Date : 26 March 2018

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MANAGEMENT CONTRACT BETWEEN BUKIT JALIL SENTRAL PROPERTY SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RUKUN JUANG SDN BHD, WHICH IN TURN IS A 85%-OWNED SUBSIDIARY OF MRCB LAND SDN BHD ("MRCB LAND"), AND MRCB LAND, A WHOLLY-OWNED SUBSIDIARY OF MRCB, FOR THE APPOINTMENT OF MRCB LAND AS THE MANAGEMENT CONTRACTOR IN CONNECTION WITH THE DEVELOPMENT AND CONSTRUCTION OF A MIXED DEVELOPMENT ON THREE (3) PARCELS OF LEASEHOLD LAND LOCATED IN BUKIT JALIL, FOR A PROVISIONAL TOTAL PROJECT SUM OF RM11,007,326,245

MALAYSIAN RESOURCES CORPORATION BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
MANAGEMENT CONTRACT BETWEEN BUKIT JALIL SENTRAL PROPERTY SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF RUKUN JUANG SDN BHD, WHICH IN TURN IS A 85%-OWNED SUBSIDIARY OF MRCB LAND SDN BHD ("MRCB LAND"), AND MRCB LAND, A WHOLLY-OWNED SUBSIDIARY OF MRCB, FOR THE APPOINTMENT OF MRCB LAND AS THE MANAGEMENT CONTRACTOR IN CONNECTION WITH THE DEVELOPMENT AND CONSTRUCTION OF A MIXED DEVELOPMENT ON THREE (3) PARCELS OF LEASEHOLD LAND LOCATED IN BUKIT JALIL, FOR A PROVISIONAL TOTAL PROJECT SUM OF RM11,007,326,245

On 31 May 2017, RHB Investment Bank Berhad (“RHB Investment Bank”), on behalf of the board of directors of MRCB (“Board”), announced that MRCB, Rukun Juang Sdn Bhd (“RJSB”), Tanjung Wibawa Sdn Bhd (“TWSB”) and Bukit Jalil Sentral Property Sdn Bhd ("BJSP") had entered into a subscription and shareholders’ agreement (“SSA”) which entails the following:-

  1. RJSB and TWSB will co-invest in a special purpose company, namely BJSP, for purposes of jointly developing three parcels of leasehold land held under (i) part of H.S. (D) 63195 PT2875; (ii) part of Geran 41246, Lot 35323; and (iii) part of Geran 50029, Lot 38207, all in 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”) (“Proposed Subscription”). For information purposes, individual land titles for each of the Lands have been issued on 8 December 2017, and the new land title details are (i) HSD 120470, PT 16843; (ii) HSD 120471, PT 16844; and (iii) HSD 120472, PT 16845, all in the Mukim of Petaling, District of Kuala Lumpur, State of Wilayah Persekutuan Kuala Lumpur; and
  2. the proposed disposal by RJSB of the Lands to BJSP for an aggregate consideration of up to RM1,426,163,112 (“Lands Consideration”) (“Proposed Disposal”).

(The Proposed Subscription and the Proposed Disposal shall be collectively referred to as the “Proposed Joint Venture”).

In accordance with the terms of the SSA, BJSP shall appoint a subsidiary of MRCB to be the management contractor for the design and construction of the future development to be carried out on the Lands (“Development”) (“Management Contractor”) subsequent to the following:-

  1. a day falling 18 months from the date of the SSA, or such later date as the parties may mutually agree upon in relation to the Proposed Subscription (being the cut-off date of the SSA); and
  2. the subscription for the first tranche of ordinary share(s) in BJSP (“BJSP Shares”) and redeemable preference shares ("RPS") - class A in BJSP within 15 business days from the date the condition precedent of the SSA is fulfilled or waived (as the case may be) (“First Tranche Subscription”).

In this regard, RHB Investment Bank wishes to announce, on behalf of the Board, that:-

  1. RJSB and BJSP had sought TWSB’s consent, which was granted by TWSB on 26 March 2018, for BJSP to appoint the Management Contractor prior to the completion of the First Tranche Subscription in view that the Lands are expected to be transferred to BJSP before the SSA turns unconditional and before the First Tranche Subscription (“Consent Letter”). This will enable BJSP to commence works on the Lands, where necessary, especially in the event of a delay in the Proposed Joint Venture. TWSB further agreed, via the Consent Letter, for the allotment and issuance by BJSP of 1,000 RPS - class B to the Management Contractor upon the Management Contract having become unconditional in accordance with the terms and conditions contained therein. The terms set out in the Consent Letter are also acknowledged and agreed by MRCB; and
  2. Following the above, BJSP had on 26 March 2018 entered into a management contract with MRCB Land to appoint MRCB Land as the Management Contractor in connection with the Development, for a provisional total project sum of RM11,007,326,245 (inclusive of goods and services tax) ("Proposed Construction").

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

 

This Announcement is dated 26 March 2018.




Please refer attachment below.

Attachments

MRCB_Announcement_260318.pdf
533.5 kB



Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 26 Mar 2018
Category General Announcement for PLC
Reference Number GA1-26032018-00102