1. INTRODUCTION

The Board of Directors of Rohas Tecnic Berhad ("RTB") wishes to announce that its indirect wholly owned subsidiary, RBC WATER SDN BHD (Company No.: 390782-W) (“RBC”) had on 1 August 2018 entered into a non-binding term sheet (“Term Sheet”) with the shareholders of PHU MY VINH CONSTRUCTION AND INVESTMENT CORPORATION (“PMV”) namely, Nguyen Vu Hien, Tran Thi Mai Tram, Le Van Xin, Nguyen Thi Thanh, Vo Minh Thanh, Nguyen Vu Vinh and Minh Thong Company (collectively referred to as the “Vendors”) in respect of a proposed sale and purchase of shares of PMV (“Proposed Sale and Purchase”). RBC and the Vendors are collectively referred to as the “Parties”.

2. INFORMATION ON PMV

PMV is a company organized under the laws of Vietnam, under enterprise code No. 0303891267, having its registered office located at Binh Huu 2 Hamlet, Duc Hoa Thuong Commune, Duc Hoa Histrict, Long An province, Vietnam. The registered charter capital of the Target Company is VND 200,000,000,000 (two hundred billion Vietnam Dong) divided into 20,000,000 ordinary shares (“Total Shares”).         

PMV is the owner and operator of two water treatment plants in Long An Province, Vietnam:

• Duc Hoa III plant, located at Lot 5, D1 road, Viet Hoa – Duc Hoa III Industrial Park, Duc Lap Ha Commune, Duc Hoa District, Long An Province, Vietnam with a water supply capacity of 15,000m3/day; and

• Hoa Khanh Tay plant, located at Duc Hoa Thuong Commune, Duc Hoa District, Long An Province with a water supply capacity of 40,000m3/ day.

3. SALIENT TERMS OF THE TERM SHEET

The Term Sheet is intended to form a basis for further discussions and negotiation between the Parties in respect of the Propose Sale and Purchase of eight million (8,000,000) ordinary shares representing 40% of the Total Shares of PMV by RBC from the Vendors. Subject to the due diligence findings and outcomes, the Parties will further negotiate with each other on the detailed terms of the sale and purchase and enter into the following definitive agreements:-

a. Sale and Purchase Agreement for the sale and purchase of eight million (8,000,000) ordinary shares presenting 40% of the Total Shares of PMV between RBC (or its nominated purchaser) and the Vendors of the said shares for an indicative total purchase price of two hundred thirty two billion Vietnam Dong (VND 232,000,000,000) approximately Ringgit Malaysia Forty Million Six Hundred Thousand (RM40,600,000*)  based on an unit price twenty nine thousand Vietnam Dong (VND 29,000) approximately Ringgit Malaysia Five and Eight cents (RM5.08*) per ordinary share of PMV. The mode of consideration of the Proposed Sale and Purchase will be set out in the Sale and Purchase Agreement later.

b. Shareholders Agreement between the Parties together with PMV among others to govern the relationship of the Parties and to regulate the way the business between the Parties shall be conducted.

c.Any other contractual documents deemed necessary by RBC to the complete the Propose Sale and Purchase.

Upon execution of the Term Sheet, RBC will commence due diligence on PMV as well as commence negotiations with the Vendors to agree and finalize the terms of the definitive agreements for the Proposed Sale and Purchase within the exclusivity period of 120 days or such other period as may be mutually agreed between the Parties in writing. The Term Sheet is not intended in any way to create or constitute a contractually binding agreement between the Parties except for the provisions of confidentiality, exclusivity, governing law and dispute resolution.

4. RATIONALE FOR THE PROPOSED SALE AND PURCHASE

The Proposed Sale and Purchase provides RTB the opportunity to expand and diversify its earnings by venturing into the overseas market. This is in line with the RTB’s plans to expand and grow its water and wastewater businesses regionally. The acquisition is part of RTB’s corporate strategy in building its experience in Build Operate and Transfer (BOT) projects segment, both on the Industrial and Municipal water sectors. The Board expects it to contribute positively to the future earnings of RTB group.

5. DIRECTORS’ AND MAJOR SHAEHOLDERS INTEREST

None of the major shareholders and Directors of RTB and/or persons connected with them have any interest, direct or indirect in the Proposed Sale and Purchase.

6. FURTHER DISCLOSURE ON THE PROPOSED SALE AND PURCHASE

RTB will make further announcement(s) to Bursa Malaysia Securities Berhad in relation to the Proposed Sale and Purchase in a timely manner in accordance with the Bursa Securities Main Market Listing Requirements, as and when necessary.

Notes:    * Based on the exchange rate of VND100: RM 0.0175 on 31 July 2018 as set out in Bank Negara website and subject to rounding.

This announcement is dated 1 August 2018.