NAIM INDAH CORPORATION BERHAD (“NICORP” OR THE “COMPANY”)

- PROPOSED AWARD;

- PROPOSED DIVERSIFICATION; AND

- PROPOSED SIS

(COLLECTIVELY KNOWN AS “PROPOSALS”)

1. INTRODUCTION

On behalf of the Board of Directors of NICORP (“Board”), TA Securities Holdings Berhad

(“TA Securities”) wishes to announce that the Company had, on 11 February 2015, accepted a

Letter of Award (“LOA”) for the role of project management consultant (“PMC”) for the mixed

commercial development consisting of duplex shop office, hotel tower, anchor lot, cineplex and

related external works at Lot 6879-6890 and 10293-10304, Mukim Klang, Daerah Klang,

Selangor Darul Ehsan (“Gateway Klang project”) from Lagenda Erajuta Sdn Bhd (“Lagenda”)

(“Proposed Award”).

In conjunction with the Proposed Award, the Company proposes to undertake a proposed

diversification of the business of NICORP and its subsidiaries (“NICORP Group” or “Group”)

to include construction, property investment, project management and renewable energy

(“Proposed Diversification”).

Pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia

Securities Berhad (“Bursa Securities”) (“Listing Requirements”), in view of the interest of

certain directors (including a former director of NICORP within the preceding six (6) months of

the dates of the LOA, the Proposed Award is deemed to be a related party transaction. Refer to

Section 10.1 of this announcement for further details of the interested directors to the Proposed

Award.

In addition, the Company proposes to establish and implement a share issuance scheme of up to

15% of the Company’s issued and paid-up share capital (excluding treasury shares, if any) at

any one time during the duration of the scheme (“Proposed SIS” or “Scheme”).

The Proposed Award, Proposed Diversification and Proposed SIS are collectively referred to as

the “Proposals” hereinafter. Further details of the Proposals are set out in ensuing sections.

2. DETAILS OF THE PROPOSALS

2.1. Proposed Award

The Proposed Award would provide an opportunity for NICORP to participate in

potentially visible development projects and potential foray in the property market in

Klang, considering that Lagenda is the developer for the Gateway Klang project. The

Board was also of the opinion that the Proposed Award will offer good mileage for the

NICORP Group in the long term given that the Gateway Klang project is a major

property project and is located in the prime area of Klang, Selangor.

The Group is principally engaged in the business of property development and logging

and selling round end timber logs, leasing and renting of property as well as trading of

building materials. The Proposed Award will potentially provide NICORP with an

additional stream of revenue and will also increase the Group’s earnings base.

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The value of the LOA is 4.0% of the gross development cost (“GDC”) of the Gateway

Klang project. For illustration purposes, based on the preliminary estimated GDC of

RM450.0 million, the value of the LOA is estimated to be RM18.0 million. Billings will

be based on certificate of completion which is estimated to complete in financial year

ending 31 December (“FYE”) 2017.

Please refer to the ensuing sections for further details in relation to Lagenda and the

LOA.

2.1.1. Information on Lagenda

Lagenda was incorporated in Malaysia as a private limited company under the

Companies Act, 1965 (“Act”) on 29 June 2010. As at the date of this

announcement, Lagenda’s issued and paid-up share capital is RM2,000,000

comprising 2,000,000 fully paid-up ordinary shares of RM1.00 each. It is primarily

engaged in property development and is a subsidiary of Sagajuta (Sabah) Sdn Bhd

(“Sagajuta”).

Lagenda is the developer for the Gateway Klang project. A privatisation

agreement was entered into between Lagenda and Port Kelang Authority (“PKA”)

dated 2 August 2012 (“Privatisation Agreement”) whereby PKA had appointed

Lagenda as the developer for the Gateway Klang project. Lagenda had obtained

development order for the Gateway Klang project on 16 August 2012.

The directors of Lagenda are Dato’ Lim Thiam Huat, Datuk Raymond Chan Boon

Siew (“DRCBS”) and Dato’ Siaw Swee Hin (“DSSH”).

The shareholders and their respective shareholdings of Lagenda are set out below:

No. of shares %

Sagajuta 1,700,000 85.0

Titan Formation Sdn Bhd (“Titan”) 300,000 15.0

Total 2,000,000 100.0

DRCBS is also a director and shareholder of Sagajuta with a shareholding of

8.71% held in Sagajuta while DSSH is a shareholder of Titan with a shareholding

of 13.33% held in Titan.

Hence, DRCBS and DSSH effectively hold 7.40% and 2.00% respectively of the

shareholdings in Lagenda.

2.1.2. Details of the LOA and the Gateway Klang project

The scope of works of NICORP pursuant to the Proposed Award comprises

project and construction management, general management and on-site staff, cost

control, planning and scheduling, procurement, site quality control,

commissioning, and manuals and training.

As stated in Section 1, the Gateway Klang project is a mixed commercial

development consisting of duplex shop office, hotel tower, anchor lot and cineplex

with a gross floor area of approximately 2.33 million square feet. As at the date of

this announcement, piling works are being carried out at the Gateway Klang

project. The Gateway Klang project, which commenced on 1 May 2014, had

reached a percentage of completion of 6.10% as at 31 January 2015. The Gateway

Klang project is expected to be completed by May 2017.

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2.2. Proposed Diversification

The Group is principally engaged in the business of property development and logging

and selling round end timber logs, leasing and renting of property as well as trading of

building materials.

The Gateway Klang project provides a business opportunity for NICORP to diversify

into project management business. Based on the preliminary estimated GDC of RM450.0

million where NICORP’s total PMC fee is estimated to be RM18.0 million over a period

of 28 months, the Board anticipates that the Group’s venture into project management

may contribute 25% or more of the net profit of the Group in the future from this project.

In addition, the Board intends to diversify into the renewable energy business moving

forward. Refer to Section 6.5 herein for further details. The Board also anticipates that

construction, property development, property investment, project management and

renewable energy activities will be major contributors to the Group’s future earnings.

Pursuant to paragraph 10.13(1) of the Listing Requirements, a listed issuer must obtain

its shareholders’ approval in a general meeting for any transaction or business

arrangement which might reasonably be expected to result in either:

(a) the diversion of 25% or more of the net assets (“NA”) of the listed issuer to an

operation which differs widely from those operations previously carried on by the

listed issuer; or

(b) the contribution from such an operation of 25% or more of the net profits of the

listed issuer.

