cash consideration for each Offer Share; or

Transcription

1

2 The Offer shall be satisfied as follows:- {a) Offer Shares {i) {ii) cash consideration for each Offer Share; or for a share exchange offer of new OSK Holding Share{s) issued at an issue price of RM1.95 per OSK Holdings Share based on an exchange ratio of four (4) OSK Holdings Shares for every five (5) Offer Shares surrendered; and (b) Offer Warrants cash consideration for each Offer Warrant. The Offer Shares and the Offer Warrants shall be collectively referred to as the "Offer Securities". Each Warrant carries the right to subscribe for one (1) new PJ Development Share during the ten (10)-year exercise period up to 5 December 2020 at an exercise price of RM1.00 per PJ Development Share payable in cash. There is no ultimate offerer for the Offer and pursuant to Section 216 of the CMSA, the persons acting in-concert ("PACs") with the Offeror are set out below:- i. Tan Sri Ong, being a director and substantial shareholder of OSK Holdings, the spouse of Puan Sri Khor and the father of Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min and Ong Ju Xing. Tan Sri Ong is also the Non-Independent Non Executive Chairman of PJ Development; ii. iii. iv. Puan Sri Khor, being the spouse of Tan Sri Ong, the mother of Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min and Ong Ju Xing. Puan Sri Khor is also the Executive Director of PJ Development; OSK Equity Holdings Sdn Bhd ("OSK Equity"), being a substantial shareholder of OSK Holdings and where Tan Sri Ong is the substantial shareholder of OSK Equity while Tan Sri Ong and Puan Sri Khor are the directors of OSK Equity; Ong Yin Suen, being the daughter of Tan Sri Ong and Puan Sri Khor, the sister of Ong Yee Ching, Ong Ju Yan, Ong Yee Min and Ong Ju Xing as well as the spouse of Lai Han Luong; v. Ong Yee Ching, being the daughter of Tan Sri Ong and Puan Sri Khor, the sister of Ong Yin Suen, Ong Ju Yan, Ong Yee Min and Ong Ju Xing as well as the spouse of Robert Angelo Hendro Santoso Huray; vi. vii. viii. ix. Ong Ju Yan, being the son of Tan Sri Ong and Puan Sri Khor, the brother of Ong Yin Suen, Ong Yee Ching, Ong Yee Min and Ong Ju Xing as well as the spouse of Melissa Tan Hui-Ping; Ong Yee Min, being the daughter of Tan Sri Ong and Puan Sri Khor, the sister of Ong Yin Suen, Ong Yee Ching, Ong Ju Yan and Ong Ju Xing; Ong Ju Xing, being the son of Tan Sri Ong and Puan Sri Khor, the brother of Ong Yin Suen, Ong Yee Ching, Ong Ju Yan and Ong Yee Min as well as the spouse of Chew Sue Synn. He is also the Executive Director of PJ Development; Wong Chong Shee, being the brother of Tan Sri Ong. Director of PJ Development;

3 x. Lai Han Luong, being the spouse of Ong Yin Suen and son-in-law of Tan Sri Ong and Puan Sri Khor; xi. xii. xiii. xiv. xv. xvi. xvii. Robert Angelo Hendro Santoso Huray, being the spouse of Ong Yee Ching and sonin-law of Tan Sri Ong and Puan Sri Khor; Melissa Tan Hui-Ping, being the spouse of Ong Ju Yan and daughter-in-law of Tan Sri Ong and Puan Sri Khor; Chew Sue Synn, being the spouse of Ong Ju Xing and daughter-in-law of Tan Sri Ong and Puan Sri Khor; Land Management, where Tan Sri Ong and Puan Sri Khor are the substantial shareholders of Land Management while Puan Sri Khor, Ong Yin Suen, Ong Yee Ching and Ong Ju Xing are the directors of Land Management; J.B. Properties Sdn Bhd ("J.B. Properties"}, a company associated with Tan Sri Ong, where Puan Sri Khor and Ong Ju Xing are the substantial shareholders of J.B. Properties while Puan Sri Khor and Ong Yee Ching are directors of J.B. Properties; Dindings Consolidated, being a substantial shareholder of PJ Development, where Tan Sri Ong and Puan Sri Khor are the substantial shareholders of Dindings Consolidated while Puan Sri Khor and Ong Yee Min are the directors of Dindings Consolidated; and Ladang Setia, a company associated with Tan Sri Ong, where Puan Sri Khor and Ong Ju Xing are the substantial shareholders and the directors of Ladang Setia. The details of the shareholdings and warrant holdings of the Offeror and the PACs in PJ Development are set out in Section 7 of this Notice. 2. THE OFFER On behalf of the Offeror, we hereby serve this Notice to the Board of Directors of PJ Development ("Board"} to acquire the Offer Securities at a consideration of RM1.56 per Offer Share and RM0.60 per Offer Warrant, respectively. The Offer will be made to each holder of the Offer Securities ("Holder(s)"} equally and in respect of all or any of his/ her Offer Securities. Further details on the terms and conditions of the Share Offer Price and Warrant Offer Price are set out in Section 4.1 of this Notice. Holders who wish to accept the Offer should refer to the procedures for acceptances which will be detailed in the document outlining the terms and conditions of the Offer ("Offer Document"}, together with the accompanying Form of Acceptance and Transfer, to be despatched in due course, subject to the consent of the Securities Commission Malaysia ("SC"}. The Offer is not extended to PJ Development Shares currently held as treasury shares by PJ Development. PJ Development holds 4,778,300 treasury shares as at 16 July 2015.

