Company No.: 1245-M

Company No.: 1245-M 4. ... on a pro-rata basis calculated based on the quantum of the Excess ... Company No.: 1245-~ 4. DETAILS OF OUR IPO...

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Company No.: 1245-M

4.

DETAILS OF OUR IPO

4.1

OPENING AND CLOSING OF APPLICATION

Application for the IPO Shares under the Retail Offering will open at 10:00 a.m. on [e] and will remain open until 5:00 p.m. on [e] or such other date or dates as our Directors, [the Managing Underwriter and the Joint Underwriters] may decide in their absolute discretion.

4.2

INDICATIVE TIMETABLE

The following events are intended to take place on the following indicative dates: Time andlor date

Event

5:00 p.m., 30 December 2013

BREIT Entitlement Date Opening of the Institutional Offering"

10:00 a.m., [e]

BHB Entitlement Date Issuance of Prospectus/Opening of the Retail Offering Closing of acceptance, application and payment for the Restricted Offering

10:00 a.m., [e]

5:00 p.m., [e]

Excess application and payment for the Restricted Offering Closing of the Retail Offering

5:00 p.m., [el

Closing of the Institutional Offering Price Determination Date Balloting of applications for the IPO Shares under the Retail Offering AliotmentlTransfer of the IPO Shares to successful applicants Listing Note:

[Other than the Institutional Offering to the Cornerstone Investors. The master cornerstone placing agreement for the acquisition of the IPO Shares by the Cornerstone Investors was entered into on

[ell The Institutional Offering will close on the date stated above or such other date or dates as our Directors, the Selling Shareholder and the Sole Bookrunner may decide in their absolute discretion. The applications for the IPO Shares under the Retail Offering will close at the time and on the date stated above or such other date or dates as our Directors, [the Managing Underwriter and the Joint Underwriters] may decide in their absolute discretion. In the event that the closing date and/or time of either the Institutional Offering or the Retail Offering is extended, the Price Determination Date and dates for the balloting of applications for the IPO Shares under the Retail Offering, allotment/transfer of the IPO Shares to successful applicants and our Listing may be extended accordingly. Any extension will be announced in a widely circulated Bahasa Malaysia and English daily newspaper within Malaysia. 17

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd)

4.3

PARTICULARS OF OUR IPO Our IPO of up to 656,000,000 IPO Shares, representing up to 41.00% of the enlarged issued and paid-up share capital of our Company, comprises the following: (i)

an Offer for Sale by the Selling Shareholder of up to 76,000,000 Offer Shares, representing 4.75% of the enlarged issued and paid-up share capital of our Company; and

(ii)

a Public Issue of 580,000,000 Issue Shares, representing 36.25% of the enlarged issued and paid-up share capital of our Company,

subject to the Over-allotment Option as set out in Section 4.3.4 of this Prospectus. The IPO Shares are offered under the Institutional Offering and the Retail Offering in the manner set out below. 4.3.1

Institutional Offering The Institutional Offering involves the offering of up to 163,570,500 IPO Shares (comprising up to 29,000,000 Offer Shares and up to 134,570,500 Issue Shares) at the Institutional Price, representing up to approximately 10.22% of the enlarged issued and paid-up share capital of our Company in the following manner: (i)

[125, 196,500llssue Shares to Bumiputera investors approved by the MITI; and

(ii)

[9,374,000] Issue Shares and up to 29,000,000 Offer Shares to the Malaysian institutional and selected investors (other than Bumiputera investors approved by the MITI).

[On tel, our Company together with the Selling Shareholder and [el entered into a master cornerstone placing agreement with the Cornerstone Investors, whereby the Cornerstone Investors have agreed to acquire from our Company and the Selling Shareholder, subject to the terms and of the individual cornerstone placing agreements, in aggregate [eliPO Shares, representing approximately [el of the enlarged issued and paid-up share capital of our Company at the price per Share of RM[e) or the Institutional Price, whichever is lower. None of the Cornerstone Investors will individually acquire more than [e)% of the enlarged issued and paid-up share capital of our Company under the cornerstone placing agreements. The cornerstone placing agreements also contain terms of lock-up arrangements of which the salient terms are disclosed in Section 4.10.3 of this Prospectus. The cornerstone placing agreements are conditional upon, inter alia, the Retail Underwriting Agreement and the Placement Agreement being entered into and not having been terminated pursuant to their respective terms.) 4.3.2

Retail Offering The Retail Offering involves the offering of up to 492,429,500 IPO Shares (comprising up to 47,000,000 Offer Shares and 445,429,500 Issue Shares) at the Retail Price, representing approximately 30,78% of the enlarged issued and paid-up share capital of our Company in the following manner: (i)

Allocation to the Entitled Unitholders of BREIT 174,594,000 Issue Shares under the Restricted BREIT Offering are reserved for applications by the Entitled Unitholders of BREIT, on the basis of 3 Issue Shares for every 5 Units held as at the BREIT Entitlement Date, at the Retail Price,

