DISPOSAL BY POS LOGISTICS BERHAD (“POS LOGISTICS”), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF POS MALAYSIA, OF THE ENTIRE EQUITY INTEREST HELD IN PNSL BERHAD (“PNSL”) TO SWA SHIPPING SDN BHD ("SWA" OR “PURCHASER”) FOR CASH AND SETTLEMENT OF OUTSTANDING INTRA-GROUP TRADING DEBTS AND ADVANCES OWING BY PNSL TO POS LOGISTICS AND ITS GROUP OF COMPANIES AND POS MALAYSIA AS AT 31 MARCH 2024 BY SWA SUBJECT TO ADJUSTMENT FOR THE AMOUNT OWING BY PNSL TO POS MALAYSIA AT COMPLETION (“DISPOSAL”)

(Reference is made to the Company’s announcement dated 21 May 2024, 19 August 2024 and 10 December 2024 in relation to the Disposal (“Announcements”). All abbreviations and definitions used herein shall have the same meanings as the words and expressions defined in the Announcements.)

On behalf of the Board, Maybank IB wishes to announce that the Purchaser has not fulfilled its obligations as set out under Clauses 8.2(a) and 8.2(d) of the SPA (“Non-Fulfilment”) as of 8 January 2025, being the last date of the 2nd Extended Completion Period.

Pursuant to Clause 8.2(a) of the SPA, the Purchaser covenanted and agreed that on Completion Date, it shall have secured the release of Pos Logistics from the guarantee(s) issued by Pos Logistics and/or its associated companies in favour of PNSL’s financiers for the financing facilities granted to PNSL and procured the settlement and redemption of such financing facilities. Pursuant thereto, the financing facilities granted by one of PNSL’s financiers shall be terminated in accordance with the terms of such financing documents for such financing facilities.

Further pursuant to Clause 8.2(d) of the SPA, the Purchaser shall on Completion Date:

1. pay to Pos Logistics, the Balance Purchase Price in the manner stated in Clause 3.2(b) of the SPA;
2. pay the Initial Interco Amount to Pos Logistics at its account set out in Clause 3.2(b) of the SPA and to settle the Final Interco Amount or part thereof in accordance with Clause 5.3 of the SPA; and
3. pay to Pos Logistics the costs incurred by it and/or PNSL as at Completion Date for the Repair Works on PL 2 in accordance with Clause 7A.1 of the SPA, subject always to the Purchaser’s receipt of the proof of payment made by Pos Logistics and/or PNSL in respect of the above (in the event that such costs are paid by Pos Logistics directly or via advancements or otherwise to PNSL and such advancements, if any, are not reflected in the Intra-Group Amount).

Pursuant thereto and in accordance with Clause 12.2 of the SPA, Pos Logistics had, on 9 January 2025, issued a written notice (“Notice”) requiring the Purchaser to remedy the Non-Fulfilment within 30 Business Days following the receipt of the Notice, the period of which will end on 25 February 2025 (“Remedial Period”).

In the event that the Purchaser is unable to remedy the Non-Fulfilment during the Remedial Period, Pos Logistics shall be entitled to exercise its right under Clause 12.2 of the SPA in relation to the termination of the SPA and forfeiture of the Deposit together with any interest earned thereon (if any).

This announcement is dated 9 January 2025.