4 3. INFORMATION ON THE OFFEROR OSK Holdings was incorporated in Malaysia as a public limited company on 1 November 1990 under the Companies Act, 1965 ("Act"). On 31 May 1991, it was listed on the former Main Board (now known as Main Market) of Bursa Malaysia Securities Berhad ("Bursa Securities"). The principal activity of OSK Holdings is investment holding. Through its subsidiaries, OSK Holdings is principally engaged in the businesses of capital financing, property investment and letting of commercial properties. The associated company of OSK Holdings, namely RHB Capital Berhad, is principally engaged in commercial banking, Islamic banking, investment banking, stockbroking, leasing, offshore banking, offshore trust services, general insurance, unit trust management, asset management, and nominee and custodian services. Pursuant to the PJ Development Acquisition, PJ Development will be a subsidiary of OSK Holdings. Through PJ Development, OSK Holdings will also be involved in property development, property management and construction, manufacturing and trading of cables and building materials as well as hotel and leisure business. As at the date of this Notice, the authorised share capital of OSK Holdings is RM3,000,000,000 comprising 3,000,000,000 OSK Holdings Shares, of which RM969,058,072 comprising 969,058,072 OSK Holdings Shares (including 18,097,253 treasury shares) have been fully issued and fully paid-up. Directors < Direct X lndirect > No. of shares 3 1 No. of shares 3 1 Dato' Nik Mohamed Din bin Datuk Nik Yusoff Tan Sri Ong Foo San Kan Dato' Abdul Majit bin Ahmad Khan Dr. Ngo Get Ping Substantial shareholders Tan Sri Ong 16,797,802 8,200,000 8,200, ,495,189" ,572,178~& 38.3 OSK Equity 364,387, As at the date of this Notice, the directors and substantial shareholders of OSK Holdings and their respective shareholdings in OSK Holdings are set out below:- Notes: Computed based on the existing issued and paid-up share capital of OSK Holdings of 950,960,819 OSK Holdings Shares (excluding the treasury shares) Deemed interested by virtue of his substantial shareholdings in Land Management and OSK Equity and disclosure made pursuant to Section 134(12)(c) of the Act on interests held by his spouse and children Deemed interested by virtue of his substantial shareholdings in Land Management and OSK Equity

