The Proposed Share Exchange and Proposed Transfer of Listing are collectively referred to as the Proposed Internal Reorganisation.

Transcription

1 TRIplc BERHAD ( TRIplc OR COMPANY ) (I) (II) (III) PROPOSED SCHEME OF ARRANGEMENT UNDER SECTION 176 OF THE COMPANIES ACT, 1965 INVOLVING TRIplc, EXISTING SHAREHOLDERS OF TRIplc AND A NEW INVESTMENT HOLDING COMPANY, PIMPINAN EHSAN BERHAD ( PEB ) FOR THE EXCHANGE OF EXISTING SHARES IN TRIplc TO NEW SHARES IN PEB PROPOSED TRANSFER OF THE LISTING STATUS OF TRIplc TO PEB AND THE ADMISSION OF PEB TO THE OFFICIAL LIST OF BURSA MALAYSIA SECURITIES BERHAD ( BURSA SECURITIES ) AND THE LISTING AND QUOTATION FOR THE ENTIRE ISSUED AND PAID- UP SHARE CAPITAL OF PEB ON THE MAIN MARKET OF BURSA SECURITIES PROPOSED DISPOSAL BY PEB OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL HELD IN TRIplc TO PUNCAK NIAGA HOLDINGS BERHAD 1. INTRODUCTION We refer to the Company s announcements dated 18 April 2016, 17 August 2016 and 17 November 2016 in relation to the Heads of Agreement entered into by the Company and Puncak Niaga Holdings Berhad ( PNHB ) in order to facilitate discussions and negotiations for a potential disposal of the businesses of TRIplc to PNHB ( HOA ). On behalf of the Board of Directors of TRIplc ( Board ), Hong Leong Investment Bank Berhad ( HLIB ) wishes to announce that the Company intends to implement the following proposals: proposed internal reorganisation by way of a members scheme of arrangement under Section 176 of the Companies Act, 1965 ( Act ) comprising the following: (a) (b) proposed share exchange of the entire issued and paid-up share capital of TRIplc of up to 69,125,085 ordinary shares of RM1.00 each in TRIplc ( TRIplc Shares ) for up to 69,125,085 new ordinary shares of RM1.00 each in a new investment holding company, PEB ( PEB Shares ) on the basis of one (1) new PEB Share for every one (1) existing TRIplc Share held by the existing shareholders of TRIplc as at the entitlement date to be determined later ( Proposed Share Exchange ); and proposed transfer of the listing status of TRIplc to PEB and the admission of PEB to the Official List of the Main Market of Bursa Securities and the listing of and quotation for the new PEB Shares on the Main Market of Bursa Securities ( Proposed Transfer of Listing ). The Proposed Share Exchange and Proposed Transfer of Listing are collectively referred to as the Proposed Internal Reorganisation. proposed disposal by PEB of the entire issued and paid-up share capital held in TRIplc to PNHB for a cash consideration of RM210 million ( Disposal Consideration ) ( Proposed Disposal ). The Proposed Internal Reorganisation to be undertaken is to facilitate the Proposed Disposal. The Proposed Internal Reorganisation and Proposed Disposal are collectively referred to as the Proposals. Pursuant to the Proposed Internal Reorganisation, the Company had on 16 December 2016 entered into an internal restructuring agreement with PEB ( IRA ). PEB had also on 16 December 2016 entered into a conditional share sale agreement ( SSA ) with PNHB for the Proposed Disposal. Further details of the Proposals are set out in the ensuing sections. 1

