AXIATA - Changes in Sub. S-hldr's Int. (29B) - Employees Provident Fund Board
| Company Name | AXIATA GROUP BERHAD |
| Stock Name | AXIATA |
| Date Announced | 15 May 2014 |
| Category | Changes in Substantial Shareholder's Interest Pursuant to Form 29B of the Companies Act. 1965 |
| Reference No | AG-140514-CBA5C |
Particulars of substantial Securities Holder
| Name | Employees Provident Fund Board |
| Address | Tingkat 19, Bangunan KWSP, Jalan Raja Laut, 50350 Kuala Lumpur |
| NRIC/Passport No/Company No. | EPF ACT 1991 |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class & nominal value) | Ordinary Shares of RM1.00 each |
| Name & address of registered holder | 1) Employees Provident Fund Board ("EPF Board") Ibu Pejabat KWSP, Bangunan KWSP Jalan Raja Laut, 50350 Kuala Lumpur 2) Citigroup Nominees (Tempatan) Sdn Bhd ("Citigroup") EPF Board 3) Citigroup EPF Board (AMUNDI) 4) Citigroup EPF Board (KIB) 5) Citigroup EPF Board (HDBS) 6) Citigroup EPF Board (RHB INV) 7) Citigroup EPF Board (AM INV) 8) Citigroup EPF Board (MAYBAN) 9) Citigroup EPF Board (NOMURA) 10) Citigroup EPF Board (CIMB PRI) 11) Citigroup EPF Board (ARIM) 12) Citigroup EPF Board (TEMPLETON) 13) Citigroup EPF Board (ABERDEEN) Level 42, Menara Citibank 165 Jalan Ampang, 50450 Kuala Lumpur |
Details of changes
Currency: Malaysian Ringgit (MYR)
| Type of transaction | Date of change | No of securities | Price Transacted (RM) |
| Disposed | 08/05/2014 | 1,000,000 | |
| Acquired | 08/05/2014 | 350,000 | |
| Disposed | 08/05/2014 | 700,000 |
| Remarks : |
| 1) The total number of 1,034,280,906 ordinary shares comprised of the following:- a) Citigroup EPF Board - 945,921,906 b) EPF Board - 3,332,900 c) Citigroup EPF Board (AMUNDI) - 2,381,250 d) Citigroup EPF Board (KIB) - 600,000 e) Citigroup EPF Board (HDBS) - 12,019,375 f) Citigroup EPF Board (RHB INV) - 2,655,000 g) Citigroup EPF Board (AM INV) - 6,122,650 h) Citigroup EPF Board (MAYBAN) - 2,915,000 i) Citigroup EPF Board (NOMURA) - 30,271,300 j) Citigroup EPF Board (CIMB PRI) - 15,653,325 k) Citigroup EPF Board (ARIM) - 2,850,000 l) Citigroup EPF Board (TEMPLETON) - 3,408,200 m) Citigroup EPF Board (ABERDEEN) - 6,150,000 2) Form 29B received on 14 May 2014 |
DESTINI - NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS):FUND RAISING
| Company Name | DESTINI BERHAD |
| Stock Name | DESTINI |
| Date Announced | 15 May 2014 |
| Category | General Announcement |
| Reference No | MI-140515-64413 |
| Type | Announcement |
| Subject | NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) FUND RAISING |
| Description | DESTINI BERHAD ("DESTINI" OR THE "COMPANY") PROPOSED PRIVATE PLACEMENT OF UP TO 10% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF DESTINI ("PROPOSED PRIVATE PLACEMENT") |
The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposed Private Placement. We refer to the announcement made by RHB Investment Bank Berhad ("RHB"), on behalf of the Board of Directors of Destini ("Board"), on 9 May 2014 and 12 May 2014. On behalf of the Board, RHB wishes to announce the additional information in relation to the Proposed Private Placement as set out in the enclosed attachment. This announcement is dated 15 May 2014. | |
FAVCO - Change in Boardroom
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Boardroom |
| Reference No | CC-140417-67983 |
| Date of change | 15/05/2014 |
| Name | Tuan Haji Mohamed Taib Bin Ibrahim |
| Age | 89 |
| Nationality | Malaysian |
| Designation | Chairman |
| Directorate | Independent & Non Executive |
| Type of change | Resignation |
| Reason | Retirement |
| Details of any disagreement that he/she has with the Board of Directors | No |
| Whether there are any matters that need to be brought to the attention of the shareholders | No |
| Qualifications | Tuan Haji Mohamed Taib bin Ibrahim (“Tuan Haji) graduated with Senior Cambridge, Certificate of Education in year 1941 from Kirby College Liverpool. |