5 RllB 4. TERMS AND CONDITIONS OF THE OFFER The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC, are as follows:- 4.1 Consideration for the Offer The consideration for the Offer Shares shall be satisfied in either of the following options, at the election option of the Holders:- a) by cash settlement of RM1.56 per Offer Share; or b) by the issuance of four (4) new OSK Holdings Shares for every five (5) Offer Shares surrendered. The consideration for the Offer Warrants shall be fully satisfied in cash of RM0.60 per Offer Warrant. Notwithstanding the above, if PJ Development declares and pays any dividend and/ or other distributions ("Distributions") for its shareholders whereby the entitlement date for such Distribution is on or after the date of the Notice but prior to the Closing Date of the Offer (as defined in Section 4.5(a) of this Notice), OSK Holdings will reduce the consideration for each Offer Share by the quantum of the Distributions per Offer Share. For the avoidance of doubt, no adjustment shall be made to the consideration for each Offer Share in the event that the entitlement date for the Distributions is after the Closing Date of the Offer. For the avoidance of doubt, any reduction in the consideration for the Offer Shares arising from the Distributions will not result in a reduction in the cash consideration for the Offer Warrants. Similarly, if OSK Holdings declares and pays any Distributions for its shareholders whereby the entitlement date for such Distribution is on or after the date of the Notice but prior to the OSK Holdings Shares are issued as consideration, OSK Holdings will increase the number of the OSK Holdings Shares to be issued by reducing the issue price of the OSK Holdings Shares by the quantum of the Distributions per OSK Holdings Share. For the avoidance of doubt, no adjustment shall be made to the issue price of the OSK Holdings Shares in the event that the entitlement date for the Distributions is after the new OSK Holdings Shares are issued. The new OSK Holdings Shares shall, upon allotment and issuance, rank pari passu in all respects with the existing OSK Holdings Shares, save and except that the holder of such OSK Holdings Shares shall not be entitled to any Distributions, in respect of which the entitlement date precedes the date of allotment of such OSK Holdings Shares. Holders may accept the Offer in respect of all or part of their Offer Securities. Fractions of a sen will not be paid to the accepting Holders and cash consideration in respect of the valid acceptance of the Offer will be rounded down to the nearest whole sen. In addition, the Offeror will not issue fraction of a OSK Holdings Share to the accepting Holders. The entitlement of the accepting Holders to the OSK Holdings Share will be rounded down to the nearest whole OSK Holdings Share.

6 4.1.1 Consideration for the Offer Shares Share price., Premium/ (Discount) RM RM % Last transacted price of PJ Development Shares as at 16 July 2015, being the last trading day prior to the date of this Notice ("LTD") Five (5)-day VWAP of PJ Development One (1)-month VWAP of PJ Development Three (3)-month VWAP of PJ Development Six (6)-month VWAP of PJ Development One (1)-year VWAP of PJ Development (0.15) (8.8) (Source: Bloomberg) The offer price of RM1.56 per Offer Share represents a premium/ (discount) to the following last transacted price and volume weighted average market prices ("VWAP") of PJ Development Shares:- Note:- 1 The share price disclosed are based on the adjusted share price after taking into consideration the dividend declared and paid by PJ Development on 13 February 2015 and 8 May 2015, respectively The Share Offer Price represents a premium/ (discount) to the following last transacted price and VWAP of OSK Holdings Shares:- Share price" 1 Premium/ (Discount} RM RM % Last transacted price of OSK Holdings Shares as at the LTD Five (5)-day VWAP of OSK Holdings One (1)-month VWAP of OSK Holdings Three {3)-month VWAP of OSK Holdings Six (6)-month VWAP of OSK Holdings One (1)-year VWAP of OSK Holdings (0.24) (11.0) 2.18 (0.23) (10.6) 2.17 (0.22) (10.1) 2.12 (0.17) (8.0) 2.14 (0.19) (8.9) (Source: Bloomberg)

7 Note:- 1 The share price disclosed are based on the adjusted share price after taking into consideration the dividend declared and paid by OSK Holdings on 17 April 2015 and 8 May 2015 respectively, save for the adjustment of special cash dividend of RMO. 15 for each OSK Holdings Share declared by OSK Holdings Consideration for the Offer Warrants The offer price of RM0.60 per Offer Warrant represents a premium/ (discount) to the following last transacted price and VWAP of the Warrants:- Share price Premium/ (Discount) RM RM % Last transacted price of the Warrants as at the LTD Five (5)-day VWAP of the Warrants up to and including the LTD One (1)-month VWAP of the Warrants up to and including the LTD Three (3)-month VWAP of the Warrants up to and including the LTD Six (6)-month VWAP of the Warrants up to and including the LTD One (1)-year VWAP of the Warrants up to 0.87 (0.27) (31.0) and including the LTD (Source: Bloomberg) 4.2 Conditions of the Offer The Offer is conditional upon the Offeror having received before the Closing Date (as defined in Section 4.5(a) of this Notice) of the Offer, valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares, which would result in the Offeror holding, together with such PJ Development Shares that are already acquired, held or entitled to be acquired or held by the Offeror, if any, more than 50% of the voting shares or voting rights of PJ Development ("50% Acceptance Condition"). The 50% Acceptance Condition shall be fulfilled on or before 5.00 p.m. (Malaysian time) on the Closing Date (as defined under Section 4.5(a) of this Notice), failing which the Offer shall lapse and the Offer will cease to be capable of further acceptances and all acceptances shall be returned to Holders who accepted the Offer and the Offeror will thereafter cease to be bound by any such prior acceptances of the Offer. For the avoidance of doubt, the Offeror shall not aggregate the voting shares or voting rights of the PACs in determining the level of acceptance pursuant to Practice Note 17 of the Code. The Offer is subject to the consents being obtained from the following parties:- the SC, for the issuance of the Offer Document; and ii any other relevant authorities or parties, if required.

