S P SETIA BERHAD (“S P SETIA”)

PROPOSED DISPOSAL BY PELANGI SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY

OF S P SETIA, OF APPROXIMATELY 5.99 ACRES OF FREEHOLD LANDS IN TAMAN PELANGI,
MUKIM PLENTONG, DAERAH JOHOR BAHRU, NEGERI JOHOR TO DSARA SENTRAL SDN BHD,
A WHOLLY-OWNED SUBSIDIARY OF MAH SING GROUP BERHAD

1. INTRODUCTION

The Board of Directors of S P Setia wishes to announce that Pelangi Sdn Bhd (“Pelangi” or the
“Vendor”), an indirect wholly-owned subsidiary of S P Setia, had on 19 December 2024 entered
into a conditional sale and purchase agreement (“SPA”) with Dsara Sentral Sdn Bhd (“DSSB” or
the “Purchaser”), a wholly-owned subsidiary of Mah Sing Group Berhad (“Mah Sing”) to dispose
of approximately 5.99 acres of freehold lands located in Taman Pelangi, Mukim Plentong, Daerah
Johor Bahru, Negeri Johor for a cash consideration of RM156,800,000 (RM600.90 psf) (“Sale
Consideration”) (“Proposed Disposal”).

2. DETAILS OF THE PROPOSED DISPOSAL

2.1 Information on the Lands

Pelangi is the registered proprietor of two (2) contiguous parcels of freehold commercial
land held under HSD 635739 PTD 252217 and HSD 635740 PTD 252218, Mukim Plentong,
Daerah Johor Bahru, Negeri Johor with a combined land acreage of 5.99 acres (collectively
referred to as the “Lands”) and is situated in the middle of the Taman Pelangi township in
Johor Bahru, and is accessible via Jalan Sri Pelangi and Jalan Kuning.

The Lands are located in the new urban growth centre of Johor Bahru and are situated
within a 10km radius of the established Johor Bahru City Centre with excellent accessibility
through major highways and trunk roads as it is only 1.0km from Jalan Tebrau, 1.5km from
the Johor Bahru Eastern Dispersal Link (EDL) expressway, 7.0km from the North-South
Expressway.

There are no restrictions on the interest of the Lands. The Lands are subject to the
following express conditions:

(i) Tanah ini hendaklah digunakan sebagai bangunan bertingkat bagi tujuan
Komersial (Kompleks Perdagangan, Kedai Pejabat dan Apartment Servis) yang
dibina mengikut pelan yang diluluskan oleh Pihak Berkuasa Tempatan yang
berkenaan.

(ii) Segala kekotoran dan pencemeran akibat daripada aktiviti ini hendaklah
disalurkan/ dibuang ke tempat-tempat yang telah ditentukan olen Pihak Berkuasa
Berkenaan hendaklah dipatuhi.

(iii) Segala dasar dan syarat yang ditetapkan dan dikuatkuasakan dari semasa ke
semasa oleh Pihak Berkuasa Berkenaan hendaklah dipatuhi.

As at the date of this announcement, the Lands are free from all encumbrances, caveats,
charges and liens.
 The location of and demarcation of the Lands is set out in the map below:

Figure 1: Map view of the location of the Lands

Figure 2(a): PTD 252217 Figure 2(b): PTD 252218

2.2 Basis and justification of arriving at the Sale Consideration

The Sale Consideration of RM156,800,000 was calculated at the rate of RM600.90 psf on
gross land area.

The Sale Consideration was arrived at between the parties on a “willing-buyer willing-seller”
basis, following a tender process conducted.

The Sale Consideration is within the acceptable range based on S P Setia’s internal
assessment and an external valuation of the Lands.

The Sale Consideration is above the external valuation by approximately 20%.

2.3 Salient Terms of the SPAs

The salient terms of the SPAs include, amongst others, the following:

(i) Agreement to sell and purchase

The Vendor agrees to sell, and the Purchaser agrees to purchase, the Lands on an
“as is where is” basis together with existing structures erected thereon with vacant
possession free from all Encumbrances, and subject to all conditions of title at the
agreed purchase price subject to the terms and conditions contained in the SPA.

