the recipient acknowledges and agrees that all information contained herein is of confidential nature and is for limited circulation only. evaluation and proposal process by any party and to modify. the recipient will not reproduce this Memorandum.CONFIDENTIALITY STATEMENT This Confidential Information Memorandum (Memorandum) is prepared by Amasu (M) Sdn Bhd solely for information purposes to be reviewed by prospective investors. and will use this Memorandum solely for the purpose of evaluating the recipient’s interest in the venture. if the recipient does not wish to pursue this matter. By accepting this Memorandum. Amasu (M) Sdn Bhd reserves the right to terminate. and the recipient agrees not disclose it without the express written permission of Amasu (M) Sdn Bhd. appraisal and exercises of due diligence. Upon request. in whole or in part. at any time. which are inconsistent with the foregoing agreement will require the prior. any procedure relating to such process without disclosing any reason whatsoever. Without limiting the generality of the foregoing. Amasu (M) Sdn Bhd reserves the right to negotiate with one or more investors at any time and to enter into a definitive agreement with any party without prior notice to the recipient or other prospective investors. Amasu (M) Sdn Bhd undertakes to assist the recipient in the course of the recipient’s evaluation of the Business Plan. The information contained herein has been prepared to assist interested parties in making their own evaluation of the Business Plan and does not purport to be all-inclusive or to contain all of the information that a prospective investor may desire. we expressly disclaim any and all liability for any assumption which may or may not prove to be correct with regard to anticipated results. estimates and projections which reflects the anticipated future performance of the business. the further participation in the analysis. The recipient is encouraged to conduct his own investigation. Any proposed actions by the recipient. and. While Amasu (M) Sdn Bhd has endeavored to provide absolute accuracy and completeness of the information contained herein as a result of our prudence in-depth analysis. this Memorandum shall be returned to: Amasu (M) Sdn Bhd Amasu Enclave Division E-mail at any .com amasu@tm. this Memorandum will be returned to Amasu (M) Sdn Bhd. written consent of Amasu (M) Sdn Bhd. This Memorandum includes statements.

analyses the status and viability of developing and constructing such foreign workers’ enclaves and finally. • • THE PROPOSAL Amasu Enclaves Sdn Bhd (“Amasu”) has been appointed by Permodalan RISDA Berhad (PRB) as the project manager/operator for the development. This proposal outlines a brief description and background of the project.000 workers. Currently. This is also part of IRDA long term effort to position IM as the preferred place to work. Amasu. puts forward the Build-Operate-Transfer . operations and management of proposed foreign workers enclaves to serve the Iskandar Malaysia Region. construction. with the consent of PRB and the Iskandar Regional Development Authority (IRDA) intends to construct workers enclaves within Iskandar Malaysia. no similar enclave that meets the desired specification or standard available in Iskandar Malaysia. live and play in line with its aspiration. Each enclave shall consist of five blocks of five-storey 420 units of walk-up apartments capable of housing a maximum of 5. The construction of these enclaves will spearhead as well as provide the benchmark for the construction of more foreign workers enclaves to house the increasing demand of foreign workers for the workforce requirement in the manufacturing.PREAMBLE • Iskandar Regional Development Authority (IRDA) has tabled the Iskandar Malaysia (IM) Security Blueprint which recommended 46 initiatives including Foreign Workers Enclave as interventions to mitigate the security risks in Iskandar Malaysia. plantation and service sectors in Iskandar Malaysia and Johor as a whole and in future in the development corridors of other states. IRDA and Johor State Government at the same time would like to institutionalize the Foreign Workers Settlement Guideline in it’s effort to better manage the housing of workers in IM especially foreigners.

the demand ceases markedly or the enclaves ceased operations after say 15 to 20 years or in the event accommodation for foreign workers are not required anymore and there are no more takers for the workers enclave. PROJECT BRIEF The project is a Workers Enclave (“the Project”) comprising five (5) blocks of 5-storey walk-up apartment i. two baths and two toilets with nett floor area of 820 square feet each. In the event. The apartment concept also enable further compartmentalization/ segregation to enable sections of the apartments to be leased to local workers. a total of 420 units.arrangement whereby PRB shall provide the land for construction of the proposed workers enclave.e. with the Investor providing the financing required for the construction and operations of the enclaves. The units have three bedrooms. bulk-lease or such other arrangements. CORPORATE ARRANGEMENT . whilst Amasu provides project management consultancy of the enclave. The Project is based on an apartment concept and not on a dormitory or hostel concept to enhance the flexibility of usage and to create a more conducive living environment for the foreign workers by reducing the psychological impact of being away from home. Block A to E. the apartment units can be sold to the public as low-medium cost or medium cost units depending on the prevailing market situation then and the shops can be converted to include launderette. kindergarten and multipurpose hall and the wide open spaces between the blocks can be converted to car-parking bays. thereby improving their working attitude and commitment.

