PREMIER NALFIN BERHAD ( PREMIER NALFIN OR COMPANY ) PROPOSED RESTRUCTURING SCHEME

Transcription

1 PREMIER NALFIN BERHAD ( PREMIER NALFIN OR COMPANY ) PROPOSED RESTRUCTURING SCHEME (This announcement should be read in conjunction with the earlier announcements made on 25 June 2015, 13 August 2015 and 8 January 2016 ( Previous Announcements ). Unless otherwise defined, the terms used in this announcement shall have the same meaning as those defined in the Previous Announcements.) 1. INTRODUCTION On 25 June 2015, Hong Leong Investment Bank Berhad ( HLIB ) had, on behalf of Premier Nalfin, announced that the Company proposes to undertake a proposed regularisation plan ( Proposed Restructuring Scheme ) pursuant to Paragraph 8.03 and Practice Note 16 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) ( Listing Requirements ). Please refer to the Previous Announcements for details on the Proposed Restructuring Scheme. On 15 January 2016, HLIB had, on behalf Premier Nalfin, announced that the application in relation to the Proposed Restructuring Scheme had been submitted to the Securities Commission Malaysia ( SC ) on even date ( Application ). On 21 April 2016, HLIB had, on behalf Premier Nalfin, announced that the Application was withdrawn from the SC due to material changes to be made to the structure of the Proposed Restructuring Scheme. This is in light of an investor who has expressed an interest to acquire an equity interest in Emrail, which will result in material changes to the existing structure of the Proposed Restructuring Scheme. On behalf of the Board of Premier Nalfin, HLIB wishes to announce that the Company had on 10 June 2016 entered into the following agreements for the proposed acquisition of the entire (100%) equity interests in Emrail: a third supplemental letter agreement to the SSA with Emrail Consolidated, Magniplan, Noblemax Resources and Lingkaran Hartaniaga for the acquisition by Emrail Consolidated of approximately 84.7% equity interest in Emrail from Magniplan, Noblemax Resources and Lingkaran Hartaniaga for a total cash consideration amounting to RM175,115,723 ( Third Supplemental SSA ); and a share sale agreement with Emrail Consolidated, Magniplan, Noblemax Resources, Lingkaran Hartaniaga and Lembaga Tabung Haji ( LTH ) for the acquisition by Emrail Consolidated of approximately 15.3% equity interest in Emrail from LTH for a total consideration amounting to RM31,584,277, to be satisfied by the issuance and allotment of 63,168,554 new ordinary shares of RM0.50 each in Emrail Consolidated ( Emrail Consolidated Shares ) ( Consideration Shares ) together with 31,584,277 free detachable warrants in Emrail Consolidated ( Warrants ) on the basis of 1 Warrant for every 2 Emrail Consolidated Shares ( LTH SSA ). These would result in consequential changes to several proposals under the Proposed Restructuring Scheme, namely the Proposed Subscription, Proposed Emrail Acquisition and Proposed Offer for Sale. The details of the changes are set out in the ensuing sections of this announcement. For information purposes, the Proposed Share Split was completed on 21 April 2016 and therefore, will not form part of the Proposed Restructuring Scheme. Further, on behalf of the Board of Premier Nalfin, HLIB wishes to announce that Magniplan, Noblemax Resources and Lingkaran Hartaniaga and the persons acting in concert with them ( PACs ) intend to make an application to the SC pursuant to Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-overs and Mergers 2010 ( Code ) for an exemption from the obligation to undertake a mandatory offer for the remaining Emrail Consolidated Shares and Warrants not already held by them upon the completion of the Proposed Restructuring Scheme. 1

2 2. DETAILS 2.1 Summary of the amendments to the Proposed Restructuring Scheme The summary of the material amendments to the Proposed Restructuring Scheme are as follows: As previously announced under the Proposed Restructuring Scheme Proposed Share Split Emrail Consolidated will undertake a share split involving the subdivision of every 1 existing ordinary share of RM1.00 each in Emrail Consolidated into 2 Emrail Consolidated Shares. Proposed Subscription The Proposed Subscription will involve the issuance of 413,400,000 new Emrail Consolidated Shares at an issue price of RM0.50 per Emrail Consolidated Share together with 206,700,000 Warrants on the basis of 1 Warrant for every 2 new Emrail Consolidated Shares, to be subscribed by Magniplan, Noblemax Resources and Lingkaran Hartaniaga. Proposed Emrail Acquisition The Proposed Emrail Acquisition will involve the acquisition by Emrail Consolidated of 20,000,000 Emrail Shares representing the entire (100.0%) issued and paid-up ordinary share capital in Emrail from Magniplan, Noblemax Resources and Lingkaran Hartaniaga for a cash consideration of RM206,700,000. Proposed Offer for Sale Magniplan, Noblemax Resources and Lingkaran Hartaniaga will undertake an offer for sale of up to 60,000,000 new Emrail Consolidated Shares at an offer price of RM0.50 per Emrail Consolidated Share, together with up to 30,000,000 warrants on the basis of 1 warrant for every 2 Emrail Consolidated Shares, to third party investor(s) to be identified later upon completion of the Proposed Restructuring Scheme. Warrants Up to 312,305,001 Warrants comprising: (iii) 206,700,000 Warrants to be issued pursuant to the Proposed Subscription; 55,605,001 Warrants to be issued pursuant to the Proposed Share Exchange; and Up to 50,000,000 Warrants to be issued pursuant to the Proposed Placement. Proposed revision The Proposed Share Split was completed on 21 April 2016 and therefore, will not form part of the Proposed Restructuring Scheme. The Proposed Subscription will involve the issuance of 350,231,446 new Emrail Consolidated Shares ( Subscription Shares ) at an issue price of RM0.50 per Emrail Consolidated Share together with 175,115,723 Warrants (on the basis of 1 Warrant for every 2 new Emrail Consolidated Shares), to be subscribed by Magniplan, Noblemax Resources and Lingkaran Hartaniaga. The Proposed Emrail Acquisition will involve the acquisition by Emrail Consolidated of 20,000,000 Emrail Shares representing the entire issued and paid-up ordinary share capital in Emrail from Magniplan, Noblemax Resources, Lingkaran Hartaniaga and LTH for RM206,700,000 to be satisfied in cash and Emrail Consolidated Shares and Warrants. Lingkaran Hartaniaga will undertake an offer for sale of up to 20,000,000 new Emrail Consolidated Shares at an offer price of RM0.50 per Emrail Consolidated Share, together with up to 10,000,000 Warrants (on the basis of 1 Warrant for every 2 Emrail Consolidated Shares), to third party investor(s) to be identified later upon completion of the Proposed Restructuring Scheme. Up to 312,305,001 Warrants comprising: 175,115,723 Warrants to be issued pursuant to the Proposed Subscription; 31,584,277 Warrants to be issued pursuant to the Proposed Emrail Acquisition; (iii) 55,605,001 Warrants to be issued pursuant to the Proposed Share Exchange; and (iv) Up to 50,000,000 Warrants to be issued pursuant to the Proposed Placement. 2