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Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd) The Restricted BREIT Offering is non-renounceable and non-tradable. Fractional entitlements arising from the Restricted BREIT Offering will be disregarded and the aggregate of such fractions will be dealt with in such manner or on such terms as our Board may deem fit and expedient in the best interest of our Company. The Restricted BREIT Offering does not preclude the Entitled Unitholders of BREIT who are also the Entitled Shareholders of BHB from applying their respective entitlements to the Issue Shares under the Restricted BHB Offering, if any. The Entitled Unitholders of BREIT are also eligible to apply for the IPO Shares under Section 4.3.1 or the Issue Shares under Section 4.3.20i) below or the Issue Shares under Section 4.3.2(iv) below even if they decide to accept the offer of Issue Shares made to them under this item (i). Each Entitled Unitholder of BREIT is eligible to apply for the Excess Issue Shares, subject to the clawback and reallocation provisions set out in Section 4.3.3 below. Our Board reserves the right to allot the Excess Issue Shares applied by the Entitled Unitholders of BREIT, in a fair and equitable basis and in such manner as it deems fit and expedient in the best interest of our Company. As such, it is the intention of our Board to allot the Excess Issue Shares, if any, in the following priority: (a)

firstly, to minimise the incidence of odd lots;

(b)

secondly, on a pro-rata basis calculated based on their unitholdings of the Entitled Unitholders of BREIT as at the BREIT Entitlement Date; and

(c)

lastly, on a pro-rata basis calculated based on the quantum of Excess Issue Shares applied for.

Nevertheless, our Board reserves the right to allot any Excess Issue Shares applied for in such manner as it deems fit and expedient in the best interest of our Company subject always to such allocation being made on a fair and equitable basis, and that the intention of our Board is achieved. Our Board also reserves the right to accept any application for the Excess Issue Shares, in full or in part, without assigning any reason. [We have received undertakings from [el and [e] to subscribe for [e] Shares and [e] Shares, respectively, vide the undertaking letters dated [e] and [el, respectively, to subscribe for their entitlements of the Issue Shares under the Restricted BREIT Offering.} (ii)

Allocation to the Entitled Shareholders of BHB 206,835,500 Issue Shares under the Restricted BHB Offering are reserved for applications by the Entitled Shareholders of BH B, on the basis of 1 Issue Share for every 5 BHB Shares held as at the BHB Entitlement Date, at the Retail Price. The Restricted BHB Offering is non-renounceable and non-tradable. Fractional entitlements arising from the Restricted BHB Offering to the Entitled Shareholders of BHB will be disregarded and the aggregate of such fractions will be dealt with in such manner or on such terms as our Board and the board of directors of BHB may deem fit and expedient in the best interest of our Company. The Restricted BHB Offering does not preclude the Entitled Shareholders of BHB who are also Entitled Unitholders of BREIT from applying their respective entitlements to the Issue Shares under the Restricted BREIT Offering, if any.

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Company No.: 1245-M 4.

DETAILS OF OUR IPO (Cont'd) The Entitled Shareholders of BHB are also eligible to apply for the IPO Shares under Section 4.3.1 or the Issue Shares under Section 4.3.2(i) above or the Issue Shares under Section 4.3.2(iv) below even if they decide to accept the offer of Issue Shares made to them under this item (ii). Each Entitled Shareholder of BHB is eligible to apply for the Excess Issue Shares subject to the clawback and reallocation provisions set out in Section 4.3.3 below. Our Board and the board of directors of BHB reserve the right to allot the Excess Issue Shares applied by the Entitled Shareholders of BHB, in a fair and equitable basis and in such manner as they deem fit and expedient in the best interest of our Company. As such, it is the intention of our Board and the board of directors of BHB to allot the Excess Issue Shares, if any, in the following priority: (a)

firstly, to minimise the incidence of odd lots;

(b)

secondly, on a pro-rata basis calculated based on the shareholding of the Entitled Shareholders of BHB as at the BHB Entitlement Date; and

(c)

lastly, on a pro-rata basis calculated based on the quantum of the Excess Issue Shares applied for.

Nevertheless, our Board and the board of directors of BHB reserve the right to allot any Excess Issue Shares applied for in such manner as they deem fit and expedient in the best interest of our Company subject always to such allocation being made on a fair and equitable basis, and that the intention of our Board and the board of directors of BHB are achieved. Our Board and the board of directors of BHB also reserve the right to accept any application for Excess Issue Shares, in full or in part, without assigning any reason. [We have received undertakings from [e) and [e] to subscribe for [e] Shares and [e] Shares, respectively, vide the undertaking letters dated [eJ and [e], respectively, to subscribe for their entitlements of the Issue Shares under the Restricted BHB Offering.] (iii)

Allocation to the eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries Up to 47,000,000 Offer Shares representing approximately 2.94% of the enlarged issued and paid-up share capital of our Company, have been reserved for the eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries, to be allocated as follows: (a)

