THIS STATEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION IF YOU ARE IN ANY DOUBT AS TO THE COURSE OF ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. If you have sold or transferred all your ordinary shares in A & M Realty Berhad (177214H), you should at once hand this Statement to the purchaser or agent through whom the sale or transfer was contracted for onward transmission to the purchaser or transferee. Bursa Malaysia Securities Berhad (635998W) ( Bursa Securities ) has not perused this Statement prior to its issuance as it is an Exempt Statement pursuant to Practice Note 18 of the Bursa Securities Listing Requirements. Bursa Securities takes no responsibility for the contents of this Statement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this Statement. A & M REALTY BERHAD (177214H) (Incorporated in Malaysia) STATEMENT TO SHAREHOLDERS IN RELATION TO THE PROPOSED RENEWAL OF SHARE BUYBACK AUTHORITY OF UP TO 10% OF THE ISSUED AND PAIDUP SHARE CAPITAL OF A & M REALTY BERHAD Notice of the Annual General Meeting of A & M Realty Berhad which will be held at Amverton Cove Golf & Island Resort, PT 673, Pulau Carey, Mukim Jugra, 42960 Daerah Kuala Langat, Selangor Darul Ehsan on 23 June 2016, at 11.00 a.m., together with the Form of Proxy are set out in the Annual Report of A & M Realty Berhad for the financial year ended 31 December 2015. The Form of Proxy must be lodged at the Registered Office of the Company not later than 48 hours before the time set for holding the meeting. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the meeting should you subsequently wish to do so. This Statement is dated 29 April 2016
DEFINITIONS Except when the context otherwise requires, the following abbreviations shall apply throughout this Statement and the accompanying appendices: Act : The Companies Act, 1965 or any statutory modification, amendment or reenactment thereof for the time being in force AGM : Annual General Meeting Articles : Articles of Association of the Company A & M or the Company : A & M Realty Berhad (177214H) A & M Group or the Group : A & M and its subsidiary companies A & M Share(s) or Share(s) : Ordinary share(s) of RM0.50 each in A & M Board or Director : The Board of Directors of A & M for the time being Bursa Securities : Bursa Malaysia Securities Berhad (635998W) Code : The Malaysian Code on TakeOvers and Mergers 2010, as amended from time to time EPS : Earnings per share Listing Requirements : The Main Market Listing Requirements of the Bursa Securities including any amendments thereto that may be made from time to time NA : Net Assets Proposed Amendments : Proposed amendments to the Articles of Association of the Company Proposed Share BuyBack : Proposal to enable the Company to purchase its own shares up to ten per cent (10%) of the issued and paid up capital of the Company RM and sen : Ringgit Malaysia and sen respectively Words denoting the singular number only shall include the plural and vice versa and words denoting the masculine gender only shall include the feminine and neuter genders and vice versa. i
TABLE OF CONTENTS Page STATEMENT TO SHAREHOLDERS 1. INTRODUCTION 1 2. RATIONALE FOR THE PROPOSED SHARE BUYBACK 2 3. SOURCE OF FUNDS 2 4. ADVANTAGES AND DISADVANTAGES 3 5. EFFECTS OF THE PROPOSED SHARE BUYBACK 5.1 Share Capital 4 5.2 Net Assets 4 5.3 Working Capital 5 5.4 Earnings Per Share 5 5.5 Dividends 5 5.6 Directors Shareholdings 6 5.7 Substantial Shareholders Interests 7 6. PUBLIC SHAREHOLDING SPREAD 8 7. IMPLICATION RELATING TO THE MALAYSIAN CODE ON 8 TAKEOVERS AND MERGERS 2010 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 8 9. DIRECTORS RECOMMENDATION 8 Notice of AGM together with the Form of Proxy are enclosed in the A & M Realty Berhad Annual Report for the financial year ended 31 December 2015 ii