8 4.3 Despatch of the Offer Document Pursuant to provisions of the Malaysian Code on Take-Overs and Mergers 2010 ("Code"), unless otherwise directed or permitted by the SC to defer in doing so, the Offer will be made in conjunction with the posting of the Offer Document which will not be later than twenty-one (21) days from the date of the sending of this Notice ("Posting Date"). We will make an application on behalf of the Offerer to the SC for an extension of time if the Posting Date is deferred by the Offeror beyond the requisite twenty-one (21) days. The Offerer will post the Offer Document to the Board and all the Holders whose names appear on the Record of Depositors of PJ Development as at the latest practicable date prior to the despatch of the Offer Document. 4.4 Warranty The Offer Securities are to be acquired by the Offeror based on the acceptance of the Offer by a Holder in accordance with the provisions of the Offer Document. Such acceptance will be deemed to constitute an irrevocable and unconditional warranty by the Holder that the Offer Securities, to which the acceptance relates, are sold:- (a) (b) free from all moratorium, claims, charges, liens, encumbrances, options, rights of pre-emption, third (3rd) party rights and equities; and with all rights, benefits and entitlements attaching thereto, including the right to all dividends, rights, allotments and/ or any other distributions declared, made or paid on or after the date of the Notice. 4.5 Duration of the Offer (a) Original duration Provided that the Offeror does not withdraw the Offer with the SC's written approval and every person is released from any obligation incurred under the Offer, the Offer will remain open for acceptances for a period of not less than twenty-one (21) days from the Posting Date ("First Closing Date"), unless the Offeror revises or extends the Offer (such revised or extended date shall be referred to hereinafter as the "Closing Date"). (b) Revision of the Offer If the Offer is revised after the Posting Date, the Offeror will:- (ii) (iii) announce such revision to the public in a press notice and to Bursa Securities in writing; post the written notification of the revised take-over offer to all Holders, including all the Holders who have previously accepted the Offer; and keep the Offer open for acceptances for a period of at least fourteen (14) days from the date of posting of the written notification of the revised take-over offer to all Holders. Where any of the terms of the Offer are revised, Holders who have previously accepted the Offer shall also be entitled to receive the revised consideration that is to be paid or provided for the acceptance of the Offer.

9 The Offer may not be revised after the forty-sixth (46th) day from the Posting Date. (c) Extension of the Offer Any extension of the date and time for acceptance of the Offer by the Offeror will be announced by RHBIB, on behalf of the Offeror, at least two (2) days before the Closing Date. Such announcement will state the next expiry date of the Offer. Notices of such extensions will be posted to the Holders accordingly. (d) Closing of the Offer (ii) Where the Offer has become or is declared unconditional _as to acceptances of the Offer on a day falling ON or BEFORE the fortysixth (46 1 h) day from the Posting Date, the Offer shall remain open for acceptance for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the sixtieth (60 1 h) day from the Posting Date. Where the Offer has become or is declared unconditional as to acceptances of the Offer on any day AFTER the forty-sixth (46 1 h) day from the Posting Date, the Offer shall remain open for acceptance for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which, in any event, shall not be later than the seventy-fourth (74 1 h) day from the Posting Date. 4.6 Rights of withdrawal by an accepting Holder (a) All acceptance of the Offer by the Holder SHALL BE IRREVOCABLE. However, a Holder is entitled to withdraw his/ her acceptance in the following circumstances:- (ii) if the Offeror fails to comply with any of the requirements set out in Section 4.9(a) of this Notice by the close of trading on Bursa Securities on the market day following the day which the Offer is closed, revised or extended ("Relevant Day"), any Holder who accepts the Offer is entitled to withdraw his/ her acceptance immediately thereafter; or if the Offer is extended, any Holder who has accepted the Offer is entitled to withdraw his/ her acceptance twenty-one (21) days after the First Closing Date unless the Offer has become or is declared unconditional as to acceptances. (b) Notwithstanding the above, the SC may terminate the above right of withdrawal if:- (ii) the Offerer has complied with the requirements of Section 4.9(a) of this Notice within eight (8) days from the Relevant Day, provided that the expiry of the eight (8)-day period from the Relevant Day shall not fall after the sixtieth (60 1 h) day from the Posting Date; and the Offeror has confirmed in a statement by way of a press notice and to Bursa Securities, that the Offer is still unconditional as to acceptances.

