BURSA ANNOUNCEMENTS

1. Introduction 

The Board of Directors of TCB wishes to announce that it is carrying out a re-organisation in several stages (hereinafter referred to as “the Re-organisation”).

The Re-organisation encompassed the following:-

(i)                 TCB acquired 2 ordinary shares of RM1.00 each  and thereafter subscribed for 8,460 new ordinary shares of RM1.00 each, with the total number of shares acquired and subscribed representing 84.62% shareholding in Pinggiran Muhibbah Sdn. Bhd. (Company No. 103289-K) (“Pinggiran Muhibbah”) for a total consideration of RM8,462/-. Following the acquisition and subscription, Pinggiran Muhibbah became a subsidiary of TCB.

(ii)               TCB then acquired 2 ordinary shares of RM1.00 each, with the total number of shares acquired representing 100.00% shareholding in Jemari Infiniti Sdn. Bhd. (Company No. 1059384-T) (“Jemari Infiniti”) for a total consideration of RM2/-. Following the acquisition, Jemari Infiniti became a subsidiary of TCB.

(iii)    Cerah Sama Sdn. Bhd. (Company No. 315282-P) (“Cerah Sama”), a joint venture company, then disposed off 75 ordinary shares of RM1.00 each, representing 75% shareholding in Jejak Melewar Sdn. Bhd. (Company No. 1010950-W) (“Jejak Melewar”) to Jemari Infiniti for a total consideration of RM75/-. Following the disposal, Jejak Melewar ceased to be a subsidiary of Cerah Sama.

(iv)      Pinggiran Muhibbah then acquired 75 ordinary shares of RM1.00 each, representing 75% shareholding in Jejak Melewar from Jemari Infiniti for a total consideration of RM75/-. The shareholders of Jejak Melewar will execute a Shareholders’ Agreement whereby they contractually agree under the joint arrangement to jointly share control to direct the activities that will significantly affect the returns of Jejak Melewar. In accordance with the Malaysian Financial Reporting Standard 11 – Joint Arrangements, TCB has deemed Jejak Melewar to be a joint venture of Pinggiran Muhibbah.

 2. Rationale 

The above acquisition, subscription and disposal of shares are part of the Re-organisation to rationalise the group structure to enhance the group’s operational efficiency in undertaking any new project investment that may be identified by the Group.

3. Details of the companies

Jemari Infiniti was incorporated as a private company limited by shares on 23 August 2013. The authorised share capital of Jemari Infiniti is RM400,000/- comprising 400,000 ordinary shares of RM1.00 each of which the issued and paid-up share capital is RM2/-.

Pinggiran Muhibbah was incorporated as a private company limited by shares on 7 March 2013. The authorised share capital of Pinggiran Muhibbah is RM400,000/- comprising 400,000 ordinary shares of RM1.00 each of which the issued and paid-up share capital is RM10,000/-.

4. Financial Effects 

The Re-organisation is not expected to have any material effect on the earnings per share, gearing and net assets per share of TCB.

5. Directors' and Major Shareholders' Interest 

None of the directors and/or major shareholders of TCB and/or persons connected with them have any interest, direct or indirect, in the Re-organisation.

6. Statement by the Directors 

The Board of Directors of TCB, having considered all aspects of the Re-organisation, is of the opinion that it is in the best interest of TCB.

This announcement is dated 23^rd day of June 2014.