[e] Offer Shares reserved for applications by the eligible directors of our Group as at a date to be determined;

(b)

[e] Offer Shares reserved for applications by the eligible employees of our Group as at a date to be determined;

(c)

[e] Offer Shares reserved for application by the eligible directors of BHB (excluding the eligible directors of BHB who are on our Board) as at a date to be determined;

(d)

[e] Offer Shares reserved for application by the eligible employees of BHB and its selected subsidiaries as at a date to be determined; and

(e)

[e] Offer Shares reserved for application by persons who have contributed to the success of our Group. 20

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd)

A summary of the allocation of the 47,000,000 Offer Shares as described above is set out below: No. of eligible persons

Eligible persons

Aggregate no. of Offer Shares allocated

Eligible directors of our Group(1) Eligible employees of our Group(2) Eligible directors of BHB (excluding the eligible directors of BHB who are on our Board)(3) Eligible employees of BHB and its selected subsidiaries(4) Persons who have contributed success of our Group(5l

to

the

Total

47,000,000

Notes:

(iv)

(1)

Includes, inter alia, aI/ eligible directors of our Group who have been al/ocated between [.] and [.J Offer Shares each. For details on the allocation to the eligible directors of our Group, see Section 9.1.2 of this Prospectus

(2)

Includes, inter alia, all eligible employees of our Group who have been allocated between [.] and [.J Offer Shares each. The criteria for allocation to the eligible employees of our Group are based on their position and job grade as at [.J.

(3)

Includes, inter alia, all eligible directors of the BHB (excluding the eligible directors of our Group) who have been allocated between [.] and [.] Offer Shares each.

(4)

Includes, inter alia, 131/ eligible employees of BHB and its selected subsidiaries who have been allocated [.J Offer Shares each. The criteria for allocation to the eligible employees of BHB and its selected subsidiaries are based on their position and job grade as at [.J.

(5)

The cnleria for allocation to the persons who have contributed to the success of our Group are based on, inter alia, [their current and past contributions to our Group and duration of their respective relationship with our Group.]

Allocation via balloting to the Malaysian Public

64,000,000 Issue Shares for application by the Malaysian Public, of which 32,000,000 Issue Shares have been set aside for application by Bumiputera individuals, companies, co-operatives, societies and institutions.

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-.-~

Company No.: 1245-~

4.

I

DETAILS OF OUR IPO

In summary, the IPO Shares will be allocated subject to the clawback and reallocation provisions and the Over-allotment Option as set out in Section 4.3.3 and Section 4.3.4 of this Prospectus, respectively, in the following manner: Offer for Sale

Public Issue

Total

No. of Issue Shares

% of our enlarged share capital

No. of IPO Shares

% of our enlarged share capital

Entitled Unitholders of BREIT

174,594,000

10.91

174,594,000

10.91

Entitled Shareholders of BHB

206,835,500

12.93

206,835,500

12.93

47,000,000

2.94

4.00

Categories

No. of Offer Shares

% of our enlarged share capital

Retail Offering:

Eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries

47,000,000

2.94

Malaysian Public (via balloting)

64,000,000

4.00

64,000,000

- Bumiputera

32,000,000

2.00

32,000,000

- Non-Bumiputera

32,000,000

2.00

32,000,000

2.00

445,429,500

27.84

492,429,500

30.78

[125,196,500]

[7.82]

[125,196,500]

[7.82]

Sub-total

47,000,000

2.94

Institutional Offering: Bumiputera investors approved by the MITI Other Malaysian institutions and selected investors

29,000,000

1.81

[9,374,000)

[0.591

[38,374,0001

[2.401

Sub┬Ětotal

29,000,000

1.81

134,570,500

8.41

163,570,500

10.22

Total

76,000,000

4.75

580,000,000

36.25

656,000,000

41.00

The completion of the Institutional Offering and the Retail Offering are inter-conditional. Our IPO is also subject to the public shareholding spread requirement under the Bursa Securities LR as set out in Section 2 of this Prospectus.

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Company No.: 1245-M 4.

DETAILS OF OUR (PO (Cont'd)

4.3.3

Clawback and reallocation The Institutional Offering and the Retail Offering shall be subject to the following clawback and reallocation provisions: (i)

subject to Excess Application by the other Entitled Unitholders of BREIT under Section 4.3.2(i) above, if the Issue Shares made available to Entitled Unitholders of BREIT pursuant to the Restricted BREIT Offering are not fully applied for, the Excess Issue Shares will be made available for Excess Application by the other Entitled Shareholders of BHB. Our Board and the board of directors of BHB shall allocate the Excess Issue Shares on a fair and equitable basis and in such manner as described in Section 4.3.2(ii) of this Prospectus;

(ii)

subject to Excess Application by the other Entitled Shareholders of BHB under Section 4.3.2(ii) above, if the Issue Shares made available to the Entitled Shareholders of BHB pursuant to the Restricted BHB Offering are not fully applied for, the Excess Issue Shares will be made available for Excess Application by the other Entitled Unitholders of BREIT. Our Board shall allocate the Excess Issue Shares on a fair and equitable basis and in such manner as described in Section 4.3.2(i) of this Prospectus;

