| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS |
| Description | SUNSURIA BERHAD (SUNSURIA OR THE COMPANY) SHARES SALE AND PURCHASE AGREEMENT AND SHAREHOLDERS AGREEMENT IN RELATION TO THE PROPOSED ACQUISITION OF 80% EQUITY INTEREST IN MAYER LAND SDN. BHD. |
We refer to the Company’s announcement dated 22 June 2023 (“Announcement”), in respect of the aforesaid matter and the email from Bursa Malaysia Securities Berhad (“Bursa Securities”) received on 26 June 2023 on the above matter.
(Unless otherwise stated, all abbreviations used herein shall have the same meaning as those mentioned in the Announcement dated 22 June 2023.)
The Company hereby provides the additional information for public release as required by Bursa Securities:
1. To state and clarify whether MLSB will be a 80% owned subsidiary of SUNSURIA. Otherwise, to explain how MLSB will be recognised.
Upon meeting the Conditions Precedent and the Shares SPA being unconditional, MLSB will become a 80% owned subsidiary of Sunsuria with the completion of the Share SPA.
2. To state the name of existing directors of MLSB.
The existing directors of MLSB are Ong Thuan Bok and Kho Weng Kooi, who are the Vendors.
3. To provide financial information of MLSB including net profit, net assets and net book value of assets.
The following financial information was extracted from the audited financial statements (“AFS”) of MLSB for its financial year ended (“FYE”) 31 December 2021 and the latest available unaudited interim information for FYE 31 December 2022:
|
Items |
FYE 31 December 2021 (RM) |
FYE 31 December 2022 (RM) |
|
Revenue |
17,904,737 |
2,005,832 |
|
Profit before taxation |
992,411 |
(1,387,843) |
|
Net profit for the financial year |
852,005 |
(1,430,930) |
|
Net assets |
1,957,041 |
526,111 |
|
Net book value of assets |
6,585,995 |
6,486,198 |
4. To disclose the project value for each of the Projects undertaken by/awarded to MLSB.
Estimated Gross Development Value based on the latest feasibility study
Bertam Perdana RM266.13 million
Salak Tinggi RM254.49 million
Kota Warisan RM463.75 million
5. To provide the rationale for excluding Project Alamanda from the Collaboration.
Project Alamanda was excluded from the Collaboration in view that it was already completed prior to the Collaboration.
6. To clarify if there is any validity period to the Collaboration and whether the Collaboration is intended solely for the purpose of undertaking the Projects.
The Collaboration is via acquisition of 80% in MLSB for the purposes of undertaking the 3 projects as mentioned under Sections 2.2(b), (c) and (d) of the Announcement, and such other future projects as may be identified and agreed by the Parties.
7. Please state clearly the party that shall be responsible in fulfilling each of the conditions precedent stated under Section 3.2(c) and under what circumstances the Vendors and MLSB will be solely or jointly responsible.
The conditions precedent stated under Section 3.2(c) are to be fulfilled by the Vendors in the name of MLSB, being the legal entity named or to be named under the approvals/documents to be obtained pursuant to the conditions precedent. It remains the obligation of the Vendors as a party to the Shares SPA to procure MLSB to fulfil such conditions precedent.
8. To clarify on the change in composition of the Board of Directors of MLSB envisaged to take place.
The number of directors to be appointed to the Board of MLSB shall be five (5), to be appointed in the following manner:
|
Shareholders |
Number of director(s) on the board of MLSB |
|---|---|
|
SSSB |
3 |
|
Vendors |
2 |
The position of the chairman of the Board shall be the nominee elected by SSSB.
9. To provide the basis of arriving at and the justification for the Purchase Consideration other than on a “willing buyer willing seller” basis.
The Purchase Consideration is derived from the advances paid by the Vendors for the future project development expenditures undertaken by MLSB.
10. To state the amount/value of the pre-acquisition liabilities and pre-acquisition assets.
As at 31 Mar 2023
Pre-acquisition liabilities: RM15,858,499
Pre-acquisition assets: RM15,273,635
11. Arising from comment no.1, should MLSB become a 80% owned subsidiary of SUNSURIA, to clarify whether there will be any other liabilities to be assumed by Sunsuria Group and to show the financial effects of the transaction assuming 80% of MLSB will be consolidated into the Sunsuria Group.
There are no other liabilities to be assumed by Sunsuria Group upon MLSB becoming a 80% owned subsidiary of Sunsuria.
12. To state the highest percentage ratio applicable to the transaction.
The highest percentage ratio is 0.08% based on the value of assets of MLSB and the Purchase Consideration, against the net assets of Sunsuria Group as at the latest Audited financial statements for the financial year ended 30 September 2022
This announcement is dated 27 June 2023.
| Company Name | SUNSURIA BERHAD |
| Stock Name | SUNSURIA |
| Date Announced | 27 Jun 2023 |
| Category | General Announcement for PLC |
| Reference Number | GA1-27062023-00076 |