PROJECT SACCHARIN 387717462.

xls

A. KEY SUMMARY

Enlarged no. of shares 702,980,000 351,490,000 KPF Parameters

KPF Required Shareholding 20.00%
Issue price (RM) 3.68 KPF Post Listing Wealth (RM) 517,393,105
PE (IPO) (times) 10.00
Gain from MSM (RM) (10,229,968)
Market capitalisation (RM) 2,586,966,400 Gain from KGFP (RM) 67,945,505
Total Gain 57,715,537
Public issue shares 125,000,000
Offer for sale shares 109,564,700

Proceeds (RM)
- Public Issue 460,000,000
- OFS 403,198,096
863,198,096

Shareholdings of FELDA group of companies 54.00%

B. PROPOSED STEPS

B1 Proposed MSM Acquisition

KPF proposes to acquire 20% equity interest in MSM for the purchase consideration of RM 269,090,000 from FGV-S.

Upon completion of the Proposed MSM Acquisition, the shareholders' shareholdings of MSM are as follow:

No of shares % held
FGV-S 29,088,000 80%
KPF 7,272,000 20%
36,360,000 100%

B2 Proposed Parting Dividend

(A) Parting Dividend from MSM

Set out below is the retained earnings and cash and bank balances of MSM in 2009 and 2010:

Audited Audited
2009 2010
RM RM
Retained earnings 353,879,819 439,495,878
Cash and bank balances 143,412,368 63,851,349

MSM had made a dividend payment of RM 155,997,212 in the FYE 31 Dec 2010.

MSM will incur additional borrowings of RM 200,000,000 .

MSM will declare and pay dividend of RM 300,000,000 to its shareholders in the following manner:

(i) FGV-S RM 300,000,000

(ii) KPF RM - (KPF is not entitled to the parting dividend)
300,000,000

MSM retained earning after dividends payment 139,495,878 and NTA of RM 175,855,878

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(B) Parting Dividend from KGFP

Set out below is the retained earnings and cash and bank balances of KGFP in 2009 and 2010:

Audited Audited
2009 2010
RM RM
Retained earnings 22,160,692 39,424,381
Cash and bank balances 7,380,830 17,634,749

KGFP had made a dividend payment of RM 15,676,450 in the FYE 31 Dec 2010.

KGFP will incur additional borrowings of RM 35,000,000 .

KGFP will declare and pay dividend of RM 35,000,000 to its shareholders in the following manner:

(i) FHB 50% RM 17,500,000

(ii) FGVH 50% RM 17,500,000
35,000,000

KGFP retained earnings after dividends payment is 4,424,381 and NTA of RM 36,309,881 3.03

B3 Incorporated ListCo

A ListCo will be incorporated by FGV-S with the issued and paid-up share capital of RM 100.00 for 200 ordinary shares of RM 0.50
each in ListCo ("ListCo Shares").

B4 Proposed Business Transfer of FGV-P

KGFP will acquire the entire business of FGV-P (excluding interCo loan) for a total purchase consideration of RM 76,824,047 to be satisfied by an issuance of 25,354,500 KGFP Shares at an issue price
of RM 3.03 ^ per KGFP Share and cash of RM -

The total purchase consideration of RM 76,824,047 for the entire business of FGV-P is derived at based on the value of the business of RM 76,824,047 * as at 31 Dec 2010

FGV-P will nominate the entire 25,354,500 KGFP Shares to be received as purchase consideration from KGFP for the transfer of business to be issued to Felda Global.
Part of the consideration of 15,400,482 KGFP Shares is for the payment of the loan of RM 46,663,460 from FGVH to FGV-P.