The diversification into construction includes the construction of infrastructure such as

piping in the oil and gas industry, property investment, project management and

renewable energy.

NICORP is exploring opportunities in the renewable energy industry, specifically in the

manufacturing of palm biomass pellet from empty fruit bunch (“EFB”). The palm

biomass pellet is an ideal green fuel which substitute conventional fossil fuels such as

coal and diesel and hence can be used in furnace and foundries, power plant, and

industrial boilers and burners.

In addition, the Company, which is currently involved in the trading of building

materials, is looking into the trading of oil and gas products.

With the proposed diversification by the Group into construction, property investment,

project management and renewable energy being approved by the shareholders at an

extraordinary general meeting (“EGM”) to be held, the Group may be subjected to new

challenges and risks arising from the Proposed Diversification which are set out in

Section 4 of this announcement.

Nevertheless, certain Directors and key management of the Group have been involved in

the construction, property investment and project management services. DSSH, the

Managing Director/Group Chief Executive Officer of NICORP, has been involved in the

construction and property development industry since 2006, having handled previous

projects such as 1 Borneo Hypermall in Sabah. Ir. Lok Wung Yip, a senior Project

Director in NICORP, and Chan Kok Leong, a Project Manager in NICORP, have more

than 18 years’ experiences in the construction and property development sectors. Hud bin

Abu Bakar, a Non-Independent Executive Director in NICORP, is equipped with more

than 25 years of experiences in the architecture field. Cheang Soon Siang, a Non-

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Independent Executive Director in NICORP, has more than 20 years’ experience in

banking and financial services. Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar, a Non-

Independent Executive Director as well as Chairman of NICORP, is equipped with a vast

experience and knowledge in corporate companies, having spent 14 years on the Board

of Airasia Berhad and hence would be able to provide his management expertise and

skills in assisting the Group in the development and strategies in moving the Group to a

higher level.

With the experiences of these Directors, coupled with the Board’s intention to further

engage experience management team or joint venture partner to manage the respective

business, the Group is confident of attaining the required expertise in running the

business.

The Board believes that the Group has the capacity, capabilities and resources to

diversify into construction, property investment and project management services after

taking into consideration the competency and experience of the directors who have been

involved in the construction, property development, property investment and project

management as mentioned above as well as the assistance from external consultants

(namely, the architects, engineers, surveyors, subcontractors and other consultants).

Accordingly, they are well-positioned to provide business acumen and skills in property

development which will be beneficial to the Group moving forward in relation to the

Proposed Diversification.

As the manufacture of biomass is a new area of venture for the Group, the Group may

not have the required capabilities, capacity and resources to run the operations

efficiently. The Group will seek to limit this shortfall by seeking advice from various

experts and its joint venture partner, if any, and intends to recruit experienced

management team to drive the biomass manufacturing division, once the opportunity

arises.

2.3. Proposed SIS

The Proposed SIS will involve the granting of options to subscribe for new NICORP

Shares (“SIS Options”) to eligible Directors and employees of the NICORP Group

(excluding dormant subsidiaries) who meet the criteria for eligibility for participation in

the Proposed SIS (“Eligible Persons”), to subscribe for new NICORP Shares in

accordance with the by-laws of the Proposed SIS (“By-Laws”).

The Proposed SIS will be administered by a committee to be duly appointed and

authorized by the Board (“Scheme Committee”). The decision as to whether or not to

stagger the allocation of the SIS Options over the duration of the Proposed SIS will be

determined by the Scheme Committee at a later date.

The salient terms and conditions of the Proposed SIS are as follows:

2.3.1. Maximum number of new NICORP Shares available under the Proposed SIS

The maximum number of new NICORP Shares to be offered and issued under the

Proposed SIS (“SIS Shares”) shall not be more than in aggregate 15% of the issued

and paid-up share capital of NICORP (excluding treasury shares, if any) at any

point in time during the duration of the Proposed SIS, as provided by the By-Laws.

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2.3.2. Maximum allowable allotment of SIS Shares and basis of allocation

The total number of new NICORP Shares comprised in the SIS Options that may

be offered and allocated to Eligible Persons shall be determined at the sole and

absolute discretion of the Scheme Committee after taking into consideration,

amongst others, the performance, position, annual appraised performance,

seniority and length of service of the Eligible Person, and such other factors that

the Scheme Committee may in its sole and absolute discretion deem fit, subject to

the following:

(i) that the number of SIS Options made available under the Scheme shall not

exceed the amount stipulated in Section 2.3.1 above; and

(ii) the allocation to any individual Eligible Person to whom an Offer (as

defined below) is being made pursuant to the By-Laws (“Selected Person”)

who, either singly or collectively through persons connected with him (as

defined in the Listing Requirements), holds 20% or more in the issued and

paid-up share capital of NICORP (excluding treasury shares, if any) does

not exceed 10% of the SIS Shares available under the Scheme at any point

in time when an Offer is made; and

(iii) the Directors and employees of the Group do not participate in the voting,

deliberation or discussion of their own allocation of SIS Options under the

Proposed SIS,

provided always that the basis of allocation is in accordance with any prevailing

guidelines, rules, regulations or requirements issued by Bursa Securities, the

Listing Requirements or any other requirements of the relevant authorities and as

amended from time to time issued by any other relevant authorities.

The actual number of NICORP Shares which may be offered to any Eligible

Person shall be at the discretion of the Scheme Committee provided that the

number of NICORP Shares so offered shall not be less than 100 NICORP Shares

nor more than the maximum allowable allocation of such Eligible Person and shall

be in multiples of 100 NICORP Shares (or in any other denomination as may be

prescribed by Bursa Securities as a board lot).

2.3.3. Eligibility

Any Director or employee of the Group shall be eligible to participate in the

Proposed SIS and qualify for selection by the Scheme Committee, if, as at the date

of the offer of the SIS Options (“Date of Offer”), where applicable:

(i) such Director or employee has attained the age of eighteen (18) years of age

and is not an undischarged bankrupt nor subject to any bankruptcy

proceedings;

(ii) such employee has been employed on a full time basis and is on the payroll

of any corporation within the Group and his employment has been

confirmed or such employee is serving in a specific designation under an

employment contract for a fixed duration of at least one (1) year;

(iii) such Director has been appointed as a Director of NICORP or any company

in the Group;

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(iv) such Director or employee is not a participant of any other employee share

option scheme implemented by any company within the Group which is in

force for the time being; and

(v) has fulfilled any other eligibility criteria and/or falls within such

grade/category as may be determined by the Scheme Committee at its sole

discretion from time to time,

provided that nothing shall invalidate any selection of any Eligible Person which

may have been made by the Board on or prior to the Effective Date (as defined

below) of the Proposed SIS. For the avoidance of doubt, the Scheme Committee

may determine any other eligibility criteria and/or waive any of the conditions of

eligibility as set out above, for purposes of selecting an Eligible Person at any time

and from time to time, in the Scheme Committee’s discretion.