3 As previously announced under the Proposed Restructuring Scheme Proposed revision The exercise period for the warrants is the period commencing on the date which is 18 months after the date of the first issuance of the Warrants and ending on the expiry date. The exercise period for the warrants is the period commencing on the date which is 6 months after the date of the first issuance of the Warrants and ending on the expiry date. Details of the changes in the Proposed Subscription, Proposed Emrail Acquisition and Proposed Offer for Sale are set out below. 2.2 Proposed Subscription Under the Proposed Subscription, Magniplan, Noblemax Resources and Lingkaran Hartaniaga will collectively subscribe for 350,231,446 Subscription Shares together with 175,115,723 Warrants (on the basis of 1 Warrant for every 2 Subscription Shares) in the number and proportion set out below: Subscription Shares % of issued and paid-up share capital of Emrail Consolidated after the Proposed Restructuring Scheme Warrants Total proceeds to be raised (RM) Magniplan 162,093, ,046,812 81,046,812 Noblemax Resources Lingkaran Hartaniaga 162,093, ,046,812 81,046,812 26,044, ,022,099 13,022,099 Total 350,231, ,115, ,115, Proposed Emrail Acquisition Pursuant to the Proposed Emrail Acquisition, Emrail Consolidated will acquire 20,000,000 Emrail Shares representing the entire equity interest in Emrail, together with the Emrail Group, from Magniplan, Noblemax Resources, Lingkaran Hartaniaga and LTH for RM206,700,000. The purchase consideration will be satisfied by Emrail Consolidated in the following manner: Purchase consideration Mode of consideration Consideration Vendor Note (RM) Cash (RM) Shares Warrants Magniplan 1 81,046,812 81,046, Noblemax Resources Lingkaran Hartaniaga 1 81,046,812 81,046, ,022,099 13,022, LTH 2 31,584,277-63,168,554 31,584,277 TOTAL 206,700, ,115,723 63,168,554 31,584,277 Notes: 1. The purchase consideration will become a debt ( Debt ) owing by Emrail Consolidated to them on the completion date of the SSA. The Debt will be settled in cash by Emrail Consolidated within five (5) business days from the date of listing of the Emrail Consolidated Shares and Warrants issued under the Proposed Placement on the Main Market of Bursa Securities. Magniplan, Noblemax Resources and Lingkaran Hartaniaga agreed to this arrangement to show their commitment to the Emrail Consolidated Listing. 3

4 2. The Consideration Shares will be issued and allotted on the completion date of the LTH SSA. The Warrants will be issued and allotted to LTH on the same date as the allotment of the Warrants under the Proposed Share Exchange. The deferred issuance is to facilitate the issuance and allotment of all Warrants (which form the same series and to be constituted under the Deed Poll) at the same time. The SSA and the LTH SSA will complete simultaneously. For the avoidance of doubt, the purchase consideration of RM206,700,000 is the Final Valuation pursuant to the SSA. Please refer to Appendix I of this announcement for further details of the salient terms of SSA (as amended by the Third Supplemental SSA) and LTH SSA Information on LTH LTH is a statutory body established pursuant to the Tabung Haji Act, LTH has been entrusted under the Tabung Haji Act, 1995 to administer LTH s fund and all matters concerning the welfare of pilgrims as well as to formulate policies in connection therewith, and to do such other things as it may be required or permitted to do under the Tabung Haji Act, Proposed Offer for Sale Lingkaran Hartaniaga will undertake an offer for sale of up to 20,000,000 Offer Shares together with up to 10,000,000 Warrants (on the basis of 1 Warrant for every 2 Offer Shares). The Proposed Offer for Sale represents about 3.2% of the enlarged issued and paid-up share capital of Emrail Consolidated upon the listing of Emrail Consolidated. The Proposed Offer for Sale will assist Emrail Consolidated to enhance the trading liquidity of the Emrail Consolidated Shares upon listing of Emrail Consolidated. The final allocation basis will be determined prior to the implementation of the Proposed Restructuring Scheme, after taking into account, amongst others, the demand for the Offer Shares and prevailing market conditions. The Offer Shares will be placed to third party investor(s) to be identified at a later date and who must be person(s) falling within Schedule 7 of the Capital Markets and Services Act, Lingkaran Hartaniaga will receive the gross proceeds from the Proposed Offer for Sale. Emrail Consolidated will not receive any of the proceeds. Lingkaran Hartaniaga will bear all expenses relating to the Proposed Offer for Sale Moratorium In accordance with Paragraph 7.19(a) of the Equity Guidelines of the SC, a 6 months moratorium from the date of listing of Emrail Consolidated will be imposed on the following: 350,231,446 Subscription Shares and 175,115,723 Warrants to be subscribed by Magniplan, Noblemax Resources and Lingkaran Hartaniaga under the Proposed Subscription; and 63,168,554 Consideration Shares and 31,584,277 Warrants to be issued by Emrail Consolidated to LTH towards satisfaction of the portion of the purchase consideration payable to LTH under the Proposed Emrail Acquisition. However, following the Proposed Offer for Sale, an application will be submitted to the SC for a waiver from Paragraph 7.19(a) of the Equity Guidelines of the SC in respect of up to 20,000,000 Offer Shares together with up to 10,000,000 Warrants, which are to be offered for sale by Lingkaran Hartaniaga under the Proposed Offer for Sale. 4