2 2. DETAILS OF THE PROPOSALS 2.1 Proposed Share Exchange Details of the Proposed Share Exchange The Proposed Share Exchange shall be implemented via a members scheme of arrangement under Section 176 of the Act and shall involve the exchange of TRIplc Shares for PEB Shares. The shareholders of TRIplc Shares whose names appear in the Record of Depositors of the Company on an entitlement date to be determined and announced by the Board later ( Entitled Shareholders ) will exchange their TRIplc Shares with new PEB Shares on the basis of one (1) new PEB Share for every one (1) existing TRIplc Share held. Upon completion of the Proposed Share Exchange, all the existing shareholders of TRIplc shall become shareholders of PEB, and TRIplc shall become a wholly-owned subsidiary of PEB. As at 9 December 2016, being the latest practicable date prior to the date of this Announcement ( LPD ), the issued and paid-up share capital of the Company is RM67,770,785 comprising 67,770,785 TRIplc Shares. As at the LPD, 1,354,300 ESOS options are still outstanding/yet to be exercised. Based on the above, the number of new PEB Shares to be issued pursuant to the Proposed Share Exchange is up to 69,125,085 PEB Shares. Trading of TRIplc Shares on the Main Market of Bursa Securities will be suspended to facilitate the Proposed Share Exchange. The suspension of trading shall commence 3 clear market days prior to the entitlement date for the Proposed Share Exchange to be determined and announced at a later date, and shall remain suspended up to the completion of the Proposals Ranking of the PEB Shares The new PEB Shares to be issued pursuant to the Proposed Share Exchange will rank pari passu in all respects with each other and with the two (2) existing issued and paid-up PEB Shares. The two (2) existing PEB Shares will continue to be held by the existing shareholders of PEB, namely Mohd Fhakaruddin Bin Mohd Nordin and Fauzi Bin Mamat Salient terms of the IRA The salient terms of the IRA are set out in Appendix II of this Announcement. 2.2 Proposed Transfer of Listing Upon completion of the Proposed Share Exchange, PEB will be the new holding company of TRIplc and its subsidiaries ( TRIplc Group ) and will subsequently assume the listing status of TRIplc. Accordingly, it is proposed that TRIplc be delisted from the Official List of Bursa Securities and PEB be admitted to the Official List of Bursa Securities in place of TRIplc, with the listing of and quotation for the entire enlarged issued and paid-up share capital of PEB on the Main Market of Bursa Securities. 2.3 Proposed Disposal Details of the Proposed Disposal The Proposed Disposal entails the disposal by PEB, upon the completion of the Proposed Share Exchange, of the entire issued and paid-up share capital held in TRIplc for a total cash consideration of RM210 million ( Disposal Consideration ). The Disposal Consideration shall be paid in cash by PNHB to PEB in full on the completion date of the Proposed Disposal. The Proposed Disposal is deemed a major disposal pursuant to paragraph 10.11A of the Main Market Listing Requirements of Bursa Securities ( Listing Requirements ). 2

3 2.3.2 Basis and justification in arriving at the Disposal Consideration The Disposal Consideration, which represents a cash equivalent of approximately RM3.04 per TRIplc Share (based on 69,125,085 TRIplc Shares assuming all outstanding ESOS options as at the LPD are exercised), was negotiated between PEB and PNHB on a willing-buyer willing-seller basis, after taking into consideration the following: the range of indicative value for the entire equity interest of TRIplc of between RM million and RM million (which represents between approximately RM2.77 to approximately RM3.33 per TRIplc Share, calculated based on 69,125,085 TRIplc Shares assuming all outstanding ESOS options as at the LPD are exercised), as appraised by FHMH Corporate Advisory Sdn Bhd ( FHCA ), an independent valuer jointly appointed by the Company and PNHB, using the sum of parts valuation approach, as disclosed in its indicative valuation letter dated 16 December 2016 ( Indicative Valuation Letter ). the indicative valuation has also taken into account the fair market value of the lands and properties held by the TRIplc Group, as appraised by Khong & Jaafar Sdn Bhd ( Khong & Jaafar ), an independent firm of registered valuers; and the cash equivalent of approximately RM3.04 per TRIplc Share represents a premium of approximately: (a) % over RM1.39, being the last traded price of TRIplc Shares on 15 April 2016, being the last full trading day prior to the date of signing of the HOA on 18 April 2016 ( Last Trading Day ); (b) (c) % over RM1.3763, being the five (5)-day volume weighted average market price ( VWAMP ) of TRIplc Shares up to the Last Trading Day; and % over RM1.3802, being the one (1)-year VWAMP of TRIplc Shares up to the Last Trading Day Salient terms of the SSA Pursuant to the SSA, PEB agrees to sell and transfer and procure the sale and transfer of, and PNHB agrees to purchase from PEB the entire issued and paid-up share capital held in TRIplc for a total cash consideration of RM210 million, free from all encumbrances together with all rights, benefits, title to, interest in and entitlements. The salient terms of the SSA are set out in Appendix III of this announcement Original cost and date of investment The original cost and date of investment of PEB in TRIplc Shares can only be determined upon completion of the Proposed Share Exchange. For illustration purposes, based on an indicative issue price of RM1.00 per PEB Share, the proforma cost of investment of PEB in TRIplc Shares upon completion of the Proposed Share Exchange is approximately RM69.13 million Liabilities of TRIplc to be assumed by PNHB There are no liabilities, including contingent liabilities and guarantees to be assumed by PNHB arising from the Proposed Disposal, other than the liabilities as stated in the latest consolidated financial statements of TRIplc such as borrowings, and trade and other payables. The existing liabilities of TRIplc, as and when due, will be settled by TRIplc in its ordinary course of business. 3