Eligibility does not confer on an Eligible Person a claim or right to participate in

the Proposed SIS unless an offer has been made in writing by the Scheme

Committee to the Eligible Person (“Offer”) and the Eligible Person has accepted

the Offer in accordance with the provisions of the By-Laws.

No Offers may be granted to any person who is a director, a major shareholder,

chief executive of NICORP, or a person connected with a director, major

shareholder or chief executive of NICORP, unless the specific grant of that Offer

to that person shall have previously been approved by the shareholders of the

NICORP in a general meeting.

Subject to the By-Laws, there are no performance targets to be achieved by the

Eligible Person who has accepted the Offer in accordance with the By-Laws

(“Grantee”) before the SIS Options can be exercised and the NICORP Shares can

be vested on the Grantee.

2.3.4. Exercise price

Subject to any adjustments made under the By-Laws and pursuant to the Listing

Requirements, the price at which the Grantee is entitled to subscribe for each SIS

Shares pursuant to the exercise of an Offer (“Exercise Price”), is to be determined

by the Board upon recommendation of the Scheme Committee based on:

(i) the five (5) day weighted average market price of NICORP Shares

immediately preceding the Date of Offer of the SIS Option, with a potential

discount of not more than 10% or other percentage of discount in accordance

with any prevailing guidelines, rules or regulations issued by Bursa Securities

or any other relevant authorities as may be amended from time to time during

the duration of the Proposed SIS; or

(ii) at the par value of NICORP Shares (or such other par value as may be

permitted by the Act),

whichever is higher.

2.3.5. Ranking of and rights of the SIS Shares

The SIS Shares to be allotted and issued upon any exercise of the SIS Options

shall upon allotment and issuance, rank pari passu in all respects with the then

existing NICORP Shares except that the new SIS Shares so issued will not be

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entitled to any dividends, rights, allotments and/or other distributions provided that

the entitlement date is prior to the date of which the new SIS Shares are credited

into the central depository system accounts (“CDS Accounts”) of the Grantee.

The Grantees will not be entitled to any dividends, rights, allotments and/or other

distributions until and unless such Grantees exercise their SIS Options into new

NICORP Shares and such new NICORP Shares are credited into the Grantees’

respective CDS Accounts.

The new NICORP Shares allotted and credited into the CDS Accounts would also

carry rights to vote at any general meeting of NICORP provided that the shareholder

is registered on the entitlement date as at the close of business to be entitled to attend

and vote at the general meeting.

The new NICORP Shares shall be subjected to all the provisions of the articles of

association of NICORP in relation to their issuance and allotment, transfer,

transmission or otherwise.

2.3.6. Duration of the Proposed SIS

The Proposed SIS shall be in force for a period of five (5) years commencing from

the effective date of the implementation of the Proposed SIS, which shall be the

date of compliance with all relevant requirements pursuant to the Listing

Requirements in relation to the Proposed SIS (“Effective Date”).

2.3.7. Retention period

The SIS Shares allotted and issued to the Grantee pursuant to the exercise of an

SIS Option under the Proposed SIS may be subjected to any retention period at the

discretion of the Scheme Committee.

An eligible non-executive Director shall not sell, transfer or assign the NICORP

Shares obtained through the exercise of his SIS Options offered to him pursuant to

the Proposed SIS within one (1) year from the Date of Offer of such SIS Options.

2.3.8. Listing of and quotation for the SIS Shares

An application will be made to Bursa Securities for the listing of and quotation for

the SIS Shares on the Main Market of Bursa Securities within two (2) months from

the date of this announcement.

3. UTILISATION OF PROCEEDS

The proceeds arising from the exercise of the SIS Options will be utilised for working capital

purposes of the Group as and when the SIS Options are exercised and the proceeds are received

throughout the duration of the Proposed SIS, as the Board may deem fit. However, the amount

of proceeds arising from the exercise of the SIS Options cannot be determined at this juncture

as these will depend on, amongst others, the number of SIS Options granted and exercised at

the relevant point in time and the Exercise Price.

The proceeds to be utilised for each component of working capital are subject to the operating

requirements at the time of utilization and therefore cannot be determined at this juncture. The

proceeds are expected to be utilised within two (2) years from the receipt of proceeds from the

exercise of the SIS Options.

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4. RATIONALE FOR THE PROPOSALS

4.1. Proposed Award

The Proposed Award presents an opportunity for NICORP to venture into project

management business for a major property development project located in the prime

location in Klang, which is in proximity to many commercial amenities and future

developments that sets to elevate the value and lifestyle of the area.

The Proposed Award is expected to provide the Group with additional source of income

for the next two (2) financial years and the income generated from the PMC is in turn

expected to contribute positively to the future earnings of the Group.

The Proposed Award represents an opportunity for the Group to expand the core business

of the Group which contributes to its earnings. The terms of the LOA were negotiated on

arm’s length and commercial basis subjected to due process and evaluation undertaken

by Non-Interested Directors and management of NICORP.

4.2. Proposed Diversification

The proposed diversification of the Group into construction, property investment, project

management and renewable energy is part of the Group’s long term strategy of

diversifying into other industries with strong growth prospects instead of presently

depending solely on its business in timber logging where revenue has been declining

although there were pockets of earnings in the past from the property development

activities. In view of the lackluster performance of the current business segments, the

Group intends to diversify and expand its business activities to enhance its prospects

through the property development and the Proposed Diversification. The Board is of the

opinion that the expansion into property development and the diversification into other

industries will provide more stable earnings for the Group in the future while capitalising

on the experiences of the Directors and key management team.

The Board believes that the Proposed Diversification would contribute positively to its

future earnings and improve the financial position of the Group. The additional revenue

contribution from construction, property investment and project management and

renewable energy activities will provide the Group with additional streams of earnings

which is expected to enhance the Group’s profitability and returns on shareholders’ fund.

