M DEVELOPMENT LTD. (Company Registration No. 200201764D) (Incorporated in the Republic of Singapore DISCLOSEABLE TRANSACTIONS AND INTERESTED PERSONS TRANSACTIONS 1. Introduction The Board of Directors ( Board ) of M Development Ltd. (the Company, and together with its subsidiaries, the Group ) refers to its announcement dated 24 February 2012 on its unaudited FY2011 financial statements ( Announcement ). Further to paragraph 13 of the Announcement, the Board would like to announce that the Company had:- through its subsidiary, Winsta Holding Pte. Ltd. ( Winsta, and together with its subsidiaries, the Winsta Group ) and Winsta s subsidiaries (1), entered into various interested person transactions from August 2010 with Overseas Students Placement Centre Pte. Ltd. ( OSPC ) in the ordinary course of business (the OSPC Transactions ); through its subsidiary, Global Residence Pte. Ltd. (1) ( Global Residence ), entered into a tenancy agreement with St Thomas Investment Private Limited ( St Thomas ) on 15 August 2011 ( St Thomas Tenancy Agreement ) pursuant to which the premises located at 32 St Thomas Walk, Singapore 238112 ( St Thomas Premises ) was leased from St Thomas to Global Residence; and through the Winsta Group, purchased goods from Bian Bee Company Private Limited ( Bian Bee ) from 2011 in the ordinary course of business (the Bian Bee Transactions, and collectively with the St Thomas Tenancy Agreement, the NCB Transactions ), (collectively, the Transactions ). (1) Winsta is a 51%-owned subsidiary of the Company. The Company acquired 51%-shareholdings in Winsta in August 2010. Winsta has six wholly-owned subsidiaries, namely Carlisle Hostel Management Pte. Ltd.; Global Residence; Katong Hostel Pte. Ltd.; (d) Pearl Hill Hostel Pte. Ltd.; (e) Queensway Student Hostel Pte. Ltd.; and (f) The Hill Lodge @ Mount Vernon Pte. Ltd. (formerly known as Cambridge Hostel Management Pte. Ltd.). 2. Information on OSPC and St Thomas and Bian Bee as Interested Persons Ms. Sim Pei Yee, an Executive Director of the Company, is also a director of OSPC. Ms. Sim Pei San, sister of Ms. Sim Pei Yee, is a director of OSPC. As at the date hereof, Ms. Sim Pei Yee s associates, being her immediate family members, consisting of her father, Mr. Sim Poh Ping; her mother, Mdm. Tang Ah Hoy; (iii) her sister, Ms. Sim Pei San; and (iv) her brother, Mr. Sim Chek Tze, collectively and directly own 75% of the issued share capital of OSPC. As such, OSPC is deemed to be an interested person pursuant to Chapter 9 ( Chapter 9 ) of the Listing Manual of the Singapore Exchange Securities Trading Limited ( SGX-ST ) and any transaction between the Group and OSPC will, subject to the exceptions provided in Chapter 9, be an interested person transaction.
Ms. Sim Pei San is the sister of the Company s Executive Director, Ms. Sim Pei Yee. In January 2011, Ms. Sim Pei San married Mr. Ng Cheong Bian. Mr. Ng Cheong Bian is a director of St Thomas and Bian Bee. In addition, Mr. Ng Cheong Bian is directly or deemed to be interested in the entire issued share capital of St Thomas and Bian Bee. As such, Ms. Sim Pei San is deemed to be interested in the entire issued share capital of St Thomas and Bian Bee. As such, St Thomas and Bian Bee are deemed to be interested persons pursuant to Chapter 9 and any transaction between the Group and St Thomas or Bian Bee will, subject to the exceptions provided in Chapter 9, be interested person transactions. 3. Details of the Transactions The support services rendered by OSPC to the Winsta Group consist of the following:- (iii) the provision of marketing and agency services for the serviced apartments under the management of the Winsta Group (the Serviced Apartments Agency Services ); the provision of marketing and agency services for the procurement of foreign students to lease accommodation from the student hostels under the management of the Winsta Group (the Student Hostels Agency Services, and together with the Serviced Apartments Agency Services, the Agency Services ); and the provision of back-end support services such as airport transfer and transport services, arranging of medical check up and day tour services for foreign students that OSPC referred to the Winsta Group, and whom leased accommodation from the student hostels under the management of the Winsta Group (the Back-end Support Services ). Since 2005, OSPC has been providing support services to the Winsta Group. Winsta became a 51%-owned subsidiary of the Company in August 2010, when the Company acquired 51% of the issued share capital of Winsta. As Winsta is a subsidiary of the Company and OSPC is an interested person for the purposes of Chapter 9, the OSPC Transactions constitute interested person transactions. To elaborate on the nature of the Back-end Support Services provided by OSPC to the Winsta Group:- the Winsta Group provides airport pick up services to the newlyarrived student, which covers airport pick up and ferrying around to change money and to purchase phone cards. The Winsta Group charges a fixed sum for the provision of such services which it includes in its invoice to the student. The services are outsourced to OSPC and OSPC will bill the Winsta Group for the provision of the services; and in addition to and apart from the above, the Winsta Group will provide a one-day tour and arrangement services for medical check up to the newly-arrived student. In relation thereto, the Group charges a onetime fixed administrative charge to the student. The student will pay the administrative charge to the respective hostel. OSPC provides the services and invoice the Winsta Group covering the cost of transport, tickets and meals. 2
