INTRODUCTION

The Board of Directors of Konsortium Transnasional Berhad ("KTB" or "the Company") wish to announce that its wholly-owned subsidiary, Syarikat Rembau Tampin Sdn Bhd ("SRT") had on 6 December 2019 entered into a Sale and Purchase Agreement ("SPA") with MHSB Development Sdn Bhd ("Purchaser") for the disposal of the property (more particulary described below) for a total cash consideration of Ringgit Malaysia One Million Sixty Thousand (RM1,060,000.00) only ("Disposal") which is a related party transaction.

DETAILS ON THE DISPOSAL

Under the terms and conditions of the SPA, SRT will dispose of the property which is a parcel of building land formerly used as a bus workshop, which is now vacant with a postal address of Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan measuring approximately 4,559 square metres ("Property") held under Lot 157, Title No. PN 11783, Bandar Rembau, District of Rembau, Negeri Sembilan to the Purchaser for a total cash consideration of RM1,060,000.00.

The total cash consideration for the Disposal was arrived on a willing buyer willing seller basis after taking into consideration the valuation by an independent valuer. The market value of the Property is RM1,060,000.00 as appraised by Messrs. D.Henry  Valuers Realtors, a registered independent valuer on 19 May 2019. The market value method was applied for the said valuation.

The Property is a leasehold property for a term of 99 years expiring on 19 January 2081 and the Property is free from encumbrances and is currently vacant.

The details of the original cost of investment and the audited net book value ("NBV") of the Property are as follows:-

Based on the original cost of investment and NBV of the Property as at 31 December 2018, there would be an estimated gain of RM31,000.00 arising from the Disposal.

The Disposal is expected to be completed within three (3) months from the date of the SPA.

BRIEF DESCRIPTION OF THE PROPERTY

The Property is owned by SRT which is comprised of a parcel of building land which was used as a bus workshop. It is trapezoidal in shape and has a land area of 4,559 square metres with a double-storey office building and an open sided workshop which have a gross floor area of about 704 square metres, located on the eastern side of Jalan Dato' Sedia Raja which is within one (1) kilometre north west of Rembau town centre. The postal address of the Property is Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan.

The Property was acquired by SRT on 1 January 1989 and the approximate age of the Property is 31 years. The Property is free from encumbrances and the Property was used as a bus workshop and is currently vacant and abandoned.

There are no liabilities to be assumed by the Purchaser arising from the Disposal as the Purchaser is purchasing the Property free from all encumbrances with vacant possession and subject to the existing conditions of the title of the Property.

THE SALIENT FEATURES OF THE SALE AND PURCHASE AGREEMENT

Under the terms and conditions of the SPA dated 6 December 2019, SRT will dispose of the Property which is a parcel of building land formerly used as a bus workshop, which is now vacant with a postal address of Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan measuring approximately 4,559 square metres held under Lot 157, Title No. PN 11783, Bandar Rembau, District of Rembau, Negeri Sembilan to the Purchaser for a total cash consideration of RM1,060,000.00.

The total cash consideration of RM1,060,000.00 under the SPA shall be paid in the following manner:-

a) a 10% deposit of RM106,000.00 upon the execution of the SPA; and

b) the balance sum amounting to RM954,000.00 within three (3) months from the date of the SPA  ("Completion Date"), failing which SRT shall automatically grant to the Purchaser an extension of one (1) month to pay the balance sum. In consideration of such extension, the Purchaser shall pay to SRT interest at the rate of 8.0% per annum on the balance sum calculated daily from the expiry of the last day of the Completion Date.

The SPA is conditional upon SRT obtaining its Board of Directors' approval for the disposal of the Property to the Purchaser and the vacant prosession of the Property shall be delivered by SRT to the Purchaser within five (5) working days upon receipt of the balance of the purchase price and the late interest charge (if any).

At any time upon the execution of the SPA, the Purchaser shall be entitled to present and register a private caveat against the Property for the purpose of protecting the Purchaser's interest in the Property and prohibiting any dealing by SRT in the Property pending the completion of the SPA.

In the event of any breach by SRT of any provision of the SPA and/or in the event that SRT shall fail, refuse and/or neglect to complete the sale for any reason whatsoever, the Purchaser shall be entitled to the remedy of specific performance of the terms of the SPA or alternatively to give a written notice to SRT to terminate the SPA, whereupon SRT shall within 14 days from the receipt of the said notice of termination, refund to the Purchaser all sum of monies paid to the Purchaser and in addition thereto, SRT shall further pay to the Purchaser a sum of money equivalent to the deposit payment under the SPA as agreed liquidated damages.

