KULIM (MALAYSIA) BERHAD (“KULIM” OR “COMPANY”) … fileinto the following conditional sale...

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KULIM (MALAYSIA) BERHAD (“KULIM” OR “COMPANY”)

PROPOSED ACQUISITION BY MAHAMURNI PLANTATIONS SDN BHD (“MPSB”), A WHOLLY-OWNED SUBSIDIARY OF KULIM, OF SIX (6) ESTATES (TOGETHER WITH ALL BUILDINGS AND MILLS (INCLUDING THEIR PLANT AND MACHINERIES) ERECTED THEREON), ALL LOCATED IN THE STATE OF JOHOR WITH A TOTAL LAND AREA MEASURING APPROXIMATELY 13,687 HECTARES FOR A TOTAL CASH CONSIDERATION OF RM700 MILLION (“PROPOSED ACQUISITION”)

1. INTRODUCTION

On behalf of the Board of Directors of KULIM (“Board”), Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that MPSB, has on 16 August 2011 entered into the following conditional sale and purchase agreements (“SPAs”) to formalise the terms and conditions for the Proposed Acquisition: (i) a SPA between MPSB and Johor Corporation (“JCorp”) for the proposed

acquisition of the oil palm plantation land (together with all buildings erected thereon together with assets, equipments, appliances, and plant and machineries located within the oil palm plantation) known as “Sungai Papan Estate” for a total cash consideration of RM183,300,000 (“Proposed Acquisition of Sungai Papan Estate”) (“SPA 1”);

(ii) a SPA between MPSB and JCorp Hotels and Resorts Sdn Bhd (“JHRSB”) (formerly known as Kumpulan Penambang (J) Sdn Bhd), a wholly-owned subsidiary of JCorp, for the proposed acquisition of the oil palm plantation land (together with all buildings erected thereon together with assets, equipments, appliances, and plant and machineries located within the oil palm land) known as “Part of Siang Estate” for a total cash consideration of RM191,600,000 (“Proposed Acquisition of Part of Siang Estate”) (“SPA 2”);

(iii) a SPA between MPSB and JCorp for the proposed acquisition of the land

currently planted with oil palm cultivation (together with all buildings and palm oil mill (“Pasir Panjang Mill”) erected thereon (together with assets, equipments, appliances, and plant and machineries located within the land and Pasir Panjang Mill)) known as “Part of Pasir Panjang Estate” for a total cash consideration of RM71,783,000 (“Proposed Acquisition of Part of Pasir Panjang Estate”) (“SPA 3”); and

(iv) a SPA between MPSB and Johor Foods Sdn Bhd (“JFSB”), a wholly-owned subsidiary of JCorp, for the proposed acquisition of the land currently planted with oil palm cultivation (together with all buildings and palm oil mill (“Palong Mill”) erected thereon (together with assets, equipments appliances, and plant and machineries located within the land and Palong Mill)) known as “Mungka, Kemedak and Palong Estate” for a total cash consideration of RM253,317,000 (“Proposed Acquisition of Mungka, Kemedak and Palong Estate”) (“SPA 4”).

(Sungai Papan Estate, Part of Siang Estate, Part of Pasir Panjang Estate and Mungka, Kemedak and Palong Estate are collectively referred to as “Plantation Estates”. JCorp, JHRSB and JFSB are collectively referred to as “Vendors”.) (The Proposed Acquisition of Sungai Papan Estate, Proposed Acquisition of Part of Siang Estate, Proposed Acquisition of Part of Pasir Panjang Estate and Proposed Acquisition of Mungka, Kemedak and Palong Estate are collectively referred to as “Proposed Acquisition”.)

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2. DETAILS OF THE PROPOSED ACQUISITION

Pursuant to the SPAs, the Vendors had agreed to sell and MPSB has agreed to purchase the Plantation Estates for a total cash consideration of RM700 million (“Total Purchase Consideration”) upon the terms and conditions contained in the relevant SPAs. 2.1 Details of the Plantation Estates

A summary of the information on the Plantation Estates, all of which are currently used and proposed to be used as oil palm plantation land with leasehold tenures are as follows: Plantation Estate name

Total

approximate land area

Approximate planted land

area

Average age of oil palm as at June

2011

No. of

palm oil mills

(hectares) (hectares) (years) Sungai Papan Estate

3,026 2,881 11 -

Part of Siang Estate

3,405 3,186 9 -

Part of Pasir Panjang Estate

(a)1,613 1,466 21 1

Mungka Estate

(b)1,929 1,437 9 -

Kemedak Estate

(b)1,789 1,402 9 -

Palong Estate

1,925

1,660

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Total / Average

13,687 12,032 12 2

Notes:

(a) Comprising estate land of approximately 1,590 hectares and land occupied by Pasir

Panjang Mill of approximately 23 hectares (b)

Comprising estate land and land occupied by Palong Mill as follows: Plantation Estate name Palong Mill’s land area

(hectares) Mungka Estate 17 Kemedak Estate 7

All the Plantation Estates are currently charged to Amanah Raya Berhad. Mungka, Kemedak and Palong Estates are also charged to JCorp, Bank Islam Malaysia Berhad and Commonwealth Development Corporation. Further details of the Plantation Estates including title details, details on buildings erected and productions of oil palm fresh fruit bunches (“FFB”), crude palm oil (“CPO”) and palm kernel (“PK”) for the past three (3) years are set out in Table 1.

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2.2 Salient terms and conditions of the SPAs

2.2.1 SPA 1

The Proposed Acquisition of Sungai Papan Estate is subject to, inter-alia, the following terms and conditions of the SPA 1: (a) JCorp has agreed to sell and MPSB has agreed to purchase the

Sungai Papan Estate free from all encumbrances, liens, caveats and other restraints and with vacant possession and clear from any tenants or form of structure thereof (whichever is applicable) upon the terms and conditions contained therein. The sale and purchase of the Sungai Papan Estate shall be subject to the lease agreements under Skim Perumahan Baktiladang Johor Corporation (“Scheme”) entered into between JCorp and participants of the Scheme (“JCorp Lease Agreements”) and a management agreement dated 2 May 2000 entered into between JCorp and EPA Management Sdn Bhd (“EPA”), a subsidiary of KULIM which manages the plantation estates, of, among others, the Sungai Papan Estate and Part of Pasir Panjang Estate (“JCorp Management Agreement”).

(b) The purchase price for the Sungai Papan Estate is

RM183,300,000 only and shall be paid as follows:

(i) 10% deposit to be paid to MPSB’s solicitors as stakeholder and MPSB’s solicitors shall be authorised to release the deposit upon the fulfillment of the SPA 1 Conditions Precedent (as defined herein); and

(ii) 90% of the purchase price shall be paid within three (3)

months from the day upon the fulfillment of the SPA 1 Conditions Precedent (as defined herein) (“SPA 1 Completion Date”). In the event MPSB fails to pay the said balance within three (3) months, an extension of time not exceeding 30 days (“SPA 1 Extended Completion Date”) will be granted to MPSB provided however that MPSB shall pay to JCorp penalty of 8% per annum on such amount remaining unpaid from the commencement of 30 days till the date of actual payment.

(c) The SPA 1 is subject to the fulfillment of the following conditions

precedent:

(i) By JCorp

(aa) approval of the board of directors of JCorp in respect of the disposal of the Sungai Papan Estate to MPSB (which has already been obtained);

(bb) approval of the Estate Land Board (“ELB”) for

the transfer of the Sungai Papan Estate in favour of MPSB pursuant to the provision of Section 214A of the National Land Code; and

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(cc) approval from the State Authority of Johor in respect of the restriction in interest in the issue documents of title to the Sungai Papan Estate for transfer of the Sungai Papan Estate in favour of MPSB;

(ii) By MPSB

(aa) approval validly passed by KULIM in its capacity as the shareholder of MPSB in a general meeting for the purchase of the Sungai Papan Estate;

(bb) approval of the board of directors of MPSB in

respect of the purchase of the Sungai Papan Estate from JCorp (which has already been obtained);

(cc) approval validly passed by the shareholders of

KULIM in a general meeting for the purchase of the Sungai Papan Estate by MPSB from JCorp; and

(dd) approval of the Board in respect of the purchase

of the Sungai Papan Estate by MPSB from JCorp (which has already been obtained).

(collectively referred to as “SPA 1 Conditions Precedent”) (c) The SPA 1 Conditions Precedent shall be obtained within six (6)

months from the date of SPA1 and in the event of non fulfillment of the SPA 1 Conditions Precedent within six (6) months period, an extension of three (3) months will be granted to fulfill the same.

(d) In the event of non fulfillment of the SPA 1 Conditions Precedent

within the extension of three (3) months or no waiver is granted, the affected party will be given one (1) month to remedy and rectify the fulfillment of the SPA 1 Conditions Precedent. In the event the SPA 1 Conditions Precedent is unable to be fulfilled by the parties, the deposit will be refunded together with interest earned on the fixed deposit, free from penalty.

(e) The delivery of vacant possession of the Sungai Papan Estate

shall be subject to the JCorp Lease Agreements and JCorp Management Agreement.

(f) JCorp and MPSB shall within 14 days from the SPA 1

Completion Date and/or the SPA 1 Extended Completion Date enter into an assignments where JCorp shall assign absolutely, transfer or otherwise convey to MPSB all its rights, interests, benefits, responsibilities and obligations under the JCorp Management Agreement and JCorp Lease Agreements (save for antecedent breaches).

