflected in major consumption indicators such as food sales, which rose 11.2%, motorcycle sales (8.5%) and credit cards spending (2.5%). Similarly, private investment increased further by 4.9% (Q3 2016: 4.7%) underpinned by capital spending in the manufacturing and construction sectors. Major investment indicators showed strong growth including imports of capital (6.5%) and intermediate goods (3.8%). Public consumption contracted 4.2% (Q3 2016: 2.2%) during the quarter following lower expenditure on supplies and services. Meanwhile, public investment recorded a smaller decrease of 0.3% (Q3 2016: -3.8%) as capital spending of public corporations improved further. The Malaysian economy is expected to grow between 4%-5% in 2017, led mainly by domestic economic activities. Despite better global growth prospects, external challenges are expected to prevail. Hence, growth momentum will be contributed by domestic demand, particularly private consumption following stable labour market and wage growth. Despite increasing commodity prices, inflation is expected to remain manageable. On the supply side, growth will be driven by the expansion in all sectors particularly the services and manufacturing sectors. (Source: Quarterly update on the Malaysian economy Fourth Quarter 2016, Ministry of Finance Malaysia) Positive prospects for the Malaysian economy in 2017 are premised upon expectations of an improving global economy and the continued growth in domestic demand. The Malaysian economy is projected to register growth of 4.3% - 4.8% in 2017 (2016: 4.2%). Domestic demand will continue to be the main driver of growth, underpinned primarily by private sector activity. Reflecting the Government s commitment to fiscal consolidation, the contribution of public sector to growth is expected to remain moderate going forward. Nevertheless, public sector - 8 -

9 expenditure will remain supportive of growth. On the external front, export growth is expected to recover gradually, in line with the improvement in global growth. Private investment is projected to register a modest growth of 4.1% in 2017, as firms are expected to remain cautious amidst continued uncertainty in the economic environment. Nevertheless, private investment will remain supported by implementation of on-going and new projects, particularly in the services and manufacturing sectors. In the services sector, investment activity will be mainly supported by continued capacity expansion in the domesticoriented industries, particularly in the telecommunications and real estate sub-sectors. Investments in storage facilities will also contribute to investment growth in the services sector. Malaysia will face these challenges from a position of strength. The Malaysian economy s strengths are derived from its highly diversified economic structure, resilient external position and policy flexibility. Financial intermediation will remain supportive of growth, underpinned by strong bank balance sheets and a well-developed financial market. Looking ahead, the challenging global environment necessitates continued emphasis on enhancing the nation s economic resilience and broadening growth sources. Efforts are being intensified to rebuild policy space, proactively address potential vulnerabilities and unlock the potential of new growth areas. These structural reforms and pre-emptive policy measures are envisaged to provide greater support to Malaysia s future growth prospects. (Source: Annual Report 2016, Bank Negara Malaysia) 7.2 Overview of the transportation and storage subsector in Malaysia The services sector grew 5.5% during the fourth quarter of 2016, accounting for 54.6% of gross domestic product (Q3 2016: 6.1%; 54.3%). Growth was led by final services group which rose 6% (Q3 2016: 6.3%) supported by the wholesale and retail trade as well as food & beverage and accommodation subsectors. Likewise, the intermediate services group increased 5.7% (Q3 2016: 6.2%) driven by information and communication as well as real estate and business services subsectors. The transport and storage subsector grew 5.5% (Q3 2016: 5.2%) mainly supported by higher passenger traffic in land and air transport segments. The land transport segment recorded stronger growth of 6.1% during the quarter driven by higher intercity train travel, particularly during the holiday season (Q3 2016: 5.8%). This was reflected by sustained double-digit growth in ridership of Keretapi Tanah Melayu Berhad (KTMB) intercity services by 21.2% to 0.8 million passengers (Q3 2016: 18%; 0.7 million). Similarly, the Electric Train Service (ETS) ridership grew 54.1% to 1.03 million passengers during the quarter (Q3 2016: 67.5%; 0.98 million). Water transport segment expanded 1.1% (Q3 2016: 0.8%) with total volume of containers handled at seven major ports rebounding 2.3% reaching 6.3 million twenty-foot equivalent units ( TEUs ) (Q3 2016: -2.9%; 5.9 million TEUs). Volume handled at Port Klang expanded further by 9.9% to 3.4 million TEUs contributing 54.2% share of total containers handled (Q3 2016: 9%; 3.3 million TEUs; 56%). Meanwhile, volume handled at Port of Tanjung Pelepas, constituting 33.5% share of total containers handled, improved with a smaller decline of 9.7% to 2.1 million TEUs (Q3 2016: 31.7%; -20.7%; 1.9 million TEUs). (Source: Quarterly update on the Malaysian economy Fourth Quarter 2016, Ministry of Finance Malaysia) Sea freight is the preferred choice due to its lower cost and ability to handle bulky shipments. The total freight volume transported by sea in 2014 was 98.4% or million tonnes. Ports that contributed significantly to shipment of goods were Port Klang, Port of Tanjung Pelepas, Penang Port, Kuantan Port, Johor Port and Bintulu Port. The annual growth rate between 2005 and 2014 for sea freight volume was 5.4% and the growth momentum is expected to continue until 2020 at 5.6%. (Source: Eleventh Malaysia Plan ) - 9 -

