Date : 09 May 2017

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB" OR "COMPANY") SUBSCRIPTION OF 700,000 NEW ORDINARY SHARES, REPRESENTING 70% EQUITY INTEREST IN KWASA SENTRAL SDN BHD ("KWASA SENTRAL"), A SPECIAL PURPOSE VEHICLE INCORPORATED TO UNDERTAKE THE MIXED DEVELOPMENT OF THE PROPOSED KWASA DAMANSARA TOWNSHIP ("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")

SUBSCRIPTION OF 700,000 NEW ORDINARY SHARES, REPRESENTING 70% EQUITY INTEREST IN KWASA SENTRAL SDN BHD ("KWASA SENTRAL"), A SPECIAL PURPOSE VEHICLE INCORPORATED TO UNDERTAKE THE MIXED DEVELOPMENT OF THE PROPOSED KWASA DAMANSARA TOWNSHIP ("SUBSCRIPTION")

(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcements dated 14 August 2014 and 8 August 2016 in relation to the Subscription)

1.         INTRODUCTION

We refer to the announcements dated 14 August 2014, 4 November 2014, 12 February 2015, 8 August 2016 and 11 November 2016 in relation to the 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 9 May 2017 entered into a second supplemental shareholders’ agreement (“2nd Supplemental Shareholders’ Agreement”) to vary certain terms of the Shareholders’ Agreement and Supplemental Shareholders’ Agreement. 

2.         SALIENT TERMS OF THE 2ND SUPPLEMENTAL SHAREHOLDERS’ AGREEMENT

2.1        Balance Subscription Payment

The Balance Subscription Payment to be payable in full upon the Unconditional Date shall be RM737,884,262.80 as the MX-1 Land size is now 64.300 acres pursuant to the Subdivision and the number of ordinary shares to be issued by Kwasa Sentral remained unchanged at 630,000 ordinary shares.  

2.2        Unconditional Date

The Unconditional Date will be a suitable date to be mutually agreed between the Parties which shall be a date occurring no later than 29 December 2017 or any other date as may be agreed upon in writing by the Parties.

The amendment will provide MRCB further flexibility to finalise its financing arrangements to satisfy the Balance Subscription Payment closer to the Unconditional Date.

2.3        Utilisation of Subscription Payments

As set out in the Shareholders’ Agreement, the Subscription Payments may be utilised by Kwasa Sentral to set off the remaining purchase price portion under the sale and purchase agreement dated 8 August 2014 between Kwasa Land and Kwasa Sentral in relation to the MX-1 Land including any interest payable. Pursuant to the 2nd Supplemental Shareholders’ Agreement, the Parties have agreed that the interest payable to be set off against the Subscription Payments shall only be up to and including 11 May 2017.

Save for the above, all provisions of the Shareholders’ Agreement and the Supplemental Shareholders Agreement shall remain the same and be in full force and effect as between the Parties.

The Subscription is expected to be completed by the fourth (4th) quarter of 2017.

3.         DOCUMENT AVAILABLE FOR INSPECTION

The 2nd Supplemental Shareholders’ Agreement is available for inspection at the Company’s registered office at Level 33A, Menara NU 2, No. 203, Jalan Tun Sambanthan, Kuala Lumpur Sentral, 50470 Kuala Lumpur during normal business hours from Monday to Friday (excluding public holidays) for a period of three (3) months from the date of this Announcement.

This Announcement is dated 9 May 2017.






Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 09 May 2017
Category General Announcement for PLC
Reference Number GA1-09052017-00101