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 |
Type | Announcement | ||||||||||||||
Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS | ||||||||||||||
Description | 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”) | ||||||||||||||
Unless otherwise stated, definitions used in this Announcement shall carry the same meanings as those defined in the announcements dated 24 July 2012, 2 August 2012 and 3 September 2012 in relation to the Proposals.
In relation to the conditions precedent to be fulfilled by the Vendor and the Company, the following new clause is hereby inserted:- Clause 3.1.3(iii)(c):- The receipt of the letter of authorisation from PHSB, authorizing TH PELITA Simunjan to develop the State Land of eight thousand nine hundred and twelve point nine (8,912.9) hectares, more or less, surrounding the Kepayang-Semalatong, Samarahan Division (“Kepayang-Semalatong State Land”). In relation to the joint obligations and responsibilities, the following clauses are hereby amended:-
In relation to the joint obligations and responsibilities, the following new clauses are hereby inserted:- Clause 10.1.1(iii):- The receipt of the remaining principal deed and the trust deed, which have not been procured by PHSB, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the remaining of the NCR Owners, within the Beladin-Meludam Land by TH PELITA Beladin. Clause 10.1.2(iii):- The receipt of the remaining principal deed and the trust deed, which have not been procured by PHSB, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the remaining NCR Owners, within the development of the Kepayang-Semalatong NCR Land by TH PELITA Simunjan. 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 clauses have 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 15 October 2012. |
Announcement Info
Company Name | TH PLANTATIONS BERHAD |
Stock Name | THPLANT |
Date Announced | 15 Oct 2012 |
Category | General Announcement |
Reference No | MI-121015-67253 |