Date : 08 August 2016

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MALAYSIAN RESOURCES CORPORATION BERHAD (MRCB OR COMPANY) PROPOSED SUBSCRIPTION OF 700,000 NEW ORDINARY SHARES OF RM1.00 EACH, REPRESENTING 70% EQUITY INTEREST IN KWASA SENTRAL SDN BHD (FORMERLY KNOWN AS KWASA DEVELOPMENT (2) SDN BHD) ("KWASA SENTRAL"), A SPECIAL PURPOSE VEHICLE INCORPORATED TO UNDERTAKE THE MIXED DEVELOPMENT OF 64.07 ACRES OF LAND TO BE A TOWN CENTRE OF THE PROPOSED KWASA DAMANSARA TOWNSHIP FOR A SUBSCRIPTION PAYMENT OF RM816,614,180 IN CASH ("PROPOSED SUBSCRIPTION")

MALAYSIAN RESOURCES CORPORATION BERHAD

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

PROPOSED SUBSCRIPTION OF 700,000 NEW ORDINARY SHARES OF RM1.00 EACH, REPRESENTING 70% EQUITY INTEREST IN KWASA SENTRAL SDN BHD (FORMERLY KNOWN AS KWASA DEVELOPMENT (2) SDN BHD) ("KWASA SENTRAL"), A SPECIAL PURPOSE VEHICLE INCORPORATED TO UNDERTAKE THE MIXED DEVELOPMENT OF 64.07 ACRES OF LAND TO BE A TOWN CENTRE OF THE PROPOSED KWASA DAMANSARA TOWNSHIP FOR A SUBSCRIPTION PAYMENT OF RM816,614,180 IN CASH ("PROPOSED SUBSCRIPTION")

(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcement dated 14 August 2014 in relation to the Proposed Subscription)

1. INTRODUCTION

We refer to the announcements dated 14 August 2014, 4 November 2014 and 12 February 2015 and the Circular to shareholders dated 16 January 2015 in relation to the Proposed Subscription.

On behalf of the Board of Directors of MRCB, Maybank Investment Bank Berhad wishes to announce that MRCB, Kwasa Land and Kwasa Sentral had on 8 August 2016 entered into a supplemental shareholders’ agreement (“Supplemental Shareholders’ Agreement”) to vary certain terms of the Shareholders’ Agreement. 

2. SALIENT TERMS OF THE SUPPLEMENTAL SHAREHOLDERS’ AGREEMENT

2.1        Extension of Conditional Period

The Conditional Period shall be extended to 13 November 2016.

2.2        Unconditional Date

The Unconditional Date will be a suitable date to be mutually agreed between the Parties (which shall be a date falling within six (6) months after the date of fulfilment of the Conditions Precedent).

The amendment under Section 2.2 of this Announcement will provide MRCB the flexibility to finalise its financing arrangements to satisfy the Balance Subscription Payment closer to the Unconditional Date. Save for the above, all provisions of the Shareholders’ Agreement shall remain the same and be in full force and effect as between the Parties.

3. OTHER MATTERS

As at the date of this Announcement, save for the approval of the shareholders of MRCB for the Proposed Subscription which had been obtained on 12 February 2015, the remaining Conditions Precedent have yet to be fulfilled.

As a result of the Supplemental Shareholders’ Agreement, the Proposed Subscription is expected to be completed by the second (2nd) quarter of 2017.

This Announcement is dated 8 August 2016.






Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 08 Aug 2016
Category General Announcement for PLC
Reference Number GA1-05082016-00078