Reference is made to the Company's announcements dated 25 September 2025 and 21 August 2026 in relation to the Proposed Transaction ("Earlier Announcements") whereby F&NHB, Vacaron and FPH entered into the Heads of Agreement dated 25 September 2025 and the Sale and Purchase of Shares Agreement dated 21 August 2026 entered between F&NHB and TTDB ("SPA"), respectively. Unless otherwise defined, the terms used herein shall have the same meaning as those defined in the Earlier Announcements.
The Board of Directors of F&NHB wishes to announce that, following the receipt of Vacaron's Proforma Management Accounts by TTDB, the Interim Purchase Consideration has been determined at Ringgit Malaysia One Hundred and Eighty One Million Six Hundred and Ten Thousand and Three Hundred and Eighty Six only (RM181,610,386.00) ("Interim Purchase Consideration").
The full payment of the first tranche payment of the Interim Purchase Consideration, amounting to Ringgit Malaysia One Hundred and Thirty Six million Two Hundred and Seven Thousand Seven Hundred and Eighty Nine and Cents Fifty (RM136,207,789.50) only, representing 75% of the Interim Purchase Consideration ("First Tranche of the Interim Purchase Consideration"), was received on 3 September 2026.
On 4 September 2026, TTDB delivered to F&NHB an irrevocable bank guarantee issued in favour of F&NHB by a licensed bank under the Financial Services Act 2013 for an amount equivalent to 25% of the Interim Purchase Consideration ("Second Tranche of the Interim Purchase Consideration"). The bank guarantee secures TTDB's obligation to pay the Second Tranche of the Interim Purchase Consideration to F&NHB on 3 July 2027, being the Second Tranche Payment Date.
Accordingly, the Proposed Transaction was completed today pursuant to the SPA.
As disclosed in the announcement dated 25 September 2025, the highest percentage ratio applicable to the Proposed Transaction pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad was 5.04%, computed based on the Consideration divided by F&NHB's audited net assets ("NA") as at 30 September 2024.
The Board of Directors of F&NHB wishes to update that based on F&NHB's audited financial statements for the financial year ended 30 September 2025, the highest percentage ratio applicable to the Proposed Transaction, computed based on the Interim Purchase Consideration divided by the audited NA of F&NHB as at 30 September 2025, is 4.70%.
This announcement is dated 4 September 2026.