4 2.4 Corporate Structure For illustration purposes, the corporate structure before and after the Proposals is outlined below: Existing After the Proposed Share Exchange After the Proposals PNHB Shareholders PNHB TRIplc Shareholders TRIplc TRIplc Shareholders 100% 100% 100% PEB (to assume the listing status of TRIplc) 100% TRIplc (Listed) PNHB Shareholders PNHB TRIplc (Unlisted) TRIplc/PEB Shareholders 100% 100% 100% PEB (Listed) 3. INFORMATION ON PEB PEB was incorporated in Malaysia under the Act as a private limited company under the name of Pimpinan Ehsan Sdn Bhd on 28 June 2016, and was subsequently converted to a public limited company on 6 September As at the LPD, PEB has an authorised share capital of RM400,000 comprising 400,000 ordinary shares of RM1.00 each, of which two (2) ordinary shares of RM1.00 each have been issued and are fully paid-up. The authorised share capital of PEB will be increased accordingly prior to the Proposed Share Exchange in order to accommodate the new PEB Shares that will be issued pursuant to the Proposed Share Exchange. The intended principal activity of PEB is investment holding and it is currently dormant. The directors of PEB as at the LPD are Mohd Fhakaruddin bin Mohd Nordin, Fauzi bin Mamat and Shamshiah binti Abu Bakar. The two (2) shareholders of PEB are Mohd Fhakaruddin Bin Mohd Nordin and Fauzi Bin Mamat and they hold one (1) PEB Share each, respectively. 4. INFORMATION ON TRIplc TRIplc was incorporated in Malaysia under the Act on 23 June 1992 as a private limited company under the name of U-Wood Holdings Sdn Bhd. It was subsequently converted to a public limited company on 12 September 1992 and was listed on the Main Board of the Kuala Lumpur Stock Exchange (now known as Main Market of Bursa Securities) on 18 August U-Wood Holdings Berhad was subsequently changed to TRIplc Berhad on 12 December TRIplc and its subsidiaries are involved in property construction, property development, property investment and provision of project management, property management and facilities management services. Further details on TRIplc are set out in Appendix I of this announcement. 5. INFORMATION ON PNHB PNHB was incorporated in Malaysia on 7 January 1999 under the Act and was listed on the Main Board of Bursa Malaysia Securities Berhad (now known as the Main Market of Bursa Securities) on 8 July As at the LPD, the authorised share capital of PNHB is RM1,300,000,000 comprising 1,300,000,000 ordinary shares of RM1.00 each while the issued and paid-up share capital is RM449,283,784 comprising 449,283,784 ordinary shares of RM1.00 each (excluding 2,036,800 PNHB shares held as treasury shares). 4

