Reference is made to the Company’s announcements on 17 November 2022, 31 January 2023, 9 February 2023, 1 March 2023, 4 April 2023, 3 July 2023, 3 January 2024 and 29 January 2024 (“Earlier Announcements”) and the Company’s circular to its shareholders dated 10 February 2023 (“Circular”) in relation to the Proposed Disposals and the query letter from Bursa Securities dated 2 February 2024. Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcements and Circular.

The Company wishes to response to Bursa Malaysia Securities Berhad’s (“Bursa Securities”) query as follows:-

1. The Disposal of 163 Retail Park and AEON Seri Manjung was approved by shareholders on 1 March 2023. Please provide greater clarification on the progress update of the disposal of 163 Retail Park since 1 March 2023 which led to the termination of the SPA. Please specify the Conditions Precedent that the contracting parties were unable to fulfil and whether there are any liquidator damages/penalty that the Company needs to compensate.

The Proposed Disposals was to facilitate a fund-raising exercise by the Company via the Proposed ABS Issue. The conditions precedent in the 163 Retail Park SPA was initially fulfilled on 31 October 2023. Nonetheless, the Proposed 163 Retail Park Disposal did not take place as the First Tranche MTNs under the Proposed ABS Issue was not fully subscribed and hence ALX Asset did not have sufficient funds to proceed with the Proposed 163 Retail Park Disposal.

Subsequent to the above, some of the conditions precedent fulfilled earlier had lapsed and D’Kiara Place and ALX Asset had on 3 January 2024 mutually agreed to extend the fulfilment date of the conditions precedent in the 163 Retail Park SPA for one (1) month until 4 February 2024. The conditions precedent that were not fulfilled at the point of the extension of the fulfilment period was the redemption statement cum letter of undertaking from D’Kiara Place’s financier setting out the redemption sum and the undertaking by D’Kiara Place’s financier to deliver to ALX Asset or ALX Asset’s solicitors the executed documents necessary to discharge the charge over the 163 Retail Park and a letter from the solicitors of D’Kiara Place and ALX Asset confirming that all the 163 Retail Park conditions precedent have been fulfilled.

There are no liquidated damages or penalty that the Company needs to compensate.

2. To provide the rationale for the Company to terminate the Disposal of 163 Retail Park to ALX Asset for disposal consideration of RM270.5 million and entered into a new SPA to dispose of the same assets to RHB Trustee for RM215 million.

Arising from the discontinuance of the Disposal of 163 Retail Park to ALX Asset, the Company has decided to dispose of the same assets to RHB Trustee which of a lower disposal consideration. This was due to the Proposed ABS did not materialize within the stipulated timeframe of within 90 business days from the date of lodgement of the Proposed ABS, as provided under the Lodge and Launch Framework and as the Company anticipates that any extension of the fulfillment of conditions precedents may further delay the receipt of the proceed from the disposal of 163 Retail Park as compared to direct sale to Sunway Group.

3. To disclose the status/development of the disposal of AEON Seri Manjung by YNH Hospitality to ALX Asset for a total consideration of RM152 million which was approved by the shareholders on 1 March 2023.

The Company did not pursue the Proposed AEON Seri Manjung Disposal due to the uncertainty of the Proposed ABS Issue after taking into consideration that the First Tranche MTNs for 163 Retail Park were not fully subscribed. YNH Hospitality and ALX Asset did not enter into the AEON Seri Manjung SPA and there are no liquidated damages or penalty that the Company needs to compensate.

This announcement is dated 5 February 2024.