On 15 August 2011, Global Residence, a subsidiary of Winsta, entered into the St Thomas Tenancy Agreement pursuant to which the St Thomas Premises was leased from St Thomas to Global Residence. Incorporated in 1958, Bian Bee is a trading company in the importing and exporting business. Since 2011, the Winsta Group has been purchasing furniture and electrical appliances from Bian Bee to furnish and equip its student hostels and serviced apartments. The Winsta Group is one of many customers of Bian Bee. Bian Bee sources the furniture and electrical appliances mostly from the PRC. 4. Terms of the Transactions OSPC Transactions The terms of the OSPC Transactions are not more favourable than that offered by the Winsta Group to unrelated third parties and in line with general market practice. In respect of the Back-end Support Services, the Winsta Group charges a fixed sum for the provision of the services (i.e. a fixed sum for the provision of airport pick up services and a fixed administrative fee for the day tour and arrangement for medical check up services) which are outsourced to OSPC. The Winsta Group would subsequently pay OSPC for the provision of such services. This arrangement is merely for convenience, as it would be logistically easier for the students for only one party to deal with monetary collection from the students. In respect of the Serviced Apartment Agency Services, the commission paid by the Winsta Group to OSPC for each successful referral is similar to fees paid by the Winsta Group to a third party property agent and is in line with what a property agent charges on an arm s length basis. The commission is based on a fixed proportion to the length of the rental. The length of each rental typically lasts from between six months and two years, and would be paid when the tenant makes the first rental payment (including the rental deposit) to the Winsta Group. In respect of the Student Hostel Agency Services, the referral fees paid to OSPC by the Winsta Group for each successful student referral is in accordance with internal guidelines. The referral fee is based on a percentage of the total collected monthly rental (less expenses) and would depend on the number of students brought in by OSPC; the length of the stay (of either three, six or twelve months) and the type of room, and is paid only upon full payment of the entire rental under the lease by the student. These guidelines apply to not only OSPC but other third party agents that markets the Winsta Group s student hostels. The commission rates are also in line with the market rates charged by other agents for the provision of similar services. NCB Transactions The material terms of the St Thomas Tenancy Agreement are as follows:- the term of the lease is three (3) years from 16 October 2011 to 15 October 2014; the monthly rent payable is S$50,000 for the first 12 months, S$53,000 for the subsequent 12 months, and S$56,000 for the final 3
12 months, unless the market is adversely affected by severe economic condition; and at the expiry of the three years tenancy, the tenancy can be extended by another one year by St Thomas, subject to terms and conditions to be agreed on. 5. Rationale The St Thomas Tenancy Agreement was entered into on an arm s length basis and the terms and value of the St Thomas Tenancy Agreement were arrived at after negotiations between Global Residence and St Thomas. The factors that were taken into consideration when deciding on the terms and value of the St Thomas Tenancy Agreement included the rental rates transacted for rentals of non-landed private residential developments in the vicinity of the St Thomas Premises, obtained from research conducted, enquiries made with third party property agents, as well as their age, conditions, amenities and facilities of the developments. The terms governing the landlord and tenant relationship are standard terms of a typical tenancy agreement negotiated on an arms length basis. The prices of the furniture and electrical appliances supplied to the Winsta Group by Bian Bee are favourable to the Winsta Group as the management of the Winsta Group would periodically prior to the purchase of the goods compare the prices with that of other third party companies. The prices quoted by Bian Bee are more competitive than those of the third party companies. OSPC Transactions Back-end Support Services By outsourcing non-core business activities such as the Back-end Support Services, the Winsta Group will be able to concentrate on its core business of managing student hostels and serviced apartments. The revenue and profit from this segment is limited as these are value-added services provided to the students, incidental to their leasing of the accommodation from the Winsta Group. Agency Services OSPC has various tie-ups with Singapore-based schools to market the schools to prospective foreign students. The Winsta Group is able to leverage on these tie-ups as OSPC would market the Winsta Group s student hostel accommodation to the foreign students along with the marketing of the Singapore-based schools overseas. Additionally, the Winsta Group is able to tap on OSPC s presence in the People s Republic of China and gain access to a huge potential market in the PRC through OSPC who would source for and recommend students to lease their accommodation from the Winsta Group; and OSPC s global network to market the Winsta Group s serviced apartments to. NCB Transactions The Winsta Group is in the business of managing student hostels and serviced apartment businesses and is constantly seeking out suitable properties to acquire or lease and to refurbish and use the properties as student hostels and/or serviced apartments to generate more revenue and profits for the Group. In conjunction therewith, the Winsta Group had 4