| Working experience and occupation | In 1967, he ventured into the private sector and helped set up Federal Flour Mills Berhad. His last position in Federal Flour Mills was as an Administrative Manager and Alternate Director. He was also the Chairman of Kuantan Flour Mills Bhd in 1984. His foray into the marine industry started in 1969 when he was appointed the first company secretary of Malaysian International Shipping Corporation. In 1977, he was nominated to lead Johor based Malaysian Shipyard and Engineering Bhd as the Company’s President and Chief Executive Officer which he later relinquished in 1988. He is the co-founder of Muhibbah Engineering (M) Bhd ("MEB"), the holding company and had been an Independent Non-Executive Director of MEB since its inception on 4 September 1972. He was later appointed as Chairman of MEB on 22 May 1973. Tuan Haji was appointed as a Director of FFB on 15 September 1995. On 10 May 2004, he was appointed as the Independent Non-Executive Chairman and Chairman of the Audit Committee. He was appointed as Chairman of Remuneration Committee. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Direct Interest: 445,471 ordinary shares of RM0.50 each in FFB Indirect Interest: 2,316,400 ordinary shares of RM0.50 each in FFB held by his family |
| Remarks : |
| Tuan Haji shall cease to be the Chairman of the Board of Directors, the Chairman of the Audit and Remuneration Committees and a member of the Nominating Committee of the Company following his resignation as Director of the Company effective 15 May 2014. |
FAVCO - Change in Boardroom
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Boardroom |
| Reference No | CC-140417-53170 |
| Date of change | 15/05/2014 |
| Name | Sobri Bin Abu |
| Age | 61 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Non-Executive Director |
| Directorate | Independent & Non Executive |
| Qualifications | En Sobri Bin Abu ("En Sobri") graduated with Master of Science in Advanced Chemical Engineering from the University of Loughborough, England. |
| Working experience and occupation | En Sobri started his career as a Process Engineer in Esso Malaysia, Port Dickson Refinery. From 1982 to year 1992, he held the position as a Manager Petrochemical Projects Department in PETRONAS. Subsequently, he was appointed as Director of Tanjung Offshore Bhd in year 1992. Thereafter, he joined Stone & Webster Engineering and Construction Ltd as a General Manager. From 2002 to year 2005, he was employed as Vice President Oil & Gas of Ranhill Berhad. He is currently an Independent Non-Executive Directors of Muhibbah Engineering (M) Bhd. |
| Directorship of public companies (if any) | Muhibbah Engineering (M) Bhd |
| Family relationship with any director and/or major shareholder of the listed issuer | En Sobri has no family relationship with any of the Directors and/or the Major Shareholders of Favelle Favco Berhad ("the Company") |
| Any conflict of interests that he/she has with the listed issuer | En Sobri has no conflict of interest with the Company and has never been charged for any offence. |
| Details of any interest in the securities of the listed issuer or its subsidiaries | No |
| Remarks : |
| En Sobri Bin Abu will be appointed as the member of Audit Committee, Remuneration Committee and Nominating Committee following his appointment as a Director of the Company effective 15 May 2014. |
FAVCO - Change in Audit Committee
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Audit Committee |
| Reference No | CC-140417-53593 |
| Date of change | 15/05/2014 |
| Name | Sobri Bin Abu |
| Age | 61 |
| Nationality | Malaysian |
| Type of change | Appointment |
| Designation | Member of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | En Sobri Bin Abu ("En Sobri") graduated with Master of Science in Advanced Chemical Engineering from the University of Loughborough, England. |