Notwithstanding that the Group does not have any immediate construction, property

investment and project management activities in the pipeline other than the Proposed

Award, the Proposed Award will provide a platform for the Group to establish its

credentials in the project management business, and open up new opportunities for the

Group. With this readily available approval for the Proposed Diversification, the Group

is able to capitalize on the opportunities in those sectors since time is of the essence in

terms of securing viable business opportunities.

In view of the requirements under Paragraph 10.13(1) of the Listing Requirements, the

Proposed Diversification becomes a necessary consequence of the Group’s decision to

carry out the Proposed Award as the Board believes that, barring any unforeseen

circumstances, the Proposed Award is reasonably expected to contribute 25% or more of

the net profits of the Group and may result in a diversion of more than 25% of the net

assets of the Group to the project management business.

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4.3. Proposed SIS

The Proposed SIS is intended to achieve the following objectives:

(i) to recognise and reward the contributions and services of the Eligible Person that

are considered vital to the operation and continued growth of the NICORP Group;

(ii) to align the interests of the Eligible Person through the Proposed SIS to focus on

long-term financial performance and the shareholders’ value enhancement via

equity participation;

(iii) to create a sense of belonging and ownership amongst the Eligible Person as they

will be able to participate directly in the future growth of the Group;

(iv) to serve as an alternative form of employee remuneration which does not result in

cash outflow for the Group but instead allows for fund-raising upon exercise of the

SIS Options by the Eligible Person; and

(v) to attract and retain high calibre Eligible Person, hence ensuring that the loss of

key personnel is kept to a minimum level.

The Proposed SIS is also extended to the eligible non-executive Directors of the Group

(excluding dormant subsidiaries, if any). The Proposed SIS serves as a tool to recognise

their contributions relating to their oversight responsibilities as independent members to

the respective board and/or board committees, which are considered vital to the

governance of the Group.

5. RISK FACTORS

The potential risk factors relating to the Proposals, which may not be exhaustive, are as follows:

5.1. Diversification risk

The Group is principally engaged in the business of property development, logging and

selling round end timber logs, leasing and renting of property as well as trading of

building materials. The undertaking of the Proposed Diversification would expose the

Group to new challenges and risks arising from construction, property investment,

project management and renewable energy industry in which the Group has no prior

experience.

The new challenges and risks includes securing the services of competent professionals

such as architects, surveyors, engineers, formulating effective marketing and sales

strategies forming an effective project team to oversee and manage the development and

construction project. As for the manufacturing of palm biomass pellet, the Company will

face technical and management challenges as the Company does not have any track

record to ensure the success of the manufacturing of palm biomass pellet.

In light of this, NICORP will endeavor to take necessary steps to ensure proper planning

is in place and that each project is managed closely by experienced personnel. The Group

also seeks to leverage on the competencies and experiences of the Directors and key

management who have been involved in the construction and project management

services and to recruit professionals with relevant experience to complement existing

team members. As for the renewable energy industry, the Company intends to recruit

experts and technical personnel with relevant experience to oversee this division.

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5.2. Competition risk

The Group will face direct competition from both new entrants and existing players in

construction, property investment, project management and renewable energy industries.

The Group may also face further challenges as a new entrant in those industries as it

lacks the relevant track record and brand name as compared to existing players who

enjoy the privilege of their established brand name and reputation in the abovementioned

industries. The Group’s competitiveness will largely depend on the ability of its

management to secure strategically located land-bank for development and construction,

supply of labour and building materials as well as to price its products competitively, to

ensure the quality provided and timely delivery of development and to sell its properties.

As for renewable energy, the Company will endeavor to carefully select its future joint

venture partner, if any, to ensure the joint venture partner is capable and is equipped with

the relevant experience.

Nevertheless, the Group seeks to be competitive in construction, property investment and

project management by being cost efficient through effective project management and

cost control policies, providing quality products and competitive pricing and actively

seeking new opportunities in those industries.

5.3. Dependency on key management personnel

As in any other business, the Group’s involvement in construction, property investment,

project management and renewable energy depends largely on the abilities, skills,

experience, competency and continued efforts of the Directors and key management. The

loss of any of the said Directors and key management personnel without suitable and

timely replacement, or the inability of the Group to attract and retain other qualified

personnel and in this instance, could adversely affect the Group’s role as the PMC for the

Gateway Klang project and consequently the revenue stream to be derived from the

Proposed Award.

Recognising the importance of the Directors and key management, the Group will

continuously adopt appropriate approaches to retain the key personnel. To avoid over

dependence on any key personnel, the Group strives to attract qualified and experienced

employees, especially from the renewable energy industry, to complement the existing

management team. This will in turn help to ensure continuity and competency of the

management team.

5.4. Political, economic and regulatory considerations

Similar to other types of businesses, political and economic conditions as well as

regulatory developments in Malaysia could have a material effect on the Group’s foray

into the construction, property investment, project management and renewable energy

businesses and consequently the financial performance of the Group. Adverse political,

economic and/or regulatory conditions or developments include but are not limited to

risk of change in political leadership and environment, unfavourable changes in

government policies, laws and legislation, nationalization, changes in interest rates,

changes in methods of taxation and economic recession. For example, the construction,

property investment, project management and renewable industries will be sensitive to,

inter alia, interest rate movements, consumer sentiments, regulation and taxation changes

or the gradual tightening of credit conditions.

While the Group seek to limit the impact of such risks in its diversification by monitoring

and adapting business strategies in response to major developments in the political,

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economic and regulatory environment, there is no assurance that any change to the above

factors will not have a material adverse effect on the business and prospects of the

Group’s construction, property investment, project management and renewable energy

businesses.

6. ECONOMIC OUTLOOK AND PROSPECTS

6.1. Overview of the global economy

The global economy is expected to remain on a moderate and uneven growth trajectory

in 2014 supported by a pickup in the US and the UK along with a steady, albeit lower

pace of expansion, in major emerging market economies. Improvements in the euro area

and Japan during the second half of the year are also expected to contribute positively to

world economic activity. Asian economies, including China, India and major ASEAN

countries, are expected to continue to drive global economic growth.

