Datuk Bandar and Cordova are collectively referred to as Parties and individually as Party.

Transcription

1 MAH SING GROUP BERHAD ( MAH SING OR COMPANY ) PROPOSED ACQUISITION BY NATURE LEGEND DEVELOPMENT SDN BHD, A WHOLLY- OWNED SUBSIDIARY OF MAH SING, OF THE ENTIRE EQUITY INTEREST IN CORDOVA LAND SDN BHD, WHICH HAS AN OFFER ACCEPTED BY DEWAN BANDARAYA KUALA LUMPUR TO PURCHASE ACRES OF PRIME LAND IN CHERAS, WITH AN ESTIMATED GROSS DEVELOPMENT VALUE OF APPROXIMATELY RM2.2 BILLION ( PROPOSAL ) (This announcement should be read in conjunction with the earlier announcement dated 3 July 2017 ( Initial Announcement ). For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the Initial Announcement, where applicable, unless stated otherwise or defined herein.) 1.0 INTRODUCTION Further to the Company s announcement dated 3 July 2017 in respect of the Proposal, the Board of Directors of Mah Sing ( Board ) wishes to announce that Cordova ( Purchaser ), a wholly-owned subsidiary of NLDSB, which in turn is a wholly-owned subsidiary of Mah Sing, had today, signed a Sale and Purchase Agreement with Datuk Bandar Kuala Lumpur ( Datuk Bandar or Vendor ) to purchase the Land at the Land Consideration ( Land SPA ) ( Proposed Land Acquisition ). Datuk Bandar and Cordova are collectively referred to as Parties and individually as Party. Following the Initial Announcement, the document of title to the Land has been issued in the name of Datuk Bandar and is held under H.S.(D) PT 9554 Mukim Kuala Lumpur Daerah Kuala Lumpur Negeri Wilayah Persekutuan Kuala Lumpur. The leasehold tenure of 99 years will expire on 14 August As mentioned in the Initial Announcement, Cordova will undertake an integrated development known as M Vertica on the Land comprising residential suites and retail shops, with an estimated GDV of approximately RM2.2 billion. The residential suites with built-up from 850 sq. ft. are indicatively priced from RM450,000 or RM530 per sq. ft. A sales gallery for M Vertica has been set-up and opened next to the actual project site and the Group plans to preview the Proposed Development in second half of As of to-date, the Proposed Development has received more than 8,500 registration of interest. On even date, NLDSB had entered into a Supplemental Agreement in relation to the acquisition of Sale Shares in Cordova to add on, amend and vary certain terms and conditions of the SSA upon the terms and conditions set out in the Supplemental Agreement ( Supplemental Agreement ) ( Variation ). The details of the Proposed Land Acquisition and the Variation are set out in the ensuing sections of this announcement. 2.0 DETAILS OF THE PROPOSED LAND ACQUISITION 2.1 Salient terms of the Land SPA Agreement to sell and purchase The Land shall be acquired on an as is where is basis, free from all encumbrances and upon the terms and conditions as contained in the Offer and the Land SPA, and subject to all conditions whether express or implied in the issue document of title to the Land. 1

2 2.1.2 Area of the Land If the measurements boundaries and/or the estimated areas of the Land shall be different from its measurements boundaries and area as stated in the final issue document of title to the Land, the Land Consideration shall be adjusted upwards or downwards (as the case may be) at the rate of RM1, per square meter and shall be paid by the Party from whom it is due within 30 days of a written demand by the Party to whom such amount is due, failing which, a penalty of 8% per annum shall be applied on the amount due from such adjustment, calculated on a daily basis from the 31st day until the date of payment Terms of payment The Land Consideration of RM82,127,356 shall be paid in the following manner: (ii) RM8,212, ( Deposit ), being 10% of the Land Consideration, has been paid; and RM73,914, ( Balance Land Consideration ) shall be paid within 3 months from the date of receipt by Cordova or Cordova s solicitors of the state authority s consent to transfer the Land to Cordova ( State Authority s Consent ) ( Completion Period ). In the event the Balance Land Consideration or any part thereof is not paid by Cordova within the stipulated timeframe, without prejudice to the rights of Datuk Bandar to terminate the Land SPA, Datuk Bandar may allow Cordova an extension of 30 days to pay the Balance Land Consideration ( Extended Completion Period ) subject to a penalty for late payment payable at 8% per annum on the amount outstanding calculated on a daily basis commencing from the first day of the Extended Completion Period until the date of receipt of payment of the Balance Land Consideration in full. Completion Date is the date on which the Balance Land Consideration is paid to Datuk Bandar State Authority s Consent Datuk Bandar shall at his best endeavour obtain the State Authority s Consent and shall deliver to Cordova or Cordova s solicitors the original State Authority s Consent within 12 months from the date of the Land SPA with an automatic extension of 1 month immediately after the expiry thereof and such other extension or extensions as may be agreed upon by Cordova Purchaser s covenant and undertaking Cordova shall replace the existing structures currently situated on the Land as a return in kind to Datuk Bandar at specified locations ( Datuk Bandar s Return in Kind ). Cordova shall at its own costs and expenses, design, construct and complete: (ii) a badminton academy, a multipurpose hall and a management office for Jabatan Pengurusan Perumahan dan Pembangunan Komuniti Zon 1 (together the Badminton Academy ) within 36 months from the date on which the relevant development order in respect of Datuk Bandar s Return in Kind based on the proposed plan ( DO for Datuk Bandar s Return in Kind ) is obtained or the State Authority s Consent is obtained, whichever is later; council home ( Council Home ) within 48 months from the date on which the DO for Datuk Bandar s Return in Kind is obtained or the State Authority s Consent is obtained, whichever is later; and 2