PRB will then lease the land for 30 years to the Investor. PRB has appointed AMASU as the project management consultant to coordinate the development of workers’ enclaves in Iskandar Malaysia and liaise accordingly with IRDA and the investors. Investor will construct the enclave (or appoints Amasu to construct) and appoints AMASU as the property management consultant to manage the completed enclave . Investors are allowed to charge the land with PRB’s consent. 3. 4. The lease amount of 30 years shall be paid to PRB within 6 months.1. PRB purchases the land (either fully in cash or part-financed). 2.

Investor would have invested a maximum of RM35 mil in the gross development cost of the enclave and RM7 mil for the land (including interest incurred during the 2 years’ construction period). BUILD-OPERATE-TRANSFER ARRANGEMENT PROPOSAL (IF FINANCING IS REQUIRED) 1. giving a total worth of RM42 million for the property. A concession agreement based on the concept of Build-OperateTransfer (“BOT”) to be signed by PRB and Investor will be drafted to identify the roles of each party and the corporate and financial arrangement between the parties in the development & completion. Investor can procure a term loan (end-financing loan) based on leasing agreement with PRB (should it be required by the investor) 2. Investor will own and operate the enclave for 30 years and appoint AMASU as the PMC to manage the enclave. Should the investor requires financing from any bank. operation & management as well as the transfer of the property to PRB at the end of the 30. PRB will allow the land to be charged. Upon completion of the enclave in 2 years’ time.5. Within 6 months of the purchase of the land by PRB.year tenure or concession. 7. 6. .

MoU/ tenancy agreement will be signed between Factory Company(s) and Investor as owner and Landlord progressively in preparation for the commencement of enclave operations. 5. During the concession of 30 years.000 workers in the enclave i. For the full 30 years. Construction period will be 2 years upon authorities’ approval. 7. Survey of workers will be done by AMASU.3million. plans will be submitted and land matters will be attended to by AMASU.00 per month for a population of 5. PRB will be paid a commitment fee of RM7.e. 8.3.00 per year. Authorities’ submissions and approvals are expected to take up 4 to 6 months. Upon completion of signing a tripartite agreement. . Since the rental will be increased by 20% every ten years.000. during which no payment is made to PRB. the payment to PRB will similarly be increased.0 per worker per month which adds up to RM35. Alternatively a rental agreement can be signed with terms of maximum 3 years each adding up to the total number of years of tenancy for each Factory Company. RM420. 4.000. 6. PRB would have received RM15.

At 100% occupancy throughout the 30-year concession.Excluding the payment of loan interest. 14. it is only fair and justifiable for Investor to be given some form of rental guarantee. it is estimated that at 60% occupancy rate. 12.In the event that before the expiry of 30 years of the concession. both the loans will be fully repaid by the sixth year of operations of the enclave. Investor will make a margin of RM168 million. the rental collections will be defrayed to pay the loan interest and for the repayment of both the loans. the rental collections will be paid to Investor as the concessionaire and assignment of rental collections to the bank will form one of the securities for the bank loans. 11. 15. .The success of this concession depends very much on the continuous and full occupancy of the enclave over the 30-year period. all other parties will also suffer. 10. During the 30-year concession. the operating income is insufficient to cover the operating cost of the enclave. 13.9. Investor were to face a loss in rental collections due to low or non-occupancy as a result of weakening market forces or changes in government policies affecting the factories and foreign workers intake.Therefore. To be realistic the occupancy will be tagged at 95% to allow for workers turnover at 5% per year.From the cashflow calculations.Therefore.

up to the 14 th year. i. the total sales value of the 420 units will be RM63 million. in the event the occupancy rate falls to 60% anytime after the 14th year. at an original worth of RM42 million.16.In order to maintain a win-win situation for all parties. Investor will transfer the whole property enclave (including the land title) back to PRB at no cost. effectively.Investor will in turn give a commitment to pay PRB the fee based on 100% occupancy for the same duration as that of the rental guarantee given by PRB (back-to-back to that given by IRDA) i. 3. 17. Investor should be given the right to convert the enclave to apartment units and sell them to the public to at least prevent or cut losses. PRB will stand to gain a total of RM78.00 per unit.3 million. After the 30 years’ concession period. Assuming the prevailing market price of the refurbished apartment units is conservatively RM150.3 million as against that of Investor of RM168 million which gives an approximate ratio of 32:68 .000. 4. ARRANGEMENT UPON EXPIRY OF CONCESSION 1.e. Investor would have collected RM168 million 2. Including the commitment fee collected over the concession period of RM15.e.