(iii)

if there remains any Excess Issue Shares not fully subscribed for after Section 4.3.3(i) and Section 4.3.3(ii) above, and there is a corresponding over-application by the Malaysian Public, such Excess Issue Shares which are not taken up will be allocated to the Malaysian Public;

(iv)

any Offer Shares not taken up by the eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries shall be allocated to the other eligible directors and employees of our Group and persons who have contributed to the success of our Group and the other eligible directors and employees of the BHB Group. Thereafter, any reallocated Offer Shares which are not taken up will be retained by the Selling Shareholder;

(v)

if there is an under-subscription in the Retail Offering and an oversubscription in the Institutional Offering, the IPO Shares may be clawed back from the Retail Offering and allocated to the Institutional Offering;

(vi)

if the IPO Shares allocated to Bumiputera investors approved by the MITI are not fully taken up, the IPO Shares which are not taken up may be allocated to other Malaysian institutional and selected investors under the Institutional Offering; and

(vii)

subject to Section 4.3.3(iii) above, if there is an over-subscription in the Retail Offering and an under-subscription in the Institutional Offering, the IPO Shares may be clawed back from the Institutional Offering and allocated to the Retail Offering.

There will be no clawback and reallocation if there is an over-subscription in both the Institutional Offering and the Retail Offering. 4.3.4

Over-allotment Option The Selling Shareholder may grant an Over-allotment Option to the Stabilising Manager (on behalf of the Placement Manager) and may appoint the Stabilising Manager to undertake any price stabilisation actions. The Stabilising Manager (or persons acting on behalf of the Stabilising Manager) may at their absolute discretion, over-allot the Offer Shares (on behalf of the Placement Manager) and subsequent thereto, effect transactions which may stabilise or maintain the market price of our Shares at levels that might not otherwise prevail in the open market. Such transactions consist of bids or purchases to peg, fix or maintain the price of our Shares. 23

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd) If the Stabilising Manager creates a short position in our Shares in connection with the Institutional Offering, the Stabilising Manager may reduce that short position by purchasing our Shares in the open market. The Stabilising Manager may also elect to reduce any short positions by exercising all or part of the Over-allotment Option. If granted, the Over-allotment Option will be exercisable in whole or in part by the Stabilising Manager, on one or more occasions, by giving written notice to the Selling Shareholder at any time, within 30 days from the date of Listing to purchase from the Selling Shareholder up to an aggregate of 64,000,000 Shares at the Institutional Price for each Share, representing up to approximately 9.76% of the total number of IPO Shares offered, solely for the purpose of covering over-allotments of our Shares (if any).

4.3.5

Share capital Upon the completion of our IPO, our share capital would be as follows: No. of Shares

RM

[4,000,000,000]

[2,000,000,000]

1,020,000,000

510,000,000

To be issued and fully paid-up pursuant to the Public Issue

580,000,000

290,000,000

Enlarged issued and fully paid-up share capital upon Listing

1,600,000,000

800,000,000

Authorised [4,000,000,000] Shares Issued and fully paid-up as at the [LPO]

4.3.6

Classes of shares and rankings As at the LPD, we only have one class of shares, being ordinary shares of RMO.50 each. The Issue Shares will, upon allotment and issue, rank pari passu in all respects with our other existing issued and paid-up Shares, including voting rights, and will be entitled to all rights, dividends and distribution that may be declared subsequent to the date of allotment of the Issue Shares, subject to any applicable Rules of Bursa Depository. The Offer Shares rank equally in all respects with our other existing issued and paidup Shares including voting rights, and will be entitled to all rights, dividends and distribution that may be declared subsequent to the date of transfer of the Offer Shares, subject to any applicable Rules of Bursa Depository. Upon allotment and issue and subject to any special rights attaching to any Shares we may issue in the future, our shareholders shall, in proportion to the amount paidup on the Shares held by them, be entitled to share the profits paid out by us in the form of dividends and other distributions. Similarly, if our Company is liquidated, our shareholders shall be entitled to the surplus (if any), in accordance with our Articles after the satisfaction of any preferential payments in accordance with the Act and our liabilities. At every general meeting of our Company, each of our shareholders shall be entitled to vote in person, by proxy or by attorney or by other duly authorised representative. On a show of hands, every one of our shareholders present either in person, by proxy, by attorney or by other duly authorised representative shall have one vote. On a poll, each shareholder present either in person, by proxy, by attorney or by other duly authorised representative shall have one vote for each Share held or represented. A proxy may but need not be a member of our Company.

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Company No.: 1245-M

4.