In the event the Purchaser shall fail to pay the balance of the purchase price within the time stipulated under the SPA, SRT shall be at liberty to terminate the SPA by notice in writing to the Purchaser whereupon the deposit paid by the Purchaser to SRT shall be forfeited absolutely to SRT as agreed liquidated damages but all other payments made by the Purchaser (if any) towards the purchase price shall be refunded to the Purchaser within 14 days from the date of such termination.

BRIEF INFORMATION ON SRT

SRT was incorporated on 3 June 1976 with an authorized share capital of RM1,000,000.00 comprising 1,000,000 ordinary shares of RM1.00 each of which 550,002 ordinary shares of RM1.00 each have been issued and fully paid-up. Currently SRT is a wholly-owned subsidiary of the Company. The principal activity of SRT is providing the service of public bus transportation.

BRIEF INFORMATION ON THE PURCHASER

MHSB Development Sddn Bhd was incorporated on 13 November 1992 with an authorized share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each of which 4,000,002 ordinary shares of RM1.00 each have been issued and fully paid-ip. The principal activity of MHSB Development Sdn Bhd is property development.

RATIONALE FOR THE DISPOSAL

The Disposal will enable SRT to utilize the proceed for working capital purposes and the estimated time frame for the full utilization of the proceed from the Disposal is two (2) months.

The purchase price of RM1,060,000.00 will be utilized for working capital purposes, specifically for the payment of outstanding payable amounting to RM1,060,000.00.

The workshop operations on the Property has been ceased as SRT has appointed an independent contractor to provide the services of repair and maintenance for its fleet of buses.

FINANCIAL EFFECTS ON THE DISPOSAL

a. Share capital and substantial shareholders' shareholding

The Disposal will not have any material effect on the issued and paid-up capital and substantial shareholders' shareholdings in the Company.

b. Net assets per share and gearing

The Disposal will not have any material effect on the net assets per share and gearing of the Company for the financial year ending 31 December 2019.

c. Earning per share

The proforma effects of the Disposal on the earning per share of the Company based on the audited financial statements as at 31 December 2018 are as follows:-

CONDITION OF THE DISPOSAL

The Disposal is not subject to the approval from the shareholders and the consent of the Pihak Berkuasa Negeri is not required to be obtained for the transfer of the Property as it is not subject to any restriction-in-interest.

HIGHEST PERCENTAGE RATIO

The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 2.7%.

SIMILAR TRANSACTIONS WITH THE SAME RELATED PARTY IN THE PAST 12 MONTHS

There has been no similar property transactions entered between KTB and its Group of Companies with the Purchaser during the twelve (12) months preceeding the date of this annoncement.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of Nadicorp Holdings Sdn Bhd ("NHSB") and also the Chairman and Managing Director of KTB and the Director of Kumpulan Kenderaan Malaysia Berhad ("KKMB"). KKMB is a wholly-owned subsidiary of NHSB and is the major shareholder of KTB with an 26.76% equity stakes as at 30 June 2019. NHSB is also a substantial shareholder of TB with a 25.02% equity stakes as at 30 June 2019. NHSB is wholly-owned by Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100%  equity stakes in NHSB via his shareholding in NCSB. MHSB Development Sdn Bhd is a wholly-owned subsidiary of NHSB.

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is deemed interested in the Disposal and has abstained and will continue to abstain from all deliberations and voting in relation to the Disposal.

STATEMENT BY THE AUDIT COMMITTEE

The Audit Committee of the Company, having considered all aspect of the Disposal, is of the opinion that the Disposal is under normal commercial terms and conditions and not more favourable than those generally available to other eligible public. Based on the aforesaid basis, the Audit Committee of the Company is of the view that the Disposal is in the best interest of the Company, is fair, reasonable and on normal commercial terms and and is not detrimental to the interest of the minority shareholders of the Company.

STATEMENT BY BOARD OF DIRECTORS

The Directors of the Company (excluding the interested director) are of the opinion that the Disposal is fair and reasonable and is in the best interest of the Company and that the consideration for the Disposal was arrived at on a willing buyer willing seller basis after taking into account the market value of the Property.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SPA dated 6 December 2019 and the valuation report prepared by Messrs. D.Henry Valuers Realtors are available for inspection at the registered office of the Company at No. 38, Jalan Chow Kit, 50350 Kuala Lumpur during normal officehours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 6 December 2019.