10 However, the rights of any person who has already withdrawn his/ her acceptance shall not be prejudiced by the termination of such right of withdrawal by the SC. 4.7 Withdrawal of the Offer by the Offeror The Offeror may only withdraw the Offer with the prior written approval of the SC. 4.8 Method of settlement Except with the consent of the SC, which would only be granted in certain circumstances in which all Holders are to be treated similarly, and save for the Offeror's rights to reduce the consideration of the Offer Shares as set out in Section 4.1 of this Notice, settlement of the consideration to which any accepting Holder is entitled under the Offer will be implemented in full, in accordance with the terms of the Offer, without regard to any lien, right of set-off, counter-claim or other analogous rights to which the Offeror may otherwise be, or claim to be, entitled against the accepting Holder. This, however, is without prejudice to the Offeror's rights to make any claim against the accepting Holder after such full settlement in respect of a breach of the warranty as set out in Section 4.4 of this Notice. The settlement of the Offer shall be in the following manner:- (a) Offer Shares Cash Consideration (assuming the Holder select the cash option) The settlement of the consideration for the Offer Shares will be effected via the remittance in the form of cheques, banker's drafts and/ or cashier's orders which will be despatched by ordinary mail to the accepting Holders (or their designated agents, as they may direct) in respect of valid acceptance, at their own risk. Where valid acceptance is received during the period when the Offer is still conditional, settlement shall be within ten (10) days from the date the Offer becomes or is declared unconditional; or Where valid acceptance is received during the period when the Offer has become or has been declared unconditional, settlement shall be within ten (10) days from the date the valid acceptance is received. (ii) New OSK Holdings Share Consideration (assuming the Holder select the share exchange option) The settlement of the consideration for the Offer Shares will be effected through the issuance, allotment and crediting of new OSK Holdings Shares to the accepting Holders' securities account. Where valid acceptance is received during the period when the Offer is still conditional, the new OSK Holdings Shares shall be credited to the Central Depository System ("CDS") account of the accepting Holders within fourteen (14) days from the date the Offer becomes or is declared unconditional; or

11 Where valid acceptance is received during the period when the Offer has become or has been declared unconditional, the new OSK Holdings Shares shall be credited to the CDS account of the accepting Holders within fourteen (14) days from the date the valid acceptance is received. (b) Offer Warrants Cash Consideration The settlement of the consideration for the Offer Warrants will be effected via the remittance in the form of cheques, banker's drafts and/ or cashier's orders which will be despatched by ordinary mail to the accepting Holders (or their designated agents, as they may direct) in respect of valid acceptance, at their own risk. Where valid acceptance is received during the period when the Offer is still conditional, settlement shall be within ten (10) days from the date the Offer becomes or is declared unconditional; or Where valid acceptance is received during the period when the Offer has become or has been declared unconditional, settlement shall be within ten (10) days from the date the valid acceptance is received. Any Holder(s), including without limitation custodians, nominees and trustees who are citizens or national of, or residents in, or have registered addresses in jurisdictions outside Malaysia, or are incorporated or registered with, or approved by any authority outside Malaysia or non-residents within the definition of the Exchange Control of Malaysia Notices issued by Bank Negara Malaysia ("Non-resident Holder(s)") are advised that the settlement for acceptances of the Offer will be made in Ringgit Malaysia ("RM") or in the form of new OSK Holdings Shares which are denominated in RM. Non-resident Holder(s) who wish to convert the consideration received into foreign currency for repatriation may do so after payment of the appropriate fees and/ or charges levied by the respective financial institutions. 4.9 Announcement of acceptances (a) The Offeror shall inform the SC in writing and Bursa Securities and simultaneously announce by way of press notice before 9.00 a.m. on the Relevant Day:- (ii) the position of the Offer, that is, as to whether the Offer is closed, becomes or is declared unconditional as to acceptance, revised or extended; and the total number of Offer Securities:- (aa) (bb) (cc) for which acceptances of the Offer have been received after the Posting Date; held by the Offeror as at the Posting Date; agreed to be acquired by the Offerer during the offer period but after the Posting Date and shall specify the percentage of relevant classes of share capital represented by these figures; and

