1.    INTRODUCTION

The Board of Directors of Tropicana wishes to announce that Tropicana Metropark Sdn. Bhd. (“TMSB” or “Vendor”), a wholly-owned subsidiary of Tropicana Corporation Berhad (“Tropicana”), has on 13 April 2018, entered into a sale and purchase agreement (“SPA”) with Next Delta Sdn. Bhd. (“NDSB” or “Purchaser”), a wholly-owned subsidiary of MCT Berhad, for the disposal of freehold land with an area measuring in aggregate of approximately 9.12 acres in Pekan Country Height, District of Petaling, Negeri Selangor (“Land”) for a total cash consideration of RM143,000,000.00 (“Sales Consideration”) (“Proposed Disposal”).

2.   INFORMATION OF THE PROPOSED DISPOSAL

2.1 Information on the Vendor

The Vendor is a private limited company incorporated on 3 December 1996 in Malaysia under the Companies Act, 1965 (“Act”).  As at the date hereof, the Vendor has an issued share capital of RM10,800,000.00 comprising 10,750,000 ordinary shares and 5,000,000 redeemable non-cumulative preference shares.  The principal activity of the Vendor is property development.

2.2 Information on the Purchaser

The Purchaser is a private limited company incorporated on 5 February 2015 in Malaysia under the Act. As at the date hereof, the Purchaser has an issued share capital of RM2.00 comprising 2 ordinary shares.  The intended principal activities of the Purchaser are trading, investment holding and property development.  The Purchaser has yet to commence its business operations.

2.3 Details of the Land

Further information on the Land as follows:

2.4 Salient Terms of the SPA

(a) Agreement to sell and to purchase

The Land will be disposed free from all encumbrances, with vacant possession, on an “as is where is” basis and upon the terms and subject to the conditions contained in the Development Approvals (as defined in the SPA) and in the SPA.

(b) Manner of payment of the Purchase Price

Note:

(i) In view that NDSB’s ultimate shareholding shall be deemed foreign-owned (by virtue of MCT Berhad’s indirect interest in NDSB) pursuant to Section 433B of the National Land Code 1965, NDSB will have to seek consent from the relevant state authority for the transfer of the Land’s ownership to NDSB (“State Authority’s Consent”).

(ii) If the Balance Purchase Price could not be paid within the Completion Period, the Purchaser will be entitled to an extension of 1 month from the day following the expiry of the Completion Period (“Extended Completion Period”) on the condition that interest will be charged at 7% per annum on the Balance Purchase Price, calculated on daily rest, from the first day of the Extended Completion Period until the date of full payment of the Balance Purchase Price. Such accumulated interest cost is to be paid by the Purchaser to the Vendor at the time of the payment of the Balance Purchase Price within the Extended Completion Period.     

(c) Conditions precedent

The completion of the Proposed Disposal is conditional upon the following conditions precedent being fulfilled / obtained within three (3) months from the date of the SPA (“Conditional Period”):

(i) the State Authority’s Consent; and

(ii) confirmation from the Economic Planning Unit, Prime Minister’s Department (that its approval is not required) to facilitate the application for the State Authority’s Consent, if required.

In the event the conditions precedent are not fulfilled within the Conditional Period, either party shall be entitled to terminate the SPA and the Vendor shall within 10 business days from the date of termination refund to the Purchaser the Deposit.

3.   INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED

None of the Directors and/or major shareholders of Tropicana and its subsidiaries and/or persons connected to them have any interest, direct or indirect, in the Proposed Disposal.

This announcement is dated 13 April 2018.