We refer to the announcements dated 4 December 2024, 23 January 2025, 14 March 2025, 4 April 2025, 7 April 2025, 23 April 2025, 25 April 2025, 9 May 2025, 15 May 2025, 4 June 2025, 7 July 2025, 15 August 2025, 18 August 2025, 27 August 2025, 28 August 2025, 10 September 2025, 11 September 2025, 25 September 2025, 22 October 2025, 14 November 2025, 19 January 2026, 16 March 2026, 18 March 2026, 15 May 2026 and 24 June 2026 in relation to the Proposals ("Announcements"). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.
INTRODUCTION
On behalf of the Board, TA Securities wishes to announce that BDSB and CASB had on 12 August 2026 entered into a mutual termination agreement ("MTA") to mutually terminate the Empire City SPA ("Mutual Termination").
Pursuant to the Mutual Termination, CASB shall refund to BDSB the total amount of RM32,186,774.95 ("Refund Sum"), comprising:
(i) RM29,186,774.95, being the aggregate consideration paid by the Group towards the Empire City Purchase Consideration to-date, including, among others, RM10,294,900.00 representing the value of the Consideration Shares issued to CASB; and
(ii) RM3,000,000.00, being the costs and expenses incurred by the Group in connection with the Acquisitions of Empire City Properties.
RATIONALE FOR THE MUTUAL TERMINATION
The Mutual Termination was arrived at after due consideration of, among others, the release of the Group from its obligation to pay the remaining balance of the Cash Payment and the recovery of the Refund Sum, thereby enabling the Group to reallocate the Refund Sum towards the New Businesses and/ or such other purposes as may be determined by the Company at a later date, which are expected to contribute positively to the Group's future earnings.
The Board, after having considered all aspects of the Mutual Termination, is of the opinion that the Mutual Termination is in the best interests of the Group.
SALIENT TERMS OF THE MTA
CASB shall pay BDSB the Refund Sum by way of 2 instalments in the manner set out below:
(i) RM20,000,000.00 on or before 31 October 2026; and
(ii) RM12,186,774.95 on or before 31 December 2026.
In the event that CASB fails to pay any instalment in full on its due date, BDSB shall grant CASB an automatic extension of 30 working days from the due date without interest ("Automatic Extension"). If any part of the relevant instalment remains unpaid upon the expiry of the Automatic Extension, CASB shall pay interest on the outstanding amount at the rate of 8% per annum, calculated on a daily basis, from the day immediately following the expiry of the Automatic Extension until the date of full and final payment. The Refund Sum constitute full and final settlement of all rights, obligations, claims and liabilities arising out of or in connection with the Empire City SPA and no party shall have any further claim against the other.
The Empire City SPA shall terminate with effect from 12 August 2026.
FINANCIAL IMPACT OF THE MUTUAL TERMINATION
Save for the financial effect arising from the reimbursement of RM3,000,000.00 (being the costs and expenses incurred by the Group in connection with the Acquisitions of Empire City Properties), the Mutual Termination is not expected to have any material impact on the Company's EPS and NA per Share.
INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS OF THE COMPANY AND/OR PERSONS CONNECTED WITH THEM
None of the Directors, major shareholders of the Company and/or persons connected with them have any interests, direct or indirect, in the Mutual Termination.
OTHER INFORMATION
Pursuant to the Mutual Termination, the Group will receive a refund of RM29,186,774.95 (being the aggregate consideration paid by the Group towards the Empire City Purchase Consideration to-date) from CASB, comprising:
(i) RM10,294,900.00, representing the value of the Consideration Shares issued to CASB;
(ii) RM11,538,374.95, being the amount funded via the proceeds raised from the issuance of Placement Shares; and
(iii) RM7,353,500.00, being the amount funded via the Group's internally generated funds.
As RM11,538,374.95 was raised from the issuance of the Placement Shares pursuant to the Private Placement, and the Consideration Shares were issued to CASB, both serving as partial settlement of the Empire City Purchase Consideration pursuant to the Acquisitions of Empire City Properties approved by the Company's shareholders, such proceeds receivable pursuant to the Mutual Termination, constitutes a material variation under Rule 8.24(1) of the Listing Requirements ("Proposed Material Variation"). Accordingly, the Company is required to make necessary announcements and seek the shareholders' approval for the Proposed Material Variation.
Barring any unforeseen circumstances, the Company expects to seek the shareholders' approval for the Proposed Material Variation by 1st quarter of 2027.
Pending the shareholders' approval for the Proposed Material Variation, BDSB shall cause the aggregate amount of RM21,833,274.95 to be held by its solicitors as stakeholder and deposited in an interest-bearing account.
This announcement is dated 12 August 2026.