Date : 30 June 2016

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB") I. PROPOSED DISPOSAL; AND II. PROPOSED SUBSCRIPTION (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

MALAYSIAN RESOURCES CORPORATION BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB")

I.	PROPOSED DISPOSAL; AND

II.	PROPOSED SUBSCRIPTION

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

On 3 December 2015, MRCB had announced that 348 Sentral Sdn Bhd (“348 Sentral”), a wholly-owned subsidiary of MRCB, had entered into a Heads of Agreement (“HOA”) with Maybank Trustees Berhad (“MTB”), acting solely in the capacity as trustee for MRCB-Quill REIT (“MQ REIT”), for the proposed disposal of a 33-storey office tower known as “Menara Shell” together with a five (5)-storey podium and four (4)-storey basement car park bearing postal address of No. 211, Jalan Tun Sambanthan, 50470 Kuala Lumpur, Wilayah Persekutuan, Malaysia and erected on part of the freehold land held under the master title of Geran 40094, Lot 348, Section 72, Town and District of Kuala Lumpur, Federal Territory of Kuala Lumpur, Malaysia (“Land”) (“Proposed Disposal”).

For information purposes, 348 Sentral had developed and erected a 33-storey office tower known as “Menara Shell” and a 21-storey service apartment known as “Ascott Sentral Kuala Lumpur” together with a five (5)-storey podium and four (4)-storey basement car park, on the Land.

On 3 March 2016, MRCB had announced that the parties to the HOA had vide an extension letter dated 3 March 2016 extended the cut-off date for the execution of the Sale and Purchase Agreement (“SPA”) in relation to the Proposed Disposal to 15 April 2016 (“Cut-Off Date”).

On 12 April 2016, MRCB had announced that the Cut-Off Date for the execution of the SPA had been further extended to 30 May 2016 via a second extension letter dated 12 April 2016 (“Second Extension Letter”), to facilitate the submission of an application for a certificate of proposed strata plan (“CPSP Application”) by 348 Sentral to subdivide Menara Shell and Ascott Sentral Kuala Lumpur where both buildings are currently held under the master title of Geran 40094, Lot 348, Section 72, Town and District of Kuala Lumpur, Federal Territory of Kuala Lumpur, Malaysia, in accordance with the Strata Titles Act 1985. As provided for in the Second Extension Letter, in the event 348 Sentral is unable to submit the CPSP Application by 30 May 2016, the Cut-Off Date shall be automatically extended by a further 30 business days. As the CPSP Application has yet to be submitted, the Cut-Off Date has been automatically extended to 14 July 2016.

On behalf of the Board of Directors of MRCB, RHB Investment Bank Berhad wishes to announce that 348 Sentral had on 30 June 2016, entered into a conditional SPA with MTB for the Proposed Disposal for a total cash consideration of RM640 million.

On 30 June 2016, MQ REIT had announced that it is proposing to undertake the proposed placement of up to 406,666,667 new Units (“Placement Units”) at an issue price to be determined by way of bookbuilding (“Proposed Placement”). MRCB, being a major unitholder of MQ REIT, had vide its letter dated 30 June 2016, given an undertaking to subscribe for such number of Placement Units with an aggregate value of no less than RM110 million but up to RM152 million under the Proposed Placement, subject to certain conditions as set out in Section 2.2 of the announcement as attached below (“Proposed Subscription”). For the avoidance of doubt, in view that MRCB is a major unitholder of MQ REIT, it will not participate in the bookbuilding exercise in relation to the Proposed Placement and shall not influence the manner in which the book builds or the determination of the issue price of the Placement Units. MRCB shall accept the final price for its Placement Units as determined by the bookbuilding exercise and announced by MQ REIT on Bursa Securities.

Further details of the Proposals are set out in the attachment below.




Please refer attachment below.



Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 30 Jun 2016
Category General Announcement for PLC
Reference Number GA1-30062016-00017