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(g) MPSB shall on the SPA 1 Completion Date and/or SPA 1 Extended Completion Date whichever is applicable take over and purchase the consumables (include but not limited to fertilizers, chemicals, equipments, instruments, devices, appliances and stocks deemed necessary for oil palm plantation) at a consideration to be valued and agreed to between JCorp and MPSB.

2.2.2 SPA 2

The Proposed Acquisition of Part of Siang Estate is subject to, inter-alia, the following terms and conditions of the SPA 2: (a) JHRSB has agreed to sell and MPSB has agreed to purchase

the Part of Siang Estate free from all encumbrances, liens, caveats and other restraints and with vacant possession and clear from any tenants or form of structure thereof (whichever is applicable) upon the terms and conditions contained therein. The sale and purchase of the Part of Siang Estate shall be subject to the lease agreements under the Scheme entered into between JHRSB and participants of the Scheme (“JHRSB Lease Agreements”) and the management agreement dated 2 May 2000 entered into between JHRSB and EPA for the management of the Part of Siang Estate (“JHRSB Management Agreement”).

(b) The purchase price for the Part of Siang Estate is




months from the day upon the fulfillment of the SPA 2 Conditions Precedent (as defined herein) (“SPA 2 Completion Date”). In the event MPSB fails to pay the said balance within three (3) months, an extension of time not exceeding 30 days (“SPA 2 Extended Completion Date”) will be granted to MPSB provided however that MPSB shall pay to JHRSB penalty of 8% per annum on such amount remaining unpaid from the commencement of 30 days till the date of actual payment.

(c) The SPA 2 is subject to the fulfillment of the following conditions

precedent:

(i) By JHRSB

(aa) approval of the board of directors of JHRSB and JCorp in its capacity as the shareholder of JHRSB in respect of the disposal of the Part of Siang Estate to MPSB (which the former has already been obtained);

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(bb) approval of the ELB for the transfer of the Part of Siang Estate in favour of MPSB pursuant to the provision of Section 214A of the National Land Code; and

(cc) approval from the State Authority of Johor in

respect of the restriction in interest in the issue documents of title to the Part of Siang Estate for transfer of the Part of Siang Estate in favour of MPSB;

(ii) By MPSB

(aa) approval validly passed by KULIM in its capacity as the shareholder of MPSB in a general meeting for the purchase of the Part of Siang Estate;


respect of the purchase of the Part of Siang Estate from JHRSB (which has already been obtained);

(cc) approval validly passed by the shareholders of

KULIM in a general meeting for the purchase of the Part of Siang Estate by MPSB from JHRSB; and


of the Part of Siang Estate by MPSB from JHRSB (which has already been obtained).

(collectively referred to as “SPA 2 Conditions Precedent”) (d) The SPA 2 Conditions Precedent shall be obtained within six (6)

months from the date of SPA 2 and in the event of non fulfillment of the SPA 2 Conditions Precedent within six (6) months period, an extension of three (3) months will be granted to fulfill the same.

(e) In the event of non fulfillment of the SPA 2 Conditions Precedent

within the extension of three (3) months or no waiver is granted, the affected party will be given one (1) month to remedy and rectify the fulfillment of the SPA 2 Conditions Precedent. In the event the SPA 2 Conditions Precedent is unable to be fulfilled by the parties, the deposit will be refunded together with interest earned on the fixed deposit, free from penalty.

(f) The delivery of vacant possession of the Part of Siang Estate

shall be subject to the JHRSB Lease Agreements and JHRSB Management Agreement.

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(g) JHRSB and MPSB shall within 14 days from the SPA 2 Completion Date and/or the SPA 2 Extended Completion Date enter into an assignments where JHRSB shall assign absolutely, transfer or otherwise convey to MPSB all its rights, interests, benefits, responsibilities and obligations under the JHRSB Management Agreement and JHRSB Lease Agreements (save for antecedent breaches).

(h) MPSB shall on the SPA 2 Completion Date and/or SPA 2

Extended Completion Date whichever is applicable take over and purchase the consumables (include but not limited to fertilizers, chemicals, equipments, instruments, devices, appliances and stocks deemed necessary for oil palm plantation) at a consideration to be valued and agreed to between JHRSB and MPSB.

2.2.3 SPA 3

The Proposed Acquisition of Part of Pasir Panjang Estate is subject to, inter-alia, the following terms and conditions of the SPA 3: (a) JCorp has agreed to sell and MPSB has agreed to purchase the

Part of Pasir Panjang Estate free from all encumbrances, liens, caveats and other restraints and with vacant possession and clear from any tenants or form of structure thereof (whichever is applicable) upon the terms and conditions contained therein. The sale and purchase of the Part of Pasir Panjang Estate shall be subject to the lease agreements (“JCorp Lease Agreements 2”) and licence agreements (“JCorp Licence Agreements”) entered between JCorp and participants of the Scheme and the JCorp Management Agreement.

(b) The purchase price for the Part of Pasir Panjang Estate is




months from the day upon the fulfillment of the SPA 3 Conditions Precedent (as defined herein) (“SPA 3 Completion Date”). In the event MPSB fails to pay the said balance within three (3) months, an extension of time not exceeding 30 days (“SPA 3 Extended Completion Date”) will be granted to MPSB provided however that MPSB shall pay to JCorp penalty of 8% per annum on such amount remaining unpaid from the commencement of 30 days till the date of actual payment.

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(c) The SPA 3 is subject to the fulfillment of the following conditions precedent:

(i) By JCorp

(aa) approval of the board of directors of JCorp in respect of the disposal of the Part of Pasir Panjang Estate to MPSB (which has already been obtained);

(bb) approval of the ELB for the transfer of the Part of

Pasir Panjang Estate in favour of MPSB pursuant to the provision of Section 214A of the National Land Code;


respect of the restriction in interest in the issue documents of title to the Part of Pasir Panjang Estate for transfer of the Part of Pasir Panjang Estate in favour of MPSB;

(dd) approval from the State Authority of Johor for

the conversion of category of land use from tapioca to oil palm;

(ee) approval from the State Authority of Johor for

the extension of lease to 99 years; and (ff) completion of the termination of the tenancy

entered into between JCorp and Irawi Holdings Sdn Bhd in respect of the Pasir Panjang Mill;

(ii) By MPSB

(aa) approval validly passed by KULIM in its capacity as the shareholder of MPSB in a general meeting for the purchase of the Part of Pasir Panjang Estate;

(bb) approval of the board of directors of MPSB in respect of the purchase of the the Part of Pasir Panjang Estate from JCorp (which has already been obtained);

(cc) approval validly passed by the shareholders of KULIM in a general meeting for the purchase of the Part of Pasir Panjang Estate by MPSB from JCorp;

(dd) approval of the Board in respect of the purchase of the Part of Pasir Panjang Estate by MPSB from JCorp (which has already been obtained); and

(ee) a satisfactory due diligence conducted by MPSB in respect of the Pasir Panjang Mill.

(collectively referred to as “SPA 3 Conditions Precedent”)

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(d) The SPA 3 Conditions Precedent shall be obtained within six (6) months from the date of SPA 3 and in the event of non fulfillment of the SPA 3 Conditions Precedent within six (6) months period, an extension of three (3) months will be granted to fulfill the same.

(e) In the event of non fulfillment of the SPA 3 Conditions Precedent

within the extension of three (3) months or no waiver is granted, the affected party will be given one (1) month to remedy and rectify the fulfillment of the SPA 3 Conditions Precedent. In the event the SPA 3 Conditions Precedent is unable to be fulfilled by parties, the deposit will be refunded together with interest earned on the fixed deposit, free from penalty.

(f) The delivery of vacant possession of the Part of Pasir Panjang

Estate shall be subject to the JCorp Lease Agreements 2, JCorp Licence Agreements and JCorp Management Agreement.

(g) JCorp and MPSB shall within 14 days from the SPA 3

Completion Date and/or the SPA 3 Extended Completion Date enter into an assignments where JCorp shall assign absolutely, transfer or otherwise convey to MPSB all its rights, interests, benefits, responsibilities and obligations under the JCorp Lease Agreements 2, JCorp Licence Agreements and JCorp Management Agreement (save for antecedent breaches).


Extended Completion Date whichever is applicable take over and purchase the consumables (include but not limited to fertilizers, chemicals, equipments, instruments, devices, appliances and stocks deemed necessary for oil palm plantation) at a consideration to be valued and agreed to between JCorp and MPSB.

(i) In the event that the actual position, measurement, boundary or

area of the Part of Pasir Panjang Estate in the new document of title issued by the State Authority of Johor upon JCorp duly obtained the approval from the State Authority of Johor in respect of the conversion of category of land use from tapioca to oil palm and extension of lease to 99 years shall be different from the current measurement there shall be an adjustment of the purchase price of the Part of Pasir Panjang Estate for the difference of the current measurement calculated at the following rates of:

(i) RM38,000 per hectare if the affected area is in respect of

the Part of Pasir Panjang Estate excludes the Pasir Panjang Mill’s land area; and/or

(ii) RM240,000 per hectare if the affected area is in respect

of the Pasir Panjang Mill.

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Any payment resulting from the adjustment of the purchase price which is due to the actual position, measurement, boundary or area of the Part of Pasir Panjang Estate in the new document of title issued by the State Authority exceeds 5% of the current measurement, shall be paid by MPSB shall be so paid in accordance with the terms and conditions under Section 2.2.3 (b). In the event the adjustment of the purchase price is due to the actual position, measurement, boundary or area of the Part of the Pasir Panjang Estate in the new document of title issued by the State Authority less than 5% of the current measurement, the purchase price shall be deducted accordingly and MPSB shall pay the revised purchase price less the adjustment of the purchase price to JCorp in accordance with the terms and conditions under Section 2.2.3 (b).