| Working experience and occupation | En Sobri started his career as a Process Engineer in Esso Malaysia, Port Dickson Refinery. From 1982 to year 1992, he held the position as a Manager in the Petrochemical Projects Department in PETRONAS. Subsequently, he was appointed as Director of Tanjung Offshore Bhd in year 1992. Thereafter, he joined Stone & Webster Engineering and Construction Ltd as a General Manager. From 2002 to year 2005, he was employed as Vice President of Oil & Gas of Ranhill Berhad. He is currently an Independent Non-Executive Director of Muhibbah Engineering (M) Bhd. |
| Directorship of public companies (if any) | Muhibbah Engineering (M) Bhd |
| Family relationship with any director and/or major shareholder of the listed issuer | En Sobri has no family relationship with any of the Director and/or the Major Shareholder of Favelle Favco Berhad ("the Company") |
| Any conflict of interests that he/she has with the listed issuer | En Sobri has no conflict of interest with the Company and has never been charged for any offence. |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Nil |
| Composition of Audit Committee (Name and Directorate of members after change) | 1. Tan Sri A. Razak bin Ramli - Chairman (Senior Independent Non-Executive Director) 2. Lim Teik Hin - Member (Non-Independent Non-Executive Director) 3. Tan Sri Dato' Seri Ahmad Ramli Bin Haji Mohd Nor - Member (Independent Non-Executive Director) 4. Sobri Bin Abu - Member (Independent Non-Executive Director) |
FAVCO - OTHERS Favelle Favco Berhad ("FFB" or "the Company") - Change in the composition of Nominating and Remuneration Committee
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | General Announcement |
| Reference No | CC-140417-67285 |
| Type | Announcement |
| Subject | OTHERS |
| Description | Favelle Favco Berhad ("FFB" or "the Company") - Change in the composition of Nominating and Remuneration Committee |
The Board of Directors of FFB wishes to announce that Tuan Haji Mohamed Taib Bin Ibrahim ceased to be the Chairman of Remuneration Committee and member of Nominating Committee following his resignation as Independent Non-Executive Director of the Company on 15 May 2014. In replacement, Tan Sri A. Razak Bin Ramli has been appointed as the Chairman of the Remuneration Committee and En Sobri Bin Abu has been appointed as a Member of the Nominating Committee and Remuneration Committee effective 15 May 2014. The composition of the Nominating and Remuneration Committees after the above changes shall constitute as follow:- Nominating Committee 1. Tan Sri A. Razak Bin Ramli - Chairman (Senior Independent Non-Executive Director) 2. Tan Sri Dato' Seri Ahmad Ramli Bin Haji Mohd Nor – Member (Independent Non-Executive Director) 3. Sobri Bin Abu – Member (Independent Non-Executive Director) Remuneration Committee 1. Tan Sri A. Razak Bin Ramli - Chairman (Senior Independent Non-Executive Director) 2. Mac Ngan Boon @ Mac Yin Boon – Member (Executive Director) 3. Sobri Bin Abu – Member (Independent Non-Executive Director) This announcement is dated 15 May 2014. | |
FAVCO - Change in Boardroom
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Boardroom |
| Reference No | CC-140418-32063 |
| Date of change | 15/05/2014 |
| Name | Tan Sri A. Razak bin Ramli |
| Age | 65 |
| Nationality | Malaysian |
| Type of change | Redesignation |
| Previous Position | Non-Executive Director |
| New Position | Chairman |
| Directorate | Independent & Non Executive |
| Qualifications | Tan Sri A. Razak bin Ramli ("Tan Sri A. Razak") obtained a Bachelor of Arts (Honours) Degree majoring in Public Administration from the University of Tasmania in 1971. He also holds a Diploma (Gestion Publique) from the Institut Internationale d'Administration Publique, Paris (1980). |
| Working experience and occupation | Tan Sri A. Razak joined the Malaysian Civil Service in 1972 and has served in the Prime Minister's Department, the Public Services Department and the Economic Planning Unit before being seconded to the private sector for a year in 1984. He joined the Ministry of International Trade and Industry ("MITI") in 1985 where he rose to the post of Secretary-General on 19 January 2001. Tan Sri A. Razak retired from the Malaysian Civil Service on 24 October 2004. He was re-designated as a Senior Independent Non-Executive Director of Favelle Favco Berhad ("FFB") on 18 January 2013. |
