Protasco Berhad (“Protasco”) wishes to announce that Protasco Development Sdn Bhd (“PDSB”), a wholly-owned subsidiary of Protasco, had on 28 May 2014 entered into a Memorandum of Understanding (“MOU”) with Nextnation Datacity Sdn Bhd (“NDSB”) for a proposed joint venture for mixed development of a piece of land in Cyberjaya, Selangor, Malaysia (“Proposed JV”).

Salient Features of the MOU

(i)       NDSB is the registered proprietor of a piece of land held under P58-H.S.(D)28897, PT No. 42830, Mukim Dengkil, Daerah Sepang, Negeri Selangor Darul Ehsan measuring approximately 5.906 acres (“Land”). The Land is currently charged to CIMB Bank Berhad (“CIMB”).

(ii)      NDSB has requested PDSB to jointly develop the Land into a mixed development project proposed to comprise residential (including SOHO), office, retail development and a  data centre (“Proposed Project”).

(iii)      The MOU will enable PDSB to conduct a feasibility study of the Land and the Proposed Project. NDSB shall also grant PDSB access to the Land and  shall obtain all information in respect of the charge from CIMB to enable PDSB to assess the viability of the Proposed Project.

(iv)      The MOU shall be valid and in full force until the occurrence of any of the following:

(a)           expiration of 6 months from the date of the MOU;

(b)           both NDSB and PDSB have decided not to pursue with the Proposed Project and agree to terminate the MOU; and

(c)           execution of a binding agreement.

Related Party Transaction

NDSB is a wholly-owned subsidiary of Nexgram Holdings Berhad (formerly known as Nextnation Communication Berhad) (“Nexgram”). Mr Tey Por Yee (“Mr Tey”) is a substantial shareholder as well as Chief Executive Officer and Managing Director of Nexgram. He is also a substantial shareholder and non-independent non-executive director of Protasco. Accordingly, Mr Tey is deemed interested in the Proposed JV.

Mr Ooi Kock Aun (“Mr Ooi”) is an independent non-executive director of Protasco and he is also a substantial shareholder of Nexgram. Accordingly, Mr Ooi is also deemed interested in the Proposed JV.

Both Mr Tey and Mr Ooi have abstained and will continue to abstain from all deliberations in the Board Meeting for the Proposed JV.

Save for the above, none of the other directors and/or substantial shareholders and/or persons connected to them have any interest, whether direct or indirect, in the Proposed JV.

This announcement is dated 28 May 2014.