NSSB was incorporated in Malaysia on 22 November 2006 and its principal activity is operating of a retail mall and property management.

Transcription

1 MALAYSIAN RESOURCES CORPORATION BERHAD ( MRCB OR THE COMPANY ) - DISPOSAL OF MRCB S 51% EQUITY INTEREST IN NU SENTRAL SDN BHD ( NSSB ) TO PELABURAN HARTANAH BERHAD ( PHB ) FOR A CONSIDERATION OF RM119,776,136 ( DISPOSAL ) 1. INTRODUCTION MRCB is pleased to announce that it has today entered into a Share Sale Agreement ( SSA ) with PHB to dispose its 51% equity interest in NSSB comprising 10,200,000 Ordinary Shares of RM1.00 each and 91,800,000 Redeemable Non-convertible Preference Shares of RM0.01 each to PHB for a consideration of RM119,776,136 ( Sale Shares ). 2. DETAILS OF THE DISPOSAL 2.1 Information on NSSB NSSB was incorporated in Malaysia on 22 November 2006 and its principal activity is operating of a retail mall and property management. On 22 January 2008, MRCB, PHB and NSSB had entered into a Joint Venture Agreement ( JVA ) whereby NSSB had been identified as the joint venture company to manage and operate Nu Sentral Mall to be developed by Sentral 384 Sdn Bhd ( Sentral 384 ), a wholly-owned subsidiary of PHB. NSSB had also entered into an Agreement to Lease with Sentral 384 on even date to lease the Nu Sentral Mall with its associated carpark bays for a term of 99 years. NSSB is a jointly controlled entity owned by MRCB and PHB on 51:49 basis. The authorised share capital of NSSB is RM25,000,000 divided into 20,000,000 Ordinary Shares of RM1.00 each ( Ordinary Shares ) and 500,000,000 Redeemable Non- Convertible Preference Shares of RM0.01 each ( RNCPS ). The current issued and paid-up capital and shareholding structure of NSSB are as follows: Shareholders No. of Ordinary Shares % No. of RNCPS % MRCB 10,200, ,800, PHB 9,800, ,200, Total 20,000, ,000,

2 2.2 Information on PHB PHB was incorporated in Malaysia on 8 May 2006 with an authorised share capital of RM2,020,000,000 divided into 2,000,000,000 Ordinary Shares of RM1.00 each and 200,000,000 Redeemable Non-cumulative Convertible Preference Shares of RM0.10 each. The issued and paid-up capital of PHB is RM119,000,000 divided into 100,000,000 Ordinary Shares of RM1.00 each and 190,000,000 Redeemable Non-cumulative Convertible Preference Shares of RM0.10 each. PHB is a real estate investment holding company principally involved in investment and property development services. The company also provides leases of office spaces to corporate clients. PHB is a subsidiary of Yayasan Amanah Hartanah Bumiputera. 2.3 Purchase Consideration The Disposal was arrived at on a willing buyer-willing seller basis after taking into consideration of PHB s valuation of the Sale Shares and NSSB, including without limitation, the financial condition of NSSB as at 31 December Liabilities to be assumed There are no additional liabilities to be assumed by MRCB arising from the Disposal. 2.5 Salient Terms of the SSA The salient terms includes, amongst others, the following: (i) Payment terms Upon the execution of the SSA, PHB shall pay to the PHB s solicitors, as stakeholder a refundable deposit of RM11,977, which is equivalent to ten per centum (10%) of the purchase price. The balance consideration of RM107,798, which is equivalent to ninety per centum (90%) of the purchase price is to be paid on the completion date. In the event PHB is unable to pay the purchase price on the completion date, MRCB shall grant PHB an extension of one (1) month to pay the balance purchase price subject to PHB paying MRCB compensation at the rate of five per centum (5%) per annum on the unpaid portion of the balance purchase price, calculated on a daily basis from the first day of the extended period until the date on which the balance purchase price is paid in full to MRCB. 2

