GENTING MALAYSIA BERHAD ("GENM" or "the Company")

PROPOSED ACQUISITION BY GENTING ER LIMITED, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF GENM OF REMAINING 51% MEMBERSHIP INTEREST IN GENTING EMPIRE RESORTS LLC ("GERL") FROM KIEN HUAT REALTY III LIMITED ("KH") ("PROPOSED ACQUISITION")

We refer to your Company’s announcement dated 2 May 2025 in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1. to breakdown the Purchase Consideration of USD41 million and to quantify the purchase consideration and assignment of intercompany loan separately.

2. to incorporate details of the other major assets owned by GERL other than 34.4 million units of Empire’s Common Stocks.

3. to state the basis to arrive at/determine the Purchase Consideration of USD41 million for 51% membership interest in GERL. 

4. to state the justifications for the Purchase Consideration of USD41 million (other than on a willing buyer willing seller basis).

5. to clarify whether the “market value range of the Common Stock of USD36.5 million to USD46.9 million” is the market value ascribed for 100% interest in Empire. If yes, to clarify “Purchase Consideration is within the market value range of the Common Stock of USD36.5 million to USD46.9 million” and to state the justifications for the premium paid for the 51% interest in GERL.

6. to state the name of the valuers, date and details of the valuation including key assumptions used to derive at the market value range of the Common Stock of Empire of USD36.5 million to USD46.9 million.

7. to incorporate the valuation methodology to derive at the market value range of the Common Stock of USD36.5 million to USD46.9 million.

8. to state whether any valuation was conducted on GERL. If yes, to provide the name of valuers, date and details of the valuation including key assumptions used.

9. in respect of “Genting ER Limited’s obligations under the Membership Interest Purchase Agreement”, to provide details on the liabilities to be assumed by GENM Group arising from the Proposed Acquisition.

10. to provide details on the guarantee to be assumed by GENM Group arising from the Proposed Acquisition, or an appropriate negative statement.

11. to tabulate the financial information of GERL and Empire for the last 3 years, including the revenue, net profits and net assets.

12. to explain GENM’s intention with regard to the Preferred Stock of Empire held.

13. to state the rationale for acquiring the remining 51% in GERL from KH given that Genting ER Limited already invested substantially in the Preferred Stocks of Empire which is convertible to Common Stocks in Empire.

14. to incorporate a section on the prospects of GERL.

15. to state the time and place where the valuation report(s) may be inspected.

16. for item 5.2 of the announcement, to incorporate the results of GERL since 1 January 2024 in the illustration assuming that the Proposed Acquisition was completed at the beginning of the financial year ended 31 December 2024. 

17. to clarify “Step-up acquisition of Empire (remaining 10% economic interest)” amounting to RM7.8 million.

18. to incorporate an explanatory note on “Reversal of expected credit loss on amount due from Empire due to changes in the timing of repayment based on the group’s assessment of the associates’ expected cash flows”, and to state whether this is in accordance with the relevant accounting standard.

19. to incorporate an explanatory note on the increase in the total borrowings from RM12,220.8 million to RM13,497 million.

20. to state whether the Interest Directors have abstained and/or will abstain from Board deliberations and voting on the Proposed Acquisition.  

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 (via email)

We refer to your Company’s announcement dated 2 May 2025 in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1. to breakdown the Purchase Consideration of USD41 million and to quantify the purchase consideration and assignment of intercompany loan separately.

2. to incorporate details of the other major assets owned by GERL other than 34.4 million units of Empire’s Common Stocks.

3. to state the basis to arrive at/determine the Purchase Consideration of USD41 million for 51% membership interest in GERL. 

4. to state the justifications for the Purchase Consideration of USD41 million (other than on a willing buyer willing seller basis).

5. to clarify whether the “market value range of the Common Stock of USD36.5 million to USD46.9 million” is the market value ascribed for 100% interest in Empire. If yes, to clarify “Purchase Consideration is within the market value range of the Common Stock of USD36.5 million to USD46.9 million” and to state the justifications for the premium paid for the 51% interest in GERL.

6. to state the name of the valuers, date and details of the valuation including key assumptions used to derive at the market value range of the Common Stock of Empire of USD36.5 million to USD46.9 million.

7. to incorporate the valuation methodology to derive at the market value range of the Common Stock of USD36.5 million to USD46.9 million.

8. to state whether any valuation was conducted on GERL. If yes, to provide the name of valuers, date and details of the valuation including key assumptions used.

9. in respect of “Genting ER Limited’s obligations under the Membership Interest Purchase Agreement”, to provide details on the liabilities to be assumed by GENM Group arising from the Proposed Acquisition.

10. to provide details on the guarantee to be assumed by GENM Group arising from the Proposed Acquisition, or an appropriate negative statement.

11. to tabulate the financial information of GERL and Empire for the last 3 years, including the revenue, net profits and net assets.

12. to explain GENM’s intention with regard to the Preferred Stock of Empire held.

13. to state the rationale for acquiring the remining 51% in GERL from KH given that Genting ER Limited already invested substantially in the Preferred Stocks of Empire which is convertible to Common Stocks in Empire.

14. to incorporate a section on the prospects of GERL.

15. to state the time and place where the valuation report(s) may be inspected.

16. for item 5.2 of the announcement, to incorporate the results of GERL since 1 January 2024 in the illustration assuming that the Proposed Acquisition was completed at the beginning of the financial year ended 31 December 2024. 

17. to clarify “Step-up acquisition of Empire (remaining 10% economic interest)” amounting to RM7.8 million.

18. to incorporate an explanatory note on “Reversal of expected credit loss on amount due from Empire due to changes in the timing of repayment based on the group’s assessment of the associates’ expected cash flows”, and to state whether this is in accordance with the relevant accounting standard.

19. to incorporate an explanatory note on the increase in the total borrowings from RM12,220.8 million to RM13,497 million.

20. to state whether the Interest Directors have abstained and/or will abstain from Board deliberations and voting on the Proposed Acquisition.  

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 (via email)