Overall in 2014, global growth is expected to remain stable at 3.3% (2013: 3.3%) with

stronger growth in advanced economies at 1.8% (2013: 1.4%) and slightly slower growth

in emerging markets at 4.5% (2013: 4.7%). The expansion is expected to be supported by

slightly stronger growth of 3.9% (2013: 3%) in world trade following higher demand in

the US and emerging economies. Meanwhile, foreign direct investment flows are

expected to rise 10.3% to USD1.6 trillion (2013: 9.2%; USD1.5 trillion) mainly driven

by investments in developed economies that have started to recover.

The global economies is expected to strengthen in 2015 given the continued policy mix

of fiscal and monetary measures undertaken by major economies, aiming at spurring

growth. The advanced economies are expected to grow 2.3% in 2015 (2014: 1.8%) led

by the US and the UK, while the euro area and Japan are expected to improve.

The global inflation is projected to remain mild due to large output gaps in advanced

economies. Inflation in advanced economies is forecast to increase to 1.8% (2014:1.6%)

while in emerging market and developing economies, inflation is expected to remain at

5.5% (2014: 5.5%).

(Source: Economic Report 2014/2015, Ministry of Finance Malaysia)

6.2. Overview of the Malaysian economy

The Malaysian economy expanded by 5.6% in the third quarter of 2014 (“3Q 2014”)

(Second quarter of 2014 (“2Q 2014”): 6.5%). Overall, growth was supported by private

domestic demand, amid continued contraction in public expenditure. As real exports of

goods and services recorded a positive growth amid a slower pace of expansion in real

imports of goods and services, net exports continued to contribute positively to growth

during the quarter. On a quarter-on-quarter seasonally-adjusted basis, the economy grew

by 0.9% (2Q 2014: 1.9%).

Domestic demand grew by 4.8% in the 3Q 2014 (2Q 2014: 5.8%), with private sector

activity being the key driver of growth. Public sector spending declined further during

the quarter as the contraction in public investment more than offset the improvement in

public consumption.

Private sector activity grew by 6.7% (2Q 2014: 8.1%), driven by stronger growth in

private consumption of 6.7% (2Q 2014: 6.5%). Household spending remained supported

by stable employment conditions and continued wage growth. Private investment

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expanded at a slower pace of 6.8% (2Q 2014: 12.1%), attributed to a decline in spending

on machinery and equipment, particularly in the transportation segment. Going forward,

investment activity will be supported by continued flow of ongoing and new projects by

the private and public sectors.

Public sector expenditure registered a negative growth of 1.2% (2Q 2014: -1.6%). Public

consumption turned around to register a positive growth of 5.3% (2Q 2014: -0.5%),

reflecting higher government spending on supplies and services. Public investment,

however, declined further by 8.9% (2Q 2014: -3.3%), attributed mainly to the near

completion of a few projects by public enterprises and the continued contraction in the

federal government development expenditure.

On the supply side, positive growth was experienced across all economic sectors in the

3Q 2014. The services sector recorded sustained growth, supported by the continued

expansion in both the consumption and production-related services. In the manufacturing

sector, after an exceptionally strong performance in the 2Q 2014, the sector expanded at

a more moderate pace amid slower domestic-oriented activity.

For 2014, the economy is projected to grow 5.5% - 6% (2013: 4.7%), which is higher

than the initial forecast of 4.5% - 5.5% in early 2014. The economic growth momentum

in 2014 is expected to continue in 2015 driven by improving external demand and

resilient domestic economic activity. Growth will be private-led in line with the

government’s effort to strengthen the private sector’s role in the economy. On the supply

side, all economic sectors are expected to record positive growth in 2014, with the

services and manufacturing sectors remaining the major contributors to growth.

Sustained growth in domestic demand, albeit a moderate pace, is expected to contribute

to the expansion in domestic-related activities. Hence, the economy is projected to grow

5% - 6% in 2015.

(Sources: Economic Report 2014/ 2015, Ministry of Finance, Malaysia and Economic and

Financial Developments in the Malaysian Economy in the Third Quarter of 2014, BNM)

6.3. Overview of the construction, property investment, and project management

services industries in Malaysia

Growth in the construction sector remained sustained during the 3Q 2014 at 9.6% (2Q

2014: 9.9%), driven mainly by the residential and non-residential sub-sectors. The

residential sub-sector continued to record firm growth, supported by the construction of

high-end properties in the Klang Valley, Penang and Johor, while on-going construction

for offices and retail projects and storage facilities contributed to growth in the non-

residential sub-sector.

The construction sector continue to register a double-digit growth of 14.3% during the

first half of 2014 (H1 2014”) (First half 2013 (“H1 2013”): 12%). During the period,

19649 construction projects were undertaken with contract value of RM50.1 billion. The

civil engineering subsector contributed 33% to the construction works, followed by the

non-residential (32.3%), residential (29.6%) and the special trade (5%). The private

sector contributed 71.4% to the total value of construction works. Meanwhile, the higher

construction activity was led by the residential and non-residential subsectors, while

growth in the civil engineering subsector moderated following the completion of some

major projects, including KLIA2, the Second Penang Bridge and the Manjung coal-

power plant.

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Moving forward, the sector is expected to grow 12.7% in 2014 (2013: 10.9%) and

contribute 4% to GDP supported by ongoing residential, oil and gas and transportation

projects.

The construction sector is projected to increase 10.7% in 2015 (2014: 12.7%) supported

by commencement of some oil and gas related projects such as Refinery and

Petrochemical infrastructure projects.

The non-residential subsector is also expected to remain stable supported by encouraging

demand for industrial and commercial buildings. Major commercial building projects

such as the 118-storey Menara Warisan and Bukit Bintang City Centre are expected to

contribute to the growth in this sector.

Meanwhile, the residential subsector is expanded to remain strong in view of the

increased demand for housing, particularly from the middle-income group. The

residential subsector expanded strongly by 22.1% during the H1 2014 (H1 2013: 15.7%)

supported by higher growth in incoming supply at 9.5% (H1 2013: 15.3%) and new

housing approvals increased significantly by 32.6% to 96.115 units (H1 2013: 6.8%

72,461 units). With regard to the provision of adequate houses for the low-income group,

the government continues to allocate funds to build affordable houses under various

government programmes, such as Rumah Mesra Rakyat, Rumah Mampu Milik and

Rumah Idaman Rakyat.

The value of total property transactions increased to RM82 billion (H1 2013: RM68.8

billion), with volume expanding 3.3% to 193,405 transactions during the H1 2014.

