1. INTRODUCTION

We refer to the announcements dated 28 October 2015, 19 May 2016, 27 October 2016, 31 March 2017 and 29 September 2017 in relation to the above matter. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Proposed Subscription.

MRCB wishes to announce that MRCB Land Sdn Bhd (“MRCB Land”), Cyberview Sdn Bhd (“CSB”) and CSB Development Sdn Bhd (“CSB Development”) (collectively referred to as the “Parties”) have on 20 December 2017 entered into a Third Supplemental Joint Venture Agreement (“Third SJVA”) to vary certain terms of the JVA, Supplemental JVA and Second SJVA (JVA, Supplemental JVA and Second SJVA are collectively referred to as “JVA”).

2.  DETAILS OF THE THIRD SJVA

2.1 Background

MRCB wishes to announce that MRCB Land Sdn Bhd, Cyberview Sdn Bhd and CSB Development Sdn Bhd have, by way of a letter of extension dated 29 September 2017, mutually agreed to further extend the Cut-Off Date to 31 December 2017. The extension of time is to facilitate the fulfilment of the Conditions Subsequent of the JVA and Share Subscription Agreement (“SSA”)  (as amended by the Supplemental SSA and Second Supplemental SSA).

The Third SJVA, amongst others, further define the terms of warranted returns and set out an extension of time.

2.2 Salient Terms of the Third SJVA

The salient terms of the Third SJVA, amongst others, include the following:

(a) Revision to Warranted Returns

Any reference to “Warranted Return” shall refer to a provisional amount which will be subject to revision based on the basis for warranted returns revision in accordance to the terms of the JVA at any time after the first day immediately after the date when all conditions subsequent have been fulfilled (“Project Commencement Date”)

Warranted Returns means the provisional sum of RM80,000,000 being the provisional amount of returns guaranteed by MRCBL to CSB in relation to CCC Development Area No. 1 which shall include all cash dividends declared or additional premium paid over the redeemable preference shares subscribed by CSB under the SSA or any other form of cash consideration.

The Warranted Returns shall not include the capital investment (in the form of payments made towards the subscription price of the Shares) made by CSB into CSBD.

(b) Revision to Discussion with Mass Rapid Transit Corporation Sdn Bhd ("MRT Corp") for Joint Development of Plot G Land and/or Plot K Land

The Parties intend to provide an automatic extension of time from 31 December 2017 to 30 March 2018 in the event a mutual agreement between the Parties for the acquisition of Plot G Land and/ or Plot K Land from CSB cannot be concluded; and an agreement with MRT Corp  pertaining to the joint development of such land still cannot be reached or remain unconditional.

3. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the Third SJVA are available for inspection at the registered office of MRCB during office hours from Mondays to Fridays (except for public holidays) at Level 33A, Menara NU 2, 203 Jalan Tun Sambanthan, Kuala Lumpur Sentral, 50470 Kuala Lumpur for a period of 3 months from the date of this announcement.          

The announcement is dated 20 December 2017.