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Bursa Announcements

Date : 03 September 2012

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS TH PLANTATIONS BERHAD (“THP” OR THE “COMPANY”) (I) PROPOSED ACQUISITIONS OF THE ENTIRE EQUITY INTEREST IN TH LADANG (SABAH & SARAWAK) SDN BHD AND 70% EQUITY INTEREST IN TH BAKTI SDN BHD FOR AN AGGREGATE PURCHASE CONSIDERATION OF RM535,640,000 (“PROPOSED ACQUISITIONS”); (II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THP FROM THE EXISTING RM350,000,000 COMPRISING 700,000,000 ORDINARY SHARES OF RM0.50 EACH IN THP (“THP SHARES”) TO RM500,000,000 COMPRISING 1,000,000,000 THP SHARES (“PROPOSED IASC”); AND (III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THP (“PROPOSED AMENDMENTS”) (THE PROPOSED ACQUISITIONS, PROPOSED IASC AND PROPOSED AMENDMENTS ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

TH PLANTATIONS BERHAD

TypeAnnouncement
SubjectTRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
DescriptionTH PLANTATIONS BERHAD (“THP” OR THE “COMPANY”)

(I) PROPOSED ACQUISITIONS OF THE ENTIRE EQUITY INTEREST IN TH LADANG (SABAH & SARAWAK) SDN BHD AND 70% EQUITY INTEREST IN TH BAKTI SDN BHD FOR AN AGGREGATE PURCHASE CONSIDERATION OF RM535,640,000 (“PROPOSED ACQUISITIONS”);

(II) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF THP FROM THE EXISTING RM350,000,000 COMPRISING 700,000,000 ORDINARY SHARES OF RM0.50 EACH IN THP (“THP SHARES”) TO RM500,000,000 COMPRISING 1,000,000,000 THP SHARES (“PROPOSED IASC”); AND

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THP (“PROPOSED AMENDMENTS”)

(THE PROPOSED ACQUISITIONS, PROPOSED IASC AND PROPOSED AMENDMENTS ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Unless otherwise stated, definitions used in this Announcement shall carry the same meanings as those defined in the announcements dated 24 July 2012and 2 August 2012 in relation to the Proposals.

We refer to the announcements dated 24 July 2012 and 2 August 2012 on the Proposals. On behalf of the Board, RHB Investment Bank wishes to announce that the Company and the Vendor have mutually agreed to amend certain salient terms in the SSA as announced on 2 August 2012 (“Amendments”).

In relation to the condition precedent to be fulfilled by the Vendor and the Company, the following Clause is amended:-

As announced on 2 August 2012

Amendments

Section 2.1.1(iii)(a):

The issuance of the provisional lease by the Land and Survey Department for the Gedong palm oil mill owned and operated by TH PELITA Gedong.

Amended wordings to be read as follows:-

The approval by the Ministry of Resource Planning and Environment and/or other relevant authorities, for the alienation of the land alongside Lot 166, Block 5 of Melikin Land District, where the Gedong palm oil mill, owned and operated by TH PELITA Gedong is located.

 In relation to the Purchase Consideration, the following Clause is amended:- 

As announced on 2 August 2012

Amendments

Section 2.3.2(a):

Notwithstanding the foregoing, the Purchase Consideration is subject to:-

WTW, assessing the valuation and substantiating the appraisal of the market value of THLSS Group assets and THB assets in its valuation report as at 30th June 2012 as approved by the SC.

Amended wordings to be read as follows:-

WTW, assessing the valuation and substantiating the appraisal of the market value of THLSS Group assets and THB assets  in its valuation report as at 30th June 2012.


Save for the above, all the terms and conditions of the SSA shall remain in full force and effect and shall be read, construed and enforceable as if the Amendments herein contained were inserted by way of addition as the case may be and the amended Clause has originally formed part of the SSA.

In the event of any inconsistency between the provisions of the SSA and the Amendments, the amended provisions contained herein shall prevail and supersede such provisions of the SSA.  Other than the Amendments, all other terms and conditions of the SSA shall continue to have full force and effect. 


This Announcement is dated 3 September 2012.



Announcement Info

Company NameTH PLANTATIONS BERHAD  
Stock Name THPLANT    
Date Announced3 Sept 2012  
CategoryGeneral Announcement
Reference NoMI-120903-47398
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