2.2.4 SPA 4

The Proposed Acquisition of Mungka, Kemedak and Palong Estate is subject to, inter-alia, the following terms and conditions of the SPA 4: (a) JFSB has agreed to sell and MPSB has agreed to purchase the

Mungka, Kemedak and Palong Estate free from all encumbrances, liens, caveats and other restraints and with vacant possession and clear from any tenants or form of structure thereof (whichever is applicable) upon the terms and conditions contained therein. The sale and purchase of the Mungka, Kemedak and Palong Estate shall be subject to the two (2) tenancy agreements entered into between JFSB and Celcom (Malaysia) Berhad both dated 20 February 2010 in respect of the Mungka, Kemedak and Palong Estate (“JFSB Existing Tenancy”) and the management agreement dated 2 May 2000 entered into between JFSB and EPA for the management of the Mungka, Kemedak and Palong Estate (“JFSB Management Agreement”).

(b) The purchase price for the Mungka, Kemedak and Palong Estate

is RM253,317,000 only and shall be paid as follows:



months from the day upon the fulfillment of the SPA 4 Conditions Precedent (as defined herein) (“SPA 4 Completion Date”). In the event MPSB fails to pay the said balance within three (3) months, an extension of time not exceeding 30 days (“SPA 4 Extended Completion Date”) will be granted to MPSB provided however that MPSB shall pay to JFSB penalty of 8% per annum on such amount remaining unpaid from the commencement of 30 days till the date of actual payment.

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(c) The SPA 4 is subject to the fulfillment of the following conditions precedent:

(i) By JFSB

(aa) approval of the board of directors of JFSB and

JCorp in its capacity as the shareholder of JFSB in respect of the disposal of the Mungka, Kemedak and Palong Estate to MPSB (which the former has already been obtained);

(bb) approval of the ELB for the transfer of the

Mungka, Kemedak and Palong Estate in favour of MPSB pursuant to the provision of Section 214A of the National Land Code;


respect of the restriction in interest in the issue documents of title to the Mungka, Kemedak and Palong Estate for transfer of the Mungka, Kemedak and Palong Estate in favour of MPSB;

(dd) approval from the State Authority of Johor for

the conversion of category of land use from cocoa to oil palm; and

(ee) approval from the State Authority of Johor for

the extension of lease to 99 years;

(ii) By MPSB

(aa) approval validly passed by KULIM in its capacity as the shareholder of MPSB in the general meeting for the purchase of the Mungka, Kemedak and Palong Estate;


respect of the purchase of the Mungka, Kemedak and Palong Estate from JFSB (which has already been obtained);

; (cc) approval validly passed by the shareholders of

KULIM in the general meeting for the purchase of the Mungka, Kemedak and Palong Estate by MPSB from JFSB;


of the Mungka, Kemedak and Palong Estate by MPSB from JFSB (which has already been obtained); and

(ee) a satisfactory due diligence conducted by MPSB

in respect of the Palong Mill.

(collectively referred to as “SPA 4 Conditions Precedent”)

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(d) The SPA 4 Conditions Precedent shall be obtained within six (6) months from the date of SPA 4 and in the event of non fulfillment of the SPA 4 Conditions Precedent within six (6) months period, an extension of three (3) months will be granted to fulfill the same.

(e) In the event of non fulfillment of SPA 4 Conditions Precedent

within the extension of three (3) months or no waiver is granted, the affected party will be given one (1) month to remedy and rectify the fulfillment of the SPA 4 Conditions Precedent. In the event the SPA 4 Conditions Precedent is unable to be fulfilled by parties, the deposit will be refunded together with interest earned on the fixed deposit, free from penalty.

(f) The delivery of vacant possession of the Mungka, Kemedak and

Palong Estate shall be subject to the JFSB Existing Tenancy and JFSB Management Agreement.

(g) JFSB and MPSB shall within 14 days from the SPA 4

Completion Date and/or the SPA 4 Extended Completion Date enter into an assignments where JFSB shall assign absolutely, transfer or otherwise convey to MPSB all its rights, interests, benefits, responsibilities and obligations under the JFSB Existing Tenancy and JFSB Management Agreement (save for antecedent breaches).


Extended Completion Date whichever is applicable take over and purchase the consumables (include but not limited to fertilizers, chemicals, equipments, instruments, devices, appliances and stocks deemed necessary for oil palm plantation) at a consideration to be valued and agreed to between JFSB and MPSB.

(i) In the event that the actual position, measurement, boundary or

area of the Mungka, Kemedak and Palong Estate in the new document of title issued by the State Authority of Johor upon JFSB duly obtained the approval from the State Authority of Johor in respect of the conversion of category of land use from cocoa to oil palm and extension of lease to 99 years shall be different from the current measurement there shall be an adjustment of the purchase price of the Mungka, Kemedak and Palong Estate for the difference of the current measurement calculated at the following rates of:

(i) RM42,000 per hectare if the affected area is in respect of

the Mungka, Kemedak and Palong Estate (not including the Palong Mill’s land area); and/or

(ii) RM242,000 only per hectare if the affected area is in

respect of the Palong Mill.

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Any payment resulting from the adjustment of the purchase price which is due to the actual position, measurement, boundary or area of the Mungka, Kemedak and Palong Estate in the new document of title issued by the State Authority exceeds 5% of the current measurement, shall be paid by MPSB shall be so paid in accordance with the terms and conditions under Section 2.2.4 (b). In the event the adjustment of the purchase price is due to the actual position, measurement, boundary or area of the Mungka, Kemedak and Palong Estate in the new document of title issued by the State Authority less than 5% of the current measurement, the purchase price shall be deducted accordingly and MPSB shall pay the revised purchase price less the adjustment of the purchase price to JFSB in accordance with the terms and conditions under Section 2.2.4 (b).

2.3 Basis and justification for the Total Purchase Consideration

The Total Purchase Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the open market value (“OMV”) of the Plantation Estates of RM714,823,000 based on the appraisal by Messrs C H Williams Talhar & Wong, a firm registered with the Board of Valuers, Appraisers & Estate Agents Malaysia and appointed by the Board. The Total Purchase Consideration represents a discount of approximately 2.07% or RM14.82 million to the total OMV of the Plantation Estates. Details on the respective valuation of the Plantation Estates are set out below: Plantation Estate name

Purchase

consideration

OMV

Relevant date of

valuation

Date of valuation

report

Method of valuation

(RM) (RM) Sungai Papan Estate

183,300,000 183,300,000 1 June 2011

1 August 2011

Investment method


191,600,000 191,600,000 1 June 2011

1 August 2011

Investment method


71,783,000 (a)

63,000,000 (b)

12,056,000 1 June

2011 1 August

2011 Investment method for

plantation and land and

depreciated replacement cost method for Pasir

Panjang Mill

Mungka Estate

81,200,000 1 June 2011

1 August 2011

Investment method

Kemedak Estate

253,317,000 83,100,000 1 June 2011

1 August 2011

Investment method

Palong Estate

(c)84,700,000

(d)15,867,000

1 June 2011

1 August 2011

Investment method for

plantation and land and

depreciated replacement cost

method for Palong Mill

Total

700,000,000 714,823,000

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Notes: (a)

OMV for Part of Pasir Panjang Estate save for Pasir Panjang Mill (b)

OMV for Pasir Panjang Mill (c)

OMV for Palong Estate save for Palong Mill (d)

OMV for Palong Mill

Given that the SPAs are not conditional upon each other, the total discount of approximately 2.07% of the Total Purchase Consideration to the total OMV of the Plantation Estates may not apply in the event that all the four (4) SPAs are not completed. However, it is the Company’s intention to complete the Proposed Acquisition.

2.4 Source of funding

The Company intends to fund the Proposed Acquisition through internally generated funds and/or bank borrowings. The exact mix of internally generated funds and/or bank borrowings will be determined by the management of the Company after taking into consideration, among others, KULIM and its subsidiaries’ (“KULIM Group” or “Group”) gearing level, interest costs, available funds and internal cash requirements for its business operations.

2.5 Liabilities to be assumed by KULIM Group

The Group (including MPSB) will not be assuming any liabilities, including contingent liabilities and guarantees pursuant to the Proposed Acquisition.

2.6 Latest audited net book value (“NBV”) and original cost and date of

investment

The original cost and date of investment and the latest audited NBV of the Plantation Estates based on the respective latest audited accounts of the respective Vendors for the relevant financial year ended (“FYE”) are as follows: Plantation Estate name

Audited NBV as at 31 December 2010

Original cost of investment

Date of investment

(RM) (RM) Sungai Papan Estate

164,673,931 152,006,800 23 September 1991


35,772,516

742,036

31 July 2002


(a)5,563,152 1,041,703 16 November 2000

Mungka Estate

19 August 1984

Kemedak Estate

(b)

52,146,421 6,682,805 19 August 1984

Palong Estate

21 October 1985

Total

258,156,020 160,473,344

Notes: (a)

Includes the audited NBV of Pasir Panjang Mill as at 31 December 2010 of RM3,042,026 (b)

Includes the audited NBV of Palong Mill as at 31 December 2010 of RM9,990,569

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3. INFORMATION ON THE VENDORS 3.1 JCorp

JCorp is a body corporate established under the Johor Corporation Enactment (No. 4 of 1968) (as amended by Enactment No. 5 of 1995). JCorp is principally an investment holding entity and its subsidiary companies are principally involved in palm oils, plantations, specialist healthcare services, property development, quick service restaurants and food related activities and intrapreneur ventures. JCorp’s other principal business ventures include logistic and industrial property development, intrapreneur business development, unit trusts, commercial property management and the hospitality business. As at 31 July 2011, the directors of JCorp are as follows: (i) YAB Dato’ Haji Abdul Ghani bin Othman (Chairman); (ii) Tuan Haji Kamaruzzaman bin Abu Kassim; (iii) YB Datuk Haji Ahmad Zahri bin Jamil; (iv) YB Tuan Haji Obet bin Tawil; (v) YB Datuk Abdul Rahman Putra bin Dato’ Haji Taha; (vi) YB Tuan Haji Marsan bin Kassim; (vii) Y Bhg Datuk Dr Rebecca Fatima Sta Maria; (viii) Y Bhg Dato’ Sri Dr Ali bin Hamsa; (ix) Y Bhg Datuk Dr Rahamat Bivi binti Yusoff; and (x) Y Bhg Dato’ Paduka Ismee bin Ismail.