10 8. RISK FACTORS 8.1 Investment risk Currently, MMC operates three (3) major ports in Peninsular Malaysia including Port of Tanjung Pelepas and Johor Port in Johor and Northport in Port Klang. The Proposed 51% Acquisition is expected to further enhance MMC Group s involvement in the ports industry by enabling MMC to consolidate PPSB s earnings in full as its wholly-owned subsidiary company. Despite this, it should be noted that the Proposed 51% Acquisition will also increase MMC Group s exposure to risk, among others, on global economic, financial and political conditions, fluctuations in the shipping and customer demand as a result of the seasonality of the shipping industry. There is no assurance that the anticipated benefits of the Proposed 51% Acquisition will be realised or that MMC Group will be able to generate sufficient profits arising from the Proposed 51% Acquisition to offset the associated acquisition costs incurred. There is also no assurance that MMC s expectation of the financial performance of PPSB will be achieved after the completion of the Proposed 51% Acquisition. 8.2 Competitive landscape for the ports industry PPSB will face competition from other ports in Malaysia and in the region. Other competitors in the industry may have a proven track record, greater financial resources, greater capacity, larger facilities, market presence and other capabilities including better connectivity, which generally results in better cost and other efficiencies for customers as compared to PPSB and therefore, may in some instances, be better positioned than the company to compete and win contracts. There is no assurance that PPSB will be able to withstand competition from other existing or potential competitors in the market and gain additional market share or that PPSB s business, financial condition, results of operations and prospects will not be adversely affected by increased competition. 8.3 Non-completion of the Proposed 51% Acquisition The completion of the Proposed 51% Acquisition is conditional upon the conditions precedent of the SPA being fulfilled or waived. In the event the transaction fails to be completed by the stipulated completion date or there is a breach of any terms in the SPA, it is likely that the SPA may be terminated and result in non-completion of the Proposed 51% Acquisition. The parties to the SPA will monitor the status and progress of the Proposed 51% Acquisition and endeavour, to the extent possible, to meet and fulfil all the terms and conditions of the SPA. However, there is no assurance that the Proposed 51% Acquisition will be completed. 8.4 Non-completion of disposal of Ferry Business As stated in Section (iii)(a) of this announcement, one of the conditions precedent is the completion by PPSB of the disposal of the Ferry Business upon terms and conditions acceptable to MMC Port. If PPSB s disposal of the Ferry Business is however not completed, there is no assurance that MMC s expectation of the financial performance of PPSB will be achieved

11 8.5 Right to occupy land on which PPSB s operations is located PPSB has to secure all rights to occupy and use all other property on which the operations of PPSB is located (including the registration of all leases in respect of the demised property under the Penang Port Privatisation Agreement). If PPSB does not secure such rights, there is no assurance that PPSB may be able to continue its operations in its present state. 8.6 Political, financial and economic risk The financial performance of PPSB is dependent on worldwide trade volumes as well as import and export trade volumes in the region the company is operating. The import and export trade volumes are significantly affected by changes in political, financial and economic conditions that are beyond PPSB s control, including interest rates, changes in political leadership, unfavourable changes in Government policies, sanctions, boycotts and other measures as a result of trade barriers, trade disputes and acts of war, hostilities, terrorism, riots, natural disasters or epidemic. These factors generally affect all players in the market. In addition, there may be interest rate risk depending on the existing borrowings assumed and future borrowings by PPSB as any future significant increase in interest rates may have an adverse effect on PPSB s cash flows and profitability. It is envisaged that MMC will monitor its investment in PPSB and advise the Directors and management of PPSB on effective measures such as prudent management and efficient operating procedures to mitigate these factors, where required. Notwithstanding this, there can be no assurance that adverse political, financial and economic changes will not materially affect PPSB s business in the future. 8.7 Expiration or termination of concession PPSB s operations are subject to the terms and conditions under the Penang Port Privatisation Agreement. Under the Penang Port Privatisation Agreement, the concession is for an approved period until Nonetheless, the risk of the Government of Malaysia terminating the port concession on the grounds of national interest, national security or public policy cannot be completely eliminated as the possibility of such termination taking place may be due to circumstances which cannot be foreseen at this stage. The termination of the concession will result in PPSB losing its core business and thus affecting its shareholders value. Notwithstanding this, the probability of this risk crystallizing may be low as port operations are an integral part of the overall domestic economy and we are not aware of any risk that the Government of Malaysia intends to terminate the concession so long as PPSB complies with the terms and conditions of the concession. In the event the port concession is terminated pursuant to an expropriation, payment will be made to PPSB in accordance with the Penang Port Privatisation Agreement. There can be no assurance that the Penang Port Privatisation Agreement will not be prematurely terminated (with or without cause) or that PPSB will not be penalised (with or without cause) by the Government of Malaysia. If PPSB were unable to maintain the Penang Port Privatisation Agreement, its business, results of operations, financial condition and prospects may be adversely affected. 9. EFFECTS OF THE PROPOSED 51% ACQUISITION 9.1 Share capital and substantial shareholders shareholdings The Proposed 51% Acquisition will not have any effect on the share capital and the shareholdings of substantial shareholders of MMC