Upon completion of the Proposed Business Transfer Arrangement ("BTA"), the shareholders' shareholdings of KGFP are as follow:

Before the Proposed BTA After the Proposed BTA

No of shares % held No of shares % held
FGVH 6,000,000 50% 31,354,500 84%
FHB 6,000,000 50% 6,000,000 16%

12,000,000 100% 37,354,500 100%

KGFP retained earnings after business transfer is RM 4,424,381 and NTA of RM 113,133,928

Note:
* The purchase consideration for the business to be acquired (excluding interCo loan and parcel of land measuring 1,363 Ha) is derived as follows:

RM
Chuping land (land, buildings & biological assets) 99,000,000
add: Other Assets (PPE & Current Assets) 17,204,574
less: Liabilities (excluding inter-company loan and interest) (39,380,527)
Total 76,824,047

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B5 Proposed Acquisitions by ListCo

ListCo will acquire the following companies:

(i) 100% equity interest MSM representing 36,360,000 ordinary shares for a total purchase consideration of RM 175,856,000 to be satisifed by way of:
(a) 100% of the purchase consideration to be satisfied via issuance of 351,712,000 ListCo Shares at an issue price of RM 0.50 per ListCo
Share; and
(b) 0% of the purchase consideration to be satisfied by cash of RM -
from the following companies ("Proposed MSM Acquisition"):

(a) Acquire 20.0% equity interest of MSM from KPF at a purchase consideration of RM 35,171,200 to be sastified via issuance of 70,342,400 ListCo Shares at an issue
price of RM 0.50 per ListCo Share and cash of RM - ; and

(b) Acquire 80.0% equity interest of MSM from FGV-S at a purchase consideration of RM 140,684,800 to be sastified via issuance of 281,369,600 ListCo Shares at an issue
price of RM 0.50 per ListCo Share and cash of RM - .

The total purchase consideration of RM 175,856,000 for the 100% equity interest in MSM is derived at based on the adjusted NTA of RM 175,855,878 as at 31 December 2010

(ii) 100% equity interest in KGFP representing 37,354,500 ordinary shares for a purchase consideration of RM 113,133,900 to be satisifed by way of:
(a) 100% of the purchase consideration to be satisfied via issuance of 226,267,800 ListCo Shares at an issue price of RM 0.50 per ListCo
Share ; and
(b) 0% of the purchase consideration to be satisfied by cash of RM -
from the following companies ("Proposed KGFP Acquisition"):

(a) Acquire 84.0% equity interest of KGFP from Felda Global at a purchase consideration of RM 95,032,476 to be sastified via issuance of 190,064,952 ListCo Shares at an issue
price of RM 0.50 per ListCo Share and cash of RM - ; and

(b) Acquire 16.0% equity interest of KGFP from FHB at a purchase consideration of RM 18,101,424 to be sastified via issuance of 36,202,848 ListCo Shares at an issue
price of RM 0.50 per ListCo Share and cash of RM -

(c) Acquire 0% equity interest of KGFP from FGV-S at a purchase consideration of RM - to be sastified via issuance of - ListCo Shares at an issue
price of RM 0.50 per ListCo Share and cash of RM -

The total purchase consideration of RM 113,133,900 for the 100% equity interest in KGFP is derived at based on the adjusted NTA of RM 113,133,928 as at 31 December 2010

(Collectively, referred to as the "Proposed Acquisitions")

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The above could be summarised in the following:

Purchase consideration No of ListCo Shares

Acquire of: KPF FGV (S) FHB FGVH Total KPF FGV (S) FHB FGVH Total
RM RM RM RM RM
(i) MSM 35,171,200 140,684,800 - 175,856,000 70,342,400 281,369,600 - 351,712,000
(ii) KGFP - - 18,101,424 95,032,476 113,133,900 - - 36,202,848 190,064,952 226,267,800
35,171,200 140,684,800 18,101,424 95,032,476 288,989,900 70,342,400 281,369,600 36,202,848 190,064,952 577,979,800

Total Purchase consideration (RM) 288,989,900 Total no of ListCo Shares: 577,979,800

Cash Consideration
KPF FGV (S) FHB FGVH Total

(i) MSM - - - - -
(ii) KGFP - - - - -
- - - - -

check - Total cash consideration: -

Hence, the total purchase consideration for the above Proposed Acquisitions is RM 288,989,900 to be satisfied via:
(i) issuance of 577,979,800 new ListCo Shares at an issue price of RM 0.50 per ListCo Share; and
(ii) cash of RM -

B6 Proposed Dividend-in-Specie

FHB proposes to pay dividend-in-specie to Felda Global and KPF of RM 18,101,424 through the transfer of 36,202,848 new ListCo Shares at an issue price of RM 0.50
per ListCo Share in the followings manner:
(i) Dividend-in-specie of RM 8,869,698 to FGVH( 49% shareholders) via transfer 17,739,396 ListCo Shares; and
(ii) Dividend-in-specie of RM 9,231,726 to KPF ( 51% shareholders) via transfer 18,463,452 ListCo Shares.