A & M REALTY BERHAD (177214H) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: No 36A, Lorong Gelugor Off Persiaran Sultan Ibrahim 41300 Klang Selangor Darul Ehsan 29 April 2016 Board of Directors Tan Sri Dato Ng Boon Thong @ Ng Thian Hock (Executive Chairman) Dato Setia Abdul Halim bin Dato Haji Abdul Rauf (Executive Deputy Chairman) Dato Ambrose Leonard Ng Kwee Heng (Managing Director) Puan Sri Datin Catherine Yeoh Eng Neo (Nonindependent, executive director) Tan Sri Dato Dr Sak Cheng Lum (Independent, Nonexecutive director) Mat Ripen bin Mat Elah (Independent, Nonexecutive director) Datuk Ng Thian Kwee (Nonindependent, executive director) Tan Jiu See (Independent, Nonexecutive director) Dato Milton Norman Ng Kwee Leong (Nonindependent, executive director) Steven Junior Ng Kwee Leng (Nonindependent, executive director) Malcolm Jeremy Ng Kwee Seng (Nonindependent, executive director) Ooi Hock Guan (Independent, Nonexecutive director) To: The Shareholders of A & M Realty Berhad Dear Sir/Madam, PROPOSED RENEWAL OF SHARE BUYBACK AUTHORITY OF UP TO 10% OF THE ISSUED AND PAIDUP SHARE CAPITAL 1. INTRODUCTION At the AGM of the Company held on the 25 June 2015, the Shareholders had approved the authority for the Company to buy back up to ten per cent (10%) of its issued and paidup capital. The said approval will expire at the conclusion of the forthcoming Twenty Sixth (26 th ) AGM of the Company scheduled to be held on the 23 June 2016. Accordingly, the Board had on 14 April 2016, announced its intention to seek Shareholders approval for the Proposed Renewal of Share BuyBack Authority at the forthcoming 26 th AGM. 1
THE PURPOSE OF THIS STATEMENT IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE PROPOSED SHARE BUYBACK AND TO SEEK YOUR APPROVAL FOR THE PROPOSED RENEWAL OF SHARE BUYBACK TO BE TABLED AT THE FORTHCOMING AGM OF THE COMPANY. THE NOTICE OF AGM TOGETHER WITH THE FORM OF PROXY ARE ENCLOSED IN THE ANNUAL REPORT OF A & M REALTY BERHAD. 2. RATIONALE FOR THE PROPOSED SHARE BUYBACK The Proposed Share BuyBack will enable the Company to utilise its financial resources not immediately required for use, to purchase its own shares which may have a positive impact on the market price of A & M Shares and has the following potential advantages for the Company and its shareholders: (a) (b) (c) (d) the Company may be able to stabilise the supply and demand of A & M Shares traded on Bursa Securities and thereby support its fundamental value; to allow the Company the flexibility in achieving the desired capital structure, in terms of the debt and equity composition, and the size of equity; if the A & M Shares bought back by the Company are cancelled, shareholders are likely to enjoy an increase in the value of their investment in the Company as the net earnings per A & M Share will increase; if the A & M Shares bought back are kept as treasury shares, it will give the Directors an option to sell the A & M Shares so purchased at a higher price and therefore make a gain for the Company. Alternatively, the A & M Shares so purchased can be distributed to shareholders as dividends and serve as a reward to the shareholders of the Company. 3. SOURCE OF FUNDS The funding for the Proposed Share BuyBack will be through the internal generated funds of the Group and/or external borrowings. The amount of internal funds and/or external borrowings to be utilised will only be determined later depending on amongst others, the available internally generated funds, actual number of A & M Shares to be purchased and/or held and other relevant cost factors. The actual number of A & M Shares to be purchased and/or held will depend on amongst others, the market conditions and sentiments of Bursa Securities as well as the availability of the retained profits reserves and financial resources to the Company. In the event the Proposed Share BuyBack is to be financed by bank borrowings, the Board would ensure that the Company has the capability of repaying such borrowings and such repayment will not have a material effect on the cashflow of the A & M Group. The Listing Requirements stipulate that the proposed purchase by a listed company of its own shares must be made wholly out of retained profits and/or the share premium account of the Company. The Board proposes to allocate a maximum amount not exceeding the aggregate of the retained profits and share premium accounts of the Company for the Proposed Share BuyBack. As at 31 December 2015, the audited retained profits and share premium account of the Company amounted to RM 379.39 million and RM 35.07 million respectively. 2