5 2.5 Proposed Exemption Upon the completion of the Proposed Restructuring Scheme, Magniplan, Noblemax Resources and Lingkaran Hartaniaga and their PACs will emerge as the controlling shareholders of Premier Nalfin through their collective shareholdings in Emrail Consolidated. Pursuant to Paragraph 9 of Part III of the Code, Magniplan, Noblemax Resources, Lingkaran Hartaniaga and their PACs would be required to undertake a mandatory offer for the remaining Emrail Consolidated Shares and Warrants not already held by them upon completion of the Proposed Restructuring Scheme. As Magniplan, Noblemax Resources and Lingkaran Hartaniaga and their PACs do not intend to undertake a mandatory offer, they would seek an exemption from the obligation to extend the said mandatory offer pursuant to Paragraph 16.1 of Practice Note 9 of the Code. 2.6 Proposed corporate structure of the Emrail Consolidated Group after the Proposed Restructuring Scheme Notes: ~ To be listed on the Main Market of Bursa Securities. ^ Placees/Investors to be identified under the Proposed Placement and Proposed Offer for Sale. Save as disclosed in Sections 1 and 2 above, the other salient terms of the Proposed Restructuring Scheme as announced in the Previous Announcements remain unchanged. 5

6 3. RATIONALE Premier Nalfin has been classified as an affected listed issuer under Paragraph 8.03(1) and Practice Note 16 (i.e. Cash Company) of the Listing Requirements since 8 July 2011 when it completed the sale of its operating businesses to Agro Asia Pacific Limited. The Proposed Restructuring Scheme is a comprehensive regularisation plan that will offer an opportunity to the shareholders of Premier Nalfin to participate in a profitable business, by tapping into a new business and revenue stream through the Emrail Group. The Emrail Group has more than 15 years of track record in railway engineering services. The Emrail Group has expanded its range of services into infrastructure development, civil and construction works as well as the M&E engineering services since Based on the audited combined financial statements for the FYE 31 December 2015, the Emrail Consolidated Group recorded combined revenue of RM178.7 million and combined profit after tax of RM34.8 million. The Proposed Subscription will enable Emrail Consolidated to raise funds to part finance the Proposed Emrail Acquisition. The Proposed Offer for Sale will enable Emrail Consolidated to further broaden its shareholders base as well as to increase the free float portion of Emrail Consolidated Shares and improve trading liquidity of Emrail Consolidated Shares on the Main Market of Bursa Securities. Magniplan, Noblemax Resources and Lingkaran Hartaniaga and their PACs do not intend to undertake the mandatory offer for the remaining Emrail Consolidated Shares and Warrants not already held by them upon completion of the Proposed Restructuring Scheme. The Proposed Exemption will relieve them from the obligation to undertake the mandatory offer. 4. EFFECTS The Proposed Capital Repayment, Proposed Transfer Listing and Proposed Exemption will not have any effect on the issued and paid-up share capital, substantial shareholders' shareholding, NA, gearing and earnings of Emrail Consolidated. For illustration purposes only, the proforma effects of the Proposed Restructuring Scheme on the issued and paid-up share capital, substantial shareholders' shareholdings, NA, gearing and earnings of Premier Nalfin (where applicable) and Emrail Consolidated are set out below. 6

7 4.1 Issued and paid-up share capital The Proposed Offer for Sale and Proposed Exemption will not have any effect on the issued and paid-up share capital of Premier Nalfin and Emrail Consolidated. For illustration purposes only, the proforma effects of the Proposed Capital Repayment, Proposed Subscription, Proposed Emrail Acquisition, Proposed Share Exchange, Proposed Placement and Proposed ESOS (only in respect of the full exercise of the ESOS Options) on the issued and paid-up share capital of Premier Nalfin and Emrail Consolidated are as follows: No. of shares Premier Nalfin Emrail Consolidated Share Share Par value capital No. of shares Par value capital RM RM RM RM Existing as at 1 June 2016 (1) 337,000, ,500,002 2, ,001 After the Proposed Capital Repayment 337,000, ,620, To be issued under: - Proposed Subscription ,231, ,115,723 - Proposed Emrail Acquisition ,168, ,584,277 - Proposed Share Exchange ,210, ,605,001 - Proposed Placement ,000, ,000,000 Upon completion of the Proposed Restructuring Scheme To be issued assuming: 337,000, ,620, ,612, ,306,002 - full exercise of Warrants ,305, ,152,501 - full exercise of the ESOS Options (2) ,691, ,845,900 Total enlarged issued and paid-up share capital 337,000, ,620,001 1,030,608, ,304,403 Notes: (1) Being the latest practicable date ( LPD ) prior to the date of this announcement. (2) Assuming that the number of ESOS Options granted amounts to 15.0% of the issued and paid-up share capital of Emrail Consolidated after the Proposed Restructuring Scheme but before the exercise of the Warrants. 7

