Transactions (Chapter 10 Of Listing Requirements) : Related Party Transactions

The Board of Directors of the Company ('Board') wishes to announce that the Company had on 30 April 2021 entered into a binding term sheet ('Term Sheet') with FGV Integrated Farming Holdings Sdn Bhd ('FGVIF' or the 'Purchaser') setting out the salient terms for the proposed disposal of (i) 37,354,500 ordinary shares constituting 100% of the entire issued and paid up share capital in MSM Perlis Sdn Bhd ('MSMP') as at the date of the Term Sheet, and (ii) all ordinary shares to be issued and allotted to MSMH pursuant to a proposed capitalisation by MSMP prior to the signing of the MSMP Share Sale Agreement ('Proposed Disposal') to the Purchaser for a cash consideration of RM175.0 million, subject to adjustment for net debt and net working capital at completion of the Proposed Disposal.

In view of the interests of two (2) of the directors and certain major shareholders of the Company, the Proposed Disposal is deemed a related party transaction pursuant to Chapter 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Proposed Disposal is conditional upon approvals being obtained from the following:

1. the shareholders of the Company at an extraordinary general meeting ('EGM') to be convened; and
2. any other relevant authorities and/or parties, if required.

The Proposed Disposal is not conditional upon any other corporate exercise being undertaken by the Company, which has been announced but pending completion.

Please refer to the attachments for further details on the Proposed Disposal.

This announcement is dated 30 April 2021.