B7 Proposed Public Issue

ListCo will undertake a public issue of a total of 125,000,000 new ListCo Shares, representing 17.8% of the enlarged share capital at an issue price of RM 3.68 per ListCo Share

Hence, the total gross proceeds raise from the Proposed Public Issue is RM 460,000,000 349,243,040 1.75% 6,111,753.20

The proposed Public Issue shares will be divided to the following

(i) 51,790,100 new ListCo Shares to KPF (from Bookbuilding), representing 7.4% of the enlarged share capital.
(ii) 14,060,000 new ListCo Shares to Public application (ballot), representing 2.0% of the enlarged share capital.
(v) 14,060,000 new ListCo Shares to Pink form allocation, representing 2.0% of the enlarged share capital.
(iii) 45,089,900 new ListCo Shares to Bumiputera investors, representing 6.4% of the enlarged share capital.
125,000,000 17.8%

B8 Proposed Offer for Sale ("OFS")

Felda Global and FGV-S will undertake the OFS of 109,564,700 ListCo Shares in the following manner: representing 15.6% of the enlarged share capital

(i) Felda Global offer 109,564,700 ListCo Shares to the identified investors at the issue price of RM 3.68 .
The proceeds from the OFS to Felda Global is RM 403,198,096

(ii) FGV-S will offer - ListCo Shares to the identified investors at the issue price of RM 3.68
The proceeds from the OFS to FGV is RM -

The total proceeds from the OFS is RM 403,198,096 752,441,136 1.75% 7,055,966.68

The proposed OFS shares will be divided to the following

(i) 73,811,600 FGVH Shares to Book building, representing 10.5% of the enlarged share capital.
(iii) 35,753,100 FGVH Shares to Bumiputera investors, representing 5.1% of the enlarged share capital.
109,564,700 15.6%

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B9 Proposed Public Issue and OFS Allocation

The proposed allocation for the Public Issue and OFS shares will be divided to the following 234,564,700 Breakdown between Public Issue and OFS:
Check Cells Public Issue OFS Total Check
(i) 73,811,600 FGVH Shares to Book building, representing 10.5% 10.50% of the enlarged share capital. 73,811,600 - 73,811,600 -
(ii) 51,790,100 new ListCo Shares to KPF (from Bookbuilding), representing 7.4% 7.37% of the enlarged share capital. 51,790,100 51,790,100 -
(v) 80,843,000 new ListCo Shares & FGVH Shares to Bumiputera investors, representing 11.5% 11.50% of the enlarged share capital. 23,068,400 57,774,600 80,843,000 -
(iii) 14,060,000 new ListCo Shares to Public application (ballot), representing 2.0% 2.00% of the enlarged share capital. 14,060,000 14,060,000 -
(iv) 14,060,000 new ListCo Shares to Pink form allocation, representing 2.0% 2.00% of the enlarged share capital. 14,060,000 14,060,000 -

234,564,700 33.37% 125,000,000 109,564,700 234,564,700 -

Note:
* For the enlarged issued and paid-up capital of RM200 million and above, the balloted portion to the general public must be at least 2% of the enlarged
issued and paid-up capital or an aggregate of RM10 million in nominal value, whichever is higher.