8 4.2 Substantial shareholders' shareholding For illustration purposes only, the proforma effects of the Proposed Subscription, Proposed Share Exchange, Proposed Placement, Proposed Offer for Sale and Proposed ESOS on the shareholding structure of the substantial shareholders in Emrail Consolidated are as follows: Lingkaran Hartaniaga - - Premier Nalfin Emrail Consolidated (I) Existing as at the LPD Existing as at the LPD After the Proposed Subscription Direct Indirect Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % No of shares % No of shares % ,044, Magniplan - - Noblemax Resources ,094, ,094, LTH Tun Zaki (1) 1, (1) 188,138, Tan Sri Hari (2) 1, (2) 188,138, Puan Sri Vimala (3) (3) 162,094, Koperasi Kebangsaan Permodalan Tanah Berhad 211,864, Tan Sri Dato Dr. K.R. Somasundram 35,319, (4) 211,864, Placees to be identified under the Proposed Placement and Proposed Offer for Sale Notes: (1) Deemed interest by virtue of his substantial shareholdings in Magniplan and Lingkaran Hartaniaga under Section 6A of the Act. (2) Deemed interest by virtue of his substantial shareholdings in Noblemax Resources and Lingkaran Hartaniaga under Section 6A of the Act. (3) Deemed interest by virtue of her substantial shareholdings in Noblemax Resources under Section 6A of the Act. (4) Deemed interest by virtue of his substantial shareholdings in Koperasi Kebangsaan Permodalan Tanah Berhad under Section 6A of the Act. 8

9 Emrail Consolidated (II) (III) (IV) After (I) and the Proposed Emrail Acquisition After (II) and the Proposed Share Exchange After (III) and the Proposed Placement Direct Indirect Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % No of shares % No of shares % Lingkaran Hartaniaga 26,044, ,044, ,044, Magniplan 162,094, ,094, ,094, Noblemax Resources 162,094, ,094, ,094, LTH 63,168, ,168, ,168, Tun Zaki - - (1) 188,138, (1) 188,138, (1) 188,138, Tan Sri Hari (2) 188,138, (2) 188,138, (2) 188,138, Puan Sri Vimala - - (3) 162,094, (3) 162,094, (3) 162,094, Koperasi Kebangsaan Permodalan Tanah Berhad ,915, ,915, Tan Sri Dato Dr. K.R. Somasundram ,655, (4) 69,915, ,655, (4) 69,915, Placees to be identified under the Proposed Placement and Proposed Offer for Sale ,000, Notes: (1) Deemed interest by virtue of his substantial shareholdings in Magniplan and Lingkaran Hartaniaga under Section 6A of the Act. (2) Deemed interest by virtue of his substantial shareholdings in Noblemax Resources and Lingkaran Hartaniaga under Section 6A of the Act. (3) Deemed interest by virtue of her substantial shareholdings in Noblemax Resources under Section 6A of the Act. (4) Deemed interest by virtue of his substantial shareholdings in Koperasi Kebangsaan Permodalan Tanah Berhad under Section 6A of the Act. 9

10 Emrail Consolidated (V) (VI) (VII) (5) After (VI) and assuming full exercise of ESOS Options granted under the Proposed ESOS After (V) and assuming full exercise of After (IV) and the Proposed Offer for Sale Warrants Direct Indirect Direct Indirect Direct Indirect No of shares % No of shares % No of shares % No of shares % No of shares % No of shares % Lingkaran Hartaniaga 6,044, ,066, ,066, Magniplan 162,094, ,141, ,141, Noblemax Resources 162,094, ,141, ,141, LTH 63,168, ,752, ,752, Tun Zaki - - (1) 168,138, (1) 252,207, (1) 252,207, Tan Sri Hari - - (2) 168,138, (2) 252,207, (2) 252,207, Puan Sri Vimala - - (3) 162,094, (3) 243,141, (3) 243,141, Koperasi Kebangsaan Permodalan Tanah Berhad 69,915, ,872, ,872, Tan Sri Dato Dr. K.R. Somasundram 11,655, (4) 69,915, ,482, (4) 104,872, ,482, (4) 104,872, Placees to be identified under the Proposed Placement and Proposed Offer for Sale 120,000, ,000, ,000, Notes: (1) Deemed interest by virtue of his substantial shareholdings in Magniplan and Lingkaran Hartaniaga under Section 6A of the Act. (2) Deemed interest by virtue of his substantial shareholdings in Noblemax Resources and Lingkaran Hartaniaga under Section 6A of the Act. (3) Deemed interest by virtue of her substantial shareholdings in Noblemax Resources under Section 6A of the Act. (4) Deemed interest by virtue of his substantial shareholdings in Koperasi Kebangsaan Permodalan Tanah Berhad under Section 6A of the Act. (5) As the exact quantum of ESOS Options to be allocated to each Eligible Person has not been determined at this juncture, for the purpose of Proforma VII, no allocation has been made for the allocation of ESOS Options to the Eligible Person. The number of ESOS Options granted amounts to 15.0% of the issued and paidup share capital of Emrail Consolidated after the Proposed Restructuring Scheme but before the exercise of the Warrants. 10

11 4.3 NA and gearing For illustration purposes only, based on the financial position of Emrail Consolidated as at the FYE 31 December 2015 and on the assumption that the Proposed Restructuring Scheme (save for the Proposed Capital Repayment, Proposed Offer for Sale and Proposed Transfer Listing) had been effected on 31 December 2015, the proforma effects of the Proposed Restructuring Scheme (save for the Proposed Capital Repayment, Proposed Offer for Sale and Proposed Transfer Listing) on the NA and gearing of Emrail Consolidated are as follows: Emrail Consolidated Audited as at 31 December 2015 Proforma I Proforma II Proforma III Proforma IV Proforma V RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 Share capital 1 175, , , , ,459 Share premium Warrant reserve - 35,023 41,340 52,461 62,461 - RCCPS ,000 15, ESOS reserve Discount on shares - (35,023) (41,340) (52,461) (62,461) - Accumulated losses (7) (7) (7) (7) (1) (10,507) (1) (10,507) Net (liabilities) ( N(L) ) / NA (6) 175, , , , ,952 No. of shares in issue ( 000) 2 350, , , , ,917 N(L) / NA per share (RM) (3) Total borrowings ,889 22,889 22,889 22,889 Gearing ratio (times) Proforma I Proforma II Proforma III Proforma IV Proforma V After the Proposed Subscription After Proforma I and the Proposed Emrail Acquisition After Proforma II and the Proposed Share Exchange After Proforma III and the Proposed Placement After Proforma IV and assuming full exercise of Warrants Note: (1) After taking into account the estimated expenses of RM10.5 million for the Proposed Restructuring Scheme. 11

