Date : 31 May 2017

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB" OR THE "COMPANY") PROPOSED JOINT VENTURE BETWEEN RUKUN JUANG SDN BHD ("RJSB"), A 85%-OWNED SUBSIDIARY OF MRCB LAND SDN BHD ("MRCB LAND"), WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF MRCB, AND TANJUNG WIBAWA SDN BHD ("TWSB"), A WHOLLY-OWNED SUBSIDIARY OF THE EMPLOYEES PROVIDENT FUND BOARD ("EPF"), FOR THE PURPOSE OF DEVELOPING THREE (3) PARCELS OF LEASEHOLD LAND LOCATED IN BUKIT JALIL, KUALA LUMPUR ("PROPOSED JOINT VENTURE")

MALAYSIAN RESOURCES CORPORATION BERHAD

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

PROPOSED JOINT VENTURE BETWEEN RUKUN JUANG SDN BHD ("RJSB"), A 85%-OWNED SUBSIDIARY OF MRCB LAND SDN BHD ("MRCB LAND"), WHICH IN TURN IS A WHOLLY-OWNED SUBSIDIARY OF MRCB, AND TANJUNG WIBAWA SDN BHD ("TWSB"), A WHOLLY-OWNED SUBSIDIARY OF THE EMPLOYEES PROVIDENT FUND BOARD ("EPF"), FOR THE PURPOSE OF DEVELOPING THREE (3) PARCELS OF LEASEHOLD LAND LOCATED IN BUKIT JALIL, KUALA LUMPUR ("PROPOSED JOINT VENTURE")

Reference is made to the privatisation agreement dated 28 October 2015 (as amended and varied by supplemental agreements dated 29 January 2016 and 21 April 2017) (“Privatisation Agreement”) entered into between RJSB, the Government of Malaysia, as represented by the Ministry of Youth and Sports (“Government”) and Syarikat Tanah dan Harta Sdn Bhd (“Hartanah”) in relation to the proposed refurbishment and upgrading of facilities located at the National Sports Complex in Bukit Jalil, Kuala Lumpur (“Privatisation Project”), for a total contract sum of RM1,343,257,764.32. In consideration of RJSB agreeing to undertake the Privatisation Project, the Government will cause the Federal Lands Commissioner to transfer three (3) parcels of leasehold land held under (i) part of H.S. (D) 63195 PT 2875 (“Land 1”); (ii) part of Geran 41246, Lot 35323; and (iii) part of Geran 50029, Lot 38207, all in the Mukim of Petaling, District of Kuala Lumpur, State of Wilayah Persekutuan Kuala Lumpur, measuring in aggregate approximately 76.14 acres (equivalent to approximately 3,316,658.4 square feet) (collectively, the “Lands”), to RJSB and/ or its nominee(s).

 

The Privatisation Project is being carried out by RJSB at its own cost and expense and entails the following:-

 

(a) refurbishing, renovating and upgrading of the National Stadium, Putra Stadium, hockey stadium and aquatic centre together with the construction of the common infrastructures including boulevard, parking, steps and new signage (“Project 1”); and

 

(b) developing, planning, designing, constructing, completing, testing and commissioning of a sports complex, sports mall, convention centre, a multi storey car park, hostels, sport museum, library, integrated rehabilitation centre and youth park together with the construction of the common infrastructures (“Project 2”).

The construction of Project 1 is expected to be completed by July 2017 and the Lands are expected to be transferred to RJSB and/ or its nominee(s) within 30 days from such date of completion of Project 1 and the provision of the relevant bonds as required under the Privatisation Agreement.

 

On 25 April 2016, the Board of Directors of MRCB (“Board”) had announced that EPF had indicated its intention to subscribe for or purchase an 80% interest (free from all liens, charges, pledges and encumbrances) in the entity which is directed by RJSB to hold Land 1 (measuring approximately 24.09 acres), after Land 1 has been delivered pursuant to the terms of the Privatisation Agreement and transferred to such entity (on an as-is-where-is basis), and MRCB would subscribe for or purchase the remaining 20% interest in the same entity, at a purchase price and upon the terms and conditions stipulated in the letter of undertaking by EPF dated 22 April 2016 (“LOU”). Under the LOU, EPF had undertaken that they would negotiate in good faith to enter into a definitive agreement for this purpose within 12 months from the date of the LOU. On 21 April 2017, it was announced that EPF had agreed to extend the LOU up to 31 May 2017.

 

On 21 April 2017, RHB Investment Bank Berhad (“RHB Investment Bank”) had, on behalf of the Board, announced that RJSB had entered into a second supplemental agreement to the Privatisation Agreement with the Government and Hartanah to, among others, reduce the contract sum from RM1,631,880,000.00 to RM1,343,257,764.32 to commensurate with the reduction in the size of the Lands from a total of 92.50 acres to 76.14 acres, as well as to revise the works packages under Project 1 and Project 2 respectively. Following the second supplemental agreement to the Privatisation Agreement, all three (3) of the Lands will be transferred to RJSB and/ or its nominee(s) upon completion of Project 1 and the provision of the relevant bonds as required under the Privatisation Agreement, instead of only Land 1.

 

In connection thereto, on behalf of the Board, RHB Investment Bank wishes to announce that MRCB, RJSB, TWSB and Bukit Jalil Sentral Property Sdn Bhd (“Bukit Jalil Sentral”) had on 31 May 2017 entered into a subscription and shareholders’ agreement which entails the following:-

 

(i) RJSB and TWSB will co-invest in a special purpose company, namely Bukit Jalil Sentral, for purposes of jointly developing the Lands; and

 

(ii) the proposed disposal by RJSB of the Lands to JV Co for an aggregate consideration of up to RM1,426,163,112.

 

Further details on the Proposed Joint Venture are set out in the attachment below.

 

 

This Announcement is dated 31 May 2017.




Please refer attachment below.

Attachments

Announcement_Proposed JV.pdf
487.9 kB



Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 31 May 2017
Category General Announcement for PLC
Reference Number GA1-31052017-00122