4. ADVANTAGES AND DISADVANTAGES The potential advantages of the Proposed Share BuyBack to A & M and its shareholders are as follows: (a) (b) allows the Company to take preventive measures against speculation particularly when its shares are deemed to be undervalued which would in turn stabilise the market price of A & M Shares and hence, enhance investors confidence; and other advantages as stated in Section 2 above. The potential disadvantages of the Proposed Share BuyBack to the Company and its shareholders are as follows: (a) (b) the Proposed Share BuyBack will reduce the financial resources of A & M and may result in A & M forgoing better investment opportunities that may emerge in the future; and as the Proposed Share BuyBack can only be made out of retained profits and share premium accounts of the Company, it may result in the reduction of financial resources available for distribution to shareholders in the immediate future. The Proposed Share BuyBack, if implemented, will reduce the financial resources of A & M, but since the amount is not substantial, will not affect the furtherance of A & M s business or payment of dividends by the Company. Nevertheless, the Board will be mindful of the interests of A & M and its shareholders when exercising the Proposed Share BuyBack. Thus, the Proposed Share BuyBack is not expected to have any material disadvantage to the Company and its shareholders. THE REMAINING PAGE IS INTENTIONALLY LEFT BLANK 3
5. EFFECTS OF THE PROPOSED SHARE BUYBACK Assuming that the Proposed Share BuyBack is carried out in full, the effects of the Proposed Share BuyBack on the issued and paidup share capital, net assets, working capital, earnings, dividends, shareholdings of Directors and substantial shareholders of A & M are set out below: 5.1 Share Capital For illustration purposes only, this scenario shows the movement in the issued and paidup share capital as at 31 March 2016 on the basis that all the A & M Shares so purchased are cancelled. No. of A & M Shares Existing issued and paidup share capital as at 31 March 2016 365,063,800 Maximum number of A & M Shares that may be purchased and cancelled pursuant to the Proposed Share BuyBack (36,506,380) Resultant issued and paidup share capital after cancellation of A & M Shares purchased under the Proposed Share BuyBack 328,557,420 However, in the event that all purchased A & M Shares are retained as treasury shares, the Proposed Share BuyBack will not have any effect on the issued and paidup share capital of A & M. 5.2 Net Assets The effect of the Proposed Share BuyBack on the NA per share of A & M will depend on the purchase prices of the A & M Shares and the effective funding cost or any loss in interest income to the Company. If all the A & M Shares purchased were cancelled, the Proposed Share Buy Back would reduce the NA per share of A & M when the purchase price exceeds the NA per share at the relevant point of time. Conversely, the NA per share would be increased when the purchase price is less than the NA per share at the relevant point of time. For A & M Shares purchased which are retained as treasury shares, upon their resale, the NA per A & M Share will increase assuming that a gain has been realised. The quantum of the increase in NA per A & M Share will depend on the actual selling price of the treasury shares and the number of treasury shares resold. 4
5.3 Working Capital The Proposed Share BuyBack will reduce the working capital of A & M, the quantum of which will depend on the purchase prices at which A & M Shares are purchased and the number of A & M Shares purchased. For A & M Shares purchased which are held as treasury shares, upon their resale, the working capital of the Company will increase. The quantum of the increase in working capital will depend on the actual selling price of the treasury shares and the number of treasury shares resold. 