2.0 Information on PGSB

PGSB was incorporated as a private limited company in Malaysia on 20 February 1990. The paid up capital of PGSB is RM250,000 comprising 250,000 ordinary shares of RM1.00 each, of which 250,000 ordinary shares of RM1.00 each have been fully issued and paid-up.

The principal activity of PGSB is investment holding.
 

3.0 Details of the disposal of Property

3.1 Information on the Property

The property, a leasehold land together with a building erected thereon is located at Lot No. 8, Lingkaran Sultan Mohamed 2, Bandar Sultan Suleiman, Port Klang. PGSB is the registered proprietor of the property, more particularly referred to and described as follows:-

Description of Property

3.2 Basis of disposal consideration

The disposal of the said property by PGSB to the Purchasers for a cash consideration of RM5.1 million (“Purchase Price”) was arrived at on a willing buyer–willing seller basis and free from all Encumbrances subject however to the conditions of title expressed or implied and the existing “as is where is” condition of the Property and with vacant possession at the Purchase Price and upon the terms and conditions and stipulations hereinafter contained in the SPA.

The purchase price shall be paid by the Purchasers in the following manner:-

i) The Initial Deposit (“3% of the Purchase Price”) amounting to RM153,000.00 paid to the Vendor the receipt of which the Vendor acknowledges;

ii) The Balance Deposit (“10% of the Purchase Price less Initial Deposit”) amounting to RM357,000.00 shall be payable by way of a cheque/bankers draft/cashiers order upon the execution of SPA to the Vendor’s Solicitors as stakeholders and who shall release the Balance Deposit less RPGT Retention Sum (“2% of the Purchase Price”) amounting to RM102,000.00 to the Vendor upon the Unconditional Date (“the date the Condition Precedent is fulfilled”) or returned intact to the Purchaser in the event of Non-fulfilment of Condition Precedent (“the receipt by the Purchasers’ Solicitors of a copy of the letter(s) of consent from the relevant state authority approving the transfer of the Property by the Vendor to the Purchasers”);

iii) Subject to the Condition Precedent having been fulfilled (where applicable), the Balance Purchase Price amounting to RM4,590,000.00 shall be payable by the Purchasers to the Vendor’s Solicitor as stakeholders on or before the expiry of the Completion Period (“period of three (3) months from the Unconditional Date”).

Based on the audited financial statements as at 30 June 2009, the net book value of the Property is RM5.026 million.

The Proposed Disposal of the Property is made as is where is basis and free from encumbrances.

The property was vacant for 3 years and there is no plans to maintain the Property for the use by FMH Group. The disposal will generate funds for repayment of loan and working capital.

None of the Directors, major shareholders of the Company and/or persons connected with them has any interest, direct and/or indirect in the disposal of property.

The disposal will not have any material effect on the net assets per share, earning per share and gearing of the Group and will have no effect on the share capital and substantial shareholders’ shareholding of the Company for the financial year ending 30 June 2010.

The Board is unaware of any risks arising from the Proposed Disposal of Property which could materially or adversely affect the financial and operating conditions of the FMH Group.

Barring unforeseen circumstances, the Proposed Disposal is expected to be completed in the third quarter of 2011.

The Board of Directors of the Company is of the opinion that the Disposal is in the best interest of the Company.