3 (iii) a surau ( Surau ) within 10 months from the date on which the DO for Datuk Bandar s Return in Kind is obtained or the State Authority s Consent is obtained, whichever is later. In the event any of the specified land(s) cannot be alienated to Datuk Bandar for any reason whatsoever, with Datuk Bandar s written approval, Cordova shall, at its own costs and expense, seek other pieces of land(s) suitable to relocate the Datuk Bandar Return in Kind. The total estimated costs, including all the construction costs, the land premium, professional fees, development charges and all development costs in relation to the Datuk Bandar s Return in Kind, is up to RM70,000,000. If the total actual costs exceed the total estimated costs, Cordova shall bear such all costs and covenants and undertakes to design, construct and complete the Datuk Bandar s Return in Kind in accordance with the DO for Datuk Bandar s Return in Kind and approved plans within the stipulated timeframe or any extended period as agreed in writing by Datuk Bandar. As a security for performance of the above undertaking, Cordova shall procure and submit to Datuk Bandar 5 separate irrevocable, unconditional and on demand bank guarantees with an amount of RM10,000,000 each and totalling RM50,000,000 (the Bank Guarantees and individually the Bank Guarantee ) within 3 months from the date of receipt by Cordova or Cordova s solicitors of the State Authority s Consent. Once the total actual costs of construction has reached the amount equivalent to one or more of the Bank Guarantee(s), Cordova shall submit to Datuk Bandar an audited final account of the cost and expenses incurred for Datuk Bandar s approval and both Parties shall have successfully conducted a joint inspection for the Datuk Bandar s Return in Kind to certify that the works have been completed prior to any return of the respective Bank Guarantee. 2.2 Information on the Vendor Datuk Bandar is a corporation sole established under Section 5 of the Federal Capital Act, 1960 and having its address at Menara DBKL 1, Jalan Raja Laut, Kuala Lumpur. [The rest of this page has been intentionally left blank] 3

4 3.0 DETAILS OF THE VARIATION 3.1 The salient terms of the SSA and Supplemental Agreement are as follows: Salient terms of the SSA (as announced on 3 July 2017) Agreement to sell and to purchase Salient terms of the SSA as replaced and varied by the Supplemental Agreement No change Terms of payment No change Vendors Obligations The sale and purchase of the Sale Shares shall also be subject to the following obligations being performed by the Vendors at the Vendors own costs and expenses within 6 months from the date of the SSA with an automatic extension of 3 months thereafter with such further extension or extensions of time as the parties may mutually agree upon in writing ( Vendors Obligations Fulfilment Period ): Vendors Obligations The sale and purchase of the Sale Shares shall also be subject to the following obligations being performed by the Vendors at the Vendors own costs and expenses within 6 months from the date of the SSA with an automatic extension of 3 months thereafter with such further extension or extensions of time as the parties may mutually agree upon in writing ( Vendors Obligations Fulfilment Period ): The Vendors shall procure that the Land SPA is finalised and signed between Cordova and DBKL upon terms and conditions acceptable to the Purchaser (notwithstanding anything stipulated in the Offer); The Vendors shall procure that the Land SPA is finalised and signed between Cordova and DBKL upon terms and conditions acceptable to the Purchaser (notwithstanding anything stipulated in the Offer); (ii) The Vendors to procure all the conditions precedent in the Land SPA are duly fulfilled and the EPU s approval is obtained; (iii) The Vendors to procure that the issue document of title to the Land is issued with the following endorsements: (a) category of land use as Bangunan ; (b) express condition as Tanah ini hendaklah digunakan untuk pembangunan bercampur sahaja ; (c) restriction in interest as Tanah ini tidak boleh dipindakmilik, dipajak dan dicagar melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur ; and (ii) The Vendors to procure all the conditions precedent in the Land SPA are duly fulfilled and the EPU s approval is obtained; (iii) The Vendors to procure that the issue document of title to the Land is issued with the following endorsements: (a) category of land use as Bangunan ; (b) express condition as Tanah ini hendaklah digunakan untuk pembangunan bercampur sahaja ; (c) restriction in interest as Tanah ini tidak boleh dipindakmilik, dipajak dan dicagar melainkan dengan kebenaran Jawatankuasa Kerja Tanah Wilayah Persekutuan Kuala Lumpur ; and 4