| Directorship of public companies (if any) | Shangri-La Hotels (Malaysia) Berhad Ann Joo Resources Berhad Lafarge Malayan Cement Bhd Hong Leong Bank Berhad Hong Leong Investment Bank Berhad Hong Leong Islamic Bank Berhad Hong Leong MSIG Takaful Berhad Ophir Holdings Berhad |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Direct Interest: 300,000 ordinary shares of RM0.50 each in FFB Indirect Interest: 800 ordinary shares of RM0.50 each in FFB held by his son. |
| Remarks : |
| Tan Sri A. Razak bin Ramli is appointed as Chairman of the Board of Director, Audit Committee and Remuneration Committee effective 15 May 2014. |
FAVCO - Change in Audit Committee
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Audit Committee |
| Reference No | CC-140418-36301 |
| Date of change | 15/05/2014 |
| Name | Tan Sri A. Razak bin Ramli |
| Age | 65 |
| Nationality | Malaysian |
| Type of change | Redesignation |
| Previous Position | Member of Audit Committee |
| New Position | Chairman of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | Tan Sri A. Razak bin Ramli ("Tan Sri A. Razak") obtained a Bachelor of Arts (Honours) Degree majoring in Public Administration from the University of Tasmania in 1971. He also holds a Diploma (Gestion Publique) from the Institut Internationale d'Administration Publique, Paris (1980). |
| Working experience and occupation | Tan Sri A. Razak joined the Malaysian Civil Service in 1972 and has served in the Prime Minister's Department, the Public Services Department and the Economic Planning Unit before being seconded to the private sector for a year in 1984. He joined the Ministry of International Trade and Industry ("MITI") in 1985 where he rose to the post of Secretary-General on 19 January 2001. Tan Sri A. Razak retired from the Malaysian Civil Service on 24 October 2004. He was re-designated as a Senior Independent Non-Executive Director of Favelle Favco Berhad ("FFB") on 18 January 2013. |
| Directorship of public companies (if any) | Shangri-La Hotels (Malaysia) Berhad Ann Joo Resources Berhad Lafarge Malayan Cement Bhd Hong Leong Bank Berhad Hong Leong Investment Bank Berhad Hong Leong Islamic Bank Berhad Hong Leong MSIG Takaful Berhad Ophir Holdings Berhad |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Direct Interest: 300,000 ordinary shares of RM0.50 each in FFB Indirect Interest: 800 ordinary shares of RM0.50 each in FFB held by his son. |
| Composition of Audit Committee (Name and Directorate of members after change) | 1. Tan Sri A. Razak bin Ramli - Chairman (Senior Independent Non-Executive Director) 2. Lim Teik Hin - Member (Non-Independent Non-Executive Director) 3. Tan Sri Dato' Seri Ahmad Ramli Bin Haji Mohd Nor - Member (Independent Non-Executive Director) 4. Sobri Bin Abu - Member (Independent Non-Executive Director) |
FAVCO - Change in Audit Committee
| Company Name | FAVELLE FAVCO BERHAD |
| Stock Name | FAVCO |
| Date Announced | 15 May 2014 |
| Category | Change in Audit Committee |
| Reference No | CC-140418-35547 |
| Date of change | 15/05/2014 |
| Name | Tuan Haji Mohamed Taib Bin Ibrahim |
| Age | 89 |
| Nationality | Malaysian |
| Type of change | Resignation |
| Designation | Chairman of Audit Committee |
| Directorate | Independent & Non Executive |
| Qualifications | Tuan Haji Mohamed Taib bin Ibrahim (“Tuan Haji) graduated with Senior Cambridge, Certificate of Education in year 1941 from Kirby College Liverpool. |