12 (dd) acquired by the Offeror after the Posting Date and shall specify the percentage of relevant classes of share capital represented by these figures. (b) In computing the acceptances of Offer Securities represented for announcement purposes, the Offeror may include or exclude acceptances which are not in order in all respects or which are subject to verification. (c) References to the making of an announcement or the giving of notice by the Offeror include the following:- (ii) release of an announcement by RHBIB or the Offeror's advertising agent(s) to the press; or delivery of or transmission by facsimile or Bursa Securities' Listing Information Network (also known as Bursa LINK) of an announcement to Bursa Securities. (d) An announcement made otherwise than to Bursa Securities shall be notified simultaneously to Bursa Securities Purchases in the open market Should the Offeror or the PACs purchase or agree to purchase the following:- (a) (b) the Offer Shares during the offer period at a consideration that is higher than RM1.56 per Offer Share; and/ or the Offer Warrants during the offer period at a consideration that is higher than RM0.60 per Offer Warrant, the Offeror shall increase the consideration for the Offer to be not less than the highest price (excluding stamp duty and commission) paid or agreed to be paid by the Offeror or the PACs for the Offer Securities during the offer period General (a) All communications, notices, documents and payments to be delivered or sent to Holders (or their designated agent(s), as they may direct) will be despatched by ordinary mail to Holders' registered Malaysian addresses last maintained with Bursa Malaysia Depository Sdn Bhd at their own risk. Nonresident Holders with no registered Malaysian addresses who wish to receive communications, notices and documents in relation to the Offer should ensure that they have their mailing addresses changed to a registered Malaysian address. In any event, the Offer Document shall be made available on the website of Bursa Securities at upon issuance. Unless the contrary is proved, delivery of the communication, notice, document or payment will be effected by properly addressing, prepaying and posting by ordinary mail the communication, notice, document or payment and it shall be presumed to have been effected at the time when the document would have been delivered in the ordinary course of the mail.

13 RUB {b) {c) {d) The Offer and all acceptances received under the Offer will be construed under and governed by Malaysian law. It will be provided in the Offer Document that the Offeror and Holders shall submit to the exclusive jurisdiction of the courts of Malaysia. Holders may accept the Offer made to them in respect of all or part of their Offer Securities. The accepting Holder shall not exceed his/ her total holding of Offer Securities, failing which the Offeror has the right to treat such acceptances as invalid. Nevertheless, the Offerer also reserves the right to treat any acceptances of a Holder exceeding his/ her total holding of Offer Securities as valid for and to the extent of his/ her total holding of Offer Securities. The Form of Acceptance and Transfer which will accompany the Offer Document will contain the following:- (ii) (iii) provisions for the acceptance of the Offer and the transfer of the Offer Securities to the Offeror or its appointed nominees; instructions to complete the Form of Acceptance and Transfer; and other matters incidental to the acceptance of the Offer and the transfer of the Offer Securities to the Offeror or its appointed nominees. No acknowledgement of the receipt of the Form of Acceptance and Transfer will be issued. (e) (f) All costs and expenses of or incidental to the preparation and posting of the Offer Document (other than professional fees and other costs relating to the Offer incurred by PJ Development) will be borne by the Offerer. Malaysian stamp duty and Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be borne by the Offeror. For the avoidance of doubt, the payment of any transfer fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction outside Malaysia or the payment of any levy for the repatriation of capital or income tax shall not be borne by the Offeror. The accidental omission to despatch the Offer Document and the Form of Acceptance and Transfer to any Holder shall not invalidate the Offer in any way. 5. LISTING STATUS OF PJ DEVELOPMENT, COMPULSORY ACQUISITION AND RIGHTS OF MINORITY SHAREHOLDERS 5.1 Listing status of PJ Development Under Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Securities ("Listing Requirements"), in order to ensure the continued listing of PJ Development, PJ Development must satisfy the public shareholding spread requirement that at least 25% of the total listed shares of PJ Development (excluding treasury shares) are in the hands of public shareholders. Bursa Securities may accept a percentage lower than 25% of the total number of listed shares (excluding treasury shares) if it is satisfied that such lower percentage is sufficient for a liquid market in such shares.

