AGESON BERHAD ("AGESON" OR THE "COMPANY")
- MEMORANDUM OF UNDERSTANDING BETWEEN SOLIDVEST PROPERTIES SDN BHD ("SPSB"), AN INDIRECT 99%-OWNED SUBSIDIARY OF THE COMPANY AND KOPERASI BELIA NASIONAL BERHAD FOR THE PROPOSED DISPOSAL OF 9.325 ACRES LAND FOR RM35 MILLION ("PROPOSED DISPOSAL")

We refer to your Company's announcement dated 28 September 2022 (“Announcement”), 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. Based on the previous announcements made on 22 and 26 October 2021 (“Previous Announcement”), it is noted that SPSB and ShuangLing Holdings Ltd (“ShuangLing”) had entered into a collaboration agreement (“Collaboration Agreement”) whereby ShuangLing will provide funding for the Proposed Development (up to RM50 million) and the net profit to be derived from the project will be shared between both parties based on a 51 (SPSB): 49 (ShuangLing) basis. In this respect, please provide the following additional information/clarification:

a) Rationale and background for the Proposed Disposal and the participation of Kobena in the Proposed Development, especially given the fact that SPSB had already secured a “partner” i.e. ShuangLing which has committed to fund 100% of the GDC of the Proposed Development.

b) Detailed breakdown and the bases and assumptions used in deriving at the RM35 million disposal consideration, if such amount is not supported by the independent valuer’s valuation.  Where applicable, please provide the reasonable explanation on why no independent valuation was undertaken.

c) Current status of the Collaboration Agreement and whether there is any variation to the salient terms of the Collaboration Agreement arising from the current MoU between SPSB and Kobena.

d) To clarify and provide the relevant update, if any, with respect to the funding structure, profit sharing ratio and role and responsibilities of all parties involved. To disclose if the involvement of Kobena would reduce the expected profit to be enjoyed by SPSB from the Proposed Development.

e) Status update / progress with respect to the Proposed Development since the Collaboration Agreement.

f) To spell out all relevant authorities’ approvals required together with the development order (“Approvals”) and status and date of Approvals, since the Previous Announcement.

g) To provide the rationale and basis in deriving at the RM10 million profit guarantee to Kobena as well as the potential risk/ consequences to SPSB and/or Ageson Berhad in the event the profit guarantee is not fulfilled as committed.

h) In addition to the profit guarantee of RM10 million, please clarify and state whether Kobena will be entitled to any profit sharing from the Proposed Development.

2. To provide a brief description on the nature/ subject of the confidentiality clause mentioned in item 3(iii) of the Announcement. In the course of doing so, you may wish to take note of Item 1.15 of Corporate Disclosure Guide issued by Bursa Securities which reads “a listed issuer should also avoid putting itself in a position where it is bound by confidentiality obligations that may defeat its obligation to disclose material information on an immediate basis”.

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

Yours faithfully,

Listing

Regulation
 

Cc : Market Surveillance Dept., Securities Commission