(ii) Terms of Payment

The Purchaser shall pay the Purchase Consideration of RM156,800,000 in the

following manner:

Payment Schedule Percentage Amount (RM)

(%)
Deposit(1) 10% 15,680,000
Balance Purchase Price(2) 90% 141,120,000
Total 100% 156,800,000

Notes:
(1) Upon execution of the SPA.
(2) Within ninety (90) days from the Unconditional Date (“Completion Period”) within thirty (30) days automatic
extension (“Extended Completion Period”) subject to payment of interest.

The date the Vendor’s solicitors as stakeholders receives the Balance Purchase
Price and all late interests (if any) shall be referred to as the “Completion Date”.

(iii) Condition Precedent

The sale and purchase of the Lands shall be subject to and conditional upon the
Purchaser obtaining approval from the Ministry of Economy (“MOE”) for the
acquisition of the Lands by the Purchaser in accordance with the terms of the SPA
within ninety (90) days (“Conditional Period”) from the date of the SPA (“MOE
Approval”).

Subject to specific conditions in the SPA, the Vendor shall grant to the Purchaser
an extension of the Conditional Period on a month-to-month basis up to ninety (90)
days from the expiry of the Conditional Period. Any further extension shall be
mutually agreed upon by the Parties.

The SPA shall be deemed to become unconditional on the date the Vendor’s
Solicitors receive the MOE Approval from MOE in accordance with the terms of the
SPA.

(iv) Limited Power of Attorney

Simultaneously with the execution of this Agreement and subject to the payment of
the Balance Deposit, the Vendor shall deliver the duly executed power of attorney
with limited powers conferred therein, in favour of the Purchaser which authorises
and allows the Purchaser to attend to preliminary works related only to planning
(excluding any physical works), and to apply for planning permission and/or related
approvals from the relevant authorities for the Purchaser’s intended development of
the said Lands.
 2.4 Information on the Purchaser

DSSB is a private limited company incorporated in Malaysia under the Companies Act,
1965 on 9 March 2004. It is principally involved in property development.

As of the date of the SPA, the issued share capital of DSSB is RM5,000,000 comprising
5,000,000 ordinary shares. DSSB is a wholly-owned subsidiary of Mah Sing.

The Directors of DSSB are Dato’ Voon Tin Yow, Datuk Seri Leong Yuet Mei and Benjamin
Ong Chin Yee @ Ong Chin Yee.

2.5 Utilisation of the Sale Consideration

The proceeds are expected to be utilised for investment into strategic projects, working
capital and the repayment of bank borrowings.

3. RATIONALE FOR THE PROPOSED DISPOSAL

The Proposed Disposal is in line with the S P Setia group of companies (“Group”) direction to
optimise and rebalance its land bank and move towards an asset-light structure and achieve an
efficient capital structure. The Sale Consideration will be utilised for repayment of borrowings,
working capital, and accelerating investments into strategic projects. The Proposed Disposal is
expected to contribute positively to S P Setia’s profits.

The Group continues to own substantial remaining undeveloped landbank of approximately 1,123
acres in the Southern Region, which is poised for further development in the next 10 years. The
Group’s primary focus is to develop its landbank in the Southern Region into industrial estates
which will comprise upcoming eco-industrial parks, and township developments.

4. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL

The Proposed Disposal will not have any effect on the issued share capital and the substantial
shareholders’ shareholdings of S P Setia as the Sale Consideration shall be fully satisfied in cash.

The Proposed Disposal will not have any material effect on the earnings per share, net assets
per share, save for the Group realising an estimated gain on disposal of approximately RM107.8
million upon completion. The net assets and cash balance of the Group will increase by
approximately RM107.8 million and RM118.5 million, respectively, immediately after the
completion of the Proposed Disposal.

5. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposed Disposal is expected to be completed in

the first half of 2025.

6. APPROVALS REQUIRED

The Proposed Disposal is subject to a condition precedent set out in Section 2.3(iii) of this
announcement being fulfilled.

The Proposed Disposal does not require the approval of S P Setia’s shareholders.
7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED
WITH THEM

None of the directors, major shareholders of S P Setia or persons connected with them, have
any interest, direct or indirect, in the Proposed Disposal.

8. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL

The highest percentage ratio applicable to the Proposed Disposal pursuant to Paragraph 10.02(g)
of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.00%.

This announcement is dated 19 December 2024.