12 9.2 NA, NA per share and gearing The Proposed 51% Acquisition is not expected to have any material effect on the audited consolidated NA, NA per share and gearing of MMC. 9.3 Earnings and EPS The Proposed 51% Acquisition is expected to contribute positively to the future earnings of the MMC Group for the FYE 31 December 2017 as the Proposed 51% Acquisition is expected to be completed by October APPROVALS REQUIRED The Proposed 51% Acquisition is subject to and conditional upon, among others, approvals, consents and/or letters of no objection being obtained from the following parties: (i) (ii) (iii) (iv) (v) the shareholders of MMC at an Extraordinary General Meeting ( EGM ) to be convened; UKAS; PPC; lenders of PPSB; and any other relevant authorities, if required. The Proposed 51% Acquisition is not conditional upon any other corporate transaction that is currently undertaken by MMC. 11. PERCENTAGE RATIO On 5 August 2015, MMC announced the 49% Acquisition which was completed on 27 March 2017 while on 13 January 2017, MMC announced the Proposed KMB Seaport Acquisition. The 49% Acquisition, the Proposed KMB Seaport Acquisition and the Proposed 51% Acquisition will be aggregated pursuant to Paragraph of the Listing Requirements as the terms were agreed within a period of 12 months and they involved STJSB i.e. the same related party. Further, in respect of the 49% Acquisition and the Proposed 51% Acquisition, these transactions relate to the acquisition of securities or interests in the same corporation or asset. Based on the principles of aggregation, the applicable percentage ratio in respect of the proposals, on an aggregate basis is approximately 8.15% which is more than 5%. Accordingly, the Proposed 51% Acquisition triggers the requirement for shareholders approval for a related party transaction pursuant to the Listing Requirements. 12. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Save for STJSB, a major shareholder of MMC and the Vendor for the 49% Acquisition and the Proposed 51% Acquisition, none of the Directors, major shareholders of MMC and/or the persons connected with them have any interest, whether direct or indirect, in the Proposed 51% Acquisition. STJSB will abstain from and have undertaken to ensure that persons connected with it will abstain from voting in respect of their respective direct and/or indirect shareholdings in the Company, if any, on the resolution pertaining to the Proposed 51% Acquisition at the EGM to be convened

13 13. INDEPENDENT ADVISER As set out in Section 1 of this announcement, the Proposed 51% Acquisition is a related party transaction pursuant to Paragraph of the Listing Requirements. In this regard, MIDF Amanah Investment Bank Berhad has been appointed by the Board of MMC to act as the Independent Adviser to advise the Board and non-interested shareholders of MMC as to whether the Proposed 51% Acquisition is fair and reasonable in so far as the non-interested shareholders of MMC are concerned, whether the Proposed 51% Acquisition is detrimental to the non-interested shareholders of MMC and whether they should vote in favour of the Proposed 51% Acquisition. 14. AUDIT COMMITTEE S STATEMENT The Audit Committee, after careful deliberation and having considered all aspects of the Proposed 51% Acquisition (including but not limited to the rationale, future prospects, risks, effects, Valuation Letter issued by DCAS and evaluation of the Independent Adviser) is of the view that the Proposed 51% Acquisition is: (i) (ii) (iii) in the best interest of the MMC Group; fair, reasonable and on normal commercial terms; and not detrimental to the interests of the non-interested shareholders of MMC. 15. DIRECTORS STATEMENT The Board of MMC, after having considered all aspects of the Proposed 51% Acquisition (including but not limited to the rationale, future prospects, risks, effects, Valuation Letter issued by DCAS and evaluation of the Independent Adviser), is of the opinion that the Proposed 51% Acquisition is in the best interest of the Company. 16. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PAST TWELVE (12) MONTHS Save for the 49% Acquisition, Proposed KMB Seaport Acquisition and Proposed 51% Acquisition, there are no other related party transactions with STJSB and its subsidiary, Seaport Management Services Sdn Bhd for the twelve (12) months preceding the date of this announcement. 17. APPLICATIONS TO THE RELEVANT AUTHORITIES Barring any unforeseen circumstances, the applications to the relevant authorities in relation to the Proposed 51% Acquisition will be made within a period of two (2) months from the date of this announcement

14 18. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed 51% Acquisition is expected to be completed by October DOCUMENTS AVAILABLE FOR INSPECTION The following documents are available for inspection at the registered office of MMC at Ground Floor, Wisma Budiman, Persiaran Raja Chulan, Kuala Lumpur, Malaysia, during office hours (from 8.30 a.m. to 5.30 p.m.) from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement: (i) (ii) the SPA; and the Valuation Letter. This announcement is dated 3 April