Acquisition of a 34.6% Equity Interest In Qualitas Healthcare Corporation Sdn Bhd ("QHC")

1.0 AGREEMENTS SIGNED
1.1 Landmarks is pleased to announce that, Maya Wilayah Sdn Bhd, a wholly owned subsidiary of Landmarks Berhad, has today entered into a Subscription Agreement ("Agreement") and a Shareholders Agreement with Dato' Dr Noorul Ameen bin Mohamed Ishack ("DRN") and Warburg Pincus Ventures LP ("WP"). Under the Agreement, Landmarks is to subscribe for 5,675,708 ordinary shares of nominal value RM1 each in QHC for RM5,675,708. Maya Wilayah Sdn Bhd has also today entered into a Share Sale Agreement with WP to acquire 4,600,000 convertible preference shares ("CPS") of nominal value RM1 each in QHC for 62 sen each i.e. RM2,852,000. WP will reinvest this sum for new CPS in QHC at RM1 each.

1.2 Landmarks' total investment of RM8,527,708 for a combination of 5,675,708 ordinary shares and 4,600,000 CPS in QHC ("the Acquisition") would give it a 34.6% stake in the enlarged equity share capital of QHC (comprising of ordinary shares and CPS) with WP and DRN holding 56.6% and 8.8% respectively. Landmarks will nevertheless own 60% of QHC's ordinary share capital and will have a call option to buy all of WP's interest in QHC. The acquisition of the CPS is conditional upon the subscription of the ordinary shares in QHC.