3.2 JHRSB

JHRSB was incorporated in Malaysia on 19 December, 1970 as a private limited company under the Companies Act, 1965 (“Act”) under the name of Johor Silica Sdn Bhd. It changed its name to Kumpulan Penambang (Johor) Sdn Bhd on 19 May 1990 before it assumed its current name on 20 June 2011. As at 31 July 2011, its authorised share capital is RM332,410,000 comprising 60,000,000 ordinary shares of RM1.00 each in JHRSB (“JHRSB Shares”) and 272,410,000 redeemable convertible preference shares of RM1.00 each in JHRSB (“JHRSB RCPS”), of which RM318,610,000 comprises of 46,200,000 JHRSB Shares and 272,410,000 JHRSB RCPS have been issued and credited as fully paid-up. JHRSB is a wholly-owned subsidiary of JCorp.

JHRSB is principally involved in the cultivation of oil palm, cocoa and coconut and investment holding. As at 31 July 2011, the directors of JHRSB are as follows:

(i) Tuan Haji Kamaruzzaman bin Abu Kassim (Chairman); (ii) Tuan Haji Abdul Rahman bin Sulaiman;

(iii) Tuan Haji Rozan bin Mohd Sa'at; (iv) Datin Paduka Siti Sa'diah binti Sheikh Bakir;

(v) Md Shahrodin bin Md Yunos; (vi) Mohamad Mazlan bin Ali; and (vii) Amiruddin bin Abdul Satar.

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3.3 JFSB

JFSB was incorporated in Malaysia on 31 March 1980 as a private limited company under the Act under the name of Palong Cocoa Sdn Bhd. It changed its name to JSEDC Foods Sdn Bhd on 19 January 1995 before it assumed its current name on 10 June, 1996. As at 31 July 2011, its authorised share capital is RM26,000,000 comprising 26,000,000 ordinary shares of RM1.00 each in JFSB (“JFSB Shares”), of which 26,000,000 JFSB Shares have been issued and credited as fully paid-up. JFSB is a wholly-owned subsidiary of JCorp.

JFSB is principally involved in the cultivation of oil palm and investment holding. As at 31 July 2011, the directors of JFSB are as follows:

(i) Tuan Haji Kamaruzzaman bin Abu Kassim (Chairman);

(ii) Md Shahrodin bin Md Yunos; (iii) Anisah binti Ramdan;

(iv) Azli bin Mohamed; and (v) Othamannor bin Muhamad @ Wahab. 4. RATIONALE AND BENEFITS OF THE PROPOSED ACQUISITION

Over the past 36 years, since 1975, KULIM Group has been buying and/or selling on behalf of the Vendors and earning sales commission from the FFB produced from the Plantation Estates on a monthly basis from the Vendors. In addition, KULIM Group has also been managing the day-to-day operations of the Plantation Estates on behalf of the Vendors throughout the said period. Pursuant to the Proposed Acquisition, KULIM Group would be able to reap the full benefits and financial performance of the Plantation Estates directly and hence improve KULIM Group’s revenue stream going forward. Further, the Proposed Acquisition represents an opportunity for the Group to enlarge its oil palm plantation landholdings in Malaysia by 13,687 hectares from its current 34,413 hectares representing an increase of approximately 40%. The Group’s palm oil milling capacity would also be enhanced with the increase in the number of the Group’s palm oil mills in Malaysia from three (3) palm oil mills to five (5) mills. Given the close proximity of the Plantation Estates to the existing oil palm plantation owned by KULIM Group in Johor and considering that the Group has been managing the Plantation Estates for the past 36 years, the Proposed Acquisition is expected to result in synergistic benefits and improved economies of scale for KULIM Group. This acquisition will further solidifies Kulim Group’s position as a significant oil palm plantation company, where the Group’s total planted oil palm hectarage will increase by 10.72% to 124,256 hectares from 112,224 hectares currently.

Apart from operational advantages, the Total Purchase Consideration is also at a discount of 2.07 % to the OMV of the Plantation Estates. The Proposed Acquisition may also reduce the Group’s administrative costs as a result of the reduction in the number of recurrent related party transactions between the Group and the Vendors. This coupled with the expected improvement in revenue stream, synergistic benefits and improved economies of scale highlighted above are all expected to contribute to enhance the future financial performance of the Group.

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5. PROSPECTS OF THE PLANTATION ESTATES The prospects of the Plantation Estates are inherently linked to the outlook of the Global and Malaysian economy in general and the oil palm plantation and processing of palm oil related products industry. 5.1 Overview and outlook of the global economy

The recovery is gaining strength, but unemployment remains high in advanced economies, and new macroeconomic risks are building in emerging market economies. In advanced economies, the hand-off from public to private demand is advancing, reducing concerns that diminishing fiscal policy support might cause a “double-dip” recession. Financial conditions continue to improve, although they remain unusually fragile. In many emerging market economies, demand is robust and overheating is a growing policy concern. Developing economies, particularly in sub-Saharan Africa, have also resumed fast and sustainable growth. Rising food and commodity prices pose a threat to poor households, adding to social and economic tensions, notably in the Middle East and North Africa. Oil price increases since January 2011 and information on supply, including on spare capacity, suggest that the disruptions so far would have only mild effects on economic activity. An earthquake in Japan has exacted a terrible human toll. Its macroeconomic impact is projected to be limited, although uncertainty remains elevated. Overall, with the recovery stronger on the one hand but oil supply growth lower on the other, projections for global real GDP growth in 2011-12 are little changed from the January 2011 World Economic Outlook Update. But downside risks have risen. World real GDP growth is forecast to be about 4.5 percent in 2011 and 2012, down modestly from 5% in 2010. Real GDP in advanced economies and emerging and developing economies is expected to expand by about 2.5% percent and 6.5%, respectively. Downside risks continue to outweigh upside risks. In advanced economies, weak sovereign balance sheets and still-moribund real estate markets continue to present major concerns, especially in certain euro area economies; financial risks are also to the downside as a result of the high funding requirements of banks and sovereigns. New downside risks are building on account of commodity prices, notably for oil, and relatedly, geopolitical uncertainty, as well as overheating and booming asset markets in emerging market economies. However, there is also the potential for upside surprises to growth in the short term, owing to strong corporate balance sheets in advanced economies and buoyant demand in emerging and developing economies.

(Source: World Economic Outlook 2011, International Monetary Fund)

5.2 Overview and outlook of the Malaysian economy

The Malaysian economy registered a growth rate of 4.6% in the first quarter of 2011. The expansion in domestic demand was supported by higher private sector spending, while external demand also recorded a stronger growth during the quarter, mainly as a result of regional demand for commodities and non-electrical and electronic products. On the supply side, all major economic sectors, except the primary commodity sector, continued to expand during the quarter, albeit at a more moderate pace.

(Source: Economic and Financial Developments in Malaysia in the First Quarter of 2011, Bank Negara Malaysia)

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With the implementation of programs and projects under the 2011 Budget as well as the prospects of moderate global economic and trade expansion, the Malaysian economy is expected to register growth of 5.0% to 6.0%. The expansion will be supported by resilient domestic demand, particularly private expenditure. Growth is expected to be broad-based, led by strong expansion in the manufacturing and services sectors in an environment of stable prices with inflation below 3.0%. Per capita income will increase 6.0% from RM26,355 in 2010 to RM27,950 in 2011 or in purchasing power parity terms from USD14,102 to USD16,028.

Meanwhile, continued emphasis on fiscal reforms for greater efficiency and value-for-money in government spending as well as a wider revenue base is expected to further reduce the fiscal deficit to 5.4%.