5 The directors of PNHB as at the LPD are Tan Sri Rozali Bin Ismail ( Tan Sri Rozali ), Dato Ruslan Bin Hassan, Dato Ir Lee Miang Koi, Tan Sri Dato Hari Narayanan Govindasamy, Tan Sri Dato Seri Dr Ting Chew Peh, YAM Tengku Dato Rahimah Binti Almarhum Sultan Mahmud, Tan Sri Dato Ahmad Fuzi Bin Haji Abdul Razak, Ng Wah Tar and Encik Azlan Shah Bin Tan Sri Rozali ( Encik Azlan Shah ). Save for Tan Sri Rozali (who is a major shareholder in PNHB via his direct and indirect shareholdings and Encik Azlan Shah who is a person connected to Tan Sri Rozali as he is the son of Tan Sri Rozali and a shareholder, Director and the Acting Managing Director of PNHB), Dato Ir Lee Miang Koi and Tan Sri Dato Seri Dr Ting Chew Peh, none of the other directors of PNHB hold any shares, direct or indirect, in PNHB as at the LPD. 6. RATIONALE FOR THE PROPOSALS 6.1 Proposed Internal Reorganisation The Proposed Internal Reorganisation will be undertaken to facilitate the Proposed Disposal. 6.2 Proposed Disposal The Board believes that the Proposed Disposal is timely as it provides us an opportunity to unlock the share value of the Company. The Disposal Consideration which represents a cash equivalent of approximately RM3.04 per TRIplc Share is at a premium of approximately: (d) (e) (f) % over RM1.39, being the last traded price of TRIplc Shares on the Last Trading Day; % over RM1.3763, being the five (5)-day VWAMP of TRIplc Shares up to the Last Trading Day; and % over RM1.3802, being the one (1)-year VWAMP of TRIplc Shares up to the Last Trading Day. In addition, TRIplc Shares have been thinly traded and trading volume has been low over the past one (1) year up to the Last Trading Day with a daily average trading volume of 60,819 shares, representing 0.20% of TRIplc s public free float as at the LPD. Given the illiquidity and thin trading of TRIplc s shares, the Proposed Disposal represents a good alternative for the shareholders of TRIplc to unlock their investment in the Company. 7. UTILISATION OF PROCEEDS The proceeds from the Proposed Disposal, less the estimated expenses to be defrayed incidental to the Proposals amounting to RM3.5 million, will accrue to PEB. As at the date of this announcement, the Board of PEB is still assessing and evaluating plans to optimise the utilisation of the cash proceeds expected from the Proposed Disposal, which may include, but are not limited to, the acquisition of viable assets/businesses and/or a distribution to the shareholders. It is intended that any utilisation proposed will be with the objective of maximising shareholders value. Further details on the proposed utilisation of proceeds will be announced and/or included in the circular to shareholders to be issued. 8. RISK FACTORS 8.1 Completion risks The completion of the Proposed Disposal is conditional upon the approvals for the Proposed Share Exchange and Proposed Transfer of Listing being obtained. The completion of the Proposed Disposal is also conditional upon the conditions precedent of the SSA as set out in Appendix III of this announcement being met. The non-fulfillment of the conditions precedent unless waived may result in the SSA being terminated. There is no assurance that the Proposed Disposal can be completed within the timeframe permitted under the SSA. 5

6 Nevertheless, the Company will ensure that all reasonable steps will be taken in relation to the completion of the Proposals and to ensure that the conditions precedent for the Proposed Disposal are met within the stipulated timeframe and that every effort is made to obtain all the necessary approvals or consents and confirmation for the Proposals. 8.2 PEB as a going concern and listing status after completion of the Proposals Upon completion of the Proposed Disposal, PEB will cease to have any business. As such, PEB will be classified as a Cash Company pursuant to paragraph 8.03 and Practice Note 16 ( PN16 ) of the Listing Requirements. As such, 90% of PEB s cash and short-dated securities must be placed in an account opened with a financial institution licensed by Bank Negara Malaysia and operated by a custodian as prescribed in paragraph 8.03(4) of the Listing Requirements. Any interest generated by the monies held in the account must accrue to the account. Bursa Securities may also classify PEB as an Affected Listed Issuer under paragraph 8.03A and Practice Note 17 ( PN17 ) of the Listing Requirements. In such event, PEB will be required to regularise its condition within twelve (12) months from the day of becoming an Affected Listed Issuer. Failure to regularise its condition may result in PEB Shares being suspended and subsequently delisted. There is no assurance that the relevant authorities will approve the regularisation plan, or that PEB will be able to implement the plan within the timeframe stipulated by the relevant authorities. 9. EFFECTS OF THE PROPOSALS 9.1 Issued and Paid-up Share Capital The Proposed Disposal will not have any effect on the issued and paid-up share capital of TRIplc as it does not involve any issuance of new TRIplc Shares. The proforma effects of the Proposed Internal Reorganisation on the issued and paid-up share capital of PEB is set out below: Issued and paid-up share capital of PEB as at the LPD New PEB Shares to be issued pursuant to the Proposed Share Exchange, assuming all outstanding ESOS options are exercised Enlarged issued and paid-up share capital of PEB No. of PEB Shares Share Capital RM ,125,085 69,125,085 69,125,087 69,125, Earnings and earnings per share ( EPS ) The Proposed Internal Reorganisation will not have any effect on the consolidated EPS of TRIplc in relation to the consolidated EPS of PEB upon completion of the Proposed Internal Reorganisation in view that the Proposed Share Exchange will be implemented on the basis of one (1) new PEB Share for every one (1) existing TRIplc Share held. The Proposed Disposal is expected to contribute positively to the earnings and EPS of PEB for the financial year ending 31 December 2017 due to net gain on disposal arising from the Proposed Disposal. Assuming the Proposed Disposal is completed by 31 December 2017, the net gain on disposal is approximately RM million. This represents an EPS of approximately RM2.04. However, as disclosed in Sections 8.2 and 10 of this Announcement, upon completion of the Proposed Disposal, PEB will cease to have any business. As such, there will be no further earnings contribution until PEB regularises its condition. 6