Bumiputera offer requirement 11.50%

Institutional Offering
(i) 51,790,100 new ListCo Shares to KPF (from Bookbuilding), representing 7.4% of the enlarged share capital.
(iii) 45,089,900 new ListCo Shares to Bumiputera investors (frm Issue Shares), representing 6.4% of the enlarged share capital.
(iii) 35,753,100 FGVH Shares to Bumiputera investors (frm OFS), representing 5.1% of the enlarged share capital.
(i) 73,811,600 FGVH Shares to Book building, representing 10.5% of the enlarged share capital.
206,444,700 29.4%

Retail Offering
(ii) 14,060,000 new ListCo Shares to Public application (ballot), representing 2.0% of the enlarged share capital.
(v) 14,060,000 new ListCo Shares to Pink form allocation, representing 2.0% of the enlarged share capital.
28,120,000 4.0%

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C. IPO PRICES

2011 (I) (II)

Forecast ListCo Group After After (I) and
M&M FGV-P KGFP Total Existing Acquisitions IPO
RM RM RM RM RM RM RM
PAT 234,544,000 - 29,509,000 264,053,000 - 258,569,667 258,569,667
Shareholders' fund 273,343,996 - 88,391,000 361,734,996 0.10 288,990,000 748,990,000

No of ordinary shares (000) 200 577,980,000 702,980,000

Earnings per share (RM) - 0.45 0.37
Book value per share (RM) 0.00 0.50 1.07
Return on equity (%) 0.00% 89.47% 34.52%

Issue price (RM) 2.94 3.13 3.31 3.49 3.68 3.86 4.05 4.23 4.41
Post-IPO PE 8.00 8.50 9.00 9.50 10.00 10.50 11.00 11.50 12.00

PAT for FYE 2011 264,053,000

less: Interest expense on borrowings (parting dvd) (5,483,333) 4.00% gross Dividend payment May-11
less: Interest expense on borrowings (existing) - 0.00% gross
less: Interest expense on borrowings (IPO) -

Adjusted forecast PAT for 2011 258,569,667

No. of ordinary shares (Units) 702,980,000

Net earnings per share (RM) 0.37

Issue / Offer price per share (RM) 3.68

PE multiple (times) 10.00
Market capitalisation (RM) 2,586,966,400
Proceeds from Public Issue (RM) (Gross) 460,000,000

Borrowings

RM

Existing borrowing @ 2010 for:

- MSM 207,000,000
- KGFP 10,000,000
217,000,000

To be incurred pursuant to :
- Parting dividend 235,000,000
- Proposed Acquisitions -
less: IPO proceeds -

Total net borrowings 452,000,000

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D. EFFECTS

D1. Share Capital

No of shares Par Value Total

Units RM RM
Existing 200 0.50 100
Add:
Issuance of shares pursuant to the:
- Proposed MSM Acquisition 351,712,000 0.50 175,856,000
- Proposed KGFP Acquisition 226,267,800 0.50 113,133,900
After the Proposed Acquisitions 577,980,000 288,990,000

Add: Issuance pursuant to Proposed Public Issue 125,000,000 0.50 62,500,000

Enlarged Share Capital 702,980,000 351,490,000

D2. NA and Gearing

(I) (II)
After After (I) and
Acquisition Acquisition After (II) and
Existing MSM KGFP Public Issue MSM KGFP
RM RM RM RM
Share capital 100 175,856,100 288,990,000 351,490,000
Share premium - - - 397,500,000
Shareholders' fund / NA 100 175,856,100 288,990,000 748,990,000 175,855,878 113,133,928

No of shares 200 351,712,200 577,980,000 702,980,000

NA per share (RM) 0.50 0.50 0.50 1.07

Borrowings (gross) - 407,000,000 452,000,000 452,000,000 407,000,000 45,000,000

Gearing (times) - 2.31 1.56 0.60 2.31 0.40

D3 Shareholders' Shareholdings

Existing After Proposed Acquisitions After Proposed Dividend in Specie After Public Issue and OFS Non public
No of shares % held No of shares % held No of shares % held No of shares % held
Existing ListCo shareholder (FGVS) 200 100% 200 0.0% 200 0.00% 200 0.0% 0.00%
FGVS - - 281,369,600 48.7% 281,369,600 48.7% 281,369,600 40.0% 40.03%
FGVH - - 190,064,952 32.9% 207,804,348 36.0% 98,239,648 14.0% 13.97%
FHB - - 36,202,848 6.3% - - - 0.0% -
KPF - - 70,342,400 12.2% 88,805,852 15.4% 140,595,952 20.0% 20.00%
Pink form allocation - - - - - - 14,060,000 2.0%
Public application (ballot) - - - - - - 14,060,000 2.0%
Book building - - - - - - 73,811,600 10.5%
Bumiputera investors - - - - - - 80,843,000 11.5%

