We refer to the announcements dated 3 October 2014, 10 November 2014, 13 February 2015 and 27 April 2015 (“Earlier Announcements”) in relation to the Proposed Acquisition of KPJUC Properties.
Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcements.
On behalf of the Manager, AmInvestment Bank Berhad wishes to announce that the Securities Commission Malaysia (“SC”) had, vide its letter dated 11 May 2015, approved the following:-
(i) increase in approved fund size of Al-`Aqar by up to 176,649,139 units (“New Units”), in relation to the following:-
(a) issuance of up to 37,403,846 Deferred Consideration Units pursuant to the Proposed Acquisition of KPJUC Properties, based on minimum issue price of RM1.04 per unit and the Balance Purchase Consideration of RM38,900,000; and
(b) issuance of up to 139,245,293 Al-`Aqar Units, representing approximately 20% of the approved fund size of Al-`Aqar, being the maximum number of units that can be issued pursuant to Clause 14.03 of the Guidelines on Real Estate Investment Trusts issued by the SC (“REIT Guidelines”), pursuant to the proposed private placement announced on 10 November 2014, to raise gross proceeds of up to RM40,000,000, to part finance the cash portion of the Balance Purchase Consideration for the Proposed Acquisition of KPJUC Properties (“Proposed Private Placement”).
(ii) listing and quotation of the New Units on the Main Market of Bursa Securities;
(iii) valuation of the Subject Properties to be acquired by Al-`Aqar valued at RM77,800,000; and
(iv) exemption from compliance with Clause 14.04(a)(ii) of the REIT Guidelines in relation to obtaining unit holders’ approval on the precise terms and conditions of an issue of units.
The SC's approval is subject to, amongst others, the following:-
(i) issuance of up to 37,403,846 Deferred Consideration Units pursuant to the Proposed Acquisition of KPJUC Properties, 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; and
(ii) issuance of up to 139,245,293 Al-`Aqar Units pursuant to the Proposed Private Placement, must be completed within six (6) months from the date of the SC’s approval.
The Proposed Private Placement is not subject to unit holders’ approval, as mentioned in the announcement dated 10 November 2014.
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 Purchase 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 Purchase Consideration in cash as a full and final settlement of the Balance Purchase 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 Purchase Consideration shall be satisfied in cash in the event of Abnormal Market Conditions.
This announcement is dated 12 May 2015.