7 9.3 Net assets ( NA ) per share and gearing Upon completion of the Proposed Internal Reorganisation, the NA and gearing of PEB and its subsidiary ( PEB Group ) will not be significantly different from TRIplc Group s NA and gearing prior to the implementation of the Proposed Internal Reorganisation. Based on the latest audited consolidated financial statements of the Company as at 31 May 2016, the proforma effects of the Proposed Internal Reorganisation and Proposed Disposal on the PEB s NA per share and gearing are set out as follows: Before the Proposed Internal Reorganisation (I) After the Proposed Internal Reorganisation After (I) and the Proposed Disposal (1) TRIplc Group (2) TRIplc Group PEB (2) TRIplc Group PEB Consolidated PEB Group RM RM RM RM RM RM RM Share capital 66,349,085 69,125, ,125,085 69,125,087 69,125,087 69,125,087 Share premium 2,007,980 5,185,950 5,185, Share options reserves 2,470, Other capital reserve arising ,185,950 - from consolidation Retained earnings 100,113, ,263, ,263, ,263, ,374,915 NA/Shareholders fund 170,940, ,574, ,574,440 69,125, ,574, ,500,002 Number of ordinary shares 66,349,085 69,125, ,125,085 69,125,087 69,125,087 69,125,087 Par value for each ordinary share (RM) NA per ordinary share (RM) Total borrowings (RM) 296,116, ,116, ,116, ,116,334 - Gearing (times) Notes: (1) Based on the audited consolidated financial statements of TRIplc Group as at 31 May (2) Assuming full exercise of all 2,776,000 outstanding ESOS options after the deduction of 189,100 ESOS Options which was retracted due to staff resignations from 1 June 2016 up to LPD. For information purposes, 1,421,700 ESOS options were exercised during the period from 1 June 2016 up to LPD. (3) After deducting the estimated expenses of RM3,500,000 in relation to the Proposals. 7

8 9.4 Substantial shareholders shareholding Upon completion of the Proposed Internal Reorganisation, TRIplc will become a wholly-owned subsidiary of PEB and all the Entitled Shareholders will cease to be shareholders of TRIplc and will hold new PEB Shares in proportion to the number of shares held in TRIplc on the entitlement date to be determined and announced by the Board later. The Proposed Disposal will not have any effect on the substantial shareholders shareholdings of TRIplc as the Proposed Disposal do not involve any issuance of new TRIplc Shares. 10. LISTING STATUS AND FUTURE PLANS Upon completion of the Proposals, Bursa Securities may classify PEB as a Cash Company pursuant to paragraph 8.03 and PN16 of the Listing Requirements as PEB will be a company without any business or operations. Pursuant to paragraph 8.03(1) of the Listing Requirements, a company may be considered by Bursa Securities as a Cash Company when its assets, on a consolidated basis, consists of 70% or more of cash or short-term investments, or a combination of both. As a Cash Company, at least 90% of its cash and short-dated securities including existing cash and the net proceeds from the Proposed Disposal (after deducting estimated expenses) must be placed in an account opened with a financial institution licensed by Bank Negara Malaysia and operated by a custodian. The amount placed in this account can only be utilised for the proposed acquisition of a business/asset approved by the Securities Commission Malaysia or for distributions to shareholders in the event the PEB did not successfully implement a proposal to acquire a business/asset within the stipulated timeframe. Bursa Securities may also classify PEB as an Affected Listed Issuer under paragraph 8.03A and PN17 of the Listing Requirements upon completion of the Proposed Disposal as PEB will be deemed to have triggered the following prescribed criteria under PN17: suspended or ceased all of its business or its major business, or its entire or major operations as a result of the Proposed Disposals; or have an insignificant business or operations after the Proposed Disposals. Pursuant to paragraphs 8.03(5) and 8.04(3) of the Listing Requirements, PEB is required to regularise its condition within 12 months from the day it becomes a Cash Company or Affected Listed Issuer. In the event the Company fails to regularise its condition within the stipulated timeframe, PEB s listed securities may be suspended and PEB may be de-listed from the Official List of Bursa Securities. The Board of PEB intends to maintain the listing status of PEB. The Board of PEB endeavours to take the necessary steps to identify new businesses and/or assets to be acquired by PEB. This will enable PEB to regularise its condition and to maintain its listing status on the Main Market of Bursa Securities after the completion of the Proposed Disposal. 11. APPROVALS REQUIRED The Proposed Internal Reorganisation is subject to the following approvals being obtained: the approval of Bursa Securities for the following: (a) (b) (c) Proposed Transfer of Listing; admission of PEB to the Official List of Bursa Securities; and listing of and quotation for the entire issued and paid-up share capital of PEB on the Main Market of Bursa Securities; 8