identified the St Thomas Premises as a suitable property in or around August 2011 and thereafter Global Residence entered into the St Thomas Tenancy Agreement with St Thomas. The purchase of the goods by the Winsta Group from Bian Bee allows the Winsta Group access to affordable furniture and electrical appliances to furnish and equip its student hostels and serviced apartments. 6. Value of the Transactions As the Winsta Group is a 51%-owned subsidiary of the Company, and its financial statements are consolidated at the Group level, the Company has, for good corporate governance, taken the conservative approach that the amount at risk to the Company is 100% of the value of the OSPC Transactions and the NCB Transactions, even though under Rule 909 of the Listing Manual, the value of the transaction is based on the Company s effective interest of 51% of the Winsta Group. Separately, due to the high frequency and nature of some of the interested person transactions referred to in this Announcement as compared to the relatively small net tangible assets ( NTA ) of the Group, the Company has, for good corporate governance, adopted a more stringent approach of managing its interested person transactions by including all transactions below S$100,000 in the aggregation of its interested person transactions for the OSPC Transactions and the NCB Transactions for the purposes of compliance with the Listing Manual. The aggregate value of all transactions entered into between the Group and OSPC:- for FY2010 (for the period after the acquisition of 51% shareholding in Winsta by the Group in August 2010), including those below S$100,000, is approximately S$0.16 million. Since the audited NTA of the Group was approximately S$0.67 million as at 31 December 2009, the value of the OSPC Transactions for FY2010 is above 5% of the Group s audited NTA for FY2009; and for FY2011, including those below S$100,000, is approximately S$0.46 million. Since the latest audited NTA of the Group is approximately S$2.71 million as at 31 December 2010, the value of the OSPC Transactions for FY2011 is above 5% of the Group s audited NTA for FY2010. The aggregate value of the NCB Transactions in FY2011 is approximately S$107,000. Since the latest audited NTA of the Group is approximately S$2.71 million as at 31 December 2010, the value of the NCB Transactions for FY2011 is above 3% (but does not exceed 5%) of the Group s audited NTA for FY2010. For the purposes of Rule 917(5), as at the date of this announcement:- (iii) the total value of all OSPC Transactions since the beginning of the current financial year is approximately S$88,000; the total value of all NCB Transactions since the beginning of the current financial year is approximately S$173,000; and the total value of all interested person transactions since the beginning of the current financial year is approximately S$261,000. 5
7. Shareholders Approval for the Transactions Rule 906 of the SGX-ST Listing Manual ( Listing Manual ) mandates that the Company must obtain shareholders approval for an interested person transaction of value equal to, or more than 5% of the Group s latest audited NTA, when aggregated with other transactions entered into with the same interested person during the same financial year. As the value of the OSPC Transactions (for FY2010 and FY2011) each separately amounted to more than 5% of the Group s previous years audited NTAs, and the NCB Transactions for FY2012 is approximately 5% of the Group s unaudited NTA for FY2011, the Company is required and proposes to seek, at an extraordinary general meeting of the Company ( EGM ), shareholders ratification for the Transactions. Shareholders approval is also sought pursuant to Rule 920 of the Listing Manual for the proposed adoption of a general interested person transactions mandate to approve, inter alia, the OSPC Transactions and the NCB Transactions as recurring interested person transactions ( General Mandate ). 8. Independent Financial Adviser Pursuant to Chapter 9 of the Listing Manual of the SGX-ST, Provenance Capital Pte. Ltd. has been appointed as the independent financial adviser ( IFA ) to advise the Independent Directors and to opine on:- whether the financial terms of the Transactions were on normal commercial terms and are not prejudicial to the interests of the Company and its minority Shareholders; and whether the guidelines and review procedures for determining the terms of the proposed General Mandate are sufficient to ensure that the interested person transactions under the proposed General Mandate will be carried out on normal commercial terms and will not be prejudicial to the interests of the Company and its minority Shareholders. 9. Audit Committee s Statement The Company s Audit Committee members, being Mr. Tan Ser Ko, Mr. Dali Kumar @ Dali Bin Sardar and Mr. Chin Yew Choong will consider the opinion of the IFA before forming its view as to:- whether the Transactions were carried out on normal commercial terms and were not prejudicial to the interests of the Company and its minority Shareholders; and whether the guidelines and review procedures are sufficient for determining the terms of the proposed General Mandate are sufficient to ensure that the interested person transactions under the proposed General Mandate are carried out on normal commercial terms and are not prejudicial to the interests of the Company and its minority Shareholders. Such a view will be made known in the Circular to Shareholders to be despatched in due course. 6
10. Circular to Shareholders A circular containing inter alia, details of the Transactions, the IFA's opinion and a notice convening the EGM will be despatched to Shareholders in due course. By Order of the Board Huang Wen-lai Executive Chairman 5 April 2012 7