We refer to the Company’s announcements dated 8 February 2013 and 19 February 2013, respectively.
The Company wishes to further announce the followings: -
1. Information on Sunsuria Development Sdn Bhd ("Sunsuria") and Peekay Global Sdn Bhd
i) Sunsuria
a) Date of incorporation: 1 March 2002
b) Commencement date of Business: commenced business during the financial year 2003
c) Principal activity: investment holding and property development
d) Authorised capital: RM5 million comprising 5 million shares of RM1.00 each
e) Paid-up capital: RM3 million comprising 3 million shares of RM1.00 each
f) Directors: Dato’ Haji Md Yusoff @ Mohd Yusoff Bin Jaafar
Datuk Ter Leong Yap
Datin Kwan May Yuen
Mr. Wong Yuen Teck
Ms. Ter Leong Ping
g) Shareholders: Sunsuria is 100% owned by its parent, Sunsuria Holdings Sdn. Bhd.
ii) Peekay Global Sdn Bhd
a) Date of incorporation: 31 January 2013
b) Commencement date of Business: 8 February 2013
c) Principal activity: Investment holdings
d) Authorised capital: RM100,000.00 comprising 100,000 shares of RM1.00 each
e) Paid-up capital: RM2.00 comprising 2 shares of RM1.00 each
f) Directors: Mr. Lee Piang Koon
Ms. Lee Jie Rou
g) Shareholders: Mr. Lee Piang Koon (1 share = 50%)
Ms. Lee Jie Rou (1 share = 50%)
2. Details of the Joint Venture Agreement between Sunsuria and Mega Milestone Sdn Bhd including the terms of the cost and profit sharing mechanism
The Joint Venture Agreement (JVA) is between Oscar Cheers Sdn Bhd (OCSB) and Mega Milestone Sdn Bhd (Mega Milestone) instead of Sunsuria. The terms of the cost and profit sharing mechanism of the JVA between OCSB & Mega Milestone are:
i) OCSB, being the developer, is to allot to Mega Milestone, the landowner, the parcels/units of property developed in the Land owned by Mega Milestone for a total value of RM115,170,070.00 (hereinafter called the “Owners Entitlement”). The Owners Entitlement is to be based on the sales value of each type of property which shall be determined by the developer, ie OCSB’s offer price of the parcels/units of property to be offered for sale to the public when launched for sale.
ii) The developer OCSB shall upon execution of the JVA:
a) apply to the proper authorities for all necessary licences (if applicable) pertaining to the Development;
b) prepare and submit the plans and specifications in respect of the Mall, Offices and Retail Spaces to be erected on the Land to the proper authorities with such amendments from time to time as may be required, and
c) pay all costs and expenses incurred in or about the applications for approval and subdivision of the Land including all premium charges and any other contributions payable
3. To state the rationale for the Joint Investment Agreement to be conditional upon the JVA
The rationale for the Joint Investment Agreement to be conditional upon the JVA is due to the subscription of shares in OCSB by CCI is in view of the development potential and prospects of OCSB’s proposed mixed development project located at Setia Alam, Mukim Bukit Raja, Selangor pertaining to the JVA.
4. To be more specific with regard to the claim that Sunsuria is entitled against CCI
There is no specific terms with regard to the claim that Sunsuria is entitled against CCI as the terms stated in the said agreement is a commercial terms of which the claim could be only determined later.
5. The salient terms and conditions of the Shareholders’ Agreement include, amongst others, the following:
i) The shares in OCSB shall be held in the following proportion :
Sunsuria | 81.09% |
CCI | 14.27% |
PGSB | 4.64% |
ii) Sunsuria, CCI and PGSB (collectively referred to as the “Shareholders”) have decided to set forth the terms of the Shareholders’ Agreement with respect to the organisation, management and operation of OCSB and further to specify the relationship between them as Shareholders of OCSB all of which are to be governed by the Shareholders’ Agreement and the Memorandum and Articles of Association of OCSB provided in the Shareholders’ Agreement.
iii) The term of the Shareholders’ Agreement shall come into full force and effect on the date of signing of the Shareholders’ Agreement and shall remain effective until terminated in accordance with the provisions of item 5 (vii) below. Upon the termination of the Shareholders’ Agreement, the Shareholders shall thereafter take the necessary action to wind-up the Company.
iv) Notwithstanding of item 5 (iii) above, if a Shareholder :
(a) shall enter into any proceeding for its dissolution, becomes insolvent, makes an assignment of a substantial part of its assets for the benefit of its creditors, or consents to the appointment of a receiver or manager;
(b) is owned or substantially controlled, through merger, conciliation, entrustment of its management, transfer of its ownership or in any other manner, by a third party whose business competes with that of the Company;
(c) if a receiver or manager is appointed by the court for the administration appointed over the whole or any part of its undertaking or assets and such administration is not discharged within a period of thirty (30) days;
(d) if any winding-up or liquidation proceedings is instituted against any Shareholder which remain unresolved within a period of thirty (30) days;
(e) shall fail to take all necessary action to remedy any breach of the Shareholders’ Agreement within sixty (60) days from the service of any written notice by the other Shareholder complaining of such breach;
(f) shall go into voluntary liquidation otherwise than for the purpose of reconstruction or amalgamation or an order of the Malaysian Court is made for its compulsory liquidation;
(g) shall enter into any composition or arrangement with its creditors;
then in such an event the other Shareholder shall without prejudice to such other rights and remedies it may have, be entitled by written notice to effect the matters as set out below.
v) In the event of a Shareholder defaulting under item 5 (iv) above, the Shareholder to whom the circumstances referred to in item 5 (iv) (a) to (g) inclusive shall be deemed to have made an offer to sell to the other all of its shares in the Company under the provision stated on the Shareholders’ Agreement shall apply mutatis mutandis.
vi) The obligations of each of the Shareholders shall continue for so long as it remains a holder of shares in the Company and shall survive notwithstanding the cessation of such person as a shareholder in the Company so long as the obligations in relation to that person is expressly or by implication intended to survive or to continue in force or come into force upon or after such cessation, and without prejudice to the due performance by such person of all its obligations up to the date of such cessation and the remedies of any of the other Shareholder in respect of a breach thereof.
vii) Where the Shareholders’ Agreement provides that any particular transaction or matter requires the consent, approval or agreement of any Shareholder such consent, approval or agreement may be given subject to such terms and conditions as that Shareholders may impose and any breach of such terms and conditions by any person subject thereto shall ipso facto be deemed to be a breach of the terms of this Agreement.
viii) The termination of the Shareholders’ Agreement however caused and the ceasing by any Shareholder to hold any shares shall be without prejudice to any obligations or rights of any of the Shareholders which has accrued prior to such termination or cessation of the Shareholder in holding the shares and shall not affect any provision of this Agreement which is expressly or by implication provided to come into effect on or to continue in effect after such termination or cessation.
6. Whether the Subscription will result in diversification in operations by Wang-Zheng Berhad pursuant to paragraph 10.13 of the Main Market Listing Requirements.
The Subscription will not result in diversification in operations by Wang-Zheng Berhad pursuant to paragraph 10.13 of the Main Market Listing Requirements.
7. To provide the basis to derive the net sales estimated at RM500 per square foot.
The basis to derive the net sales estimated at a conservative RM500 per square foot is based on management’s understanding of the market prices of similar products for serviced apartments in the area during the past year of which is from the range of RM480 to RM625 per square foot.
This announcement is made on 22 February 2013.