(Source: Economic Report 2010/2011, Ministry of Finance Malaysia)

5.3 Overview and outlook of the oil palm plantation and processing of palm oil

related products industry

World production of total vegetable oils had decreased by 7.1% to 42.31 million tonnes (“Mn T”) in the first quarter of 2011 from 45.54 Mn T in the fourth quarter of 2010. This was mainly due to smaller production of major vegetable oils in various producing countries. The production of palm oil has dropped by nearly 17% or about 2 Mn T to 10.13 Mn T in the first quarter of 2011. Similarly, production of soybean oil, rapeseed oil and sunflower oil had also slowed down from 10.55 Mn T to 9.7 Mn T (8.1%) from 6.03 Mn T to 5.72 Mn T (5.1%) and from 3.61 Mn T to 3.2 Mn T (11.6%). Meanwhile, palm kennel oil has decreased by 15.3% to 1.17 Mn T. Year-on-year and compared to the same quarter last year, the production of major oils had grown marginally by 1.6% from 41.63 Mn T to 42.31 Mn T. Soybean oil registered an increase in production by 9.8% from 8.83 Mn T in the first quarter of 2010. Production of palm oil had only shown slight increment of 1%. On the other hand, rapeseed oil and sunflower oil recorded lower production of 3.9%. (Source: Quarterly Report on Oils and Fats, 1

st Quarter 2011, Malaysian Palm Oil Board)

The Malaysian oil palm industry recorded mixed performance in 2010. Lower CPO production and higher exports pushed palm oil stocks down to 1.62 million tones. Tight vegetable oil supplies and high crude oil prices during the year pushed palm oil price from a comfortable level of RM2,500 in the first half of the year to more than RM3,000 towards the end of the year. Export earnings from oil palm products reached RM59.77 billion, an increase of 20.4% from RM49.66 billion recorded the previous year. The total oil palm planted area in the country increased by 3.4% to 4.85 million hectares in 2010 with the largest expansion in Sarawak, an increase of 79,670 hectares or 9.5% and Sabah with an increase of 48,078 hectares or 3.5%. Peninsular Malaysia recorded an increase of 34,858 hectares or 1.4%. Sabah is still the largest oil palm planted state, accounting for 1.4 million hectares or 29% of the total planted area in the country, followed by Sarawak with 0.9 million hectares or 19%.

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CPO production dropped by 3.3% to 16.99 Mn T from 17.56 Mn T in 2009. Peninsular Malaysia and Sabah both registered declines of 6.1% and 2.5% to 9.5 Mn T and 5.3 Mn T respectively. Sarawak’s CPO production however increased by 9.3% to 2.2 Mn T. The average FFB yield fell 6.1% to 18.03 tonnes per hectare while Oil Extraction Rate (“OER”) was 20.45%, lower by 0.2% compared to 20.45% in 2009. Unusual weather patterns of hot and dry conditions from El Nino phenomena in the first half of the year and excessive rainfalls from La Nina phenomena in the second half had affected the FFB yield and OER which in turn contributed to the lower CPO production. Heavy rainfall and floods especially towards end of the year had affected harvesting activity.

Total exports of oil palm products, consisting of palm oil, palm kernel oil, palm kernel cake, oleochemicals, biodiesel and finished products increased by 2.8% or 0.63 Mn T to 23.06 Mn T in 2010 from 22.43 Mn T recorded in 2009. Total export earnings also rose by 20.4% or RM10.13 billion to RM59.77 billion compared to the RM49.66 billion achieved in 2009 because of higher export prices. Most of the oil palm products registered increases in exports, except for finished products and biodiesel. Palm oil stocks in 2010 closed at 1.62 Mn T, down by 27.9% as compared to the previous year’s closing level of 2.24 Mn T. The decline was mainly due to lower CPO production by 3.3% coupled with increase in export demand by 4.9%. CPO prices traded at RM2,549.50 per tonne during the first half of the year, supported by positive sentiments related to supply tightness of vegetable oils in the world market and low domestic palm oil stocks. Subsequently, during the second half of the year, bullish market sentiments supported by firmer crude oil price, coupled with world vegetable oils supply tightness, especially that of palm oil and soyabean oil supported positive price sentiments. This resulted in the increase of second half of the year average CPO price to RM2,837.50 per tonne level. The average CPO price in 2010 increased by 20.8% or RM464.50 to RM2,701.00 against RM2,236.50 in the previous year. (Source: Overview of the Malaysian Oil Palm Industry 2010, Malaysian Palm Oil Board)

In light of the factors above and the expectation of continuing growth and long term sustainable demand for products associated with the palm oil industry, the Board is optimistic of the positive prospects of the Plantation Estates.

6. RISK FACTORS

The Board does not foresee any material risks arising from the Proposed Acquisition given that the Group is already involved in the plantation business and KULIM Group has been managing the Plantation Estates on behalf of the Vendors for the past 36 years. However, there may be additional risks arising from the Proposed Acquisition which may include, among others, the following:

6.1 Non-completion of the Proposed Acquisition

In the event the conditions precedent of the relevant SPAs are not fulfilled, the Proposed Acquisition cannot be completed. However, the conditions precedents are customary to the SPAs and the Board is not aware of circumstance or facts within its control that may cause the non-completion of the Proposed Acquisition.

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6.2 Compulsory acquisition by the Government The Malaysian Government has the power to compulsorily acquire any land in Malaysia pursuant to the provisions of the applicable legislation including the Land Acquisition Act 1960. In such event, the amount of compensation to be awarded is based on the fair market value of the property and is assessed on the basis prescribed in the Land Acquisition Act 1960 and other relevant laws. If the Plantation Estates is compulsorily acquired by the Malaysian Government at such point in time when the market value of the Plantation Estates is lower than the purchase price (as the case may be), the compulsory acquisition could adversely affect the financial results of the Group.

6.3 Event of default by MPSB pursuant to the SPAs

In the event that MPSB defaulted by failing to pay the Total Purchase Consideration or penalty in accordance with the provisions of the relevant SPAs or failing to observe or perform or otherwise be in breach of any of the provisions of the relevant SPAs or the memorandum of transfer for the Plantation Estates is not accepted or is rejected for registration or is not registered for any reason whatsoever due to the default, wilful neglect, omission or blameworthy conduct on the part of MPSB, and such failure or breach or reason for non-acceptance or rejection or non-registration is not remedied by MPSB within 14 days after the Vendors give written notice to MPSB to remedy the same and the Vendors are not in breach of any of the provisions of the relevant SPAs, the Vendors shall be entitled at the cost and expense of MPSB and at the Vendors’ sole discretion to the remedy of specific performance of the relevant SPAs or to terminate the relevant SPAs at any time thereafter by notice in writing to MPSB whereupon MPSB shall at its own cost and expense: (i) re-deliver possession of the relevant Plantation Estates to the Vendors (if

it has already been delivered to MPSB) without any rental or compensation being payable;

(ii) deliver or cause to be delivered to the Vendors the valid and registrable withdrawal of the relevant private caveat together with the requisite registration fees therefrom; and

(iii) return or cause to be returned to the Vendors the memorandum of transfer, the issue document of title and other relevant documents in relation to the relevant Plantation Estates and reassignment of assignment in respect of the relevant agreements and in exchange for the refund and payment by the Vendors to MPSB of all monies paid towards account of the relevant portions of the Total Purchase Consideration within 21 days of receipt of the relevant notice of termination from MPSB to the Vendors failing which, interest at the rate of 8% per annum shall be payable by the Vendors until full settlement of all monies paid whereupon the relevant SPAs shall terminate and cease to be of any further effect.

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7. EFFECTS OF THE PROPOSED ACQUISITION

7.1 Share capital and substantial shareholders’ shareholding

The Proposed Acquisition will not have any effect on the issued and paid-up share capital of KULIM as well as KULIM’s substantial shareholders’ shareholding, as the Total Purchase Consideration is to be satisfied entirely in cash and does not involve any issuance of new shares in KULIM.

7.2 Net assets (“NA”), NA per share, earnings and earnings per share (“EPS”)

The Proposed Acquisition is not expected to have any material effect on the NA and NA per share of the Group. The Proposed Acquisition is also not expected to have any material effect on the earnings and EPS of the Group for the financial year ending 31 December 2011 as SPA 1 and SPA 2 are expected to be completed by the first quarter of 2012 while SPA 3 and SPA 4 are expected to be completed by the second quarter of 2012. However, the Proposed Acquisition is expected to contribute positively to the future earnings and NA of the Group.

7.3 Gearing For illustration purposes only, the proforma effect of the Proposed Acquisition on the gearing of the Group based on the latest audited financial statements of the Group as at 31 December 2010 on the assumption that the Proposed Acquisition had been effected on that date are as follows:

Audited as at 31 December 2010

After the Proposed

(a)Acquisition

(RM’000) (RM’000) Shareholders’ fund/ NA 3,565,368 3,565,368 Total borrowings 1,926,430 2,556,430 Gearing ratio (times) 0.54 0.72

Note:

(a) Assuming RM630 million, representing 90% of the Total Purchase Consideration for the

Proposed Acquisition will be financed via borrowings

8. APPROVALS REQUIRED

The Proposed Acquisition is subject to and conditional upon approvals being obtained from the following:

(a) approval of ELB for the transfer of the Plantation Estates in favour of MPSB

pursuant to the provision of Section 214A of the National Land Code; (b) approval from the State Authority of Johor in respect of :

(i) the restriction in interest in the issue documents of title to the Sungai Papan Estate, Part of Siang Estate, Part of Pasir Panjang Estate, and Mungka, Kemedak and Palong Estate for transfer in favour of MPSB;

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(ii) the conversion of the category of land use of the Part of Pasir Panjang Estate from tapioca to oil palm and of the Mungka, Kemedak and Palong Estate from cocoa to oil palm;

(iii) the extension of lease in respect of the Part of Pasir Panjang Estate, and Mungka, Kemedak and Palong Estate to 99 years;

(c) approval validly passed by KULIM in its capacity as the shareholder of MPSB in a general meeting for the Proposed Acquisition;

(d) approval validly passed by the shareholders of KULIM at an extraordinary general

meeting (“EGM”) to be convened for the Proposed Acquisition; and (e) any other relevant parties, if required.

Applications to the relevant authorities in respect of the Proposed Acquisition shall be submitted within a reasonable time from the date of this announcement. The Proposed Acquisition of Sungai Papan Estate, Proposed Acquisition of Part of Siang Estate, Proposed Acquisition of Part of Pasir Panjang Estate and Proposed Acquisition of Mungka, Kemedak and Palong Estate are not conditional upon each other. The Proposed Acquisition is not conditional upon any other corporate exercise undertaken or to be undertaken by KULIM.

9. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED Tuan Haji Kamaruzzaman bin Abu Kassim, Tuan Haji Ahamad bin Mohamad, Wong Seng Lee, Datin Paduka Siti Sa’diah binti Sheikh Bakir, Tuan Haji Rozan bin Mohd Sa’at and Tuan Haji Zulkifli bin Ibrahim who are all Directors of KULIM (“Interested Directors”) are deemed interested in the Proposed Acquisition by virtue of them being persons connected with JCorp pursuant to Section 122A of the Act as they are also the senior management of JCorp. Accordingly, the Interested Directors have abstained and will continue to abstain from all deliberations and voting on the Proposed Acquisition at the relevant Board meetings of the Company.

They will also abstain and have also undertaken to ensure that persons connected with them will also abstain, from voting in respect of their direct and/or indirect shareholdings in KULIM, if any, on the resolution on the Proposed Acquisition at an EGM to be convened. In addition, JCorp who is a major shareholder and the ultimate holding corporation of KULIM (“Interested Major Shareholder”) is interested in the Proposed Acquisition as it is one of the Vendors and also the holding company of the other two (2) vendors, namely JFSB and JHRSB.

Accordingly, JCorp will abstain and have also undertaken to ensure that persons connected with it will abstain, from voting in respect of their direct and/or indirect shareholdings in KULIM, if any, on the resolution on the Proposed Acquisition at an EGM to be convened.

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The shareholdings of JCorp and the Interested Directors in KULIM as at 31 July 2011 are as follows:

Direct Indirect

No. of shares % No. of shares %

Interested Major Shareholder

JCorp 699,610,460 56.66 (a) 5,081,400 0.40

Interested Directors

Tuan Haji Kamaruzzaman bin Abu Kassim - - - -

Tuan Haji Ahamad bin Mohamad 963,400 0.08 - -

Wong Seng Lee 251,200 0.02

Datin Paduka Siti Sa’diah binti Sheikh Bakir

278,000 0.02 - -

Tuan Haji Rozan bin Mohd Sa’at 800 ^ - -

Tuan Haji Zulkifli bin Ibrahim - - - -

Notes: ^ Negligible (a)

Deemed interest through its interest in Johor Land Berhad (“JLand”) and Johor Ventures Sdn Bhd (“JVSB”) pursuant to Section 6A of the Act

Save as disclosed above, none of the Directors or major shareholders of the

Company or persons connected with them has any interest, direct or indirect, in the Proposed Acquisition. 10. DIRECTORS’ STATEMENT

The Board (save for the Interested Directors), having considered the rationale, benefits, effects, risk factors and terms of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company and the Group.

11. STATEMENT BY AUDIT COMMITTEE

The audit committee of KULIM, after having considered all aspects of the Proposed Acquisition, including but not limited to the rationale for the Proposed Acquisition, the basis and justification for the Total Purchase Consideration, salient terms of the SPAs, the prospects of the Plantation Estates and the advice of the Independent Adviser, is of the view that: (i) the Proposed Acquisition is fair, reasonable and on normal commercial terms;

(ii) the Proposed Acquisition is in the best interest of KULIM; and

(iii) the Proposed Acquisition is not detrimental to the interests of the non-interested

shareholders of KULIM.

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12. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Acquisition pursuant to Paragraph 10.02 (g) (i) and (iii) of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements (“Listing Requirements”) is approximately 19.63%. 13. TRANSACTIONS WITH THE VENDORS The total amount of transactions (apart from recurrent related party transaction) entered

into between KULIM Group and the Vendors for the twelve months preceding the date of this announcement is set out below:

Date Nature of transactions Transacted Parties Amount

RM 12 August 2010

Disposal of KPJ Healthcare Berhad (“KPJ”)

(a) shares

KULIM and KPJ 2,207,250.00

27 October 2010

Lease Agreement with JCorp and Damansara Assets Sdn Bhd (“DASB”)

(b)

KFC Holdings (Malaysia) Bhd

(“KFCH”)(c)

, JCorp and DASB

1,500,000.00

1 November 2010

Acquisition of Southern Poultry Farming Sdn Bhd, Synergy Poultry Farming Sdn Bhd, Ventures Poultry Farm Sdn Bhd and Agrotech Farm Solutions Sdn Bhd

KFCH, Johor Franchise

Development Sdn Bhd (“JFDSB”)

(d)

and JVSB(e)

1,111,951.00

8 November 2010

Acquisition of a 2-Storey Shop-Office unit identified as PTD 152308, Phase 4, Taman Bukit Dahlia, Pasir Gudang, Johor

KFCH and Advance Development Sdn

Bhd (“ADSB”)(f)

498,000.00

2 February 2011

Acquisition of Al-‘Aqar KPJ REIT (“KPJ REIT”)

(g) shares

KFCH and KPJ REIT

3,100,314.18

17 February 2011

Acquisition of KPJ REIT shares KFCH and KPJ REIT

2,866,391.24

11 July 2011 Acquisition of freehold vacant commercial land measuring approximately 3.095 acres or 134,818 sq ft on part of Lot PTD 156352 located within Bandar Dato’ Onn, Johor

SPM Restaurants Sdn Bhd (“SPM”)

(h)

and JLand

9,167,624.00

Total 20,451,530.42

Notes: As at 31 July 2011: (a)

KPJ is a 41.72%-owned associate of JCorp (b)

DASB is a wholly-owned subsidiary of JCorp (c)

KFCH is a 50.75%-owned subsidiary of QSR Brands Bhd which in turn is a 58.81%-owned subsidiary of KULIM

(d) JFDSB is a wholly-owned subsidiary of JCorp

(e) JVSB is a wholly-owned subsidiary of Johor Capital Holdings Sdn Bhd which in turn is a wholly-

owned subsidiary of JCorp (f)

ADSB is a wholly-owned subsidiary of JLand which in turn is a 98.82%-owned subsidiary of JCorp (g)

KPJ REIT is a real estate investment trust fund managed by Damansara REIT Managers Sdn Bhd which in turn is a wholly-owned subsidiary of DASB

(h) SPM is a wholly-owned subsidiary of KFCH

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14. ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances, SPA 1 and SPA 2 are expected to be completed by the first quarter of 2012 while SPA 3 and SPA 4 are expected to be completed by the second quarter of 2012.

15. ADVISERS

Maybank IB has been appointed as the Adviser to the Company for the Proposed Acquisition.

The Proposed Acquisition is a related party transaction pursuant to Paragraph 10.08 (2) of the Listing Requirements in view of the interests of the Interested Major Shareholder and Interested Directors as set out in Section 9 of this announcement. Accordingly, KAF Investment Bank Berhad has been appointed to act as the Independent Adviser to undertake the following in relation to the Proposed Acquisition:

(a) comment as to:

(i) whether the Proposed Acquisition is fair and reasonable so far as the shareholders of KULIM are concerned; and

(iii) whether the Proposed Acquisition is to the detriment of the non interested shareholders of KULIM,

and such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration in forming that opinion;

(b) advise the non-interested shareholders of KULIM whether they should vote in favour of the Proposed Acquisition; and

(c) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs (a) and (b) above.

16. DOCUMENTS AVAILABLE FOR INSPECTION

The SPAs and the valuation reports for the Plantation Estates are available for inspection by the shareholders of KULIM at the registered office of KULIM at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor during normal business hours from Mondays to Fridays (except public holidays) for a period of at least three (3) months from the date of this announcement.

This announcement is dated 16 August 2011.

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TABLE 1 – FURTHER DETAILS ON THE PLANTATION ESTATES Sungai Papan Estate Title details Title No.

Lot No.

District

Mukim

Category for land use

Expressed condition

Leasehold tenure expiry date

Size

(hectare)

HSD 13179 356 Kota Tinggi Tanjung Surat Agriculture Oil palm 22/9/2090 2,028.6892

HSD 13178 679 Kota Tinggi Tanjung Surat Agriculture Oil palm 22/9/2090 601.5463
















Total 3,025.8798

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Details on buildings erected Type of building

Built up size

Usage or purpose

Age

Lease/Tenancy Details

(sq.metres) (years)

1 unit of 1-storey detached building 201.97 Occupied by assistant manager 22 N/A

1 unit of 1-storey detached building 322.84 Occupied by manager 36 N/A



1 unit of 1-storey detached building 150.69 Clubhouse 36 N/A

1 unit of 1-storey detached building 147.16 Occupied by staff 36 N/A

5 units of 1-storey detached building 91.70 Occupied by staff 36 N/A


2 units of 1-storey detached building 131.55 Occupied by staff 22 N/A



2 units of 1-storey semi detached building 123.56 Occupied by staff 16 N/A


1 unit of 1-storey detached building 95.88 Occupied by hospital assistant 30 N/A

24 units of 1-storey semi detached buildings 65.12 Occupied by worker 28 N/A

30 units of 1-storey semi detached buildings 65.12 Occupied by worker 26 N/A

1 unit of 1-storey semi detached building 65.22 Occupied by worker 11 N/A

12 units of 1-storey detached building 65.22 Occupied by worker 22 N/A




1 unit of 1-storey detached building 128.21 Office 36 N/A

1 unit of 1-storey detached building 108.14 Field Office 17 N/A

1 unit of 1-storey detached building 288.00 Workshop 18 N/A

1 unit of 1-storey detached building 409.70 Fertiliser store 21 N/A

1 unit of 1-storey detached building 409.70 Fertiliser store 19 N/A

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Type of building

Built up size

Usage or purpose

Age


(sq.metres) (years)