5.4 Earnings Per Share The effect of the Proposed Share BuyBack on the EPS of A & M will depend on the actual number of A & M Shares bought back, the purchase prices of the A & M Shares and the effective cost of funding or any loss in interest income to A & M. Assuming that the A & M Shares purchased are retained as treasury shares and resold, the effects on the earnings of A & M will depend on the actual selling price, the number of treasury shares resold and the effective gain or interest savings arising from the exercise. If the A & M Shares so purchased are cancelled, the Proposed Share BuyBack will increase the EPS of A & M provided the income foregone and/or interest expense incurred on the A & M Shares purchased is less than the EPS before the share buyback. 5.5 Dividends The Proposed Share BuyBack is not expected to have any impact on the policy of the Board in recommending dividends, if any, to shareholders of A & M. The Proposed Share BuyBack may reduce the amount of distributable reserves and cash available for payment of dividends in the immediate future. However, as stated in Section 2(d) above, the treasury shares purchased may be distributed as dividends to shareholders of the Company, if the Company so decides. THE REMAINING PAGE IS INTENTIONALLY LEFT BLANK 5
5.6 Directors Shareholdings The proforma effects of the Proposed Share BuyBack on the shareholdings of the Directors based on the Register of Directors Shareholdings as at 31 March 2016 is set out below: Existing as at 31 March 2016 Proforma 1 Directors Number of A & M Shares Held Number of A & M Shares Held Direct % Indirect % Direct % Indirect % Tan Sri Dato Ng Boon Thong @ Ng 39,822,112 10.91 223,821,180 (1) 61.31 39,822,112 12.12 223,821,180 (1) 68.12 Thian Hock Dato Setia Abdul Halim bin Dato Haji Abdul Rauf Dato Ambrose Leonard Ng Kwee 2,588,000 0.71 255,147,392 (2) 69.89 2,588,000 0.79 255,147,392 (2) 77.66 Heng Puan Sri Datin Catherine Yeoh 14,018,200 3.84 249,625,092 (3) 68.38 14,018,200 4.27 249,625,092 (3) 75.98 Eng Neo Tan Sri Dato Dr Sak Cheng Lum Mat Ripen bin Mat Elah Datuk Ng Thian Kwee Tan Jiu See Dato Milton Norman Ng Kwee 1,400,000 0.38 255,147,392 (2) 69.89 1,400,000 0.43 255,147,392 (2) 77.66 Leong Steven Junior Ng Kwee Leng 1,000,000 0.27 255,147,392 (2) 69.89 1,000,000 0.30 255,147,392 (2) 77.66 Malcolm Jeremy Ng Kwee Seng 3,507,900 0.96 259,347,392 (4) 71.04 3,507,900 1.07 259,347,392 (4) 78.94 Ooi Hock Guan Notes: Proforma 1 Assuming purchase of 36,506,380 A & M Shares representing 10% of the issued and paidup share capital of A & M of 365,063,800 A & M Shares as at 31 March 2016 and that the A & M Share so purchased are all cancelled. (1) Deemed interested by virtue of his substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act and the shareholdings of his spouse,puan Sri Datin Catherine Yeoh Eng Neo and sons, Dato Ambrose Leonard Ng Kwee Heng, Dato Milton Norman Ng Kwee Leong, Steven Junior Ng Kwee Leng and Malcolm Jeremy Ng Kwee Seng. (2) Deemed interested by virtue of his parents, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock and Puan Sri Datin Catherine Yeoh Eng Neo s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act. (3) Deemed interested by virtue of her spouse, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act and the shareholdings of her sons, Dato Ambrose Leonard Ng Kwee Heng, Dato Milton Norman Ng Kwee Leong, Steven Junior Ng Kwee Leng and Malcolm Jeremy Ng Kwee Seng. (4) Deemed interested by virtue of his parents, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock and Puan Sri Datin Catherine Yeoh Eng Neo s; his spouse, Lim Hui Y ng s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act. 6
5.7 Substantial Shareholders Interests The proforma effects of the Proposed Share BuyBack on the shareholdings of the substantial shareholders of A & M based on the Register of Substantial Shareholders as at 31 March 2016 is set out below: Existing as at 31 March 2016 Proforma 1 Name Number of A & M Shares Held Number of A & M Shares Held Direct % Indirect % Direct % Indirect % Dalta Industries Sdn Bhd 201,307,080 55.14 201,307,080 61.27 AMJ Development Sdn Bhd 201,307,080 (1) 55.14 201,307,080 (1) 61.27 Tan Sri Dato Ng Boon Thong @ Ng 39,822,112 10.91 223,821,180 (2) 61.31 39,822,112 12.12 223,821,180 (2) 68.12 Thian Hock Dato Ambrose Leonard Ng Kwee 2,588,000 0.71 255,147,392 (3) 69.89 2,588,000 0.79 255,147,392 (3) 77.66 Heng Puan Sri Datin Catherine Yeoh Eng 14,018,200 3.84 249,625,092 (4) 68.38 14,018,200 