SUNWAY BERHAD ( SUNWAY ) 1) SUBSCRIPTION AND SHAREHOLDERS AGREEMENT BETWEEN SUNGLOBAL RESOURCES SDN BHD, SUNWAY CITY SDN BHD AND HUATLAND DEVELOPMENT SDN BHD 2) PROPOSED ACQUISITION OF LAND BY SUNGLOBAL RESOURCES SDN BHD 1. INTRODUCTION The Board of Directors of Sunway wishes to announce that Sunway City Sdn Bhd ( SCSB ) which is a wholly-owned subsidiary of Sunway, has on 16 August 2017, entered into a Subscription and Shareholders Agreement ( SSA ) with Huatland Development Sdn Bhd ( Huatland ) and Sunglobal Resources Sdn Bhd ( JVCo ), a wholly-owned subsidiary of SCSB, for the purpose of establishing a joint venture via the JVCo to jointly carry out and undertake a proposed mixed development project on a freehold land held under No. Hakmilik H.S.(M) 73476, Lot 30353 in Mukim Setapak, Daerah Kuala Lumpur, Negeri Wilayah Persekutuan measuring approximately 17,578 square meters ( the Land ) as well as to regulate the relationship between SCSB and Huatland as the shareholders of the JVCo ( Proposed Joint Venture ). The JVCo has also on even date, entered into a Sale and Purchase Agreement ( SPA ) with Setapak Heights Development Sdn Bhd ( Vendor ) for the acquisition of the Land free from encumbrances and with vacant possession for a total purchase consideration of RM51,070,000/- (excluding Goods and Services Tax) ( Proposed Land Acquisition ). 2. INFORMATION ON SCSB, JVCO, VENDOR AND HUATLAND 2.1 SCSB SCSB is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan. The issued and paid-up capital of SCSB are RM251,447.14 comprising 250,000 ordinary shares and 144,714 non-convertible non-cumulative redeemable preference shares. The principal activity of SCSB is investment holding. 2.2 JVCo JVCo is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan. The issued and paid-up capital of JVCo is RM1/- comprising 1 ordinary share. The intended principal activity of the JVCo is property development. 2.3 Vendor Vendor is a company incorporated in Malaysia and having its registered office at 332A-18, 18th Floor, Plaza Ampang City, Jalan Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan. The issued and paid-up capital of the Vendor is RM5,000,010/- comprising 5,000,010 ordinary shares. The principal activity of the Vendor is property development. 2.4 Huatland Huatland is a company incorporated in Malaysia and having its registered office at 332A-19, 19th Floor, Plaza Ampang City, Jalan Ampang, 50450 Kuala Lumpur, Wilayah Persekutuan. The issued and paid-up capital of Huatland is RM50,000,000/- comprising 50,000,000 ordinary shares. The principal activities of Huatland are property development and investment.
3. SALIENT TERMS OF THE SSA AND SPA 3.1 SSA SCSB, Huatland and JVCo have entered into the SSA to regulate the rights of SCSB and Huatland as shareholders of the JVCo and to undertake the Proposed Joint Venture. The salient terms of the SSA are as follows: (a) Under the Proposed Joint Venture, SCSB and Huatland shall subscribe for the following shares for cash in the share capital of the JVCo: Shareholders Number of Ordinary Shares Number of Redeemable Preference Shares Shareholding Ratio SCSB *275,000 8,151,550 55%* Huatland 225,000 6,669,450 45% Total 500,000 14,821,000 100% Note * Include 1 ordinary share currently held by SCSB in the JVCo. (b) (c) SCSB and Huatland shall be entitled to nominate and appoint 3 directors and 2 directors respectively in the JVCo. SCSB shall nominate the Chairman of the Board. 3.2 SPA Pursuant to the SPA, the JVCo will acquire the Land from the Vendor free from encumbrances and with vacant possession for a total purchase consideration of RM51,070,000/- (excluding Goods and Services Tax) ( Purchase Price ). The completion of the sale and purchase of the Land shall be conditional upon the following conditions precedent ( Conditions Precedent ) being fulfilled or obtained or waived by mutual agreement of the parties by 3 months from the date of the SPA or such extended date as the parties may mutually agree: (a) (b) The Vendor having obtained a revised development order or development approval in its name with an approved plot ratio of not less than 5.0 times and the Vendor having provided the documentary evidence that all premium and development charges in respect of such revised development order or development approval have been fully settled; and The Vendor and the JVCo having successfully registered with the Royal Malaysian Customs Department as a Goods and Services Tax registrant. The Purchase Price shall be satisfied by the JVCo on or before the completion date to the Vendor s solicitors as stakeholders i.e. 1 month after the Conditions Precedent have been fulfilled or obtained or waived, or such other extended date as the parties may mutually agree. 4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION FOR THE PROPOSED LAND ACQUISITION The Purchase Price has been agreed on a willing buyer willing seller basis and is calculated based on a rate of RM270 per square foot for the total land area of 4.34 acres. The Purchase Price was arrived at after taking into account the development potential of the Land and Sunway s required internal rate of return.