1 unit of 1-storey detached building 161.00 General store 18 N/A

1 unit of 1-storey detached building N/A Fertiliser bag store 2 N/A

1 unit of 1-storey detached building N/A Wash down workshop 2 N/A

1 unit of 1-storey detached building N/A Schedule waste store 2 N/A

1 unit of 1-storey detached building N/A Servicing and storage workshop 2 N/A

1 unit of 1-storey detached building 6.50 Water pump house 17 N/A

1 unit of 1-storey detached building 55.74 Generator room 17 N/A

1 unit of 1-storey detached building 5.95 Security post 26 N/A

1 unit of 1-storey detached building 181.16 Creche 26 N/A

1 unit of 1-storey detached building 54.91 Dispensary 22 N/A

1 unit of 1-storey detached building 141.40 Police post 18 N/A

1 unit of 1-storey detached building N/A Guard post 2 N/A

1 unit of 1-storey detached building N/A Shop houses 36 N/A

1 unit of 1-storey detached building N/A School 36 N/A

3 units of 1-storey semi-detached buildings 65.22 Worker’s quarters leased to BaktiLadang participants

11 Leased for 2 terms of 30 years each. The second term of the leases expire in 2065

1-storey semi-detached buildings 81.20

Worker’s quarters leased to BaktiLadang participants






(2 units) and 2066 (1 unit)

Production for the past three (3) years (tonnes) Type of product 2008 2009 2010

FFB 46,388 42,659 39,700

29

Part of Siang Estate Title details Title No.

Lot No.

District

Mukim


Expressed condition


Size

(hectare)

HSD 7754 PTD 532 Kota Tinggi Pantai Timur Agriculture Oil palm 23/1/2087 3,404.87


Built up size

Usage or purpose

Age


(sq.metres) (years)

Balau division 1 unit of 1-storey detached building 159.81 Balau Division office 32 N/A

1 unit of 1-storey detached building 223.56 Old fertiliser& chemical store 24 N/A

1 unit of 1-storey detached building 392.04 New fertiliser store 2 N/A

1 unit of 1-storey detached building 50.96 Diesel skid tank shed 19 N/A

2units of 1-storey detached buildings 245.76 Shops 1 unit - 32 1 unit - 11

N/A

1 unit of 1-storey detached building 318.11 Workshop cum garage 32 N/A

1 unit of 1-storey detached building 72.20 Garage 2 N/A

1 unit of 1-storey detached building 8.21 Equipment store 2 N/A

1 unit of 1-storey detached building 20.83 Guard post 21 N/A

1 unit of 1-storey detached building 53.54 Surau 19 N/A


1 unit of 1-storey detached building 88.00 Assistant manager’s bungalow 32 N/A

1 unit of 1-storey detached building 207.02 Assistant manager’s bungalow 29 N/A

4 units of 2-bedroom 1-storey semi-detached buildings

284.40 Staff quarters 32 N/A



30

Type of building

Built up size

Usage or purpose

Age


(sq.metres) (years)

8 units of 1-storey terraced buildings 343.28 Workers’ quarters 32 N/A

24 units of 1-storey semi-detached buildings 1,609.92 Workers’ quarters 29 N/A

16 units of 1-storey semi-detached buildings 1,288.00 Workers’ quarters 8 units – 6 8 units – 5

N/A

Main division 1 unit of 1-storey detached building 256.47 Siang Estate office 22 N/A

1 unit of 1-storey detached building 58.61 Dispensary 22 N/A

2 units of 1-storey detached buildings 252.80

385.88

Old fertiliser store

New fertiliser store

24

2

N/A

1 unit of 1-storey detached building 6.60 Guard post 22 N/A

1 unit of 1-storey detached building 54.67 Diesel skid tank shed 19 N/A

1 unit of 1-storey detached building 40.56 Engine room 25 N/A

1 unit of 1-storey detached building 48.19 Chemical store 22 N/A

1 unit of 1-storey detached building 294.72 Workshop 21 N/A

1 unit of 1-storey detached building 81.90 Garage 2 N/A

1 unit of 1-storey detached building 122.88 Shop 22 N/A

1 unit of 1-storey detached building 147.77 Mosque 22 N/A


1 unit of 1-storey detached building 76.88 Contractor’s workshop 2 N/A

1 unit of 1-storey detached building 272.51 Community hall 18 N/A

1 unit of 1-storey detached building 370.21 Manager’s bungalow 25 N/A

2 units of 1-storey detached buildings 409.24 Assistant manager’s bungalow 25 N/A

2 units of 1-storey semi-detached buildings 349.42 Assistant manager’s quarter 0 N/A

7 units of 1-storey detached buildings 739.62 Staff quarters 25 N/A

2 units of 1-storey semi-detached building (upgraded workers’ quarters)


62 units of 1-storey semi-detached buildings 4,158.96 Workers’ quarters 40 units – 22 22 units – 18

N/A

15 units of 1-storey semi-detached buildings 1,207.50 Workers’ quarters 14 N/A

31

Type of building

Built up size

Usage or purpose

Age


(sq.metres) (years)

5 units of 1-storey semi-detached buildings 402.50 Worker’s quarters leased to

BaktiLadang participants 14 Leased for 2 terms of 30 years each. The

second term of the leases expire in 2065 (1 unit),2068 (3 units) and 2069 (1 unit)

Siang Mill’s residential buildings

1 unit of 1-storey detached building 377.79 Mill manager’s bungalow 26 The mill’s residential buildings are sited within Lot PTD 532. They are part of the subject of a tenancy agreement entered between JCorp and AA Sawit Sdn Bhd dated 23/5/2011. The tenancy is for a

period of 3 years commencing from 15/1/2011 with a renewal option of 2 years. The rental is RM160,000 per

month with no breakdown for the mill’s residential buildings

1 unit of 1-storey detached building 225.57 Mill assistant manager’s bungalow

26

8 units of 1-storey detached buildings 928.96 Staff quarters 26

1 unit of 1-storey detached building 121.51 Staff quarters 19

4 unit of 1-storey semi-detached buildings 407.44 Non- clerical staff quarters 18

1 unit of 1-storey detached building 85.19 Surau 17

28 units of 1-storey semi-detached buildings 1,794.80 Workers’ quarters (Type A) 20 units – 26 8 units – 24

23 units of 1-storey semi-detached buildings 1,814.47 Workers’ quarters (Type B) 3 units – 19 10 units – 14 10 units – 6

1 unit of 1-storey semi-detached building 78.89 Workers’ quarters (Type B) 19 Leased for 2 terms of 30 years each. The second term of the lease expires in 2067.


FFB 37,556 33,068 29,017

32

Part of Pasir Panjang Estate Title details Title No.

Lot No.

District

Mukim


Expressed condition


Size

(hectares) HSD 18444

LO 27 Kota Tinggi Kambau Agriculture Ubi Kayu 15/11/2030 1,613.4300


Built up size

Usage or purpose

Age


(sq. metres) (years)

1 unit of single storey detached building 309.05 Office 20 N/A

1 unit of single storey detached building 160.25 General Manager's office 10 N/A

1 unit of single storey detached building 294.62 Workshop cum garage 18 N/A

1 unit of single storey detached building 111.11 Tractor garage 2 N/A

1 unit of single storey detached building 34.81 Bus garage 2 N/A

1 unit of single storey detached building 133.60 Contractor's workshop 2 N/A

1 unit of single storey detached building 389.66 Fertiliser cum general store 20 N/A

1 unit of single storey detached building 97.24 Chemical store 20 N/A

1 unit of single storey detached building 289.93 Mosque 15 N/A

1 unit of single storey detached building 32.52 Scheduled waste store 2 N/A

2 units of single storey detached buildings 24.00 Pump houses 1 unit – 19 1 unit – 17

N/A

1 unit of single storey detached building 23.56 Electricity supply building 16 N/A

1 1 unit of single storey detached building 48.43 Gen set building (Phase 2 BaktiLadang)

15 N/A

1 unit of single storey detached building 53.92 Dispensary 18 N/A

4 units of single storey semi-detached buildings

434.80 Shop 2 units – 18 2 units – 14

N/A

1 unit of single storey detached building 281.87 Creche 15 N/A

33

Type of building

Built up size

Usage or purpose

Age



1 unit of single storey detached building 274.82 Community hall 14 N/A

1 unit of single storey detached building 136.92 Kindergarten 11 N/A

1 unit of single storey detached building 22.51 Water treatment building 19 N/A

1 unit of single storey detached building 53.57 Diesel skid tank shed 2 N/A

1 unit of single storey detached building 370.43 Manager's bungalow 20 N/A

1 unit of single storey detached building 370.43 General Manager's bungalow 10 N/A

2 units of single storey detached buildings 457.96 Assistant Manager's bungalows 1 unit – 20 1 unit – 18

N/A

8 units of single storey detached buildings 990.56 Staff bungalows 3 units -20 4 units – 18 1 unit – 17

N/A


390.16 Artisan quarters 2 units –17 2 units – 11

N/A


7,243.20 Workers’quarters 30 units – 18 41 units – 17 15 units – 15 2 units – 11 2 units – 10

N/A


3,380.16 Workers’ quarters occupied by Bukit Payung Estate’s workers

12 units – 17 30 units – 15

N/A


3,058.24 Workers’ quarters leased to BaktiLadang participants

19 units – 17 19 units – 15

Leased for two (2) terms of 30 years each. The second term of the leases expire in