DETAilS OF OUR IPO (Cont'd)

4.3.7

Minimum subscription level There is no minimum subscription level in terms of proceeds to be raised by our Company and the Selling Shareholder from the IPO. However, in order to comply with the public shareholding spread requirement under the Bursa Securities LR. the minimum subscription level in terms of the number of Shares will be the number of Shares required to be held by the public shareholders of our Company to comply with the minimum public shareholding spread requirement under the Bursa Securities LR or as approved by Bursa Securities. In the event that the public shareholding spread requirement is not met pursuant to the IPO and/or if we and the Selling Shareholder decide in our absolute discretion not to proceed with the Listing. monies paid in respect of any application for the IPO Shares will be returned in full without interest and if such monies are not returned in full within 14 days after our Company and the Selling Shareholder become liable to do so, then our Company and the Selling Shareholder and the officers of our Company and the Selling Shareholder shall be jointly and severally liable to return such monies with interest at the rate of 10% per annum or at such other rate as may be prescribed by the SC from the expiration of that period until the full refund is made. There can be no assurance that the IPO Shares will be fully subscribed. The total subscription received for the IPO may be less than the number of IPO Shares under the Offer for Sale and the Public Issue. In the event there are unsubscribed IPO Shares which are not underwritten under the Institutional Offering but the overall subscription level of IPO Shares is enough to meet the public shareholding spread prescribed under Bursa Securities LR, we will proceed with the completion of the IPO and the Listing. We, together with the Selling Shareholder, will then meet the demand for the IPO Shares for each of the Retail Offering and the Institutional Offering through the issuance of Issue Shares (save for the allotment to eligible directors and employees of our Group, persons who have contributed to the success of the our Group and the eligible directors and employees of BHB and its selected subsidiaries under the Retail Offering), and when such available Issue Shares are fully subscribed, through the Offer Shares.

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Company No.: 1245-M 4.

DETAILS OF OUR IPO (Cont'd)

4.4

SELLING SHAREHOLDER The Selling Shareholder is our holding company, BHB, which presently holds 100% equity interest in our Company. Following the IPO and assuming the exercise of the Over-allotment Option set out in Section 4.3.4 of this Prospectus, the Selling Shareholder's shareholding in our Company will reduce to 880,000,000 Shares, representing 55% of our enlarged issued and paid-up share capital. Save for the interest in our Shares and as disclosed below, there is no other material relationship that the Selling Shareholder has had within the past three years with our Company or our predecessors or our Group: (i)

In the event the Over-allotment Option is not exercised: Shares held after the Bonus Issue and the Share Split

Selling shareholder

Registered address

BHB

28 Floor, Menara. Boustead NO.69 Jalan Raja Chulan 50200 Kuala Lumpur

th

(ii)

Shares upon Listing

No. of BPB Shares

%

No. of BPB Shares

%

No. of BPB Shares

%

1,020,000,000

100.00(1)

76,000,000(2)

4.75(2)

944,000,000

59.00(3)

Nature of interest

Promoter and holding company

Shares to be offered pursuant to the Offer for Sale

In the event the Over-allotment Option is fully exercised: Shares held after the Bonus Issue and the Share Split Selling shareholder BHB

Shares to be offered pursuant to the Offer for Sale

Shares upon Listing

No. of BPBShares

%

No. of BPB Shares

%

No. of BPB Shares

%

1,020,000,000

100.00(1)

140,000,000(2), (4)

8.75(2), (4)

880,000,000

55.00(3)

Notes: (1)

Based on our issued and paid-up share capital as at [., of 1,020,000,000 Shares, after the Bonus Issue and the Share Split.

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r- Company No.: 1245-M 4.

DETAILS OF OUR IPO (Cant'd) (2)

Based on the assumption that the Offer for Sale will be: (i)

fully applied for by all eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries; and fully subscribed by institutional investors pursuant to the Institutional Offering.

However, the Offer Shares allocated to the eligible directors and employees of our Group, persons who have contributed to the success of our Group and the eligible directors and employees of BHB and its selected subsidiaries will be retained by BHB to the extent of such Offer Shares which are not taken up. (3)

Based on our enlarged issued and paid-up share capital of 1,600,000,000 Shares, upon Usting

(4)

Incorporating the over-allotment of an additional 64,000,000 Shares by BHB pursuant to the Over-allotment Option

(The rest of this page has been intentionally left blank)

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Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd)

4.5

BASIS OF ARRIVING AT THE PRICE OF THE IPO SHARES AND REFUND MECHANISM 4.5.1

Retail Price The Retail Price of RM[e] per IPO Share was determined and agreed upon between our Directors, the Selling Shareholder, the Principal Adviser, the Sole Bookrunner and the Managing Underwriter, after taking into consideration the following factors: (i)

our NA as at [31 July 2013] of approximately RM[1,510.3] million and the pro forma NA attributable to equity holders of our Company as at 31 July 2013 after giving effect to our IPO of approximately RM[e] million;

(ii)

our NA per Share as at [31 July 2013] of approximately [RM12.13J and the pro forma NA per Share attributable to equity holders of our Company as at 31 July 2013 after giving effect to our IPO of approximately RM[e];

(iii)

our operating history, financial performance and financial position as described in Section 7 and Section 12 of this Prospectus, respectively; and

(iv)

our competitive strengths and advantages and future plans and strategies as outlined in Section 7.4 and Section 7.5 of this Prospectus, respectively.

