SUNSURIA

0.515

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TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS SUNSURIA BERHAD ("SUNSURIA" OR "COMPANY") (I) PROPOSED SUBSCRIPTION OF BHP DEVELOPMENT; (II) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO BHP DEVELOPMENT; (III) PROPOSED ACQUISITION OF BUMILEX; AND (IV) PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO MONTFLEX (COLLECTIVELY REFERRED TO AS "PROPOSALS")

SUNSURIA BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
SUNSURIA BERHAD ("SUNSURIA" OR "COMPANY")

(I)	PROPOSED SUBSCRIPTION OF BHP DEVELOPMENT;
(II)	PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO BHP DEVELOPMENT;
(III)	PROPOSED ACQUISITION OF BUMILEX; AND
(IV)	PROPOSED PROVISION OF FINANCIAL ASSISTANCE TO MONTFLEX

(COLLECTIVELY REFERRED TO AS "PROPOSALS")
On behalf of the Board of Directors of the Company (“Board”), Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that the Company had on 2 October 2020 entered into the following agreements:

(i)  a conditional shares subscription and shareholders’ agreement with Sunsuria KL Sdn Bhd (“Sunsuria KL”), Suez Capital Sdn Bhd (“Suez Capital”), Dasar Temasek Sdn Bhd (“Dasar Temasek”) and Bangsar Hill Park Development Sdn Bhd (“BHP Development”) for the following:

(a)  proposed subscription by the Company of 4,488,520 new ordinary shares in BHP Development (“BHP Development Shares”), representing 51.0% of the enlarged issued share capital of BHP Development, for a total subscription consideration of RM8,438,417.60 at the issue price of RM1.88 per BHP Development Share to be satisfied in cash (“Proposed Subscription of BHP Development”);

(b)  regulate the relationship between the Company, Sunsuria KL, Suez Capital and Dasar Temasek as shareholders of BHP Development upon the completion of the Proposed Subscription of BHP Development; and

(c)  provision of financial assistance by the Company to BHP Development after the completion of the Proposed Subscription of BHP Development of up to RM276.1 million, of which an amount of up to RM102.1 million in cash will be used for the working capital requirement of BHP Development which is in proportion to the Company’s 51.0% shareholding in BHP Development and an amount of up to RM174.0 million in the form of corporate guarantee for 51.0% of the financing facilities obtained by BHP Development (“Proposed Provision of Financial Assistance to BHP Development”); and


(ii)  a conditional shares sale and purchase agreement with Johari bin Said and Aizul Akma binti Awang for the proposed acquisition by the Company of 100,000 existing ordinary shares in Bumilex Construction Sdn Bhd (“Bumilex”), representing 100% of the issued share capital of Bumilex, for a total purchase consideration of RM2.00 to be satisfied in cash (“Proposed Acquisition of Bumilex”).

In conjunction with the Proposed Acquisition of Bumilex, Bumilex had, on the same date, entered into a conditional shareholders’ agreement with Montflex Sdn Bhd (“Montflex”), a 51.0%-owned subsidiary of Bumilex, and Excel Logic Sdn Bhd (“Excel Logic”), being the shareholder of the remaining 49.0% equity interest in Montflex, to regulate the relationship between Bumilex and Excel Logic as the shareholders of Montflex upon the completion of the Proposed Acquisition of Bumilex.

Subsequent to the completion of the Proposed Acquisition of Bumilex, the Company will be obligated to provide (either directly or through Bumilex) financial assistance to Montflex of up to RM33.3 million, of which an amount of up to RM20.6 million in cash will be used for the working capital requirement of Montflex which is in proportion to Bumilex’s 51.0% shareholding in Montflex and an amount of up to RM12.7 million in the form of corporate guarantee for 51.0% of the financing facilities obtained by Montflex (“Proposed Provision of Financial Assistance to Montflex”).


Please refer to the attachment for the full announcement in relation to the Proposals.

This Announcement is dated 2 October 2020.



Please refer attachment below.



Announcement Info

Company Name SUNSURIA BERHAD
Stock Name SUNSURIA
Date Announced 02 Oct 2020
Category General Announcement for PLC
Reference Number GA1-02102020-00001