9 (iii) (iv) (v) the approval of the shareholders of TRIplc at a court convened meeting ( CCM ) pursuant to Section 176 of the Act and an extraordinary general meeting ( EGM ); the order of the High Court of Malaya sanctioning the Proposed Internal Reorganisation; the approval and/or consent of the lenders/ financier of TRIplc; and the approval, consent and/or sanction of any other relevant authorities/parties, if required. The Proposed Disposal is subject to the following approvals being obtained: (iii) (iv) (v) (vi) the approval of the shareholders of TRIplc present and voting either in person or by proxy at an EGM; the approval of the shareholders of PNHB present and voting either in person or by proxy at an EGM; the approval from the SC for PNHB s significant change in business direction; approvals/consents from Government Authority(ies) as may be required and/or any disclosure of information under the concession businesses of the TRIplc Group, or for any purpose incidental thereto; the approval or consent of the lenders/financiers of TRIplc; and the approval or consent from any other relevant authorities and/or parties, if required. The Proposed Share Exchange, Proposed Transfer of Listing and Proposed Disposal are interconditional in terms of the approvals to be obtained. 12. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED Save for Shamshiah binti Abu Bakar, who is a director of TRIplc and PEB, none of the Directors and major shareholders of TRIplc, and persons connected with them have any interest, direct or indirect, in the Proposals other than their respective entitlements, if any, under the Proposed Share Exchange as a shareholder of TRIplc, which are also available to all the other shareholders of TRIplc on a pro-rata basis. Save as disclosed below, none of the other Directors and/or major shareholders and/or persons connected with a director or major shareholder of TRIplc has any interest, either direct or indirect in the Proposals: (iii) (iv) Tan Sri Rozali is a major shareholder in the Company by virtue of his direct and indirect shareholdings via Corporate Line (M) Sdn Bhd ( Corporate Line ) and Central Plus (M) Sdn Bhd ( Central Plus ). Tan Sri Rozali is also the Executive Chairman of PNHB as well as a major shareholder in PNHB by virtue of his direct and indirect shareholdings via Corporate Line and Central Plus; Corporate Line is a person connected with Tan Sri Rozali by virtue of Tan Sri Rozali s direct and indirect shareholdings in Corporate Line. Corporate Line is also a shareholder in TRIplc and a major shareholder in PNHB; Central Plus is a person connected with Tan Sri Rozali by virtue of Tan Sri Rozali s direct and indirect shareholdings in Central Plus. Central Plus is also a shareholder in TRIplc and a major shareholder in PNHB; and Encik Azlan Shah is a person connected with Tan Sri Rozali as he is the son of Tan Sri Rozali. He is a shareholder of the Company. He is also a Director and the Acting Managing Director of PNHB. 9