14 A listed issuer which fails to maintain the required public shareholding spread may request for an extension of time to rectify the situation. Where no extension of time is granted by Bursa Securities, Bursa Securities may suspend trading in the securities of the listed issuer and/ or de-list the listed issuer. However, the non-compliance of the public shareholding spread requirement would not automatically result in the delisting of the listed issuer from the official list of Bursa Securities. The suspension will only be uplifted upon full compliance with the required public shareholding spread or as may be determined by Bursa Securities. In relation to a take-over offer for the acquisition of the listed shares of a listed issuer pursuant to the Code, upon 90% or more of the listed shares (excluding treasury shares) of the said listed issuer being held by a shareholder either individually or jointly with associates of the shareholder, an immediate announcement must be made by the listed issuer. Upon such immediate announcement, Bursa Securities shall:- i. in the case where the listed issuer does not intend to maintain the listing status, suspend the trading in the listed issuer's securities immediately upon the expiry of five (5) market days from the date of the immediate announcement; or ii. in the case where the listed issuer intends to maintain the listing status, suspend the trading in the listed issuer's securities immediately upon the expiry of thirty (30) market days from the date of the immediate announcement. It is the intention of the Offeror to maintain the listing status of PJ Development, unless sufficient valid acceptances are obtained to invoke the compulsory acquisition as set out in Section 5.2 of this Notice. In the event that PJ Development fails to comply with the public shareholding spread requirements under Paragraph 8.02(1) of the Listing Requirements pursuant to the Offer, the Offerer will explore various options or proposals to rectify the shortfall in the public shareholding spread of PJ Development. 5.2 Compulsory acquisition Section 222(1) of the CMSA provides that, subject to Section 224 of the CMSA, where within four (4) months after the making of the take-over offer, the offer has been accepted by the holders of not less than nine-tenths (9/10) in the nominal value of those shares (excluding shares already held at the date of the take-over offer by the offerer or persons acting in concert), the Offeror may, at any time within two (2) months from the date the nine-tenths (9/10) in the nominal value of those shares have been achieved, give notice in the manner prescribed under the Code to any holders of those shares who have not accepted the take-over offer ("Dissenting Shareholder(s)") that it desires to acquire his/ her or its shares together with a statutory declaration by the Offerer that the conditions for giving the notice are satisfied. In the event the Offeror receives valid acceptances of nine-tenths (9/10) in the nominal value of the Offer Shares (excluding the PJ Development Shares already held by the Offerer at the date of the take-over offer), the Offeror intends to invoke the provisions of Section 222 of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Shareholders for which acceptances have not been received. In such instance, PJ Development will be delisted from the official list of Bursa Securities.

15 5.3 Rights of Minority Shareholders Notwithstanding Section 5.2 of this Notice, if the Offeror receives valid acceptances from the Holders resulting in the Offeror holding not less than nine-tenths (9/10) in the nominal value of the existing issued and paid-up share capital of PJ Development (including PJ Development Shares already held by the Offeror but excluding treasury shares) on or before the Closing Date, a Dissenting Shareholder may exercise his/ her rights under Section 223(1) of the CMSA, by serving a notice on the Offeror to require the Offerer to acquire his/ her Offer Shares on the same terms as set out in the Offer Document or such other terms as may be agreed by the Offeror and the Dissenting Shareholder, subject to Section 224 of the CMSA. In accordance with Section 224(3) of the CMSA, when a Dissenting Shareholder exercises his/ her rights under Section 223(1) of the CMSA, the court may, on an application made by such Dissenting Shareholder or by the Offeror, order that the terms on which the Offeror shall acquire such Offer Shares shall be as the court thinks fit. Section 223(2) of the CMSA requires the Offerer to give the Dissenting Shareholders a notice in the manner prescribed under the Code of the rights exercisable by the Dissenting Shareholders under Section 223(1) of the CMSA ("Notice to Dissenting Shareholders"), within one (1) month of the time the Offerer has acquired not less than nine-tenths (9/10) in the nominal value of the existing issued and paid-up share capital of PJ Development (including PJ Development Shares already held by the Offeror). A Notice to Dissenting Shareholders under Section 223(2) of the CMSA may specify the period for the exercise of the rights of Dissenting Shareholders and in any event, such period shall not be less than three (3) months after the Closing Date. 6. FINANCIAL RESOURCES OF THE OFFEROR The consideration for the Offer shall be satisfied entirely by the Offeror. The Offerer has confirmed that the Offer would not fail due to their insufficient financial capability and that every Holder who wishes to accept the Offer will be paid in full. Pursuant to Section 28 and Practice Note 28 of the Code, we, being the Adviser to the Offeror for the Offer, are satisfied that the Offerer has sufficient available funds for the Offer, and therefore, the Offer would not fail due to insufficient financial capability of the Offeror and that every Holder who wishes to accept the Offer will be paid in full. 7. DISCLOSURE OF INTERESTS IN PJ DEVELOPMENT In accordance with Sections 11 (9)(d) and (e) of the Code, the Offerer and the PACs hereby discloses the following:- {a) As at the date of this Notice, the direct and/ or indirect interest of the Offeror and the PACs in PJ Development Shares are set out below:-