12 Proforma VI RM 000 Proforma VII RM 000 Share capital 468, ,305 Share premium - 12,180 Warrant reserve - - RCCPS - - ESOS reserve 12,180 - Discount on shares - - Accumulated losses (1) (22,687) (22,687) NA 457, ,798 No. of shares in issue ( 000) 936,917 1,030,609 NA per share (RM) Total borrowings 22,889 22,889 Gearing ratio (times) Proforma VI After Proforma V and upon granting of the ESOS Options under the Proposed ESOS (1) Proforma VII After Proforma VI and assuming full exercise of the ESOS Options granted under the Proposed ESOS (1) Note: (1) Assuming that the number of ESOS Options granted amounts to 15.0% of the issued and paid-up share capital of Emrail Consolidated after the Proposed Restructuring Scheme but before the exercise of the Warrants and that the ESOS Subscription Price for the ESOS Options is RM0.50 for each ESOS Option. The Proposed ESOS is not expected to have any effect on the consolidated NA, NA per share and the gearing of Emrail Consolidated until such time when the ESOS Options to be granted under the Proposed ESOS are exercised. Effects from the Proposed ESOS on the consolidated NA, NA per share and the gearing of Emrail Consolidated will depend on the number of ESOS Options granted, the fair value of the ESOS Options after taking into consideration, amongst others, the ESOS Subscription Price as well as the vesting conditions of the ESOS Options. Upon the exercise of the ESOS Options, the NA per share of Emrail Consolidated is expected to increase if the ESOS Subscription Price is higher than the NA per share at such point of exercise, and decrease if the ESOS Subscription Price is lower than the NA per share at such point of exercise. 12

13 Nevertheless, the recognition of a charge on the income statements of the Emrail Consolidated Group, under the Financial Reporting Standard 2 in relation to the share based payments by the Malaysian Accounting Standards Board ( MFRS2 ) in relation to the share based payments by the Malaysian Accounting Standards Board will not have any impact on the consolidated NA, NA per share and the gearing of Emrail Consolidated as the corresponding charge amount will be classified as equity reserve which forms part of the shareholders funds. In the event none of the ESOS Options granted are exercised within the duration of the Proposed ESOS, the charge amount will be transferred into Emrail Consolidated s retained earnings under the consolidated balance sheet of Emrail Consolidated. On the other hand, the charge amount pertaining to the ESOS Options granted that are exercised will be transferred into the share premium account under the consolidated balance sheet of Emrail Consolidated. 4.4 Earnings and EPS The Proposed Restructuring Scheme is expected to contribute positively to the future earnings and EPS of the Emrail Consolidated Group. However, the EPS of the Emrail Consolidated Group may be diluted in the future financial years as a result of the increase in the issued and paid-up share capital of Emrail Consolidated arising from the exercise of the Warrants into new Emrail Consolidated Shares. For illustrative purposes only, assuming that the Proposed Restructuring Scheme (save for the Proposed Capital Repayment, Proposed Offer for Sale and Proposed Transfer Listing) had been completed on 1 January 2015, the proforma effects of the Proposed Restructuring Scheme (save for the Proposed Capital Repayment, Proposed Offer for Sale and Proposed Transfer Listing) on the consolidated earnings and EPS of the Emrail Consolidated Group are as follows: Emrail Consolidated Audited as at 31 December 2015 Proforma I Proforma II Proforma III Proforma IV Proforma V Proforma VI Proforma VII RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 RM 000 PAT of Emrail Consolidated Proforma PAT of the Emrail Consolidated Group - - (1) 36,227 36,227 36,227 36,227 36,227 36,227 Proforma PAT of the Emrail Consolidated Group ,227 36,227 36,227 36,227 36,227 36,227 No. of shares in issue ( 000) 2 350, , , , , ,917 1,030,609 EPS (sen)

14 Proforma I After the Proposed Subscription Proforma II After Proforma I and the Proposed Emrail Acquisition Proforma III After Proforma II and the Proposed Share Exchange Proforma IV After Proforma III and the Proposed Placement Proforma V After Proforma IV and assuming full exercise of Warrants Proforma VI After Proforma V and upon granting of the ESOS Options under the Proposed ESOS (2) Proforma VII After Proforma VI and assuming full exercise of the ESOS Options granted under the Proposed ESOS (2) Notes: (1) Based on the proforma consolidated PAT of the Emrail Consolidated Group for the FYE (2) Assuming that the number of ESOS Options granted amounts to 15.0% of the issued and paidup share capital of Emrail Consolidated after the Proposed Restructuring Scheme but before the exercise of the Warrants. The Proposed ESOS is not expected to have any material and immediate effect on the future earnings and EPS of the Emrail Consolidated Group. Any potential effect on the EPS of the Emrail Consolidated Group in the future would depend on the number of new Emrail Consolidated Shares to be issued arising from the exercise of the ESOS Options granted under the Proposed ESOS and the ESOS Subscription Price(s) of the ESOS Options. The cost relating to the ESOS Options granted under the Proposed ESOS under the MFRS2 will need to be measured at the grant date and recognised as an expense in the income statement of Emrail Consolidated over the vesting period of such ESOS Options. The total cost of the ESOS Options granted would depend on, amongst others, the number of ESOS Options granted and the theoretical fair value of such ESOS Options granted. However, the estimated cost does not represent a cash outflow by Emrail Consolidated as it is merely an accounting treatment. 4.5 Existing convertible securities As at the LPD, Premier Nalfin and Emrail Consolidated do not have any convertible securities. 5. APPROVALS REQUIRED AND INTER-CONDITIONALITY OF THE PROPOSED RESTRUCTURING SCHEME 5.1 Approvals required The Proposed Restructuring Scheme and the Proposed Exemption are subject to, amongst others, the following being obtained from the respective parties: approval of the SC for the following: (a) (b) (c) (d) the Proposed Restructuring Scheme; the listing of and quotation for the entire issued and paid-up share capital of Emrail Consolidated and Warrants upon completion of the Proposed Restructuring Scheme as well as new Emrail Consolidated Shares to be issued arising from the exercise of the Warrants and the ESOS Options, on the Main Market of Bursa Securities; the Bumiputera equity conditions of Emrail Consolidated upon completion of the Proposed Restructuring Scheme under the Bumiputera equity requirements for public listed companies from the SC (Equity Compliance Department); the Proposed Exemption from the SC (Take-Overs and Mergers Department); and 14