IRDA as well as the Johor State government.CONCLUSION Based on the above write-up as well as the development and operational feasibility studies and cashflow. provision of workers enclaves is a way to contribute towards the betterment of the society at large as elaborated above and RISDA can play its part by providing the land bank required to facilitate the implementation and completion of the project and ensure enforcement bylaws pertaining to foreign workers accommodation in Iskandar Malaysia. the Project is a viable venture and therefore repayment of the bridging loan is highly assured. Moreover this Project is fully supported by the Government agencies and authorities viz. In addition. .

To maintain harmonious living conditions in all enclave. AMASU is forming The AMASU TEAM whose function is to undertake all development phases. i. Introducing investors to RISDA d. Having shares (given) in any SPV set up for the management of any enclave. Legal Advisor e. safety and cleanliness in all enclaves. h. The AMASU TEAM consists of: a. Setting up marketing team to ensure maximum occupancy in enclave g. Development Manager-1 f. Searching for investors b. CFO-1 d. Witnessed the appointment of investors by RISDA e. CEO –1 b. construction and subsequently the day to day operation and management of the workers in the enclave. MKN. j. Liasons with all authorities including IRDA. Presentation to investors c. JTK. Ensure security. Ensure collection of all rentals Councils etc. Reporting of all progress to RISDA and to investors l. Overseeing the progress of development of enclave on behalf of RISDA f. Local The AMASU TEAM costs will be borne by investors where the return of investment for the team will be included during repayment of all investment. The team scope of work includes: a.ADDENDUM 1 AMASU ENCLAVE TEAM Being the PMC. from planning. k. KDN. COO-1 c. Deputy Development Manager-1 .

AMASU needs to set up the preliminary project team. CFO Development Manager Marketing Manager. All cost related to this team shall be borne by the investor. l. Marketing Executive/Collection-1 i. Other costs will also be shown in the cashflow. Chief Warden-1 o. b. Fees for the team shall be invoiced to investors monthly by AMASU (M) SDN BHD. Legal Advisor All designs and submissions will be monitored and assisted by the team which includes identification of suitable and approved area from IRDA. Supervisors Phase 1 Upon the investor agreeing to participate in the project. Marketing Manager/Collection-1 h. The fee structure will be detailed out in the cashflow attached. Operation Phase AMASU TEAM will set up a new team in managing the running of day to day operation of the enclave.g. The full team will be based on the capacity and occupancy of every enclave. Deputy head of operations -2 n. The first phase team will only consist of: CEO COO a. . j. Clerk of work-2 m. The full cost of the first team is estimated at RM30. c.00 per enclave per month.000. d. Marketing Executive-1 Liason Officer-1 Head of Operations-1 k.

Details of the distribution shall be discussed by both parties and mutually agreed. . The purpose of this SPV is to ensure the investor will receive all collections from the employers and finally distribute it to relevant parties.The investors are advised to set up a new company where AMASU (M) SDN BHD shall be given some shares (minority). Both investors and AMASU TEAM shall be responsible to ensure all collections are well distributed. The full cost of the Amasu Team is estimated to increase to a maximum of RM75.000.00 per enclave per month.

3. 7. AMASU shall be the integral part of the management whereby it shall provide the required manpower as per the list on Addendum 1. Once the workers quarters are fully operational. 4. during which no payment is made to PRB. During construction. 2. Drawings and approval is expected to take up to six (6) months.ADDENDUM 2 ROLL-OUT PLAN 1. AMASU is to provide liason between all parties to ensure construction progresses without hindrance. 5. Tri-partite agreement between INVESTOR-PRB-AMASU is to be finalized by appointed lawyer. Construction period will be 2 years upon authorities’ approval. 6. INVESTOR is to appoint AMASU as PMC. Upon agreeing to undertake the project. Relevant consultants shall be appointed and AMASU begins to coordinate construction drawings for submission and land conversion. AMASU shall begin to mobilize its marketing team and work in tandem with IRDA in preparation for the impending commencement of the workers quarters operations. .

The total amount of the 30 year land lease is to be paid to PRB within 6 months. . 4. 5. A fee of RM30.000.000. 3.000 workers is estimated to be RM35 million and the lease of land is at RM7 million.00 per enclave per month is payable to AMASU as per Appendix 1. All receivables shall be deposited into the INVESTORS’ account. No payment is to be made to PRB until the enclave commences operation. The investor shall be in control of the financial management at all times during the contract.ADDENDUM 3 PAYMENT PROPOSAL 1.00 per head per month is payable to a designated account to be advised later. The investor is to pay for all monies due to ensure smooth operation of the enclave. 2. 6. The contribution of RM20.00 per enclave per month as more hiring is done to manage the operation of the enclave. The maximum capital expenditure to build and fit-out an enclave for 5. All disbursement of payment is at the discretion of the INVESTOR. This fee shall be increased gradually to RM75.

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