We refer to the Company’s announcements made on 22 September 2021, 23 September 2021, 26 January 2022, 1 April 2022, 26 August 2022, 3 October 2022, 3 April 2023, 4 April 2023, 26 July 2023, 1 November 2023, 3 November 2023, 21 March 2024, 27 March 2024, 29 March 2024, 2 September 2024, 25 September 2024, 22 January 2025, 17 March 2025, and 21 March 2025 in relation to the Proposed Acquisitions (“Announcements”). For consistency purposes, the abbreviations used in this Announcement shall carry the same meaning as those previously defined in the Announcements unless otherwise defined herein.
1. INTRODUCTION
Pursuant to the Solar SSA dated 22 September 2021 as well as the supplement agreements to the Solar SSA dated 31 March 2022, 30 September 2022, 4 April 2023, 29 March 2024 and 25 September 2024 in relation to the sale and purchase of the entire equity interest in Jentayu Solar, the parties are required to meet the conditions precedent under the Solar SSA on or before the Solar SSA CP Fulfilment Date, i.e. 31 March 2025.
As at the date of this announcement, the conditions precedent have not been fully satisfied.
Pursuant thereto, the Company wishes to announce that it has on 2 April 2025 issued a notice of termination to Jentayu Capital and Seri Panglima in respect of the Proposed Acquisition of Solar Asset to terminate the Solar SSA dated 22 September 2021 as well as the supplement agreements to the Solar SSA dated 31 March 2022, 30 September 2022, 4 April 2023, 29 March 2024 and 25 September 2024 in relation to the sale and purchase of the entire equity interest in Jentayu Solar (“Termination”).
Each party reserves all its rights in relation to the Termination and any rights expressed to survive any termination of the Solar SSA or its supplemental agreements.
2. RATIONALE
Subsequent to the announcement on 22 January 2025 whereby the application for an extension of time of up to 26 March 2025 to implement and complete the Proposed Acquisitions was not approved by the SC, the Solar SSA CP Fulfilment Date expired on 31 March 2025. Given the lapse of the Solar SSA CP Fulfilment Date, the Company decided not to extend the Solar SSA CP Fulfilment Date and to terminate the Solar SSA.
This decision was made in view of the potential additional cost for a new submission to the SC for the Proposed Acquisitions, expected delays, and uncertainty regarding the timeline for the completion of the Proposed Acquisitions, which may in turn result in the Proposed Acquisitions not delivering to its anticipated benefits.
3. FINANCIAL AND LEGAL IMPACTS
Please refer to the announcements dated 17 March 2025 and 21 March 2025 for the financial effects on the termination of the Proposed Acquisitions.
4. STATEMENT BY DIRECTORS
The Board (save for Datuk Haji Beroz Nikmal Bin Mirdin who is the interested director for the Proposed Acquisition of Solar Asset), after having considered all aspects is of the opinion that the Termination is in the best interest of the Group.
5. DOCUMENT FOR INSPECTION
The notice of termination in relation to the Proposed Acquisition of Solar Asset will be available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.
This announcement is dated 2 April 2025.