15 (e) the classification of the securities of Emrail Consolidated as Shariahcompliant from the Shariah Advisory Council of the SC; approval of Bursa Securities for the following: (a) (b) (c) (d) the de-listing of Premier Nalfin; the admission of Emrail Consolidated to the Official List of the Main Market of Bursa Securities; the listing of and quotation for the entire issued and paid-up share capital of Emrail Consolidated and Warrants upon completion of the Proposed Restructuring Scheme as well as new Emrail Consolidated Shares to be issued arising from the exercise of the Warrants and the ESOS Options, on the Main Market of Bursa Securities; and the Proposed Transfer Listing; (iii) (iv) (v) (vi) (vii) the sanction of the High Court for the Proposed Capital Repayment under Section 64(1) of the Act and the Proposed Share Exchange and the Proposed Transfer Listing, both under Section 176(1) of the Act; approval of the shareholders of Premier Nalfin for the Proposed Share Exchange and the Proposed Transfer Listing at a forthcoming court convened meeting; approval of the shareholders Premier Nalfin for the Proposed Restructuring Scheme and the Proposed Exemption at a forthcoming EGM; approval or consent of the financiers of the Emrail Group, if required; and approval and/or consent of any other relevant authorities/parties, if required. 5.2 Inter-conditionality of the Proposed Restructuring Scheme and Proposed Exemption The Proposed Capital Repayment, Proposed Subscription, Proposed Emrail Acquisition, Proposed Share Exchange, Proposed Placement, Proposed Offer for Sale, Proposed Transfer Listing and Proposed Exemption are inter-conditional upon the approval of the shareholders of Premier Nalfin at an EGM to be held. The Proposed ESOS is conditional upon the approval of the shareholders of Premier Nalfin for the Proposed Capital Repayment, Proposed Subscription, Proposed Emrail Acquisition, Proposed Share Exchange, Proposed Placement, Proposed Offer for Sale, Proposed Transfer Listing and Proposed Exemption but not vice versa. For the avoidance of doubt, the conditionality in respect of the proposals comprised within the Proposed Restructuring Scheme and Proposed Exemption will only apply in terms of the approval of the shareholders of Premier Nalfin, and will not apply to the manner and sequence of implementation and completion of the Proposed Restructuring Scheme and Proposed Exemption. Save for the above, the Proposed Restructuring Scheme and Proposed Exemption are not conditional upon any other corporate proposal currently and/or to be taken by the Company. 15

16 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of Premier Nalfin and/or person(s) connected with them has any interest, direct or indirect, in the Proposed Restructuring Scheme and the Proposed Exemption, other than their respective entitlements to the Proposed Capital Repayment and the Proposed Share Exchange as the shareholders of Premier Nalfin, which are available to any other shareholders of Premier Nalfin. Nonetheless, Abdul Aziz Bin Mohamed Hussain, who is an Independent Director of both Premier Nalfin and Emrail Consolidated, has voluntarily abstained and will continue to abstain from voting on the resolution pertaining to the Proposed Restructuring Scheme and Proposed Exemption. Accordingly, Abdul Aziz Bin Mohamed Hussain will also abstain from voting in respect of his direct shareholding in Premier Nalfin (if any), on the resolutions pertaining to the Proposed Restructuring Scheme and the Proposed Exemption at the forthcoming EGM. Further, he will also ensure that persons connected to him will abstain from voting in respect of their direct and/or indirect shareholdings in Premier Nalfin (if any) on the resolutions pertaining to the forthcoming EGM. 7. DIRECTORS' STATEMENT The Board of Premier Nalfin, having considered and deliberated on all aspects of the Proposed Restructuring Scheme (including but not limited to the rationale of the Proposed Restructuring Scheme) and the Proposed Exemption, is of the opinion that: the Proposed Restructuring Scheme is in the best interest of the Company; and the Proposed Exemption is in the best interest of the Company and not detrimental to the interest of the non-interested shareholders of the Company. 8. APPLICATIONS TO THE AUTHORITIES AND ESTIMATED TIMEFRAME FOR COMPLETION The applications to the relevant authorities in relation to the Proposed Restructuring Scheme are expected to be submitted by 30 June Subject to all requisite approvals being obtained, the Proposed Restructuring Scheme is expected to be completed by the first half of ADVISERS HLIB has been appointed by the Company to act as its Principal Adviser and Placement Agent in relation to the Proposed Restructuring Scheme. Pursuant to the requirement of the Code and subject to the approval of the SC, Inter-Pacific Securities Sdn Bhd has been appointed as the Independent Adviser to advise the noninterested Directors and shareholders of Premier Nalfin in relation to the Proposed Exemption. 10. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the Third Supplemental SSA and LTH SSA will be made available for inspection at the Registered Office of Premier Nalfin at Level 25, Wisma Tun Sambanthan, No. 2 Jalan Sultan Sulaiman, Kuala Lumpur during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 10 June

