Bursa Announcement

Reference is made to the Company’s announcement on 5 August 2011 in relation to the Sale and Purchase Agreement dated 5 August 2011 (“Sale and Purchase Agreement”) for the acquisition of two (2) pieces of freehold land under GRN 83570, Lot No. 1379, Mukim 15, Daerah Seberang Perai Tengah measuring approximately 7.2989 hectares and GM 3282, Lot No. 14344, Mukim 15, Daerah Seberang Perai Tengah, Negari Pulau Penang measuring approximately 4,625 square metres (hereinafter referred to as “the Land”). The Board of Directors of AEON wishes to announce that the Company and DNP Land Sdn. Bhd. (hereinafter referred as “Vendor”) has on 23 May 2014 entered into a Supplemental Agreement (“Supplemental Agreement”) to vary, amend, modify or alter certain provisions, terms, and conditions of the Sale and Purchase Agreement following the amalgamation of the Land.

A separate document of title of the Land has been issued and is held under No. H.S.(D) 59864 No. PT Lot 30908, Mukim 15, Daerah Seberang Perai Tengah, Negeri Pulau Pinang measuring approximately of 72,937.00 square metres or 785,087.33 square feet (hereinafter referred to as “Sale Property”).

Following the amalgamation of the Land, the size of the Sale Property has been reduced by 50,349.91 square feet and the purchase price is therefore adjusted accordingly at the rate of RM60.00  per square feet and reduced from Ringgit Malaysia Fifty Million One Hundred Twenty Six Thousand Two Hundred Thirty Four and Sen Forty (RM50,126,234.40) to Ringgit Malaysia Forty Seven Million One Hundred Five Thousand Two Hundred Thirty Nine and Sen Eighty (RM47,105,239.80) (“Revised Purchase Price”).

2.  Salient terms and conditions of Supplemental Agreement 

The salient terms and conditions of the Supplemental Agreement include, among others, the following:-

2.1 Prior to the execution of the Supplemental Agreement, the Company has paid the RM7,004,252.28 (hereinafter referred as “Reduced Third Payment”) to the Vendor’s solicitors as a stakeholder.

2.2      The Transfer Documents have been delivered to the Company prior to the execution of the Supplemental Agreement.

2.3      Upon execution of the Supplemental Agreement, the parties shall proceed to complete the transfer of Sale Property whereupon:-

2.3.1 the Company shall present the Memorandum of Transfer  based on the Revised Purchase Price for stamp duty adjudication and upon the receipt of the assessment of the stamp duty payable, stamp and proceed to register the Memorandum of Transfer with the relevant land office/registry;

2.3.2 the Vendor shall execute and deliver to the Company a Corporate Guarantee in the form and substance of the Corporate Guarantee as a guarantee to complete the Vendor’s obligation pursuant to the Supplemental Agreement; and

2.3.3 the Vendor’s solicitors are directed to release to the Vendor the Reduced Third Payment, the Fourth Payment and the Final Payment together with the accrued interest thereon to the Vendor upon the completion date in the Sale and Purchase Agreement.

2.4 The Vendor shall, at its own costs and expenses, apply for and on behalf of the Company for the issuance of a new title to the Sale Property in order to reflect the actual boundary and the size of area of the Sale Property.

2.5 The Company undertakes to execute all such documents and do all such acts and deeds as may be necessary to enable the Vendor to apply for and obtain the issuance of the new title, at the cost and expense of the Vendor.  

2.6 The Vendor shall pay such fee prescribed under the National Land Code or such other fees required by the relevant authorities and submit a plan showing the details of the new size of area of the Sale Property to the relevant authorities for the issuance of a new document of title.

2.7 The Vendor shall indemnify the Company against all losses, claims, damages and costs suffered by the Company resulting from the breach of warranties, covenants or non-performance of the Vendor under the Supplemental Agreement.

2.8 The Vendor shall return to the Company any amount of the New Revised Purchase Price paid in excess by the Company based on the Final Purchase Price upon issuance of the new title.

2.9 The Vendor shall pay to the Company the difference between the stamp duty paid based on the Revised Purchase Price and the stamp duty calculated based on the Final Purchase Price and the difference between the registration fee for the presentation of the Transfer of the Revised Purchase Price and the Final Purchase Price upon issuance of the new title.

2.10 The Vendor shall ensure the proprietorship and the interest of the Company on the Sale Property to remain intact upon the issuance of the new title.

3. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Supplemental Agreement is available for inspection at the registered office of AEON at 3^rd Floor, AEON Taman Maluri Shopping Centre, Jalan Jejaka, Taman Maluri, Cheras, 55100 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 23 May 2014.