10 Accordingly, Tan Sri Rozali, Encik Azlan Shah, Corporate Line and Central Plus are deemed interested in the Proposed Disposal and their respective shareholdings in TRIplc as at the LPD are as follows: Interested Director and/ or major shareholder and/or persons connected < Direct > < Indirect > No. of TRIplc Shares held % No. of TRIplc Shares held % Tan Sri Rozali 11,177, (1) 6,992,968 (1) Corporate Line 3,158, Central Plus 3,340, Encik Azlan Shah 494, Note: (1) Deemed interest by virtue of 100% equity interest each in Central Plus and Corporate Line of which 55% equity interest is held in his own name and the remaining 45% equity interest is held in his spouse s and children s names respectively and deemed interest by virtue of equity interest held in his son s name. In view of the above, Tan Sri Rozali, Encik Azlan Shah, Corporate Line and Central Plus will abstain from voting in respect of their direct and indirect shareholdings in TRIplc, on the resolution pertaining to the Proposed Disposal to be tabled at a CCM and an EGM to be convened. Tan Sri Rozali, Encik Azlan Shah, Corporate Line and Central Plus has also undertaken to ensure that persons connected with them will abstain from voting in respect of their direct and/ or indirect shareholdings in TRIplc, if any, on the resolution pertaining to the Proposed Disposal to be tabled at a CCM and an EGM to be convened. 13. TOTAL AMOUNT TRANSACTED WITH THE SAME RELATED PARTY FOR THE PRECEDING TWELVE (12) MONTHS As at the date of this Announcement, there are no other related party transactions entered into between the Company and PNHB for the twelve (12) months preceding the date of this Announcement. 14. RELATED PARTY TRANSACTIONS In view of the interests disclosed in Section 12 of this Announcement, the Proposed Disposal is deemed as a related party transaction pursuant to paragraph of the Listing Requirements. 15. ADVISERS HLIB has been appointed by the Company to act as the Principal Adviser in relation to the Proposals. In compliance with paragraphs and 10.11A of the Listing Requirements, KAF Investment Bank Berhad has been appointed by the Company on 1 July 2016 to act as the independent adviser in relation to the Proposals ( Independent Adviser ). The role of the independent adviser is as follows: comment on whether the Proposed Disposal is fair and reasonable so far as the shareholders of TRIplc are concerned and whether the transaction is to the detriment of minority shareholders, including the reasons for, the key assumptions made and the factors taken into consideration in forming such opinion; 10

11 advise the shareholders of TRIplc whether they should vote in favour of the Proposals; and take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs and above. 16. DIRECTORS STATEMENT The Board (save for Shamshiah binti Abu Bakar who have abstained from all deliberations on the Proposals), having considered and deliberated on all aspects of the Proposals, including but not limited to the rationale, the risks factors, the effects of the Proposals, the indicative valuation of the entire equity interest of TRIplc and the preliminary opinion of the Independent Adviser, is of the opinion that the Proposals is: (iii) in the best interest of the Company; fair, reasonable and on normal commercial terms; and not detrimental to the interests of the non-interested shareholders of the Company. The Board is not seeking any other alternative bids to make an offer for TRIplc s entire equity interest. The Board is also satisfied that PNHB has sufficient financial resources to acquire TRIplc. 17. STATEMENT BY THE AUDIT COMMITTEE The Audit Committee of the Company, having considered all aspects of the Proposals, including but not limited to the rationale, the risks factors, the effects of the Proposals and the valuation of the entire equity interest of TRIplc, is of the opinion that the Proposals is: (iii) in the best interest of the Company; fair, reasonable and on normal commercial terms; and not detrimental to the interests of the non-interested shareholders of the Company. The Audit Committee of the Company has also sought and considered the preliminary opinion of the Independent Adviser in forming its view in relation to the Proposals and has concurred with the preliminary views of the Independent Adviser. 18. SUBMISSION TO THE AUTHORITIES AND ESTIMATED TIMEFRAME FOR COMPLETION The draft circular in relation to the Proposals is expected to be submitted to Bursa Securities for clearance within two (2) months from the date of this announcement. Barring any unforeseen circumstances and subject to all the requisite approvals being obtained, the Proposals is expected to be completed by the second half of PERCENTAGE RATIOS Based on the audited consolidated financial statements of TRIplc for the financial year ended ( FYE ) 31 May 2016, the highest percentage ratio applicable for the Proposed Disposal pursuant to paragraph 10.02(g) of the Listing Requirements is more than 100%. 11

12 20. DOCUMENTS FOR INSPECTION The following documents will be available for inspection at the registered office of TRIplc at No. 8, Ground Floor, Jalan Apollo CH U5/CH, Bandar Pinggiran Subang, Seksyen U5, Shah Alam, Selangor Darul Ehsan, during normal business hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement: (iii) (iv) Indicative Valuation Letter; valuation letters dated 15 December 2016 prepared by Khong and Jaafar Sdn Bhd; IRA; and SSA. This announcement is dated 16 December