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Bursa Announcements

Date : 15 October 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 2012, 2 August 2012 and 3 September 2012 in relation to the Proposals.

We refer to the announcements dated 24 July 2012, 2 August 2012 and 3 September 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 conditions precedent to be fulfilled by the Vendor and the Company, the following clauses are hereby amended:-

As announced

Amendments

Section 2.1.1(iii)(b)(bb):-

the receipt of the trust agreement to reflect or evidence the appointment of PHSB as the trustee for and on behalf of the natives, who are in occupation of and having the native customary rights (“NCR”) over the land (“NCR Owners”) for the development of all that parcel of land of TH PELITA Beladin into an oil palm plantation located at Beladin-Meludam Block, Lower Saribas, with a gross area of one thousand five hundred and seventy seven (1,577) hectares, more or less (“Beladin-Meludam Land”).

 

Amended wordings to be read as follows:-

The receipt of the principal deed and the trust deed, to reflect or evidence the appointment of PHSB, as the trustee, for and on behalf of the majority of the NCR Owners, within the development of the plantable area of the oil palm plantation as at 30th June 2012, at Beladin Meludam Block, Lower Saribas (“Beladin-Meludam Land”) by TH PELITA Beladin.

Section 2.1.1 (iii)(c)(bb):-

the receipt of the trust agreement to reflect or evidence the appointment of PHSB as the trustee for and on behalf of the NCR Owners for the development of the land by TH PELITA Simunjan into an oil palm  plantation located at Kepayang-Semalatong, Samarahan Division, with a  gross area of nine thousand six hundred and twenty nine point  six (9,629.6)  hectares, more or less (“Kepayang-Semalatong Land”).

 

Amended wordings to be read as follows:-

The receipt of the principal deed and the trust deed, to reflect or evidence the appointment of PHSB, as the trustee for and on behalf of the majority of the NCR Owners, within the development of the plantable area of the oil palm plantation as at 30th June 2012, at Kepayang-Semalatong NCR Land, Samarahan Division (“Kepayang-Semalatong NCR  Land”).

Section 2.1.2:-

It is hereby agreed that the Conditions Precedent shall be fulfilled before the expiry of three (3) months from the date of the SSA or such other date(s) as the parties may agree in writing (“CP Compliance Date”). The parties shall, upon such satisfaction of the conditions precedent, give a written notice and relevant supporting documents, evidencing the compliance of such conditions precedents to the other party.

Amended wordings to be read as follows:-

It is hereby agreed that the Conditions Precedent shall be fulfilled before the expiry of five (5) months from the date of the SSA or such other date(s) as the parties may agree in writing (“CP Compliance Date”). The parties shall, upon such satisfaction of the conditions precedent, give a written notice and relevant supporting documents, evidencing the compliance of such conditions precedents to the other party.


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:-

As announced

Amendments

Section 2.2.2(a):-

The issuance of the provisional lease by the Land and Survey Department for the Kepayang-Semalatong Land developed by TH PELITA Simunjan; and

Amended wordings to be read as follows:-

The issuance of the provisional lease by the Land and Survey Department for the Kepayang-Semalatong State Land and the Kepayang-Semalatong NCR Land under the development area by TH PELITA Simunjan or any other nominated company by the Purchaser; and

Section 2.2.2(b):-

The gazette and publication of the Kepayang-Semalatong Land as the NCR development area under the Ordinance.

Amended wordings to be read as follows:-

The publication of gazette for the Kepayang-Semalatong State Land and Kepayang-Semalatong NCR Land as a development area under the Ordinance.


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 NameTH PLANTATIONS BERHAD  
Stock Name THPLANT    
Date Announced15 Oct 2012  
CategoryGeneral Announcement
Reference NoMI-121015-67253
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