200 100% 577,980,000 100.00% 577,980,000 100% 702,980,000 100.0% 74.00% 52,723,500
check - - - 0.00%
Public 26.00%

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D4 Cashflow Position

FGV-S FGVH FHB FGV-P KPF KGFP MSM Total ListCo

RM RM RM RM RM RM RM RM RM
Cashflow from:
- Disposal of 20% interest in MSM 269,090,000 - - - (269,090,000) - - - -
- Parting dividend from MSM 300,000,000 - - - - - (300,000,000) - -
- Parting dividend from KGFP - 17,500,000 17,500,000 - - (35,000,000) - - -
- Disposal of : (a) MSM - - - - - - - - -
(b) KGFP - - - - - - - - -
- Public Issue - - - - - - - - 460,000,000
- OFS - 403,198,096 - - (190,587,568) - - 212,610,528 -
- Underwriting / placement expenses (6,854,368) (6,854,368)
- IPO expenses - - - - - - - - (12,500,000)
- Placement & other expenses - (7,820,000)
-
Net cash inflow 569,090,000 413,843,728 17,500,000 - (459,677,568) (35,000,000) (300,000,000) 205,756,160 439,680,000

Gross cash inflow (FELDA group) 1,000,433,728

Gross cash inflow (KPF) (190,587,568)

Gross cash inflow (ListCo) 460,000,000

Additional debts (ListCo group) (335,000,000)

D5 Shareholder's Wealth Enhancement

Existing Shareholders Current Wealth Shareholder's Wealth post-IPO

Assumed (i) Cash Inflow IPO Shares** Total Wealth Enhancement
RM million RM million RM million RM million RM million Percentage

FGV-S 1,221.16 569.09 1,035.44 1,604.53 383.37 31.4%

Felda Global* 71.31 413.84 361.52 775.37 704.06 987.3%
FHB 26.31 17.50 - 17.50 N/A N/A
KPF 269.09 (190.59) 517.39 326.81 57.72 21.4%

1,587.87 809.85 1,914.36 2,724.20 1,145.14

Notes:
* Net wealth assumed for Felda Global to be the purchase consideration for FGV-P of RM45 million and 50% in KGFP of RM26.31 million.
** Assume a 0% increase in share value post IPO based on the shareholdings post-IPO.
(i) Based on the assumed cost of investment.

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PROJECT SACCHARIN

A. CORPORATE STRUCTURE

Note:
FELDA KPF
KPF Koperasi Permodalan Felda
FGV Felda Global Ventures Holdings Sdn Bhd
100% 51% FHB Felda Holdings Berhad
49% FGV-S Felda Global Ventures Sugar Sdn Bhd
FGV FHB
Sugar business FGV-P Felda Global Ventures Perlis Sdn Bhd
KGFP Kilang Gula Felda Perlis
100% 100% 50% 50% MSM Malayan Sugar Manufacturing Sdn Bhd

FGV-P FGV-S KGFP

100%

MSM

B. FINANCIAL HIGHLIGHT

2009 2010 2011

Audited Unaudited Budgeted
MSM FGV-P KGFP MSM FGV-P KGFP MSM FGV-P KGFP

P&L
Revenue 1,380,137,865 26,845,015 263,482,769 1,850,618,700 25,549,870 317,979,125 2,110,401,000 330,948,000
Gross profit 316,048,917 1,709,145 45,325,414 399,348,978 (7,466,247) 72,067,063 359,641,000 61,115,000
PBT 443,420,720 279,366 20,417,000 313,222,572 (11,004,293) 43,861,753 332,000,000 44,000,000
PAT 386,104,349 279,366 15,676,450 241,613,271 (8,347,692) 32,940,139 234,544,000 29,509,000