| Working experience and occupation | In 1967, he ventured into the private sector and helped set up Federal Flour Mills Berhad. His last position in Federal Flour Mills was as an Administrative Manager and Alternate Director. He was also the Chairman of Kuantan Flour Mills Bhd in 1984. His foray into the marine industry started in 1969 when he was appointed the first company secretary of Malaysian International Shipping Corporation. In 1977, he was nominated to lead Johor based Malaysian Shipyard and Engineering Bhd as the Company’s President and Chief Executive Officer which he later relinquished in 1988. He is the co-founder of Muhibbah Engineering (M) Bhd ("MEB"), the holding company and had been an Independent Non-Executive Director of MEB since its inception on 4 September 1972. He was later appointed as Chairman of MEB on 22 May 1973. Tuan Haji was appointed as a Director of FFB on 15 September 1995. On 10 May 2004, he was appointed as the Independent Non-Executive Chairman and Chairman of the Audit Committee. He was appointed as Chairman of Remuneration Committee. |
| Directorship of public companies (if any) | Nil |
| Family relationship with any director and/or major shareholder of the listed issuer | Nil |
| Any conflict of interests that he/she has with the listed issuer | Nil |
| Details of any interest in the securities of the listed issuer or its subsidiaries | Direct Interest: 445,471 ordinary shares of RM0.50 each in FFB Indirect Interest: 2,316,400 ordinary shares of RM0.50 each in FFB held by his family |
| Composition of Audit Committee (Name and Directorate of members after change) | 1. Tan Sri A. Razak Bin Ramli - Chairman (Senior Independent Non-Executive Director) 2. Lim Teik Hin - Member (Non-Independent Non-Executive Director) 3. Tan Sri Dato' Seri Ahmad Ramli Bin Haji Mohd Nor - Member (Independent Non-Executive Director) 4. Sobri Bin Abu - Member (Independent Non-Executive Director) |
SIGN - TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS):NON RELATED PARTY TRANSACTIONS
| Company Name | SIGNATURE INTERNATIONAL BERHAD |
| Stock Name | SIGN |
| Date Announced | 15 May 2014 |
| Category | General Announcement |
| Reference No | MI-140515-58256 |
| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | SIGNATURE INTERNATIONAL BERHAD ("SIGN" OR THE "COMPANY") PROPOSED ACQUISITION BY SIGNATURE MANUFACTURING SDN BHD ("SMSB" OR "PURCHASER"), A WHOLLY-OWNED SUBSIDIARY OF SIGN, OF THREE (3) ADJOINING PARCELS OF VACANT INDUSTRIAL LAND LOCATED AT:- (I.) LOT 25, EASTERN GATEWAY INDUSTRIAL HUB @ BANDAR BUKIT RAJA, HELD UNDER SURATAN HAKMILIK SEMENTARA NO. H.S.(D) 139768, PT NO. 69195, MUKIM KAPAR, DAERAH KLANG, SELANGOR MEASURING APPROXIMATELY 15,962 SQUARE METRES (OR APPROXIMATELY 171,626.4 SQUARE FEET) ("LAND I") FROM ASPEN POINT SDN BHD ("ASPEN POINT") FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM15,961,255; (II.) LOT 26, EASTERN GATEWAY INDUSTRIAL HUB @ BANDAR BUKIT RAJA, HELD UNDER SURATAN HAKMILIK SEMENTARA NO. H.S.(D) 139769, PT NO. 69196, MUKIM KAPAR, DAERAH KLANG, SELANGOR MEASURING APPROXIMATELY 16,212 SQUARE METRES (OR APPROXIMATELY 174,675.6 SQUARE FEET) ("LAND II") FROM SIERRA TOWERS SDN BHD ("SIERRA TOWERS") FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM16,244,831; AND (III.) LOT 27, EASTERN GATEWAY INDUSTRIAL HUB @ BANDAR BUKIT RAJA, HELD UNDER SURATAN HAKMILIK SEMENTARA NO. H.S.(D) 139758, PT NO. 69185, MUKIM KAPAR, DAERAH KLANG, SELANGOR MEASURING APPROXIMATELY 17,057 SQUARE METRES (OR APPROXIMATELY 183,387.6 SQUARE FEET) ("LAND III") FROM EIGHT EDITION SDN BHD ("EIGHT EDITION") FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM17,055,047, (COLLECTIVELY REFERRED TO AS THE "PROPOSED ACQUISITIONS"). |
The terms used herein, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 18 December 2013 in relation to the Proposed Acquisitions. We refer to the earlier announcements dated 18 December 2013 and 19 December 2013 in relation to the Proposed Acquisitions. On behalf of the Board, RHB Investment Bank Berhad wishes to announce that SMSB had on 15 May 2014, accepted the variation letters from the Vendors dated 9 May 2014 ("Variation Letters") to vary some provisions of the SPAs as detailed out below:- General variation terms between the Vendors and SMSB (1) Condition Precedent (Clause 5.1 (a)) of SPA I, SPA II and SPA III: a. SMSB will pay the aggregate outstanding principal price of RM1,138,832.78 ("Aggregate Outstanding Principal Price") due to Sime Darby USJ Development Sdn. Bhd. ("Developer") under the Principal Agreements