17 APPENDIX I SALIENT TERMS OF THE SSA (AS AMENDED BY THE THIRD SUPPLEMENTAL SSA) AND LTH SSA The salient terms of the SSA (as amended by the Third Supplemental SSA) are as follows: 1. SALE AND PURCHASE OF SALE SHARES Subject to the terms and conditions of the SSA, Magniplan, Noblemax Resources and Lingkaran Hartaniaga shall sell and transfer and procure the sale and transfer of, and Emrail Consolidated shall purchase, the 16,943,95020,000,000 Emrail Shares ( Sale Shares ) free from all encumbrances and together with all rights, benefits, title to, interest in and entitlements attaching thereto as at Completion (as defined below) in such numbers as set out under the SSA and for RM175,115,723 based on the Final Valuation206,700,000 ( Purchase Consideration ) unless (a) the sale of all the Sale Shares and (b) the SSA and the LTH SSA, are completed simultaneously. 2. CONDITIONS PRECEDENT Completion of the SSA ( Completion ) is conditional upon the satisfaction or waiver of each of the following conditions precedent ( Conditions Precedent ) on or before 31 March 2017a date which is twelve (12) months from the date of the SSA ( Long-Stop Date ) or such extended date as may be mutually agreed by Emrail Consolidated, Premier Nalfin and Magniplan, Noblemax Resources and Lingkaran Hartaniaga ( Extended Long-Stop Date ): Magniplan, Noblemax Resources and Lingkaran Hartaniaga Conditions Precedent: (a) The approval of the shareholders of each of Magniplan, Noblemax Resources and Lingkaran Hartaniaga for: the disposal of their portion of the Sale Shares; and the Proposed Offer for Sale, being obtained in an EGM of each of the aforesaid companies to be convened; (b) (c) (d) (e) All regulatory, approvals and authorisations required in connection with the transfer of Magniplan s, Noblemax Resources and Lingkaran Hartaniaga s respective portion of the Sale Shares, have been obtained by Magniplan, Noblemax Resources and Lingkaran Hartaniaga; All matters arising from Emrail Consolidated s and Premier Nalfin s due diligence investigations having been duly rectified or fulfilled to Emrail Consolidated s and Premier Nalfin s sole and absolute satisfaction; Completion of the disposal by Emrail of the 7,000,000 ordinary shares of RM1.00 each in Kidex SB (representing 70% of the issued and paid up share capital of Kidex SB) held by Emrail to Magniplan, Noblemax Resources and Lingkaran Hartaniaga with all amounts owing by Kidex SB to Emrail and vice versa settled by completion, on terms acceptable to Emrail Consolidated and Premier Nalfin; and Any other approval/consent from the creditors of Emrail together with its subsidiaries and associate companies (collectively, the Target Companies ), if required. Premier Nalfin Conditions Precedent: (a) (b) The approval of the shareholders of Premier Nalfin being obtained in an EGM to be convened for the Proposed Restructuring Scheme and the Proposed Exemption; The approval of the SC and the SC (Equity Compliance Unit) being obtained for the following:

18 APPENDIX I SALIENT TERMS OF THE SSA (AS AMENDED BY THE THIRD SUPPLEMENTAL SSA) AND LTH SSA (iii) the Proposed Restructuring Scheme; the listing of and quotation for the entire issued and paid-up share capital of Emrail Consolidated and Warrants upon completion of the Proposed Restructuring Scheme as well as new Emrail Consolidated Shares to be issued arising from the exercise of the Warrants and the options under the Proposed ESOS, on the Main Market of Bursa Securities; the Bumiputera equity conditions of Emrail Consolidated upon completion of the Proposed Restructuring Scheme under the Bumiputera equity requirements for public listed companies from the SC (Equity Compliance Department); and (iv) the Proposed Exemption from the SC (Take-Overs and Mergers Department); (c) (d) (e) (f) The approval of Bursa Securities for the Proposed Transfer Listing; Premier Nalfin being satisfied with and accepting the results of the due diligence review conducted on the Target Companies; The sanction of the High Court of Malaya for the Proposed Capital Repayment, the Proposed Share Exchange and the Proposed Transfer Listing; and The receipt of the Final Valuation from the Valuer. Emrail Consolidated Conditions Precedent: (a) The approval of the shareholders of Emrail Consolidated being obtained in an EGM to be convened for: (iii) (iv) (v) (vi) (vii) (viii) (ix) [deleted]the Proposed Share Split and corresponding amendment to the Memorandum of Emrail Consolidated; the proposed issuance and allotment of Emrail Consolidated Shares together with Warrants pursuant to the Proposed Subscription; the proposed conversion of Emrail Consolidated into a public company prior to the implementation of the Proposed Share Exchange ( Proposed Conversion ); the proposed acquisition of the 20,000,000 Emrail Shares ( Original Sale Shares ) by Emrail Consolidated; the Proposed Share Exchange and the Proposed Transfer Listing; the Proposed Placement; the Proposed Offer for Sale; the Proposed ESOS; and adoption of articles of association in compliance with Chapter 7 of the Listing Requirements. (b) Approval of Bursa Securities being obtained for:

19 APPENDIX I SALIENT TERMS OF THE SSA (AS AMENDED BY THE THIRD SUPPLEMENTAL SSA) AND LTH SSA (iii) (iv) the admission of the entire issued and paid-up share capital of Emrail Consolidated upon completion of the Proposed Restructuring Scheme to the Official List of Bursa Securities; the listing of and quotation for the Emrail Consolidated Shares to be issued pursuant to the exercise of the Warrants; the listing of and quotation for the Emrail Consolidated Shares to be issued pursuant to the exercise of the ESOS Options; and the admission, listing of and quotation for the Warrants to be issued pursuant to the Proposed Subscription, proposed acquisition of the Original Sale Shares by Emrail Consolidated, Proposed Share Exchange and Proposed Placement; (c) (d) (e) (f) The execution of the deed poll in respect of the Warrants, on terms acceptable to Emrail Consolidated and Premier Nalfin; Emrail Consolidated completing the Proposed Conversion; and Emrail Consolidated being satisfied with and accepting the results of the due diligence review conducted on the Target Companies; and. The classification of the securities of Emrail Consolidated as Shariah-compliant from the Shariah Advisory Council of the SC. Joint Conditions Precedent: (a) (b) (c) (d) The adjustment to the Purchase Consideration in accordance with the terms of the SSA on the day on which the Purchase Consideration is adjusted pursuant to the terms and conditions of the SSAPurchase Consideration Fixing Date (defined below); The approvals or consents from third parties identified pursuant to the due diligence review conducted on the Target Companies and other matters as agreed in writing by Emrail Consolidated, Premier Nalfin and Magniplan, Noblemax Resources and Lingkaran Hartaniaga being obtained or fulfilled; The By-Laws in agreed form on terms acceptable to Emrail Consolidated and Premier Nalfin; and Emrail Consolidated, Magniplan, Noblemax Resources and Lingkaran Hartaniaga completing the Proposed Subscription and the monies payable under the Proposed Subscription have been credited into the trust account established and kept by Emrail Consolidated in a licenced financial institution. The date on which the last of the Conditions Precedent is fulfilled or waived shall be referred to as the Unconditional Date. 3. CONDITIONS PRECEDENT NOT SATISFIED If a Condition Precedent has not been fulfilled (or waived) by, or on, the Long-Stop Date or the Extended Long-Stop Date, the parties shall negotiate in good faith to proceed with Completion failing which, Magniplan, Noblemax Resources, Lingkaran Hartaniaga, Emrail Consolidated or Premier Nalfin may by giving notice in writing, terminate the SSA and thereafter, neither party shall have any claim whatsoever against the other in connection