31.12.09 31.12.10 31.12.11

MSM FGV-P KGFP MSM FGV-P KGFP MSM FGV-P KGFP

Balance Sheet
Deposit and cash 143,412,368 196,022 7,380,830 63,851,349 5,568,878 17,634,749 139,309,000 5,250 28,592,000
Bank borowing (BA) 126,000,000 - 10,500,000 207,000,000 - 10,000,000 161,000,000 - 10,000,000
Share capital 36,360,000 - 12,000,000 36,360,000 500,002 12,000,000 36,360,000 500 12,000,000
Retained profits 353,879,819 - 22,160,692 439,495,878 (8,347,692) 39,424,381 236,983,996 (9,938) 56,506,000
Other reserves 80,000,000 19,885,500 - 96,571,470 19,885,500 96,571 19,885,000
Net assets 470,239,819 (5,110,774) 54,046,192 475,855,878 88,723,780 71,309,881 273,343,996 87,133 88,391,000
Goodwill - - - - - - - -
Net tangible assets 470,239,819 54,046,192 475,855,878 88,723,780 71,309,881 - - -
 Past performance of MSM

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Budgeted
Sales (mt) 535,625 530,358 575,542 589,826 586,034 606,073 625,950 778,687 684,162 708,154 825,150 860,000
PFO (RM) - 71,817 61,879 151,730 132,637 94,434 88,501 136,340 159,288 281,787 313,223 281,693

1,000,000 Sales (mt) 350,000 PFO (RM)

300,000
800,000
250,000
600,000 200,000

400,000 150,000
100,000
200,000
50,000

- -
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

C. LAND & BUILDING

MSM
Location Land area
1 Sugar refinery factory (Prai) 8 hectares
2 Warehouse (Gombak) 35,336 sq m
3 Warehouse (JB) 11,681 sq m

D. MARKET SHARES

MSM KGFP CSR GPT

West Malaysia 50.25% 10.91% 28.46% 10.38%
East Malaysia 39.61% 32.94% 21.87% 5.68%
Total 48.94% 10.27% 29.01% 11.78%

Market Shares

GPT; 11.78%

MSM; 48.94%
CSR; 29.01%

KGFP; 10.27%
 FGV-P AUDITED STATEMENT OF FINANCIAL POSITIONS AS AT 31 DECEMBER 2010

ASSETS RM
Non-Current Assets
PPE 12,714,552 (a)
Prepaid Lease Payments 139,301,048
152,015,600
Current Assets
Inventories 3,274,362
Biological assets 11,360,151 (b)
Other receivables, deposits, prepayments 279,821
Amount due from subsidiary 1,578,706
Current tax 690,249
Deposit with licensed bank 5,400,000
Cash and bank balances 168,878
22,752,167 (c)

Total assets 174,767,767

EQUITY AND LIABILITIES

Capital and reserve
Share capital 500,002
Capital contributions from immediate holding co 96,571,470
Loss for the financial period (8,347,692)
Total equity 88,723,780

Non-current liabilities
Deferred taxation 36,556,370 (d)
Loan from immediate holding co 44,500,000
81,056,370
Current liabilities
Trade payables 1,240,444
Other payables and accruals 1,558,437
Amount due to immediate holding company 644
Amount due to related companies 24,632
Loan from immediate holding co 2,163,460 (e)
4,987,617 (f)

Total equity and liabilities 174,767,767

Check -

(a) PPE breakdown

- Leasehold buildings 6,901,994
- Plant & Machinery, Motor Vehicles, Fixtures 5,812,558 (g)
Total 12,714,552
Check -

Purchase Consideration
Chuping land (land, buildings & biological assets)
(+) Other assets[((c) + (g) - (b)]
(-) Liabilities [(d) + (f) - (e)]
Total
99,000,000 as per revised valuation report by Raine & Horne dd 11 Mar 2011
17,204,574
(39,380,527) exclude loan of RM44.5 m and interest from immediate holding co
76,824,047