On behalf of the Board of Directors of OHB, UOB Kay Hian Securities (M) Sdn Bhd wishes to announce that OHB had on 13 October 2022, entered into the following:-

1. conditional share sale agreement to acquire from Boon Siew Sdn Bhd (“BSSB”) 34,984,125 ordinary shares in OHB’s existing 50.50% owned subsidiary, Selasih Permata Sdn Bhd (“SPSB”), representing the balance 49.50% equity interest in SPSB, for a cash consideration of RM646,931,000 (“Proposed SPSB Acquisition”);
2. conditional share sale agreement to acquire from BSSB 3,960,000 ordinary shares in OHB’s existing 50.50% owned subsidiary, Oriental Boon Siew (Mauritius) Pte Ltd (“OBS(M)”), representing the balance 49.50% equity interest in OBS(M), for a cash consideration of RM1 (“Proposed OBS(M) Acquisition”); and
3. conditional share sale agreement to acquire from BSSB, Boon Siew Development Sdn Bhd and Loh Boon Siew Holdings Sdn Bhd collectively 12,100,000 ordinary shares in OHB’s existing 39.50% owned associate company, Southern Perak Plantations Sdn Bhd (“SPP”), representing the balance 60.50% equity interest in SPP, for a cash consideration of RM155,327,000 (“Proposed SPP Acquisition”).

(The Proposed SPSB Acquisition, Proposed OBS(M) Acquisition and Proposed SPP Acquisition are collectively referred to as the “Proposed Share Acquisitions”).

Simultaneously with the Proposed Share Acquisitions, OHB had entered into the following conditional sale and purchase agreements with Boontong Estates Sdn Bhd to acquire the following plantation estates, which are to be held through SPP (subject to the completion of the Proposed SPP Acquisition):-

1. oil palm plantation land held under 17 land titles measuring a total of 77.51 hectares (“Ha”) located along Jalan Ara Kuda, Mukim 19, District of Seberang Perai Tengah, Pulau Pinang, Malaysia (“Bukit Langkap Estate”) for a cash consideration of RM41,000,000 (“Proposed Bukit Langkap Estate Acquisition”);
2. oil palm plantation land held under 30 land titles measuring a total of 1,704.24 Ha located within Mukim and District of Bentong, Pahang, Malaysia (“Bentong Estate”) for a cash consideration of RM132,000,000 (“Proposed Bentong Estate Acquisition”); and
3. oil palm plantation land held under 22 land titles measuring a total of 1,668.60 Ha located within the district of Kuala Muda, Kedah Darul Aman (“Thye Group Estate”) for a cash consideration of RM224,100,000 (“Proposed Thye Group Estate Acquisition”).

(The Proposed Bukit Langkap Estate Acquisition, Proposed Bentong Estate Acquisition and Proposed Thye Group Estate Acquisition are collectively referred to as the “Proposed Land Acquisitions”. The Proposed Share Acquisitions and Proposed Land Acquisitions are collectively referred to as the “Proposals”).

In view of the interests of certain directors and major stockholders of OHB in the Proposals, the Proposals are deemed to be related party transactions under Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. Accordingly, Mercury Securities Sdn Bhd has been appointed as the independent adviser to advise the non-interested Directors and non-interested stockholders of OHB on the Proposals.

Further details on the Proposals are set out in the attachment enclosed.

This announcement is dated 13 October 2022.