3 (ii) Conditions Precedent (a) (b) (c) the written approval of the holders of NSSB s Islamic Medium Term Notes ( IMTN ) being obtained by NSSB for the sale and transfer of the sale shares, changes to the shareholding structure on the completion date, changes to the security arrangement and terms of such letter of undertaking issued by the MRCB and PHB, as may be required by the holders as well as compliance with the terms of the written approval which may include such execution of the new IMTN security documents; due and full observance and performance of all terms, obligations and stipulations contained in the supplemental agreement made between Sentral 384 Sdn Bhd and MRCB Sentral Properties Sdn Bhd in accordance with their respective terms; the execution in escrow and receipt by PHB s solicitors of the following agreements to be made between NSSB and a property manager duly licensed under the law in respect of the management and operation of the NU Sentral Mall: (i) a mall management agreement, which shall contain, amongst others, the appointment of a property manager of up to the maximum of three (3) terms of five (5) years each, subject to the property manager fulfilling and meeting all KPIs and fee formula, as defined in the mall management agreement and to be agreed upon mutually by NSSB and the property manager; (ii) the car park agreement on terms and conditions to be agreed upon between MRCB and PHB together with the property manager; and (iii) the facilities management agreement on terms and conditions to be agreed upon between MRCB and PHB together with the property manager. (d) where required, the written approvals of such governmental or regulatory body or competent authority, or third party having jurisdiction over the sale and transfer of the sale shares and/or the change in shareholders of NSSB which is/are required by law or regulation on or after the effective date or are mutually agreed on by the parties. (iii) Conditions Precedents Period ( CP Period ) The CP Period shall be a period of three (3) months from the date of this agreement or such extended period as mutually agreed by the parties. 3

4 (iv) Adjustment of Purchase Price by up to 2% Notwithstanding the parties agreement on the purchase price, the parties agree that in the event any of the conditions precedent remains unfulfilled by 30 June 2015, MRCB shall cause NSSB to prepare and deliver to PHB the Management Accounts, in which event, PHB shall be entitled to carry out a fresh or updated valuation of the sale shares and/or NSSB based on the Management Accounts. If such valuation of the sale shares and/or NSSB differs from the valuation as at 31 December 2014, the parties agree that the purchase price shall be adjusted accordingly. The parties also agree that any adjustment to the purchase price shall only be made if the valuation of the sale shares and/or NSSB based on the Management Accounts supports a difference or discrepancy of two per centum (2%) or more of the purchase price. (v) Completion The agreement shall become unconditional on the date of the written notice from the PHB to MRCB confirming that the last condition precedents have been fulfilled and completion shall take place within fourteen (14) days after the unconditional date. 3. RATIONALE The Disposal is part of MRCB group s macro strategy to monetise its non-core assets and focuses its resources on the core businesses of property development, specialised infrastructure and environment projects. The Board of Directors is of the view that the Disposal would enable MRCB to better utilise and focus its resources on its core businesses. The cash consideration from the Disposal could be reinvested into the core business of MRCB such as property development. 4. RISKS IN RELATION TO THE DISPOSAL MRCB do not envisage any completion risk 5. EFFECTS OF THE DISPOSAL 5.1 Issued and paid-up share capital and substantial shareholders shareholdings The Disposal will not have any effect on the issued and paid-up share capital as well as the substantial shareholders shareholdings in MRCB. 4

5 5.2 Earnings and earnings per share Upon completion, the Disposal is expected to contribute positively to the earnings of the Company for the financial year ending 31 December Net assets per share and gearing The Disposal will not have any material effect on the net assets and gearing of the Company for the financial year ending 31 December ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Disposal is expected to be completed by the third quarter of DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and/or major shareholders of MRCB or any persons connected to them have any interest, whether direct or indirect, in the Disposal. 8. HIGHEST PERCENTAGE RATIO APPLICABLE TO THE DISPOSAL The highest percentage ratio applicable to the Disposal pursuant to paragraph 10.02(g) of the Main Market Listing requirements of Bursa Malaysia Securities Berhad is 6.03%, based on the consideration received for the disposal and the net assets of the Company for the financial year ended 31 December BOARD OF DIRECTORS STATEMENT The Board, having considered all aspects of the Disposal including the rationale and effects and after careful deliberation, is of the opinion that the Disposal is in the best interest of the Company. 10. DOCUMENTS AVAILABLE FOR INSPECTION A copy of the SSA is available for inspection at the registered office of the Company at Level 33A, Menara Nu 2, 203, Jalan Tun Sambanthan, KL Sentral, Kuala Lumpur during office hours from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement. 5