Residential property transactions formed the bulk with a share of 63.5%. However,

following several cooling measures imposed to curb speculative activity in the property

sector, the number of residential property transactions decreased 2.7% in the H1 2014

(Second half of 2013 (“H2 2013”): 5.1%). During the same period, residential

transactions declined in Kuala Lumpur (-4.8%) and Selangor (-2.1%), while Johor and

Pulau Pinang registered positive growth of 17.5% and 2.7, respectively. House prices in Malaysia continue to rise, albeit at a slower pace, amid several measures

to curb rising house price since 2010. The increase in house prices was driven by strong

demand following favourable labour market conditions and growing household income.

The Malaysian House Price Index, which measures the change in prices paid for an

average house, increased moderately by 6.6% in the 2Q 2014, compared with 11.3% in

the corresponding period in 2013. This was the lowest quarterly rate of increase since the

third quarter of 2010. However, higher-than-average prices were recorded in Selangor (10.1%), Pulau Pinang

(9.6%) and Kuala Lumpur (9.1%). The highest price increase was recorded for terrace

houses, which grew 8.2% followed high-rise units (7.9%), detached (2.5%) and semi-

detached (2.4%) houses. (Sources: Economic Report 2014/2015, Ministry of Finance and Economy and Financial

Developments in the Malaysian Economy in the Third Quarter of 2014, BNM)

6.4. Overview of the construction, property investment, and project management

services industries in Selangor

The property market in Kuala Lumpur was on a recovery path as market activity

sustained, prices remained strong and unsold situation improved across the board. On the

hindsight, residential primary market saw a softening demand probably due to effect of

the cool off measures implemented in 2013. There were 10,033 transactions recorded in

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H1 2014 worth RM11.78 billion, down by a mere 0.2% in volume against H1 2013 (-

36.9%). However, value of transactions continued to be on upward trending, charted

double-digit growth of 18.1%, a turnaround from -12.1% recorded in H1 2013.

The residential sub-sector retained its lion share of the market, contributed 73.9% of total

transactions followed by the commercial (22.8%), development land (2.0%) and

industrial (1.3%).

Market activity across all sub-sectors showed improvements. Positive growths were

recorded by commercial and industrial sub-sectors after experiencing double-digit

contractions in H1 2013. On the other hand, though residential and development land

sub-sectors registered negative growths, the rate of decline reduced significantly. In

terms of value, all sub-sectors noted an uptrend. The residential, commercial and

industrial sub-sectors witnessed double digit growth over H1 2013.

Prices and rentals of residential property revealed encouraging growth across the board.

Residential properties in prominent and established areas served with efficient

connectivity continued to gain premiums. As at Q2 2014, the All House Price Index for

Wilayah Persekutuan Kuala Lumpur (“WPKL”) stood at 251.7 points, up by 9.1% over

Q2 2013. However, the rate of index point increase moderated as compared to 19.3%

increase in H1 2013. In line with the index increase, the All House Price increased by

3.8% to RM667,674; remained the highest in the country.

Prices of shops were stable with increases noted in established commercial areas. Similar

trend was seen in the rental market. Rentals of ground floor shops were generally stable

with few exceptionally high increases recorded at selected areas, namely those in historic

shopping districts as well as in new established shopping localities.

In general, purpose built office rental market stabilised at previous years’ rents.

Investment grade buildings in good locations with close proximity or within city transit

hub are amongst those which were in demand and fetched higher rents. New commercial

enclave in Pantai area served with connectivity to Kerinchi LRT Station also gained

added advantage. As at Q2 2014, the Composite Index WPKL stood at 117.0 points, up

by a mere 1.8% (Q-on-Q). The WPKL average rental also moved up in tandem by 1.9%

(Q-on-Q) to RM4.20 p.s.f.

In the retail segment, rentals of retail space were generally stable for most shopping

complexes with notable movements witnessed at selected complexes.

Construction activities saw minimal actions. Residential sub-sector recorded more

completions and new planned supply but fewer starts. On the other hand, shops sub-

sector recorded more units in the new planned supply as against nil in H1 2013. (Sources: Property Market Report First Half 2014, Valuation and Property Services Department,

Ministry of Finance)

6.5. Overview of the renewable energy industry

The National Renewable Energy Policy and Action Plan (2009) lay out the policy vision

which includes enhancing the utilisation of indigenous renewable energy resources to

contribute towards national electricity supply security and sustainable socioeconomic

development. Its’ objectives covers to increase renewable energy contribution in the

national power generation mix; facilitate the growth of the renewable energy industry,

ensure reasonable renewable energy generation costs, conserve the environment for

future generations, and enhance awareness on the role and importance of renewable

energy.

15

Like the rest of the world, Malaysia needs to achieve greater energy independence and

efficiency through the use of renewable energy sources such as solar energy, wind energy

and biofuels. At the same time, it is important to find innovative ways to mitigate climate

change and conserve the integrity of our natural environment through ecodesign

solutions and environmental technologies. Malaysia is adopting a voluntary national

reduction indicator of up to 40% in terms of GDP emission intensity by 2020 compared

with 2005 levels. This move towards greater environmental sustainability is a

tremendous opportunity for businesses interested in participating in the green economy.

As one of the country's leading energy and environmental technology research institutes,

SIRIM is ready to do its part to answer tomorrow’s challenges today.

The Malaysian Government encourages greater use of non-depleting and

environmentally friendly energy sources. The Government policies on renewable energy

have been documented in the Eighth and Ninth Malaysia Plans (8MP and 9MP), and the

ten-year Third Outline Perspective Plan (OPP3). The integration of renewable energy as

the “Fifth Fuel” in the national energy scenario supports these policies, and encourages

rapid up-take for physical implementation of renewable energy projects. The core focus

of the policies was to supplement our national energy mix to include contribution from

renewable energy and reducing the national dependence on depletable fossil fuel.

As Malaysia works towards its goal of becoming a developed nation by year 2020, this

country, which is blessed with an abundance of natural resources continues to rely

heavily on economic growth spurred by its agriculture sector. This sector contributes to

approximately 8% of the country’s GNI and by far the largest contributor to Malaysia’s

GNI is the palm oil industry. The industry also correspondingly generates the highest

amount of biomass, compared to the Malaysia’s other main crops such as rubber and rice.