5 Salient terms of the SSA (as announced on 3 July 2017) (d) leasehold land for a full 99-year period effectively from the date of its issuance; (iv) The Vendors shall ensure that the Land shall be free from all caveats, squatters, tenants, occupants, licencees, places of worship, burial grounds, encroachments, poultry farm, structures and/or any other encumbrances; and (v) The Vendors to procure that Cordova is registered as the proprietor of the Land under and pursuant to the Land SPA. The date on which all the Vendors Obligations are fully performed (unless otherwise waived by the Purchaser) shall be referred to as the Effective Date. In the event any of the Vendors Obligations is not performed within the Vendors Obligations Fulfilment Period, the Purchaser shall, at its sole and absolute discretion be entitled to: seek for the immediate refund from the Vendors of all payments paid towards the account of the Sale Shares Consideration, irrespective of whether such payments have been paid directly to the Vendors, whereupon the Vendors shall become immediately obliged to refund or cause to be refunded the same to the Purchaser and the Purchaser shall no longer be required to pay the remaining outstanding sums payable by the Purchaser to the Vendors under and pursuant to the SSA to the Vendors; or Salient terms of the SSA as replaced and varied by the Supplemental Agreement (d) leasehold land for a full 99-year period effectively from the date of its issuance; (iv) The Vendors shall ensure that the Land shall be free from all caveats, squatters, tenants, occupants, licencees, places of worship, burial grounds, encroachments, poultry farm, structures and/or any other encumbrances; (v) The Vendors to procure that Cordova is registered as the proprietor of the Land under and pursuant to the Land SPA; (vi) The Vendors shall procure that all the specified land(s) is ready to be delivered to Cordova in time to commence the construction of the Surau, Council Home and Badminton Academy; and (vii) The Vendors shall ensure that the land costs and/or land premiums as well as the construction costs for the Surau, Council Home and the Badminton Academy are finalised. The date on which all the Vendors Obligations are fully performed (unless otherwise waived by the Purchaser) shall be referred to as the Effective Date. In the event any of the Vendors Obligations is not performed within the Vendors Obligations Fulfilment Period, the Purchaser shall, at its sole and absolute discretion be entitled to: (ii) grant extension or extensions of time for the Vendors to perform the Vendors Obligations; or (iii) to the extent permitted by laws, to proceed with the SSA and waive the performance of any of the unperformed Vendors Obligations. 5 seek for the immediate refund from the Vendors of all payments paid towards the account of the Sale Shares Consideration, irrespective of whether such payments have been paid directly to the Vendors, whereupon the Vendors shall become immediately obliged to refund or cause to be refunded the same to the Purchaser and the Purchaser shall no longer be required to pay the remaining outstanding sums payable by the Purchaser to the Vendors under and pursuant to the SSA to the Vendors; or

