INVESTOR RELATIONS

Transactions (Chapter 10 of Listing Requirements) – Related Party Transaction

Sale of 1 unit Sapphire Condominium

1. Introduction

Pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Listing Requirements”) the Board of Directors of Naim Holdings Berhad (“Naim” or “the Company”) wishes to announce that its indirect wholly-owned subsidiary Peranan Makmur Sdn. Bhd. (“PMSB”) has on 30 August 2018, entered into a Sale & Purchase Agreement to sell 1 unit Sapphire Condominium described as A1-16-11 containing a floor area of 1,582 sq ft to Datuk Hasmi Bin Hasnan for a consideration of RM778,800. (“the Related Party Transaction”)

2. Details of the Related Party

PMSB is the developer of a luxury condominium at Sapphire on the Park located at Jalan Batu Lintang, Kuching, Sarawak, Malaysia.   PMSB is wholly owned by Naim Land Sdn. Bhd. (“NLSB”).  Naim, in turn, holds 100% shareholding in NLSB. 

Datuk Hasmi Bin Hasnan is deemed a related party by virtue of his directorships in Naim, NLSB and PMSB and as major shareholder of Naim. 

3. Terms and Consideration

All the terms as set out in the Sale & Purchase Agreement are normal terms including the price are consistently applied to all customers during the Merdeka promotion period.

4. Rationale of the Related Party Transaction

PMSB is engaged in the business of property development and the subsequent sale of the developed properties.  Hence, the Related Party Transaction is undertaken in the ordinary course of business of PMSB.

5. Financial Effect of the Related Party Transaction

The Related Party Transaction is not expected to have any material financial impact in the current financial year, nor will it have any effect on the share capital and substantial shareholders’ shareholdings of the Company. 

6. Directors’ and Major Shareholders’ Interests

Datuk Hasmi Bin Hasnan has abstained from all management and Board of Directors’ deliberation in respect of the Related Party Transaction. 

Save as disclosed, none of the other directors and/or major shareholders of the Company and/or persons connected with them have any interest whether directly or indirectly in the Related Party Transaction.

7. Audit Committee’s Statement

The Audit Committee at its meeting held on 29 August 2018, having considered all relevant factors in respect of the Related Party Transaction is of the opinion that the transaction is:

1. In the best interest of the Company;
2. Fair, reasonable and on normal commercial terms; and
3. Not detrimental to the interest of minority shareholders of the Company.

8. Board of Directors’ Statement

The Board of Directors of Naim, save for Datuk Hasmi Bin Hasnan, at its meeting held on 30 August 2018  having considered all relevant factors in respect of the Sale,  is of the opinion that the transaction is:

1. In the best interest of the Company;
2. Fair, reasonable and on normal commercial terms; and
3. Not detrimental to the interest of minority shareholders of the Company.

9. Highest Percentage Ratio

The highest percentage ratio applicable to the Related Party Transaction pursuant to Paragraph 10.02(g) Listing Requirements computed based on the Company’s latest audited consolidated financial statements ended 31 December 2017 is 0.5%.

10. Approval Required

The Related Party Transaction is not subject to or conditional upon the approval of the Company’s shareholders or other regulatory body.   

 Dated this 30 August 2018.