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PROPOSED REVERSE T AKE-OVER 8 October 2013

PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Page 1: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

PROPOSED REVERSE TAKE-OVER

8 October 2013

Page 2: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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General DisclaimerThis press presentation is for information purposes only and must be read in conjunction with, and is subject to, the full text of Albedo Limited’s (the “Company”) announcements on 20 September 2013and 7 October 2013 (the “Announcements”). Unless otherwise defined herein, all capitalised terms used in this press presentation shall have the same meanings as defined in the Announcements.

This release is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of anysecurities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the transactions proposed in the Announcements (the "Proposed RTO Transactions") or otherwise nor shall there beany sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. This press presentation also does not constitute a prospectus or prospectus equivalent document. Apotential investor should carefully read the circular to be distributed to all the Company’s shareholders in due course. Nothing contained herein or therein is, or shall be relied upon as, a promise orrepresentation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein.Further, nothing in this press presentation should be construed as constituting legal, business, tax or financial advice.

In no event shall the Company, the Vendor, the Promoters and any of their respective affiliates, associates, employees or directors, officers, advisers, legal advisers or shareholders be liable for any direct,indirect, special (including loss of revenue or income, pain and suffering, emotional distress, or similar damages), incidental, punitive, or consequential damages arising out of or related to the use of anyinformation contained in this press presentation, and regardless of whether such damages arise in contract, tort, under statute, in equity, at law, or otherwise.

This press presentation is a summary only and does not purport to contain all of the information that may be required to evaluate any potential transaction. The Proposed RTO Transactions will be subjectto the full terms and conditions set out in the circular to be distributed to all of the Company’s shareholders in due course and the Company urges all its shareholders to read the circular when it becomesavailable because it will contain important information in relation to the Proposed RTO Transactions. Any vote in respect of the Proposed RTO Transactions or other response in relation to the ProposedRTO Transactions should be made only on the basis on the information contained in the circular. You should conduct your own independent analysis of the Proposed RTO Transactions, includingconsulting your own independent legal, business, tax and financial advisers and other advisers in order to make an independent determination of the suitability, merits and consequences of investment inthe Company described herein. The information in this press presentation is provided as at the date of this press presentation (unless stated otherwise) and is subject to change without notice.

Forward-looking statementsThis press presentation contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact areforward-looking statements. They are not based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differmaterially from the future results expressed or implied by the forward-looking statements and are not a guarantee of future performance. Often, but not always, forward-looking statements can be identifiedby the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", “targets”, “aims”, “projects”or words or terms of similar substance or the negative thereof, are forward-looking statements, as well as variations of such words and phrases or statements that certain actions, events or results "may","could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividendpolicy, losses and future prospects; (ii) business and management strategies and the expansion and growth of operations resulting from the Proposed RTO Transactions; and (iii) the effects of globaleconomic conditions on business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on current views and certain key assumptions. Manyfactors may cause the actual results, performance or achievements of the parties to the Proposed RTO Transactions (the “Parties”) to be materially different from any future results, performance orachievements expressed or implied by the forward-looking statements. Important factors that could cause actual results, performance or achievements of the Parties to differ materially from theexpectations of the Parties, as applicable, include, among other things, general business and economic conditions globally, commodity price volatility, industry trends, competition, changes in governmentand other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages, changes in political and economic stability, disruptions in businessoperations due to reorganisation activities, interest rate and currency fluctuations, the failure to satisfy any conditions for the Proposed RTO Transactions on a timely basis or at all, the failure to satisfy theconditions of the Proposed RTO Transactions when implemented (including approvals or clearances from regulatory and other agencies and bodies) on a timely basis or at all, the failure of completion ofthe Proposed RTO Transactions on a timely basis or at all, the inability to realise successfully any anticipated benefits when the Proposed RTO Transactions are implemented, the Parties incurring and/orexperiencing unanticipated costs and/or delays or difficulties relating to the Proposed RTO Transactions when implemented. Such forward-looking statements should therefore be construed in light of suchfactors. The Company does not intend to update forward-looking statements made herein to reflect actual results or changes in assumptions or other factors that could affect those statements, subject tocompliance with all applicable laws, including the Securities and Futures Act and any regulations thereunder, and rules of the Singapore Exchange Securities Trading Limited.

Neither Company, the Vendor, the Promoters nor any of their respective affiliates, associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence ofthe events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

This press presentation is not be distributed or circulated outside of Singapore. The distribution of this press presentation into jurisdictions other than Singapore may be restricted by law. Persons intowhose possession this press presentation and such other documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitutea violation of the securities laws of any such jurisdiction.

Page 3: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Iskandar MalaysiaRise of a New Metropolis

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Page 4: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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The Rise of A New Metropolis

Total Committed Investment of RM106 bil (USD33 bil)(1) to Support Economic Activity in Iskandar Malaysia.

