We refer to the previous announcements made by RHB Investment Bank Berhad on behalf of the Board in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Proposals.
On 27 February 2014, the Company had announced that with regards to the legal action instituted by PKNS against NGD and MRCB vide Kuala Lumpur High Court No. 22NCC-438-06/2013 (“Suit”), for amongst others, an order to restrain NGD and MRCB from implementing and performing the NGD SSA, and to compel NGD to sell its 70% equity interest in P.J Sentral to PKNS, the Kuala Lumpur High Court had on 27 February 2014 dismissed PKNS’ claim against NGD and MRCB and allowed NGD’s counterclaim, and ordered PKNS to pay NGD costs of RM100,000 and to pay MRCB costs of RM50,000.
On 10 March 2014, the Company had announced that MRCB was served with a Notice of Appeal by the solicitors of PKNS to appeal against the decision made by the Kuala Lumpur High Court on 27 February 2014. Subsequently, the Company announced on 17 March 2014 that the Kuala Lumpur High Court had granted an Erinford Injunction to PKNS until 16 April 2014 to restrain MRCB and NGD from taking any action or steps to perform or implement the Acquisition of 70% of P.J Sentral pending the hearing and final disposal of PKNS’ appeal to the Court of Appeal. On 16 April 2014, the Company announced that the hearing of the Suit together with PKNS’ injunction appeal against NGD was adjourned to 23 June 2014 (“Hearing Date”) and accordingly the Erinford Injunction against NGD only has also been extended to the Hearing Date.
RHB Investment Bank, on behalf of the Board, wishes to announce that the Company together with NGD, have on 20 June 2014 entered into a settlement agreement with PKNS to resolve all disputes, conflicts, differences, claims and complaints against each other arising directly or indirectly from the NGD SSA, the Suit and the pending appeals in the Court of Appeal and all ancillary issues in connection therewith (“Settlement Agreement”) (“Settlement”).
In conjunction with the Settlement Agreement, MRCB has also entered into a share sale agreement with PKNS for the acquisition of the 30% equity interest in P.J Sentral held by PKNS (“Proposed Acquisition of 30% of P.J Sentral”) for a cash consideration of RM85,300,000 (“PKNS SSA”). For information purposes, the shareholders of MRCB had approved the Proposed Acquisition of 30% of P.J Sentral at the EGM held on 20 June 2013 and the PKNS SSA contains amended terms as compared to the terms of the Proposed Acquisition of 30% of P.J Sentral which were tabled to the shareholders of MRCB in connection with such approval.
Simultaneous with the execution of the Settlement Agreement, P.J Sentral and PKNS have entered into a development agreement for the purposes of granting development rights to PKNS over the development of a building identified as Tower 2 which is to be constructed/developed on a parcel of development land held by P.J Sentral (“Development Rights”) at an agreed value of RM91,119,462.27.
Further details on the Settlement, the Proposed Acquisition of 30% of P.J Sentral and the granting of Development Rights are set out in the attachments below.
This announcement is dated 20 June 2014.