2065 (12 units), 2066 (1 unit), 2067 (6 units), 2068 (5 units), 2069 (5 units), 2070 (3 units), 2071 (1 unit) and 2073 (5 units)


2,253.44 Workers’ quarters leased to BaktiLadang participants on

compound occupied by Bukit Payung Estate’s workers

18 units – 17 10 units – 15

Leased for two (2) terms of 30 years each. The second term of the leases expire in

2065 (13 units), 2066 (1 unit), 2067 (5 units), 2068 (5 units), 2069 (2 units), 2070

(1 unit) and 2072 (1 unit) 1 unit of detached building 3,627.34 Mill Complex 16 *Rented to Irawi Holdings Sdn Bhd for two

(2) years from 1 February 2011 for an amount of RM165,000 per month


1 unit of single storey detached building 334.45 Workshop & Store 16 N/A

34

Type of building

Built up size

Usage or purpose

Age



1 unit of single storey detached building 76.68 Lubrication / Chemical Store 16 N/A

1 unit of single storey detached building 76.26 Chemical & Spent Oil Store 16 N/A

1 unit of single storey detached building 166.53 Canteen 16 N/A

1 unit of open sided shed 124.00 Car / Motorcycle Shed 16 N/A

1 unit of open sided shed 240.00 Oil Loading Shed 16 N/A

1 unit of single storey detached building 39.37 Toilet 16 N/A

1 unit of single storey detached building 7.44 Guard House 16 N/A

1 unit of open sided shed 39.00 Repair Shed for Cages 16 N/A

1 unit of single storey detached building 67.09 Filter House 16 N/A

1 unit of single storey detached building 370.05 Managers residence / bungalow 16 N/A

2 units of single storey semi detached houses

333.74 Assistant Manager residence 16 N/A


1007.36 Workers residence – Clerical 16 N/A


804.08 Workers residence – Non Clerical

16 N/A


3953.28 Workers residence 16 N/A


494.16 Workers quarters leased to Bakti Ladang participants

16 Leased for two (2) terms of 30 years each. The second term of the lease expire in

2065 (3 units), 2066 (2 units) & 2069 (1 unit)


FFB 35,982 32,773 30,701

Note: * As highlighted in Section 2.2.3 (c) (ff), this tenancy is to be terminated prior to the completion of the Proposed Acquisition of Part of Pasir Panjang Estate. Accordingly, KULIM Group intends to use the Pasir Panjang Mill for its own CPO and PK production purposes in the future.

35

Mungka Estate Title details HSD No. (PTD No)

Lot No.

District

Mukim


Expressed condition


Size

(hectare)

HSD 11070

PTD 796 Segamat Buloh Kasap Agriculture Cocoa 18/8/2044 501.0185

HSD 11071

Part of PTD 1354

Segamat Buloh Kasap Agriculture Cocoa 18/8/2044 3,413.5841

Total 3,914.6026


Built up size

Usage or purpose

Age




1 unit of single storey detached building 177.03

Office

27 N/A

1 unit of single storey detached house 302.79 Regional controller’s bungalow 27 N/A

1 unit of single storey detached house 257.97 Manager’s bungalow 27 N/A

3 units of single storey detached houses 773.91 Assistant manager’s bungalow 27 N/A

9 units of single storey detached houses 1,013.85 Occupied by staff 27 N/A

110 units of single storey semi-detached houses

7,466.8 Occupied by workers 27 N/A

1 unit of single storey detached building 162.02 Fertiliser store 27 N/A

1 unit of single storey detached building 172.98 Workshop 26 N/A

1 unit of single storey detached building 312.78 Garage/store 27 N/A

1 unit of single storey detached building 29.46 Schedule waste store 2 N/A

1 unit of single storey open-sided building 55.00 Diesel tank shed 2 N/A

1 unit of single storey detached building 48.44 Petrol/Division store 27 N/A

36

Type of building

Built up size

Usage or purpose

Age



1 unit of single storey open-sided building 40.14 Tractor garage 2 N/A

1 unit of single storey detached building 88.36 Gen-set room 27 N/A


1 unit of single storey detached building 52.62 Clinic 26 N/A

1 unit of single storey detached building 175.58 Shop house 27 N/A



1 unit of single storey detached building 112.65 Club house 27 N/A

1 unit of single storey detached building 9.22 Guard house 25 N/A

1 unit of single storey detached building 275.86 Surau 23 N/A

1 unit of detached building 3,820.87 Mill Complex 16 N/A


1 unit of single storey detached building 311.67 Electrical & Mechanical Workshop & Store

16 N/A

1 unit of single storey detached building 76.20 Lubrication / Chemical Store 16 N/A

1 unit of single storey detached building 54.39 Diesel Pump House 16 N/A

1 unit of single storey detached building 184.14 Canteen 16 N/A

1 unit of open sided shed 121.03 Car / Motorcycle Shed 16 N/A

1 unit of open sided shed 98.6 Oil Loading Shed (CPO Depatch Bay)

16 N/A

1 unit of single storey detached building 47.84 Toilet 16 N/A

1 unit of single storey detached building 10.24 Guard House 16 N/A

1 unit of open sided shed 47.52 Garage 16 N/A

1 unit of open sided shed 144.00 Shredding Plant 16 N/A

1 unit of single storey detached house 16.12 Clinic 16 N/A

37


FFB 29,389 21,451 12,011

CPO(1)

36,617 31,391 23,368

PK (1)

11,121 9,442 8,105

Note: (1)

The production of CPO and PK of the Palong Mill

38

Kemedak Estate Title details Title No.

Lot No.

District

Mukim


Expressed condition


Size

(hectare) HSD 11069

Part of 793 Segamat BulohKasap Agriculture Cocoa 18/8/2044 921.6601

HSD 11071

Part of 1354

Segamat BulohKasap Agriculture Cocoa 18/8/2044 3,413.5841

Total 4,335.2442


Built up size

Usage or purpose

Age



1 unit of single storey detached building 377.79 Manager’s bungalow 25 N/A

2 units of single storey detached buildings 515.94 Assistant manager’s bungalow 25 N/A

8 units of single storey detached buildings 901.16 Staff quarters 25 N/A


6,788 Worker quarters 25 N/A


407.28 Artisan quarters 25 N/A


2 units of single storey detached buildings 175.58 Shop house 25 N/A

1 unit of single storey detached building 379.96 Fertiliser store 25 N/A

1 unit of single storey open-sided building 242.70 Garage/store 25 N/A


1 unit of single storey open-sided building 172.98 Workshop 25 N/A

1 unit of single storey open-sided building 133.04 Contractor workshop 1 N/A

1 unit of single storey open-sided building 55.00 Diesel tank shed 2 N/A

1 unit of single storey detached building 3.12 Clinic 25 N/A

39

Type of building

Built up size

Usage or purpose

Age





1 unit of single storey detached building 113.98 Kindergarten 11 N/A

1 unit of single storey detached building 91.46 Sport club 23 N/A

2 units of single storey detached buildings 28.89 Pump house 25 N/A

1 unit of single storey detached building 48.96 Gen-set room 25 N/A

1 unit of single storey detached building 226.92 Surau 23 N/A

1 unit of single storey detached building 11.88 Guard house 24 N/A

1 unit of single storey detached house 370.05 Managers residence / bungalow 16 N/A


333.74 Assistant Manager residence 16 N/A






556.80 Workers residence 16 N/A`

7 units of single storey detached houses 869.75 Workers residence 16 N/A


FFB 26,938 20,633 10,107

40

Palong Estate Title details HSD No. (PTD No)

Lot No.

District

Mukim


Expressed condition


Size

(acres)

Part of 11069 (793)

Part of 7992

Segamat Buloh Kasap Agriculture cocoa Cocoa 18/8/2044 2,763.11

12917 (792)

7898 Segamat Buloh Kasap Agriculture cocoa Cocoa 20/10/2045 1,992.89

Total 4,756.00


Built up size

Usage or purpose

Age



1 unit of 1-storey detached building 377.79 Manager’s bungalow 24 N/A

2 units of 1-storey detached buildings 257.97 Assistant manager’s bungalow 24 N/A




67.88 Artisan quarters 24 N/A


82.22 Worker quarters 15 N/A





1 unit of 1-storey detached building 250.46 Office 24 N/A

1 unit of 1-storey detached building 260.12 Workshop/Garage 24 N/A

1 unit of 1-storey open-sided detached building

120.70 Contractor workshop 2 N/A

41

Type of building

Built up size

Usage or purpose

Age



1 unit of 1-storey detached building 70.11 Poison store 24 N/A

1 unit of 1-storey detached building 370.67 Fertilizer store 24 N/A

1 unit of 1-storey detached building 97.77 Chemical store 24 N/A

1 unit of 1-storey detached building 11.02 Pump house 24 N/A

1 unit of 1-storey detached building 44.13 Electrical generating room 24 N/A

1 unit of 1-storey semi-detached building 35.30 Schedule waste store 2 N/A


1 unit of 1-storey detached building 50.16 Clinic 24 N/A

1 unit of 1-storey detached building 86.32 Surau 19 N/A

1 unit of 1-storey detached building 266.16 Community hall 14 N/A


107.02 Mechanical buffalo garage 2 N/A

2 units of 1-storey detached buildings 87.79 Shop house 24 N/A


54.75 Diesel tank shed 2 N/A

1 unit of 1-storey detached building 8.32 Guard house 23 N/A

1 unit of 1-storey detached building 16.50 Security post 1 N/A


FFB 39,391 26,880 12,244

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KULIM (MALAYSIA) BERHAD (“KULIM” OR “COMPANY”) … fileinto the following conditional sale...

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