referred to in the sub-provision in the SPAs and such Aggregate Outstanding Principal Price shall be paid by SMSB from the Balance due to the Vendors; b. The cheques for the Aggregate Outstanding Principal Price shall be issued directly in favour of the Developer towards settlement of the same; c. The said cheques shall be paid over to the Vendors' solicitors simultaneously with the return of Variation Letters to the Vendors acknowledging acceptance of the varied terms therein; d. The Vendors will furnish SMSB a copy of the receipt issued by the Developer upon its receipt of the same. (2) Adherence to other conditions in the Developer's consent pursuant to clause 15 of the Principal Agreements ("Developer's Consent"): a. Taking into account of the SPAs as varied in the Variation Letters, the Vendors will adhere to the conditions required under the Developer's Consent for payment of the charges on the Properties as follows: i. Quit rent 2014; ii. Assessment as at December 2014; and iii. Interest Charges, if any (as at 31/12/2014), (collectively the "Charges") which Charges shall be paid upon the Vendors receipt of the notification from the Developer of the sum due. The Developer's Consent requires payment of administrative fee of RM1,000.00 ("Developer's Consent Fee") apart from the payment of the above Charges and is only applicable for Land II and Land III. b. The Charges shall be apportioned between the parties as at the completion date provided in the SPAs and therefore SMSB will reimburse the Vendors the amount apportioned due to the Vendors. c. Pursuant to Clause 7.3 in the Principal Agreement, liquidated damages due for late delivery of the Properties by the Developer to the Vendors as purchaser thereunder, shall be apportioned between SMSB and the Vendors as at the Completion Date provided in the SPAs, with the sum due to SMSB paid over after the Vendors' receipt of the same from the Developer. (3) Vacant Possession (Clause 10) and Condition Precedent (Clause 5.1(b)) of SPA I, SPA II and SPA III: a. Vacant possession of the Property will be delivered by the Vendors to SMSB only when the Developer delivers the same to the Vendors. b. Clause 5.1 (b) in the SPAs requiring the Vendors to obtain vacant possession as a condition precedent is hereby removed and no longer applicable. c. Clause 10 in the SPAs is now varied to read as follows, "Subject first to the settlement of the Balance or the outstanding portion thereto the Vendor's Solicitors as stakeholders at the time provided in this Agreement, vacant possession of the Properties shall then be delivered to the Purchaser however only upon the Vendor's receipt of vacant possession at such time from the Developer". (4) Balance (Clause 7) of SPA I, SPA II and SPA III: a. The Balance (the sum of which is now as varied in the Variation Letters) under clause 7.2.1 will be paid by SMSB or its Financier to the Vendors' solicitors as stakeholders on or before the expiry of the completion date and shall be released to the Vendors according to the time and manner stipulated in Clause 7.2.2 in the SPAs notwithstanding vacant possession may not have been delivered to SMSB at the time when the Balance or the outstanding portion thereto is paid to the Vendors' solicitors as stakeholders. b. The last line appearing in Clause 7.2.2 commencing from, "In any event, the Vendor's Solicitors shall only release the Balance to the Vendor provided all outstanding lawful obligations due from the Vendor up to the Completion Date has been settled to the appropriate authority or paid over to the Purchaser" shall be deleted in view that the lawful outgoings for 2014 would only be computed and informed by the Developer at the time vacant possession is ready to be delivered to the Vendors. The Vendors undertake to settle all lawful outgoings as referred to in Item 2 above and request for SMSB's undertaking to pay its portion of the lawful outgoings due from the Completion Date. Specific variation terms between Aspen Point and SMSB (2) Clause 3 Definition of