(1) As of December 2012

Page 5: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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The Rise of A New Metropolis (Cont’d)The Iskandar Malaysia comprises five flagship zones based on their roles as development focal points.

Page 6: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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The Rise of A New Metropolis (Cont’d)

(Source: http://www.iskandarinvestment.com/about-us/milestones/)

Page 7: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Gelang PatahBeneficiary of Iskandar Malaysia Initiatives

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Page 8: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

23rd JULY 2013Location of Gelang Patah

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GelangPatah

Page 9: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

23rd JULY 2013Connectivity of Gelang Patah

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Page 10: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Beneficiary of Surrounding Growth

1. Kuala Lumpur – Singapore High Speed Rail (HSR)Projected to be completed in 2020 passing and stopping at Nusajaya before entering Singapore.

2. Right next to Nusajaya – 10 mins drive Legoland, Hello Kitty Themepark, Pinewood Studios, PuteriHarbour, Kota Iskandar, Educity, Medini, Afiat Health Park, Southern Industrial and Logistics Cluster and more.

3. Access to Major Highways The Land is surrounded by excellent connectivity; 2nd Link Highway, Pontian Highway, Pasir Gudang Highway and Coastal Highway. In addition, potential future undersea tunnel linking Malaysia and Singapore.

4. Popular Residential AreaThe Land is in Gelang Patah with neighbouring established residential developments such as SP Setia Eco Gardens, Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights.

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Setia Eco Gardens Development

Setia Eco GardensLand size : 948 acresDevelopment : Mixed

Development Dev. Status : Development still in progress Sales : Launched projects fully sold

Double Storey Eco Villa (40’ x 90’) Prices from RM1.5 mil

Double Storey Eco Homes (22’ x 70’) Prices from RM640,000

Setia Business ParkLand size : 183 acresDevelopment : Industrial Detached/Semi-

Detached FactoriesDev. Status : Completed

Sales : Fully sold

Selling price of approx. RM360 psf

Page 12: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Location of Parcel 1 - 7

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Page 13: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Detailed Information on Parcels 1 – 7

Parcel(1) Land Area Development Plan Land Status

Parcel 1 295.9 acres 40% Commercial / 60% Industrial Freehold

Parcel 2 160.5 acres 30% Commercial / 70% Residential Freehold

Parcel 3 29.9 acres 100% Commercial Freehold

Parcel 4 38.9 acres 100% Commercial Freehold

Parcel 5 8.3 acres 100% Commercial Freehold

Parcel 6 8.5 acres 100% Commercial Freehold

Parcel 7 120.7 acres 30% Commercial / 70% Residential Freehold

Total 662.7 acres

Note:(1) Land parcels are currently owned/procured by the Vendor

Expected development period for all 7 land parcels is 12 to 15 years Land parcels are valued at approx. RM2.7 bil or approx. RM94psf (with Development Order in place)

Confirmed Land Parcels to be injected

Page 14: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Proposed RTO SchemeEnvisaged Group Structure

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Page 15: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Step 1: Albedo to divest existing businesses

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Proposed RTO Steps

• To dispose all existing businesses• Distribute cash balance to shareholders• Delivery of clean vehicle

Step 2: After Proposed Injection of assets by Infinite Rewards

Existing shareholders

Albedo

Existing operations

100%

Infinite Rewards Existing shareholders

5%95%

TCSB FWSB RCSB LUSB

SGSB

ReflectionsOasis

Albedo

100% 100% 100% 100%

100%

100%

To be divested

Page 16: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

Step 3: After Proposed Placement

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Proposed RTO Steps (Cont’d)

Existing shareholders

Infinite Rewards Placees

TCSB FWSB RCSB LUSB

SGSB

ReflectionsOasis

Albedo

100% 100% 100% 100%

100%

100%

Business Collaboration

i. Project Management Contract; and

ii. Marketing & Sales Contract

20.3%(1) 4.9%(1)74.8%(1)

Note:(1) Based on an indicative placement of SGD170 mil via a placement of new shares and partial

sale of shares by Infinite Rewards. Figures shown are for illustrative purposes and subject to changes.

Page 17: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Basis of Injection Valuation

Properties Land Value (RM’mil)

Liabilities (RM’mil)

Net Asset Value

(RM’mil)

As a % of total

Parcel 1 960 203 757 33%

Parcel 2 612 197 415 18%

Parcel 3 201 - 201 9%

Parcel 4 275 - 275 12%

Parcel 5 71 - 71 3%

Parcel 6 55 - 55 2%

Parcel 7 547 - 547 24%(1)2,721 400 2,321 100%

Less: Discount (384)

Net Total 1,937

Net Total (SGD’mil) (2)774

(1) As per independent valuation carried out by Knight Frank dated 30 August 2013. The valuation assumed that Parcels 1 – 7 have obtained respective Development Orders.