6 Salient terms of the SSA (as announced on 3 July 2017) Salient terms of the SSA as replaced and varied by the Supplemental Agreement (ii) grant extension or extensions of time for the Vendors to perform the Vendors Obligations; or (iii) to the extent permitted by laws, to proceed with the SSA and waive the performance of any of the unperformed Vendors Obligations. Adjustment of Sale Shares Consideration The Sale Shares Consideration shall be adjusted, in the event that: the payment term of the balance of the Land Consideration (which is equivalent to 90% of the Land Consideration) shall be less 36 months from the date on which all the conditions precedent in the Land SPA are duly fulfilled and the EPU s Approval is obtained, whichever shall be the later, the Sale Shares Consideration shall be reduced by an amount calculated at the rate of RM425,000 per month multiplied by the difference in the number of months between 36 months and the number of months granted for the Land SPA payment term provided that the total sum to be reduced shall not in any event be greater than RM12,750,272. There shall be no adjustment to the Sale Shares Consideration in the event the number of months granted for the Land SPA payment term is greater than or equal to 36 months. Any deduction of Sale Shares Consideration shall be by way of adjusting the Fourth Payment (if the same has not been paid), the Fifth Payment 1, the Sixth Payment, the Seventh Payment and the Eighth Payment proportionately; and/or (ii) the total costs and/or contributions payable for the reconstruction and upgrading of the stadium badminton currently sitting on part of the Land ( Total Costs ) shall be: (a) in excess of RM25,000,000, the Sale Shares Consideration shall be reduced by a sum which is equivalent to the difference between the Total Costs and RM25,000,000, by way of reducing the Eighth Payment accordingly; or Adjustment of Sale Shares Consideration The Sale Shares Consideration shall be adjusted, in the event that: the payment term of the balance of the Land Consideration (which is equivalent to 90% of the Land Consideration) shall be less than 36 months from the date on which all the conditions precedent in the Land SPA are duly fulfilled and the EPU s Approval is obtained, whichever shall be the later, the Sale Shares Consideration shall be reduced by an amount calculated at the rate of RM425,000 per month multiplied by the difference in the number of months between 36 months and the number of months granted for the Land SPA payment term provided that the total sum to be reduced shall not in any event be greater than RM12,750,272. There shall be no adjustment of the Sale Shares Consideration in the event the number of months granted for the Land SPA payment term is greater than or equal to 36 months. Any deduction of Sale Shares Consideration shall be by way of adjusting the Fifth Payment 1, the Sixth Payment, the Seventh Payment and the Eighth Payment proportionately; and/or (ii) the total costs and/or contributions payable for the reconstruction and upgrading of the stadium badminton currently sitting on part of the Land (including all the construction costs, the land premium, professional fees, development charges, all development costs and all relevant costs in respect of Datuk Bandar s Return in Kind) ( Total Costs for Badminton Academy ) shall be in excess of RM25,000,000, the Sale Shares Consideration shall be reduced by a sum which 6

7 Salient terms of the SSA (as announced on 3 July 2017) (b) less than RM25,000,000, the Sale Shares Consideration shall be increased by a sum which is equivalent to the difference between RM25,000,000 and the Total Costs, by way of increasing the Eight Payment accordingly. Salient terms of the SSA as replaced and varied by the Supplemental Agreement is equivalent to the difference between the Total Costs for Badminton Academy and RM25,000,000, by way of reducing the Fifth Payment 1, the Sixth Payment, the Seventh Payment and the Eighth Payment proportionately. (iii) NLDSB and the Vendors agree, in the event that: (a) the Purchaser and/or Cordova is required to pay the land costs and/or the land premium in respect of the land(s) for Datuk Bandar s Return in Kind, the Sale Shares Consideration shall be reduced by a sum which is equivalent to such land costs and/or such land premium payable for any of the land(s), by way of reducing the Fifth Payment 1, the Sixth Payment, the Seventh Payment and the Eighth Payment proportionately; and/or (b) the agreed total costs and/or contributions to be borne by Cordova to complete the design and the construction of the Surau and the Council Home (including all the construction costs, the land premium, professional fees, development charges, all development costs and all other relevant costs in respect of Datuk Bandar s Return in Kind) ( Total Costs for Surau and Council Home ) shall exceed RM15,000,000, the Sale Shares Consideration shall be reduced by a sum which is equivalent to the difference between the Total Costs for Surau and Council Home and RM15,000,000 by way of reducing the Fifth Payment 1, the Sixth Payment, the Seventh Payment and the Eighth Payment proportionately. Default No change Save as disclosed above, there are no other material amendments to the SSA as varied by the Supplemental Agreement. 7

8 4.0 LIABILITIES TO BE ASSUMED Apart from the Purchaser s covenant and undertaking and the Bank Guarantees to be issued as security for performance of the Purchaser s covenant and undertaking as set out in Section above, there is no other liability, including contingent liability and guarantee to be assumed by Mah Sing arising from the Proposed Land Acquisition and the Variation. 5.0 APPROVALS REQUIRED The Proposed Land Acquisition is subject to obtaining the EPU s approval and the State Authority s Consent. Save for the above, the Proposed Land Acquisition and the Variation are not subject to the shareholders approval of Mah Sing or any regulatory authorities approval. 6.0 ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Land Acquisition is expected to be completed by the first quarter of INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of Mah Sing and/or persons connected to them have any interests, direct or indirect, in the Proposed Land Acquisition and the Variation. 8.0 DIRECTORS RECOMMENDATION The Board of Mah Sing, having considered all aspects of the Proposed Land Acquisition and the Variation, is of the opinion that the Proposed Land Acquisition and the Variation are in the best interest of the Group. 9.0 DOCUMENTS AVAILABLE FOR INSPECTION The Land SPA and Supplemental Agreement are available for inspection at the registered office of the Company at Penthouse Suite 1, Wisma Mah Sing, No. 163 Jalan Sungai Besi, Kuala Lumpur, during normal business hours from Mondays to Fridays (except for public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 30 August