The Final Retail Price will be determined after the Institutional Price is determined on the Price Determination Date and will be the lower of: (i)

the Retail Price of RM[e] per IPO Share; or

Oi)

the Institutional Price,

subject to rounding to the nearest sen. In the event that the Final Retail Price is lower than the Retail Price, the difference between the Retail Price and the Final Retail Price will be refunded to the successful applicants, without any interest thereon. Further details on the refund mechanism are set out in Section 4.5.3 of this Prospectus. Prospective retail investors should be aware that the Final Retail Price will not, in any event, be higher than the Retail Price of RM[e] per IPO Share nor lower than the par value of our Shares. The Final Retail Price and the Institutional Price are expected to be announced within two Market Days from the Price Determination Date via Bursa Listing Information Network ("Bursa LINK"). In addition, all successful applicants will be given written notice of the Final Retail Price and the Institutional Price, together with the notices of allotment for the IPO Shares. Applicants should also note that the vagaries of market forces and other uncertainties may affect the market price of our Shares after the Listing.

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Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd) 4.5.2

Institutional Price The Institutional Price will be determined by a bookbuilding process wherein prospective institutional and selected investors will be invited to bid for portions of the Institutional Offering by specifying the number of IPO Shares they would be prepared to acquire and the price they would be prepared to pay for the IPO Shares in respect of the Institutional Offering. This bookbuilding process commenced on [e] and will end on [e], or such date or dates as our Directors, the Selling Shareholder and the Sole Bookrunner may decide in their absolute discretion. Upon the completion of the bookbuilding process, the Institutional Price will be fixed by our Directors and the Selling Shareholder in consultation with the Sole Bookrunner on the Price Determination Date.

4.5.3

Refund mechanism In the event that the Final Retail Price is lower than the Retail Price, the difference between the Retail Price and the Final Retail Price will be refunded to the successful applicants without any interest thereon. The refund in the form of cheques will be despatched by ordinary post to the address maintained with Bursa Depository for applications made via the Application Form or by crediting into the accounts of the successful applicants with the Participating Financial Institution for Electronic Share Applications or by crediting into the accounts of tlie successful applicants with the Internet Participating Financial Institution for Internet Share Applications, within ten Market Days from the date of final ballot of applications, at the successful applicants' own risk. For further details on the refund mechanism, see Sections 16.10 and 16.11 of this Prospectus, respectively.

4.5.4

Expected market capitalisation Based on the Retail Price of RM[e] per Share and our enlarged issued and paid-up share capital of 1,600,000,000 Shares, the total market capitalisation of our Company upon Listing shall be approximately RM[e].

Prior to the IPO, there has been no trading market for our Shares within or outside Malaysia. You should also note that the market price of our Shares upon the Listing is subject to the vagaries of market forces and other uncertainties. You are reminded to consider carefully the risk factors as set out in Section 5 of this Prospectus. 4.6

OBJECTIVES OF OUR IPO The objectives of our IPO are as follows: (i)

to unlock the value of the merged plantation assets and operations of our enlarged BPB Group through the listing of and quotation for our entire enlarged issued and paid-up capital on the Main Market of Bursa Securities;

(ii)

to enable our enlarged Group to access cost-effective funding from the equity capital market and to have greater financial flexibility and raise funds to pursue future expansion and growth opportunities;

(iii)

to enable the Entitled Unitholders of BREIT and the Entitled Shareholders of BHB to directly participate in the envisaged growth of our enlarged BPB Group, which represents the vehicle for the streamlining of BHB Group's plantation assets and operations; and

29

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd) (iv)

4.7

to provide opportunity for the eligible directors and employees of our Group, persons who have contributed to the success of our Group, eligible directors and employees of BHB and its selected subsidiaries and the Malaysian Public, to participate in our future performance.

DILUTION Dilution is the amount by which the price paid by the retail, institutional and the selected investors for our Shares exceeds our consolidated NA per Share after the IPO. Our pro forma consolidated NA per Share as at {31 July 2013] is RM[1.321, based on our issued and paid-up share capital of RM1,020,OOO,OOO Shares following the Share Split and the Bonus Issue. The pro forma consolidated NA per Share represents the equity attributable to the shareholders of our Company over the number of Shares outstanding immediately prior to the IPO. After giving effect to the issuance of 580,000,000 new Shares under the Public Issue, and after adjusting for the estimated fees and expenses for the IPO and the Listing, our pro forma consolidated NA per Share as at [31 July 2013] (based on our enlarged issued and paid-up share capital of 1,600,000,000 Shares) would be RM[.]. This represents an immediate increase in NA per Share of RM[.] to our existing shareholders and an immediate dilution in NA per Share of RM[.], representing [.]% of the Retail Price and the Institutional Price (assuming that the Institutional Price and the Final Retail Price will equal the Retail Price), to the retail/institutional and the selected investors. For details on our NA per Share attributable to the shareholders of our Company, see Section 12.4 of this Prospectus. The following table illustrates such dilution on a per Share basis assuming the Final Retail Price and the Institutional Price equal the Retail Price: RM Assumed Final Retail Price/Institutional Price

[.]