4.27 249,625,092 (4) 75.98 Neo Dato Milton Norman Ng Kwee 1,400,000 0.38 255,147,392 (3) 69.89 1,400,000 0.43 255,147,392 (3) 77.66 Leong Steven Junior Ng Kwee Leng 1,000,000 0.27 255,147,392 (3) 69.89 1,000,000 0.30 255,147,392 (3) 77.66 Malcolm Jeremy Ng Kwee Seng 3,507,900 0.96 259,347,392 (5) 71.04 3,507,900 1.07 259,347,392 (5) 78.94 Notes: Proforma 1 Assuming purchase of 36,506,380 A & M Shares representing 10% of the issued and paidup share capital of A & M of 365,063,800 A & M Shares as at 31 March 2016 and that the A & M Share so purchased are all cancelled. (1) Deemed interested by virtue of AMJ Development Sdn Bhd s substantial shareholdings in Dalta Industries Sdn Bhd pursuant to Section 6A of the Act. (2) Deemed interested by virtue of his substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act and the shareholdings of his spouse, Puan Sri Datin Catherine Yeoh Eng Neo and sons, Dato Ambrose Leonard Ng Kwee Heng, Dato Milton Norman Ng Kwee Leong, Steven Junior Ng Kwee Leng and Malcolm Jeremy Ng Kwee Seng. (3) Deemed interested by virtue of his parents, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock and Puan Sri Datin Catherine Yeoh Eng Neo s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act. (4) Deemed interested by virtue of her spouse, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act and the shareholdings of her sons, Dato Ambrose Leonard Ng Kwee Heng, Dato Milton Norman Ng Kwee Leong, Steven Junior Ng Kwee Leng and Malcolm Jeremy Ng Kwee Seng. (5) Deemed interested by virtue of his parents, Tan Sri Dato Ng Boon Thong @ Ng Thian Hock and Puan Sri Datin Catherine Yeoh Eng Neo s; his spouse, Lim Hui Y ng s direct shareholdings in A & M and substantial shareholdings in Dalta Industries Sdn. Bhd. pursuant to Section 6A of the Act. 7
6. PUBLIC SHAREHOLDING SPREAD The public shareholding spread of A & M as at 31 March 2016 is 26.63%. Assuming A & M acquires the maximum amount of 36,506,380 A & M Shares representing 10% of the issued and paidup share capital as at 31 March 2016 and that all the A & M Shares so purchased are cancelled, the public shareholding spread of A & M would be reduced to 18.48%. The Board is mindful of the public shareholding spread requirement of at least 25% and will continue to be mindful of the requirement when making any purchase of A & M Shares pursuant to the Proposed Share BuyBack. 7. IMPLICATION RELATING TO THE MALAYSIAN CODE ON TAKEOVERS AND MERGERS 2010 As at 31 March 2016, Dalta Industries Sdn. Bhd. and connected persons hold 73.37 % of the issued and paidup share capital of the Company. Based on the issued and paidup share capital of A & M of 365,063,800 A & M Shares as at 31 March 2016 and assuming the Proposed Share BuyBack is carried out in full and that all the A & M Shares purchased are cancelled, the shareholding of Dalta Industries Sdn. Bhd. in A & M will increase to 81.52%. As Dalta Industries Sdn. Bhd. and connected persons already hold more than fifty per cent (50%) of the voting shares of the Company, any further increase in their shareholding arising from the Proposed Share BuyBack will not, under the Code, give rise to an obligation to undertake a mandatory general offer for the remaining shares of the Company not already owned by the said persons. Accordingly, there will not be any implication relating to the Code arising from the Proposed Share BuyBack. 8. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS Save for the consequential change in the percentage of shareholdings and/or voting rights of the shareholders of the Company as a result of the Proposed Share BuyBack, none of the Directors, substantial shareholders of A & M and/or persons connected with them have any interests, direct or indirect, in the Proposed Share BuyBack. 9. DIRECTORS RECOMMENDATION The Board having taken into consideration the rationale for the Proposed Share BuyBack is of the opinion that the Proposed Renewal of Share BuyBack is in the best interest of the Company. Accordingly, the Board recommends that you vote in favour of the ordinary resolution pertaining to the Proposed Renewal of Share BuyBack to be tabled at the forthcoming AGM. This Statement is dated 29 April 2016 8