The main types of oil palm biomass are palm oil mill effluent (POME), oil palm fronds,

oil palm trunks, EFB, palm kernel shells and mesocarp fibre. As of year 2010, an

estimated 80 million dry tonnes of palm biomass was generated and this is expected to

increase further to 100 million dry tonnes by year 2020. Thus, the huge amount of empty

fruit bunches being accumulated during production process of palm oil depicts the

potential biomass as Malaysia’s top renewable energy source.

(Sources: The National Renewable Energy Policy and Action Plan (2009), seda.gov.my;

Supporting the nation’s move towards renewable energy and environmental sustainability,

http://www.sirim.my/index.php/research-technology-innovation/technology-centres/renewable-

energy); Renewable Energy, Energy Commission Malaysia, http://www.st.gov.my/index.php;

Malaysia’s Palm Oil Industry: Developing Green Technologies While Ensuring Sustainability &

The Development of Bioenergy in Malaysia and Germany, September/ October 2013, MGCC

Perspectives, Malaysian-German Chamber of Commerce and Industry)

6.6. Prospect of the Proposed Award

As stated in Section 2, the Proposed Award would provide the Group with the potential

foray in the property market in Klang as well as will offer good mileage for the NICORP

Group in the long term given that the Gateway Klang project is a major property project

and is located in the prime area of Klang, Selangor.

The Gateway Klang project is located between Persiaran Raja Muda Musa and Lebuh

Turi, both high traffic roads which makes the project easily assessable and highly visible.

It is minutes from all the major hubs of Klang including the downtown area, Bukit

Tinggi, Port Klang including Berkeley and Batu Tiga. In addition, the development is

expected to be well received as it is located near Port Klang, Malaysia’s key port and the

region’s transhipment hub which is located 6 km to the southwest of Klang town. The

16

port’s progressive development has enormously contributed to the strong growth of the

Klang’s economy.

Therefore, by embarking on the role of PMC for the Gateway Klang project, the Group is

of the view that this would provide a platform for the Group to spearhead into future

property development, construction and property management projects and thus enables

the Group to accumulate experiences in this sector. Taking into consideration the

favourable prospects of the construction, property investment and project management

industries in Malaysia and in Selangor as stated in Section 6.3 and 6.4 and in line with

the Group’s long term objectives in venturing into sustainable industries, the Board is of

the view that the Proposed Award would augur well for the Group’s performance in the

long run.

7. EFFECTS OF THE PROPOSALS

7.1. Issued and paid-up share capital

The Proposed Diversification and Proposed Awards will not have any effect on the

issued and paid-up share capital of NICORP as the Proposed Diversification and

Proposed Awards do not involve any issuance of new shares in NICORP.

The pro-forma effect of the Proposed SIS on the issued and paid-up share capital of

NICORP is as follows:

No. of NICORP

Shares

(‘000) RM’000

Issued and paid-up share capital as at date of announcement 772,237 77,224

To be issued pursuant to the Proposed SIS (up to) 115,836 11,584

Enlarged issued and paid-up share capital 888,0723 88,808

7.2. Net assets (“NA”) and gearing

Barring any unforeseen circumstances, the Proposals are not expected to have any

material impact on the net assets and gearing of the Group for FYE 2015. However, the

Proposals are expected to enhance the net assets of the Group through contribution in

earnings in the future.

The Proposed SIS will not have an immediate effect on the consolidated NA per

NICOPR Share and the gearing of the Group until such time when the new NICORP

Shares are allotted and issued pursuant to the vesting of the SIS Options. Any potential

effect on the consolidated NA per NICORP Share will depend on the number of new

NICORP Shares to be allotted and issued which can only be determined at the point of

the vesting of the SIS Options on the date of vesting.

For illustration purposes, upon the vesting of the SIS Options, the consolidated NA per

NICORP Share is expected to decrease whilst the gearing is expected to improve

resulting from the allotment and issuance of new NICORP Shares under the SIS Options.

7.3. Earnings and earnings per share (“EPS”)

The Proposals (save for the Proposed SIS), as a whole, are expected to contribute

positively to the earnings and EPS of the Group for FYE 2015.

17

The Proposed SIS is not expected to have any immediate material effect on the earnings

of the Group, save for the possible impact of the Malaysian Financial Reporting Standard

2 on Share-based Payment (“MFRS 2”). However, any potential effect on the EPS of the

Group in the future would depend on the impact of MFRS 2, the number of SIS Options

exercised as well as the utilization of the proceeds raised from the exercise of the SIS

Options.

Under MFRS 2, the potential cost arising from the issuance of the SIS Options, which is

measured by the fair value of the SIS Options after taking into account, inter alia, the

number of SIS Options granted and vested and the Exercise Price will need to be

measured at the grant date and to be recognised as an expense over the vesting period,

and therefore may affect the future earnings of the Group, the quantum of which can be

determined only at the grant date. However, the estimated cost does not represent a cash

outflow by the Company as it is merely an accounting treatment.

The Company has taken note of the potential impact of MFRS 2 on the Group’s future

earnings and shall take into consideration such impact in the allocation and granting of

the SIS Options to the Eligible Persons.

The EPS of the Company shall correspondingly be diluted as a result of the increase in

the number of NICORP Shares in issue pursuant to the new NICORP Shares arising from

the exercise of the SIS Options in the future. The effect of any exercise of the SIS

Options on the Group’s consolidated EPS would be dependent on the returns generated

by the Group from the utilization of proceeds arising from the exercise of the SIS

Options.

7.4. Substantial shareholders’ shareholdings

The Proposed Award and Proposed Diversification are not expected to have any effect on

the substantial shareholders’ shareholdings of NICORP as the Proposed Award and

Proposed Diversification do not involve issuance of NICORP Shares.

The Proposed SIS is not expected to have any immediate effect on the shareholdings of

the substantial shareholders of NICORP until and unless new NICORP Shares are

allotted and issued pursuant to the vesting of the SIS Options. Any potential effect on the

shareholdings of the substantial shareholders of NICORP would depend on the number

of new NICORP Shares issued and vesting of new NICORP Shares at the relevant point

in time.

7.5. Convertible securities

As at the date of this announcement, the Company does not have any convertible

security.

8. INTER-CONDITIONALITY OF THE PROPOSALS

The Proposed Award is conditional upon the Proposed Diversification but not vice versa. The

Proposed SIS is not conditional upon the Proposed Award and the Proposed Diversification or

vice versa.