(2) Converted at 12 month average rates of RM2.5019:SGD1.00.

Page 18: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Commencement of Property Development Business

• Parcel 1 obtained DO

• Commence authority submissions

Completion of RTO

• Parcel 2 – 7 have obtained DO

• Shares under escrow are released progressively

Mar’2014Jan’2014

• Upon completion, Albedo issues new shares as Purchase Consideration

• Corresponding shares to Parcel 2 – 7 are placed under escrow until respective Dos are obtained

• Signing of PMC & MSC

• Commencement of Parcel 1 development

Deadline to Obtain DOsMar’2017

Feb’2014

Indicative Timeline

• Circular to be circulated to shareholders.

• EGM called.

Page 19: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Proposed Collaboration with Tropicana Corporation Berhad

1. Manning of sales office and show unitProviding experienced and trained personnel to maximize sales.

2. Strategize, implementation and execution of sales launches

Ensure effective execution and timing the launches to maximize sales.

3. Manage and report on registration, prospects and purchaser database

To provide opportunity to find segments of customers or prospects that can be communicated in a customized manner.

4. Undertake and manage sales and booking control, procedure and negotiations

To provide expertise in implementing proper control and procedure to capture sales and bookings.

5. Monitor and manage the execution of sales and purchase agreement

Monitor and manage parties such as lawyer and purchasers on signing of agreement and collection of first 10% down payment.

1. Project ImplementationPerforming the role of Project Manager through effective planning, management and coordination of all activities associated with the implementation strategy.

2. Design ManagementAssisting on the preparation of the project design brief, coordinating the provision of all relevant information and obtaining approval.

3. ProgrammingIn conjunction with the Consultants, preparing, monitoring and maintaining a master programme from concept to completion showing principal activities and identifying critical milestones.

4. Contract ManagementAdvising as necessary on dispute avoidance strategies, managing the resolution of claims submitted by the Contractor under the building contract and making the appropriate recommendations in conjunction with the Consultants.

Project Management Contract (PMC) Marketing & Sales Contract (MSC)

Page 20: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Professional Advisers

The following advisers appointed/to be appointed:

Role Advisers

1) Financial Adviser and Sponsor PrimePartners Corporate Finance

2) Legal counsel to Albedo Wong Tan & Molly Lim LLC

3) Legal counsel to Infinite Rewards Lee & Lee

4) Global co-ordinator, lead manager, book runner and joint placement agent of Proposed Compliance Placement

Morgan Stanley Asia (Singapore) Pte

5) Reporting Accountants Deloitte & Touche LLP

6) Independent Valuers Knight Frank Malaysia

7) Independent Financial Adviser To be confirmed

Page 21: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

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Development of Parcel 1 - 7Preliminary Development Plans

Page 22: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 1 – International Business Park (Mixed Used Development)

INTERNATIONAL BUSINESS PARK

Land Area 295.9 acres

ComponentsIndustrial, Commercial, Apartment & Worker’s Accommodation

Parcel 1(Mixed Development)

(295.9 Acres)

Page 23: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 1 – International Business Park (Mixed Used Development) (Cont’d)

Master Plan

Page 24: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 1 – International Business Park (Mixed Used Development) (Cont’d)

3D-Massing

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TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 2 –Mixed Used Development

P A R C E L 2

Land Area 160.5 acres

Components Iconic tower, SOHO & Apartment

Parcel 2Mixed

Development(160.5 Acres)

Page 26: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 3–Commercial Development

P A R C E L 3Land Area 29.9 acres

Components Business Suite, Retail Shops & SOHO Towers

Parcel 3Commercial Development(29.9 Acres)

Page 27: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 4 –Commercial Development

Parcel 4(Commercial Development)

38.9 Acres

P A R C E L 4Land Area 38.9 acres

ComponentsServiced Apartment & Retail Shops

Page 28: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 5 –Commercial Development

Parcel 5(Commercial Development)

8.3 Acres

P A R C E L 5

Land Area 8.3 acres

ComponentsServiced Apartment & Retail Shops

Page 29: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 6 –Commercial Development

Parcel 6(Commercial Development)

8.5 Acres

P A R C E L 6

Land Area 8.5 acres

ComponentsServiced Apartment & Retail Shops

Page 30: PROPOSED REVERSE TAKE VER - · PDF fileThe Land is surrounded by excellent connectivity; ... Bukit Indah, Horizon Hill, Leisure Farm, Ledang Heights. 11 Setia Eco Gardens Development

TROPICANA BUSINESS PARK | PARCEL 4

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Parcel 7 –Mixed Used Development

Parcel 7(Mixed

Development)120.7 Acres

P A R C E L 7Land Area 120.7 acres

ComponentsLanded Homes, Apartment, Shopping Mall & Office Towers

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Thank You