MRCB

0.660

-0.005 (-0.8%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB" OR "COMPANY") JOINT VENTURE BETWEEN RUKUN JUANG SDN BHD ("RJSB"), A WHOLLY-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 ("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 "COMPANY")

JOINT VENTURE BETWEEN RUKUN JUANG SDN BHD ("RJSB"), A WHOLLY-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 ("JOINT VENTURE")

We refer to the announcement dated 4 December 2020 and the earlier announcements in relation to the Joint Venture. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements.

 

The Board wishes to announce that the Company and RJSB has today accepted and agreed to the terms of the letter from TWSB dated 13 January 2021 whereby the Company, RJSB and TWSB have mutually agreed to vary certain terms in the SSA (“Variation Letter”), details of which are set out below.

 

Under the original terms of the SSA, TWSB is entitled to the following:

 

(i)         the right to exercise its First Put Option at any time during the First Put Option Period, i.e., from 21 December 2020 to 20 December 2021, by serving the First Put Option Notice to MRCB and/or RJSB that it is exercising the First Put Option.

 

(ii)        to take over all of the BJSP Shares, RPS-A and RPS-B (collectively, the “BJSP Securities”) held by RJSB in BJSP and shareholders’ loans or advances extended by RJSB at 90% of the fair value of such BJSP Securities and loans upon the occurrence of certain events which, inter alia, includes RJSB’s failure to cause BJSP, or BJSP for whatsoever reason fails to launch the development with at least RM600,000,000 of GDV within 24 months from the Unconditional Date; and such failure or circumstances is not remedied within 60 days of a written notice by TWSB requiring such remedy or within such longer period as the parties may mutually agree.

 

Pursuant to the Variation Letter, MRCB, RJSB and TWSB have mutually agreed to the following variations:

 

(i)         deferment of the commencement of the First Put Option Period for a period of six (6) months. For the avoidance of doubt, the First Put Option Period shall commence on 21 June 2021 and shall expire on 20 June 2022. Accordingly, in the event TWSB has not issued the First Put Option Notice to MRCB and/or RJSB before 20 June 2022, TWSB shall, notwithstanding the non-issuance of such notice, be deemed to have automatically exercised the First Put Option on 20 June 2022, without the requirement of the issuance of the First Put Option Notice to MRCB and/or RJSB. Thereupon, MRCB and/or RJSB are required to purchase from TWSB all of the First Put Option Shares at the First Put Option Price; and

 

(ii)        extension of six (6) months period starting from the day immediately after the expiry of the 24 months from the Unconditional Date for RJSB and/or BJSP to launch the development with at least RM600,000,000 of GDV. For the avoidance of doubt, the last date of the extension for RJSB to cause BJSP or for BJSP to launch the development with at least RM600,000,000 of GDV is 30 May 2021.

 

Save as varied above, all other terms and conditions contained in the SSA shall remain, and continue to be, in full force and effect and shall not be affected in any way thereby.

 

The Variation Letter will be made available for inspection at the registered office of the Company at Level 33A, Menara NU 2, No. 203, Jalan Tun Sambanthan, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Malaysia during normal business hours (except public holidays) for a period of three (3) months from the date of this Announcement.

 

This announcement is dated 2 April 2021






Announcement Info

Company Name MALAYSIAN RESOURCES CORPORATION BERHAD
Stock Name MRCB
Date Announced 02 Apr 2021
Category General Announcement for PLC
Reference Number GA1-02042021-00090