16 < Direct > < Indirect > No. of PJ No. of PJ Development Development Shares % Shares % OSK Holdings PACs Tan Sri Ong 241, ,925,48f Puan Sri Khor 32,779, ,316,84 f:$ 23.2 Ong Yin Suen 20, Ong Yee Ching 737,000" Ong Ju Yan 20,000" 1 "4 Ong Yee Min 20, Ong Ju Xing 218,000 1 "4 8,391, Wong Chong Shee 4,004,000" 1 " Lai Han Luong 41,500 4 Chew Sue Synn 265, Robert Angelo Hendro Santoso Huray Melissa Tan Hui-Ping OSK Equity Land Management 4,400, J.B. Properties Dindings Consolidated 92,525, Ladang Setia 8,391, Notes: "6 The PJ Development Shares held by the PA Cs will be disposed to OSK Holdings pursuant to the PJ Development Acquisition Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Land Management and Dindings Consolidated Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Land Management, Dindings Consolidated and Ladang Setia Negligible Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Ladang Setia Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Citigroup Nominees (Tempatan) Sdn Bhd

17 (b) As at the date of this Notice, the direct and/ or indirect interest of the Offeror and the PACs in the Warrants are set out below:- < ire ct > < ndi rect > No. of No. of Warrants ' 1 % Warrants' 1 % OSK Holdings PACs Tan Sri Ong 46,215,935" Puan Sri Khor 17,585, ,544,835" Ong Yin Suen Ong Yee Ching 276, Ong Ju Yan Ong Yee Min 8,700 4 Ong Ju Xing 4,328,900 " Wong Chong Shee Lai Han Luong 100,000 "4 Chew Sue Synn Robert Angelo Hendro Santoso Huray Melissa Tan Hui-Ping 462, OSK Equity Land Management 2,554, J.B. Properties Dindings Consolidated 43,661, Ladang Setia 4,328, Notes: The existing Warrants held by the PACs may be converted into new PJ Development Shares. Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Land Management and Dindings Consolidated Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Land Management, Dindings Consolidated and Ladang Selia Negligible Deemed interested pursuant to Section 6A of the Act by virtue of shares held through Ladang Seti a (c) As at the date of this Notice, neither the Offerer nor any of the PACs has received any irrevocable undertaking from any Holder to accept the Offer;

18 (d) (e) As at the date of this Notice, neither the Offeror nor the PACs has entered into or been granted any option to acquire the Offer Securities; and As at the date of this Notice, the Offeror is not aware of any existing or proposed agreement, arrangement or understanding in relation to the Offer Securities between the Offeror and the PACs and any Holders. 8. RESPONSIBILITY STATEMENT The Board of Directors of the Offeror has seen this Notice and has approved the issuance of this Notice. The Board of Directors of the Offeror collectively, and each director individually, accept full responsibility for the accuracy of the information given in this Notice and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there is no false or misleading statement or other material facts, the omission of which would make any statement in this Notice false or misleading. 9. PUBLIC RELEASE In accordance with the provisions of the Code, copies of this Notice will be released to the press and forwarded to the SC and Bursa Securities for public release. Further details of the Offer will be set out in the Offer Document, which will be despatched to the Holders in due course. We would be grateful if you would acknowledge receipt by signing and returning to us the duplicate of this Notice. Yours faithfully, For and behalf of RHB INVESTMENT BANK BERHAD?-. JAIMI~ Executive Director Head, Capital Markets TAN MENG KIM Director Co-Head, Corporate Finance c.c. OSK Holdings Berhad (Attention: Dato' Abdul Majit bin Ahmad Khan)

19 RllB TO:- RHB INVESTMENT BANK BERHAD We, PJ Development Holdings Berhad, hereby acknowledge receipt of this Notice of Conditional Voluntary Take-Over Offer by OSK Holdings Berhad dated 20 July YAU JYE YEE Name COMPANY SECRETARY 20 JULY 2015 Designation Date