Reply to Query

We refer to your Company's announcement dated 28 July 2022, in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Malaysia Securities Berhad (“Bursa Securities”) with the following additional information for public release:-

1. To provide the summary of 3 years historical financial information of IMSB including but not limited to revenue, PBT, PAT, total assets, shareholders fund, gearing ratio together with the commentaries of its past performance.

2. Please disclose also the total landbank (together with its location, size and existing usage) owned by IMSB as well as the status of all property developments undertaken by IMSB to-date.

3. To disclose the substantial shareholders of TCSB together with their respective direct and/or indirect shareholdings.

4. To provide the summary of TCSB’s financial information for the past 3 financial years.

5. To provide the profile and credibility of the Subscriber and to demonstrate how it would bring value to IMSB and Ivory.

6. To provide a detailed description on the Land development project which shall include but not limited to the details pursuant to Paragraph (4), Part C, Appendix 10 B of the Main Market Listing Requirements (“LR”).

7. To specify the amount of the Land Facility granted by MBB in RM and the tenure and maturity date of such Land Facility.

8. To specify the amount of the Proposed Bridging Loan and the expected tenure of this loan.

9. To explain how and why did Ivory identify/select TCSB to be the Subscriber of the RCPS.

10. To explain the sufficiency of the tenure period of the RCPS relative to the expected duration for the land development.

11. To comment on the fairness and reasonableness for the 11 million RCPS issued at RM1.00 per ICPS be redeemed at a substantial sum of RM29 mil in 2 years upon the maturity date.

12. To provide the background on how the Land facility Interest (which shall not exceed RM5 million) be linked to the Redemption Amount.

13. Please elaborate and clarify on how IMSB will obtain financial resources to pay Fixed Dividend.

14. To comment on the fairness and reasonableness for fixing the cumulative preferential dividend at the rate of 10% per annum by drawing a comparison to the current interest rate(s) charged for Ivory Group’s existing bank borrowings.

15. Given that Ivory is classified as PN17 on 1 August 2022, please elaborate and justify on how the Issuer has the financial means to undertake mandatory redemption.

16. Please specify the conversion price payable by the Holder of the RCPS to convert the RCPS into Ordinary Share of IMSB (if any) apart from the situation where the Holder of the RCPS is entitled to convert the RCPS into Ordinary Share of IMSB without payment by the Holder upon the occurrence of a Defaulting Redemption Event.

17. Please clarify the specific circumstances which may result in the RCPS be transferred from TCSB to another party.

18. To provide the timeframe for full utilisation of proceeds.

19. To explain if the Issuance of RCPS is the best option available to the Group considering that Ivory has the option of raising funds via private placement exercise.

20. To indicate the launch date of the Land and the amount of funds required in preparing for the launching of the Land by providing the relevant breakdown details, if any.

21. Please state clearly whether IMSB is deemed as “principal subsidiary” as defined under Chapter 1 of the LR. If so, please confirm whether your Company will ensure compliance with paragraph 8.21 (material dilution) of LR should the RCPS be fully converted into ordinary shares of IMSB.

22. To state the financial effects to Ivory Group as it may potential lose control of IMSB should the RCPS be fully converted into ordinary shares.

23. Given the relatively short tenure of 2 years for the RCPS, please elaborate the effects for item 6.2 to cover the impact until the maturity date of the RCPS.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

Yours faithfully

Listing

Regulation

cc:-   Market Surveillance, Securities Commission (via fax)