20 APPENDIX I SALIENT TERMS OF THE SSA (AS AMENDED BY THE THIRD SUPPLEMENTAL SSA) AND LTH SSA (directly or indirectly) with the SSA and the matters contemplated thereunder, save in respect of any antecedent breach. 4. PURCHASE CONSIDERATION (a) Subject to Sections 4(b) and 4(c) of Appendix I of this announcement, the total consideration payable by Emrail Consolidated for the purchase of the Sale Shares is the Purchase Consideration to be paid by Emrail Consolidated to Magniplan, Noblemax Resources and Lingkaran Hartaniaga or their nominees in the following manner: the Purchase Consideration shall remain due and owing by Emrail Consolidated as a debt due to Magniplan, Noblemax Resources and Lingkaran Hartaniaga in such amount as set out under the SSA ( Debt ) on the Completion Date (defined below); and the Debt shall be settled by Emrail Consolidated within five (5) business days from the date on which the Emrail Consolidated Shares and Warrants issued pursuant to the Proposed Placement are listed and quoted on the Main Market of Bursa Securities. (b) The Purchase Consideration is indicative based on the indicative valuation of the Sale Shares by the Valuer ( Indicative Valuation ) and is subject to the Final Valuation, Where: A : Lower range of the Indicative Valuation B : Higher range of the Indicative Valuation C : Lower range of the Final Valuation D : Higher range of the Final Valuation E : Purchase Consideration X : Upper Limit Differential (%) Y : Lower Limit Differential (%) Z : Adjustment (%) Adjusted Purchase Consideration = RM200,000,000 x (1 + Z) In the event the Purchase Consideration adjusted pursuant to the formula above: is within a 5.0% variance from RM200,000,000, Newco, Premier Nalfin and the Vendors shall proceed to Completion at the Purchase Consideration adjusted pursuant to the formula above; or exceeds a 5.0% variance from RM200,000,000, Newco, Premier Nalfin and the Vendors shall negotiate in good faith to adjust the Purchase Consideration. In the event Newco, Premier Nalfin and the Vendors fail to arrive at an agreement on the adjusted Purchase Consideration within thirty (30) days from the date of receipt of the Final Valuation by Newco, Premier Nalfin and the Vendors, any one of them may terminate the SSA by giving

21 APPENDIX I SALIENT TERMS OF THE SSA (AS AMENDED BY THE THIRD SUPPLEMENTAL SSA) AND LTH SSA notice in writing and thereafter none of them shall have any claim whatsoever against the other in connection (directly or indirectly) with the SSA and the matters contemplated thereunder, save in respect of any antecedent breach. The day on which the Purchase Consideration is adjusted pursuant to the above shall be referred to as the Purchase Consideration Fixing Date. (bc) Emrail Consolidated, Premier Nalfin, Magniplan, Noblemax Resources and Lingkaran Hartaniaga also agree that the Purchase Consideration shall also be subject to adjustment in the event that Emrail declares or pays any dividend or distribution to its respective shareholders from the date of the SSA to the Completion Date (defined below), in which case the Purchase Consideration shall be adjusted on a Ringgit for Ringgit basis. 5. PRE-COMPLETION COVENANTS OF MAGNIPLAN, NOBLEMAX RESOURCES AND LINGKARAN HARTANIAGA ( PRE-COMPLETION COVENANTS ) (a) Magniplan, Noblemax Resources and Lingkaran Hartaniaga must procure that during the period from the date of the SSA up to and including Completion, and other than as provided for in the SSA or consented to in advance in writing by Emrail Consolidated and Premier Nalfin or where a Target Company is required by law, each Target Company conducts its respective business in the ordinary course and does not execute, undertake or carry out any of the following activities or matters: (iii) (iv) (v) (vi) (vii) dispose, transfer or permit the disposal or transfer of any material business or assets of a Target Company other than in the ordinary course of business. For the purpose of this paragraph, any disposal or transfer for a purchase price which is in excess of 1.0% of the net assets of the relevant Target Company based on its audited accounts for the financial year ended 31 December 2014 ( Accounts ) shall be deemed as material; acquire or permit the acquisition by any Target Company of any material business or asset other than in the ordinary course of business. For the purpose of this paragraph, any acquisition for a purchase price which is in excess of 1.0% of the net assets of the relevant Target Company based on its Accounts shall be deemed as material; create, extend, grant or issue or agree to create, extend, grant or issue, any charge, encumbrance, mortgage, debenture or other security interest over the assets of any Target Company other than those in connection with the RM10,000,000 facilities granted or to be granted to Emrail; enter into any contract or capital commitment outside the ordinary course of business; make any changes or amendments to the memorandum and articles of association of any Target Company; carry out or allow to be done any act which would result (or likely to result) in a material adverse effect on or material change to the material agreements or licenses of any Target Company; carry out any act which would result (or be likely to result) in a breach of any lawful obligation of any Target Company;