Balance in SPA I: a. Taking into account SMSB's payment of the outstanding principal price, the term "Balance" stipulated throughout SPA I shall upon the actual payment of the outstanding principal price to the Developer, be taken to mean the sum of Ringgit Malaysia Thirteen Million Nine Hundred and Ninety Six Thousand One Hundred and Thirty Two and Sen Seventy Eight (RM13,996,132.78) only. b. This new amount of RM13,996,132.78 shall replace the sum currently set out in SPA I under the definition of Balance. c. This new amount of RM13,996,132.78 shall therefore replace the sum of RM14,365,129.68 and all references to the definition "Balance" within SPA I shall mean the new amount of RM13,996,132.78. Specific variation terms between Sierra Towers and SMSB (2) Clause 3 Definition of Balance in SPA II: a. Taking into account SMSB's payment of the outstanding principal price, the term "Balance" stipulated throughout SPA II shall upon the actual payment of the outstanding principal price to the Developer, be taken to mean the sum of Ringgit Malaysia Fourteen Million Two Hundred and Forty Four Thousand Seven Hundred and Ninety Five and Sen Eighteen (RM14,244,795.18) only. b. This new amount of RM14,244,795.18 shall replace the sum currently set out in SPA II under the definition of Balance. c. This new amount of RM14,244,795.18 shall therefore replace the sum of RM14,620,347.72 and all references to the definition "Balance" within SPA II shall mean the new amount of RM14,244,795.18. (4) Condition Precedent (Clause 5.1 (d)) and Transfer (Clause 8.1) in SPA II: a. The Transfer of the Land II will be executed by the Sime Darby Property (Klang) Sdn. Bhd. ("Proprietor") in favour of SMSB on the payment of the outstanding principal price and the said administrative fee to the Developer. b. The condition precedent clause 5.1(d) and clause 8.1 of SPA II shall be satisfied on the Developer's execution and release of the Transfer to the Vendors' solicitors. c. Such duly executed Transfer will be delivered by the Vendors' solicitors to SMSB's solicitors for the purposes of clause 8.1. Specific variation terms between Eight Edition and SMSB (2) Clause 3 Definition of Balance in SPA III: a. Taking into account SMSB's payment of the outstanding principal price, the term "Balance" stipulated throughout SPA III shall upon the actual payment of the outstanding principal price to the Developer, be taken to mean the sum of Ringgit Malaysia Fourteen Million Nine Hundred and Fifty Five Thousand Two Hundred and Fifty Eight and Sen Seventy Eight (RM14,955,258.78) only. b. This new amount of RM14,955,258.78 shall replace the sum currently set out in SPA III under the definition of Balance. c. This new amount of RM14,955,258.78 shall therefore replace the sum of RM15,349,542.12 and all references to the definition "Balance" within SPA III shall mean the new amount of RM14,955,258.78. (4) Condition Precedent (Clause 5.1 (d)) and Transfer (Clause 8.1) in SPA III: a. The Transfer of the Land III will be executed by the Proprietor abovementioned in favour of SMSB on the payment of the outstanding principal price and the said administrative fee to the Developer. b. The condition precedent clause 5.1(d) and clause 8.1 of SPA III shall be satisfied on the Developer's execution and release of the Transfer to the Vendors' solicitors. c. Such duly executed Transfer will be delivered by the Vendors' solicitors to SMSB's solicitors for the purposes of clause 8.1. Subject to the above variation, all other terms of the SPAs remain unchanged and applicable. Notwithstanding the removal of vacant possession as a condition precedent, the Developer has agreed that the memorandum of transfer for the Properties shall be made in favour of SMSB and executed upon payment of the outstanding principal price under each of the SPAs totaling the Aggregate Outstanding Principal Price and the Developer's Consent Fee for Land II and Land III each. This announcement is dated 15 May 2014. | |
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