1. INTRODUCTION

The Board of Directors of CBHB wishes to announce that its wholly-owned subsidiary, Crest Builder International Sdn. Bhd. [Registration no. 200401005938 (644441-T)] (“CBISB”) had on 1 December 2023 acquired an additional 49% equity interest in its subsidiary, Unitapah Sdn. Bhd. [Registration no. 200901003738 (846665-X)] (“USB”) comprising 490,000 ordinary shares (“USB Shares”) from Detik Utuh Sdn. Bhd. [Registration no. 200601002817 (722565-A)] for a cash consideration of RM43,610,000.00 (Ringgit Malaysia:  Forty-Three Million Six Hundred and Ten Thousand only) (“Acquisition”).

2. DETAILS OF THE ACQUISITION

2.1 Information of USB

USB was incorporated in Malaysia on 13 February 2009, having its registered address at 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 Kuala Lumpur.

The issued and fully paid up ordinary share capital of USB is RM1,000,000.00 comprising 1,000,000 ordinary shares.

USB is principally engaged as a concession holder.

2.2 Information on the CBISB

CBISB was incorporated in Malaysia on 4 March 2004, having its registered address at 62-2, Jalan 2A/27A, Section 1, Wangsa Maju, 53300 Kuala Lumpur.

The issued and fully paid up ordinary share capital of CBISB is RM5,000,000.00 comprising 5,000,000 ordinary shares. CBISB is principally engaged in investment holding.

CBISB is a wholly-owned subsidiary of CBHB.

As at the financial year ended 31 December 2022, CBISB owns 51% equity interest in USB. Upon completion of the Acquisition, USB becomes a wholly-owned subsidiary of CBISB.

2.3 Liabilities to be Assumed

The USB Shares acquired pursuant to the Acquisition were acquired free and clear of all liens, charges and claim of any kind of restrictions whatsoever in nature and ranked pari passu in all respect with the existing shares of USB.

CBHB is not expected to assume any liabilities arising from the Acquisition, including contingent liabilities and guarantees.

2.4 Source of funding

The Acquisition was primarily financed based on the balance proceeds from Sukuk Murabahah, reflecting the strategic allocation of funds from this financial instrument to facilitate the acquisition of the remaining equity interest in USB.

3. BASIS AND JUSTIFICATION FOR ARRIVING AT THE PURCHASE CONSIDERATION

The purchase consideration for USB Shares selling prices is determined based on a combination of methods, including the willing-buyer-willing-seller basis and an assessment of future discounted cash flows of USB. The evaluation encompasses a comprehensive analysis to arrive at a fair and justifiable price reflective of USB's intrinsic value and its potential for generating future cash flows.

4. FINANCIAL EFFECTS

4.1 Share capital and shareholdings of the substantial shareholders

The Acquisition will not have any effect on the issued share capital of CBHB and substantial shareholders’ shareholdings.

4.2 Net Assets (“NA”) and NA per share

The Acquisition is expected to contribute positively to the NA and NA per share attributable to owners of the Group for the financial year ending 31 December 2023.

4.3 Earnings and earnings per share

The Acquisition is expected to contribute positively to the earnings and earnings per share attributable to owners of the Group for the financial year ending 31 December 2023 and onwards.

4.4 Gearing

The anticipated rise in the NA attributable to the owners of the Group resulting from the Acquisition is expected to have a positive impact on the gearing of CBHB Group for the financial year ending 31 December 2023.

5. APPROVALS REQUIRED

The necessary approvals for the Acquisition have been obtained from the relevant government authorities. The Acquisition is not subject to the approval of shareholders of CBHB.

6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ AND/OR PERSON CONNECTED WITH A DIRECTOR OR MAJOR SHAREHOLDER’S INTERESTS

None of the Directors and/or major shareholders of CBHB and/or persons connected to them, has any interest, direct or indirect, in the Acquisition.

7. RATIONALE FOR THE ACQUISITION

The Acquisition enabled CBISB to wholly own USB which will facilitate CBHB Group’s strategy to strengthen its future earnings base and enhance its cash flow arising from the concession arrangement.

8. STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of CBHB, having considered all aspects of the Acquisition, including but not limited to the basis of the purchase consideration, rationale, prospects and financial effects of the Acquisition, is of the opinion that the Acquisition is:

• in the best interest of CBHB; and

• fair, reasonable and on normal commercial terms.

9. RISK FACTORS

Save for the normal business risk, changes in political, economic and regulatory conditions in Malaysia and financing risk, the Board of Directors of CBHB is unaware of any risk arising from the Acquisition which could materially or adversely affect the financial and operational conditions of CBHB Group.

This announcement is dated 1 December 2023.