5. LIABILITIES TO BE ASSUMED There are no liabilities (including contingent liabilities and guarantees) to be assumed by Sunway arising from the Proposed Land Acquisition and Proposed Joint Venture. 6. INFORMATION ON THE LAND AND THE PROPOSED DEVELOPMENT The proposed development on the Land ( Proposed Development ) will comprise mainly serviced apartments with some lifestyle retail units. The estimated gross development value of the Proposed Development is RM500 million. The entire development is expected to be developed within a 5-year development period. 7. RATIONALE The Proposed Land Acquisition will add 4.34 acres of freehold land in Kuala Lumpur to Sunway s land bank, providing further visibility to the future earnings of the Group. The Land is strategically located in the rapidly developing area of Wangsa Maju, which is less than 8 km from Kuala Lumpur City Center, and within 1.5 km of amenities like Wangsa Walk Mall and Aeon Big Wangsa Maju. Preliminary development approvals have been obtained for the Land with a plot ratio of 5. Although the JVCo may modify the product mix approved, the development on the Land is expected to be launch ready by the second half of 2018. The ability to launch this project early would improve the internal rate of return of the Proposed Development. The Proposed Development will have products with average pricing of approximately RM550,000 which would fulfill the needs of affordable housing customers. This will complement Sunway s range of offerings which currently do not have many products in this price segment. 8. PROSPECTS Wangsa Maju is becoming a hub for affordable, high rise residential developments. Its popularity stems from its proximity to the Kuala Lumpur city center which is highly valued by office workers working in the city center. The Kelana Jaya LRT line which runs through Wangsa Maju has stations in Wangsa Maju and Sri Rampai respectively and transports passengers to KLCC within 30 minutes. The Sri Rampai LRT station is located just 850 meters from the Land. In terms of accessibility, the Land also has easy access to and from the DUKE, AKLEH and MRR2 highways. From amenities perspective, it is in the vicinity of major shopping malls like Melawati Mall and Setapak Central, hospitals like Gleneagles Medical Center and Columbia Asia Setapak as well as the Tunku Abdul Rahman University College. Based on the above, Sunway believes that the Proposed Development will be attractive to the potential buyers. 9. FEASIBILITY STUDY A feasibility study was conducted by Sunway prior to the entering of the SSA. The preliminary feasibility was based on a development comprising mainly serviced apartments with an estimated gross development value of approximately RM500 million. Based on the results of the study, the management of Sunway is of the view that the project financials meet the internal investment hurdle rate for Sunway to proceed with the Proposed Land Acquisition.
10. RISK FACTORS The Proposed Land Acquisition and Proposed Development are subject to the risks inherent in the property development and construction industries, which include but are not limited to competition risks, unstable global and domestic economic conditions, currency fluctuations, unfavourable interest rate movements, inflation hike, shortages of raw materials and labour, increase in the cost of capital, political instability, changes in government initiatives, changes in statutory regulations and legal disputes. Sunway, with many years of experience in the business of property development and construction, will take the necessary steps to mitigate the various risks identified. However, no assurance can be given that significant changes in any of these factors will not materially affect Sunway s operations and financial performance. 11. SOURCE OF FUNDS The Proposed Land Acquisition and Proposed Joint Venture will be funded through bank borrowings and/or internally generated funds.. 12. EFFECTS OF THE PROPOSED LAND ACQUISITION AND PROPOSED JOINT VENTURE 12.1 On Share Capital and Substantial Shareholders Shareholding The Proposed Land Acquisition and Proposed Joint Venture will not have any effect on the share capital and substantial shareholders' shareholding of Sunway as they do not involve any allotment or issuance of new shares by Sunway. 12.2 On Earnings Per Share, Net Assets Per Share and Gearing The Proposed Land Acquisition and Proposed Joint Venture are not expected to have any immediate material effect on the earnings per share, net assets per share and gearing of Sunway for the financial year ending 31 December 2017. However, the Proposed Land Acquisition is expected to contribute positively to the future earnings of Sunway Group. 13. APPROVAL REQUIRED The Proposed Land Acquisition and Proposed Joint Venture do not require approval from the shareholders of Sunway or any relevant authorities. 14. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS Insofar as the Directors are aware, none of the directors or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Proposed Land Acquisition and Proposed Joint Venture. 15. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors of Sunway is of the opinion that the Proposed Land Acquisition and Proposed Joint Venture are in the best interests of Sunway Group. 16. ESTIMATED TIMEFRAME FOR COMPLETION OF THE PROPOSED LAND ACQUISITION AND PROPOSED JOINT VENTURE Barring any unforeseen circumstances and subject to the approval of the relevant authorities and fulfillment of the Conditions Precedent, the Proposed Land Acquisition and Proposed Joint Venture are expected to be completed by end of 2017.
17. DOCUMENTS AVAILABLE FOR INSPECTION The SPA and SSA are available for inspection at the registered office of Sunway at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 47500 Subang Jaya, Selangor Darul Ehsan during normal business hours (9.00 a.m. to 6.00 p.m.) from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement. This announcement is dated 16 August 2017.