We refer to the announcements dated 3 October 2014 and 13 February 2015 (“Earlier Announcements”) in relation to the Proposals.
Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcements.
On behalf of the Board of Directors of KPJ, AmInvestment Bank Berhad wishes to announce that KPJ had been informed by Al-`Aqar Healthcare REIT (“Al-`Aqar”) that the Securities Commission Malaysia (“SC”) had, vide its letter dated 11 May 2015, approved, among others, the listing and quotation of new units in Al-`Aqar (“Al-`Aqar Units”) on the Main Market of Bursa Malaysia Securities Berhad, including the issuance of up to 37,403,846 new Al-`Aqar Units, based on the minimum issue price of RM1.04 per unit, to raise the Balance Disposal Consideration of RM38.9 million.
The SC's approval is subject to, amongst others, the issuance of up to 37,403,846 Deferred Consideration Units pursuant to the Proposed Disposal, must be completed on the expiry of the three (3) years from the completion date of the SPA or such other date as the parties may agree in writing, subject to the approval of the SC.
Reference is also made to the announcement dated 13 February 2015. Furtherance thereto, the parties to the SPA have agreed on the deletion of the following terms:-
(i) Notwithstanding the occurrence of the Abnormal Market Conditions, if the Vendor intends to receive the Deferred Consideration Units as settlement for the Balance Disposal Consideration, the Purchaser shall, at the request of the Vendor, seek prior approval from the SC, if required, for the issuance of the Deferred Consideration Units; and
(ii) In the event, the SC’s approval for the issuance of Deferred Consideration Units in relation to the above is not obtained, the Purchaser shall settle the Balance Disposal Consideration in cash as a full and final settlement of the Balance Disposal Consideration. In such event, the Settlement Date shall be extended to another six-(6) months from the date of SC’s decision.
Pursuant to the above, the Balance Disposal Consideration shall be satisfied in cash in the event of Abnormal Market Conditions.
This announcement is dated 13 May 2015.
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