We refer to the previous announcements made by RHB Investment Bank, on behalf of the Board in relation to the Proposals. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Proposals.
On behalf of the Board, RHB Investment Bank wishes to announce that MRCB had, on 3 June 2013, entered into the following agreements:-
(i) Supplemental agreement to the conditional share sale agreement dated 8 February 2013 with NGD for the acquisitions of NGD’s entire equity interest in Gapurna Builders, Gapurna Land and Puncak Wangi as well as NGD’s 70% equity interest in P.J Sentral (“Supplemental NGD SSA”);
(ii) Supplemental agreement to the conditional share sale agreement dated 8 February 2013 with Mohd Imran, Datuk Mohamad Salim and Datin Yasmin for the acquisition of their equity interest in GHC (“Supplemental GHC SSA”); and
(iii) Supplemental agreement to the conditional share sale agreement dated 8 February 2013 with Mohd Imran and Hanif Ahmad for the acquisition of their entire equity interest in GGS (“Supplemental GGS SSA”);
to amend and vary certain clauses in the SSAs as follows:-
Clause 1.1 of the SSAs
(a) Clause 1.1 of the SSAs shall be varied and amended by inserting the following new definition immediately after the existing definition of “Proposed Acquisition of Nusa Gapurna Identified Subsidiaries”:-
“Proposed Acquisition of 30% P.J Sentral Development means the proposed acquisition by MRCB of 30% equity interest in P.J Sentral Development from PKNS upon the terms and conditions in the conditional share sale agreement to be entered into between MRCB and PKNS;”
(b) The definition of “PKNS” shall be wholly deleted in its entirety and replaced with the following provision:-
“PKNS means PKNS Holdings Sdn. Bhd. (Company No. 190684-D), a company incorporated and existing in Malaysia with its registered office at Persiaran Barat, Off Jalan Barat, 465050 Petaling Jaya, Selangor Darul Ehsan”.
Clause 2.3(a) of the SSAs
Clause 2.3(a) of the SSAs shall be wholly deleted in its entirety and replaced with the following provision:-
“(a) The parties agree that the Proposed Acquisitions shall be completed only if all conditions precedent in respect of the Proposed Acquisitions are fulfilled and to the greatest extent possible, Completion of the Proposed Acquisition of the NGD Identified Subsidiaries other than P.J Sentral Development pursuant to the terms and conditions of this Agreement shall take place concurrently with the completion of the other Proposed Acquisitions pursuant to the terms of the other relevant Definitive Agreements. It is contemplated by the parties that the completion of the sale and purchase of the shares of P.J Sentral Development need not necessarily occur simultaneously with the Proposed Acquisition of the NGD Identified Subsidiaries other than P.J Sentral Development. The parties further agree that they may complete the sale and purchase of the shares of P.J Sentral Development at the same time or after the completion of the Proposed Acquisition of GHC, Proposed Acquisition of GGS and the Proposed Acquisition of the NGD Identified Subsidiaries other than P.J Sentral Development.”
Clause 2.3(b) of the SSAs
Clause 2.3(b) of the SSAs shall be wholly deleted in its entirety and replaced with the following provision:-
“(b) The parties agree that although the Proposed Acquisition of 30% of P.J Sentral Development shall be conditional upon the completion of the Proposed Acquisitions (including the proposed acquisition of P.J Sentral Development Sale Shares), the Proposed Acquisitions (including the proposed acquisition of P.J Sentral Development Sale Shares) shall not in any way be conditional upon the completion of the Proposed Acquisition of 30% of P.J Sentral Development. Further, notwithstanding the subsequent execution of a conditional share sale agreement between MRCB and PKNS in respect of the Proposed Acquisition of 30% of P.J Sentral Development, for the purposes of expediency, the completion of the Proposed Acquisition of 30% of P.J Sentral Development upon the terms of such conditional share sale agreement need not occur simultaneously with the completion of the Proposed Acquisitions on the terms and conditions set out in the Definitive Agreements (including but not limited to Completion under this Agreement) and such completion of the Proposed Acquisition of 30% of P.J Sentral Development may take place separately and independently.”
The Supplemental SSAs will be made available for inspection at the registered office of the Company at Level 21, 1 Sentral, Jalan Travers, Kuala Lumpur Sentral, 50470, Kuala Lumpur, during normal business hours (except public holidays) for a period of three (3) months from the date of this Announcement.
This announcement is dated 3 June 2013