Save for the above, the Proposals are not conditional upon any other corporate proposal

undertaken or to be undertaken by the Company.

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9. APPROVALS REQUIRED

The Proposals are subject to and conditional upon approvals being obtained from the following:

(i) Bursa Securities, for the listing and quotation of up to 15% of the issued and paid-up

capital of NICORP on the Main Market of Bursa Securities pursuant to the Proposed SIS;

(ii) the shareholders of NICORP at an EGM to be convened;

(iii) any other relevant authorities and/or parties, if required.

10. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS

CONNECTED WITH THEM

10.1. Proposed Award

DSSH is a Non-Independent Executive Director of NICORP as well as a Director of

Lagenda. Through Titan, he has an effective 2.00% shareholding in Lagenda.

DRCBS was a Non-Independent Non-Executive Director of NICORP and is currently a

Director of Lagenda. Through Sagajuta, he has an effective 7.40% shareholding in

Lagenda. Even though DRCBS had, on 14 November 2014, resigned from position of

Non-Independent Non-Executive Director of NICORP, he is still deemed an interested

party to the Proposed Award pursuant to Chapter 10 of the Listing Requirements.

Accordingly, DSSH has abstained and will continue to abstain from deliberating and

voting on and from forming any opinion on the Proposed Award at the relevant meetings

of the Board. Further, he will abstain from voting in respect of his direct and/or indirect

shareholdings in NICORP on resolution pertaining to the Proposed Award. In addition,

DSSH will undertake to ensure that persons connected with him, if any, will abstain from

voting in respect of his direct and/or indirect shareholdings in NICORP on resolution

pertaining to the Proposed Award to be tabled at the EGM.

10.2. Proposed SIS

All the Directors of NICORP are entitled to participate in the Proposed SIS. Therefore,

they are deemed interested to the extent of their respective allocation of SIS Options.

Accordingly, the Board has deliberated on the Proposed SIS as a whole at the relevant

Board meetings.

In respect of the allocation of SIS Options to the Directors of NICORP, the respective

Directors have abstained and will continue to abstain from all deliberations and voting at

the relevant Board meetings in respect of their allocation of SIS Options. In addition,

they will abstain from voting in respect of their direct and/or indirect shareholdings in

NICORP, if any at the EGM to be convened on the resolutions pertaining to their

allocation of the SIS Options.

Further, they have undertaken that they shall ensure that persons connected with them, if

any, will abstain from voting in respect of their direct and/or indirect shareholdings in

NICORP, if any at the forthcoming EGM on the resolutions pertaining to their allocation

of SIS Options to them.

19

The direct and indirect interests of the Directors in NICORP as at the date of this announcement

are as follows:

Direct Indirect

Directors No. of shares %

No. of

shares %

DSSH 39,172,600 5.07 67,847,976(1)

8.79

Md. Noor bin Abdul Rahim - - - -

Hud bin Abu Bakar 9,434,000 1.22 - -

Cheang Soon Siang 270,000 0.03 - -

Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar 9,434,000 1.22 - -

Chua Eng Chin - - 250,000(2)

0.03

George Alfonso Miranda - - - -

Notes:

(1) Deemed interest by virtue of his shareholdings in Quantum Discovery Sdn Bhd pursuant to Section 6A of the

Act.

(2) Deemed interested by virtue of his spouse’s shareholdings in NICORP pursuant to Section 134(12)(c) of the

Act.

Save as disclosed above, none of the Directors or major shareholders or persons connected with

them has any direct or indirect interest in the Proposals.

11. TRANSACTIONS WITH THE SAME RELATED PARTY FOR THE PRECEDING

TWELVE (12) MONTHS

Save for the following, there is no transaction entered into by NICORP and DSSH and/or

DRCBS for the past twelve (12) months:

(i) announcement in respect of proposed acquisition of Lagenda, which was eventually

aborted on 9 December 2014; and

(ii) the Proposed Award.

12. PERCENTAGE RATIO

The highest percentage ratio applicable to the Proposed Award pursuant to Paragraph 10.02(g)

of Chapter 10 of the Listing Requirements is 24.64%, computed based on the value of the LOA

of 4% of RM450.0 million as compared to the consolidated audited NA of NICORP as at 31

December 2013.

13. DIRECTORS’ STATEMENT

Save for DSSH, the Board, having considered all aspects of the Proposals including the rationale

and effects, is of the opinion that the Proposals are in the best interest of NICORP. However, in

view that all Directors of NICORP are interested in the Proposed SIS, they have abstained from

expressing an opinion in respect of their respective participation in the proposed allocation of

the SIS Options.

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14. AUDIT COMMITTEE’S STATEMENT

The Audit Committee of NICORP, after having considered the rationale and all other relevant

aspects of the Proposed Award and the preliminary opinion of the Independent Adviser, the

Audit Committee members are of the opinion that the Proposed Award is in the best interest of

the Company and is fair, reasonable and on normal commercial terms and is not detrimental to the

interest of the non-interested shareholders of NICORP.

15. PRINCIPAL ADVISER

TA Securities has been appointed to act as the Adviser for NICORP the Proposals.

16. INDEPENDENT ADVISER

In view of the interest of the Interested Directors as set out in Section 10 of this announcement,

the Proposed Award is deemed a related party transaction pursuant to Paragraph 10.08 of the

Listing Requirements. In this respect, FHMH Corporate Advisory Sdn Bhd has been appointed

to act as the Independent Adviser to advise the non-interested Directors and non-interested

shareholders of NICORP as to whether the Proposed Award is fair and reasonable as far as the

non-interested shareholders are concerned and whether the Proposed Award is to the detriment

of the non-interested shareholders of NICORP.

17. ESTIMATED TIMEFRAME FOR COMPLETION

Barring any unforeseen circumstances, the Proposals are expected to be completed by the end

of the first (1st) quarter of 2015.

18. APPLICATIONS TO THE RELEVANT AUTHORITIES

The applications to the relevant authorities in relation to the Proposed SIS are expected to be

submitted within two (2) months from the date of this announcement.

19. DOCUMENT FOR INSPECTION

The LOA is available for inspection during the normal office hours (except public holidays) at

the registered office of NICORP at Level 18, The Gardens North Tower, Mid Valley City,

Lingkaran Syed Putra, 59200 Kuala Lumpur for a period of three (3) months from the date of

this announcement.

This announcement is dated 11 February 2015.