Pro forma consolidated NA per Share as at [31 July 2013], after adjusting for the Bonus Issue and the Share Split, but before adjusting for the IPO

[1.32]

Pro forma consolidated NA per Share as at [31 July 2013], after giving effect to the IPO

[.]

Increase in NA per Share

[.1

Dilution in pro forma consolidated NA per Share to retail/institutional and selected investors

[.]

Dilution in pro forma consolidated NA per Share to retail/institutional and selected investors as a percentage of the Retail Price/Institutional Price

[.]%

The dilution in pro forma consolidated NA per Share to the retail/institutional and the selected investors is illustrative in nature and is dependent upon the outcome of the Final Retail Price from our bookbuilding exercise pursuant to the Institutional Offering. Further, the abovementioned illustration does not take into consideration the potential increase in the NA of our Company arising from the revaluation of our plantation assets. Save as disclosed in Section 9.1.2 and Section 9.2.2 of this Prospectus, none of our substantial shareholders, our Directors, our key management or persons connected to them have acquired Shares in our Company in the past three years up to the LPD.

30

Company No.: 1245-M

4.

DETAilS OF OUR IPO (Cont'd)

4.8

UTILISATION OF PROCEEDS Our Company will not receive any proceeds from the Offer for Sale. The gross proceeds from the Offer for Sale of up to RM[.] million(1)will accrue entirely to the Selling Shareholder. We expect to use the total gross proceeds from the Public Issue of RM[.1(1) million in the following manner: Estimated timeframe for utilisation upon Listing

RM in million

%

Acquisitions of plantation lands(2)

Within [36] months

[e1

[e]

Replanting and capex

Details of utilisation of proceeds

Within [12] months

[e]

[e]

Repayment of amounts owing to BHB(3)

Within [6] months

[e]

[e]

Estimated fees and expenses for the IPO and the Listing(4)

Within [6] months

[e]

[e)

[e]

100.0

Total gross proceeds

Notes: (1)

We have assumed that the Institutional Price and the Final Retail Price will equal the Retail Price of RM[-J per Share inaniving at this figure.

(2)

For further details of our future plans and strategies in relation to acquisitions of plantation lands, see Section 7.5 of this Prospectus. In the event the actual proceeds required for the acquisitions of plantation lands is higher than budgeted, the deficit will be funded out of internally generated funds, working capital and/or extemal financing. Alternatively, if the actual proceeds required for the acquisitions of plantation lands are lower than budgeted, the excess will be utilised for working capital requirement for our Group. Any proceeds not utilised within a period of [36J months will be real/ocated for our working capital requirements.

(3)

As at 31 July 2013, BHB Group owed our Company approximately RM353.5 million. During the BREIT Privatisation, we received RM650 million from BHB for the repayment of the said amount due and advances of RM296.5 million for the BREIT Privatisation. After taking into account the net liabilities of RM665,OOO pursuant to the Disposal of Motor Vehicle Business and net of dividend of approximately RM90.0 million paid on [-J by our Company, as at the LPD, we owed BHB Group approximately RM[-J million. Upon the completion of the fPO, we intend to utilise approximately up to RM[-] million to repay the amount due to BHB Group of approximately RM[385.9] million and partial repayment of amount owing to related companies within the BHB Group of approximately RM[4.1] million.

(4)

The fees and expenses for the IPO and the Listing to be bome by us are estimated to be RM[-] million and are expected to comprise the fol/owing:

RM in million [Estimated professional fees] [Brokerage, underwriting, commission and placement fee] [Other fees and expenses such as printing, advertising, travel and roadshow expenses incurred in connection with the IPO] [Miscellaneous expenses and contingencies]

Total estimated listing expenses If the actual listing expenses are higher than budgeted, the deficit will be funded out of the proceeds allocated for replanting and capex.

31

1245-M 4.

DETAILS OF OUR IPO (Cont'd) Pending full utilisation of the gross proceeds received, we intend to place the proceeds raised from our IPO (including accrued interest, if any) or the balance thereof in interest-bearing deposit accounts with licensed financial institution(s) or in short-term money-market instruments. We also expect this to provide us with greater financial flexibility for us to fund our future expansion. The financial impact of the utilisation of proceeds from the Public Issue on our proforma consolidated statement of financial position as at 31 July 2013 is set out in Section 12.4 of this Prospectus.

4.9

BROKERAGE, UNDERWRITING COMMISSION AND PLACEMENT FEE 4.9.1

Brokerage We will pay brokerage in respect of the Issue Shares under the Retail Offering, at the rate of 1% of the Final Retail Price in respect of all successful applications which bear the stamp of either the participating organisations of Bursa Securities, members of the Association of Banks in Malaysia, members of the Malaysian Investment Banking Association and/or the Issuing House. The Sole Bookrunner is entitled to charge brokerage commission to successful applicants under the Institutional Offering. For the avoidance of doubt, such brokerage commission under the Institutional Offering will neither be payable by us nor the Selling Shareholder.

4.9.2

Underwriting commission As stipulated in the Retail Underwriting Agreement, [the Managing Underwriter and the Joint Underwriters] have agreed to underwrite the Issue Shares under the Retail Offering for [a total managing underwriting and] an underwriting commission calculated at the rate of [e]% of the Retail Price multiplied by the number of Issue Shares underwritten pursuant to the Retail Offering in accordance with the terms of the Retail Underwriting Agreement.

4.9.3

Placement fee We, in respect of the Issue Shares and the Selling Shareholder, in respect of the Offer Shares, will pay the Sale Bookrunner a placement fee of [e]% and a discretionary fee of up to [e]% of the Institutional Price multiplied by the number of IPO Shares sold to Malaysian institutional and selected investors (other than Bumiputera investors approved by the MITI) pursuant to the Institutional Offering in accordance with the terms of the Placement Agreement. The placement fee to be paid by the Selling Shareholder to the Sale Bookrunner will be funded using proceeds raised from the Offer for Sale.

32

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd)

4.10

DETAILS OF THE UNDERWRITING AND PLACEMENT 4.10.1 Underwriting We have entered into the Retail Underwriting Agreement with [the Managing Underwriter and the Joint Underwriters] to jOintly underwrite [270,469,500] Issue Shares under the Retail Offering, subject to the clawback and reallocation provisions as set out in Section 4.3.3 of this Prospectus and upon the terms and subject to the conditions of the Retail Underwriting Agreement. Details of the underwriting commission are set out in Section 4.9.2 of this Prospectus, whilst the salient terms of the Retail Underwriting Agreement are set out below: [The salient terms will be inserted upon the finalisation of the Retail Underwriting Agreement]

4.10.2 Placement We and the Selling Shareholder expect to enter into the Placement Agreement with the Sole Bookrunner in relation to the placement of 163,570,500 IPO Shares under the Institutional Offering, subject to the clawback and reallocation provisions and the Over-allotment Option as set out in Section 4.3.3 and Section 4.3.4 of this Prospectus, respectively. We and the Selling Shareholder will be requested, on several basis, to give various representations, warranties and undertakings, and to indemnify the Sole Bookrunner against certain liabilities in connection with the IPO.

4.10.3 Lock-up arrangements [The salient terms will be inserted upon the finalisation of the Lock-up Arrangement Agreement]

4.11

TRADING AND SETTLEMENT IN SECONDARY MARKET Upon our Listing, the IPO Shares will be traded through Bursa Securities and settled by bookentry settlement through the CDS, which is operated by Bursa Depository. This will be effected in accordance with the Rules of Bursa Depository and the provisions of the SICDA. Accordingly, we will not deliver share certificates to subscribers or purchasers of the IPO Shares. Beneficial owners of our Shares are required under the Rules of Bursa Depository to maintain the Shares in CDS accounts, either directly in their names or through authorised nominees. Persons whose names appear in the Record of Depositors maintained by Bursa Depository will be treated as our shareholders in respect of the number of Shares credited to their respective securities accounts. Transactions in our Shares under the book-entry settlement system will be reflected by the seller's CDS account being debited with the number of Shares sold and the buyer's CDS account being credited with the number of Shares acquired. No transfer stamp duty is currently payable for our Shares that are settled on a book-entry basis, although there is a nominal transfer fee of RM 10 payable for each transfer not transacted on the market. Shares held in CDS accounts may not be withdrawn from the CDS except in the following instances: (i)

to facilitate a share buy-back;

(ii)

to facilitate conversion of debt securities;

(iii)

to facilitate company restructuring process; 33

Company No.: 1245-M

4.

DETAILS OF OUR IPO (Cont'd) (iv)

where a body corporate is removed from the Official List of the Main Market of Bursa Securities;

(v)

to facilitate a rectification of any error; or

(vi)

in any other circumstances determined by Bursa Depository from time to time, after consultation with the SC.

Trading of shares of companies listed on Bursa Securities is normally done in "board lots" of 100 shares. Investors who desire to trade less than 100 shares are required to trade under the odd lot market. Settlement of trades done on a "ready" basis on Bursa Securities generally takes place on the third Market Day following the transaction date, and payment for the securities is generally settled on the third Market Day following the transaction date. It is expected that our Shares will commence trading on Bursa Securities approximately [12] Market Days after the close of the Institutional Offering. Subscribers of our Shares will not be able to sell or otherwise deal in the Shares (except by way of book-entry transfer to other CDS accounts in circumstances which do not involve a change in beneficial ownership) prior to the commencement of trading on Bursa Securities.

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