| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| Description |
SUNSURIA BERHAD - PROVISION OF CORPORATE GUARANTEE |
1. INTRODUCTION
Pursuant to Paragraphs 8.23(2)(b) and 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad on the provision of financial assistance which involves the interest of related parties, the Board of Directors of Sunsuria Berhad (the “Company” or “Sunsuria”) wishes to announce that OCBC Bank (Malaysia) Berhad (“the Bank”) has granted an additional limit of RM120.0 million, making total credit facilities of RM420.483 million (“the Facilities”) to Bangsar Hill Park Development Sdn Bhd (“BHPDSB”), a 51%-owned subsidiary of the Company.
Pursuant to the Facilities, the Company has provided financial assistance to BHPDSB in the form of a Corporate Guarantee which is in proportion to the Company’s 51.0% shareholding in BHPDSB. The terms of the Corporate Guarantee were accepted on 2 October 2023.
2. DETAILS OF THE PROVISION OF FINANCIAL ASSISTANCE
At the Extraordinary General Meeting of the Company held on 5 February 2021 (“EGM”), the Company had obtained shareholders’ approval to provide financial assistance to BHPDSB, of up to RM276.1 million, of which an amount of up to RM102.1 million in cash shall be used for the working capital requirement of BHPDSB which is in proportion to the Company’s 51% shareholding in BHPDSB and an amount of up to RM174.0 million in the form of corporate guarantee for 51% of the financing facilities obtained by BHPDSB.
Pursuant to the Facilities, the Company will be providing further Corporate Guarantee of approximately RM40.47 million (“Provision of Financial Assistance") in addition to the earlier mandate obtained at the EGM.
In view of the interest of the following related parties, the Provision of Financial Assistance is a Related Party Transaction under Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad:
i) Sunsuria KL Sdn Bhd (“SKLSB”) owns 16% equity interest in BHPDSB and Suez Capital Sdn Bhd (“Suez”) owns 29.63% equity interest in BHPDSB.
ii) Datuk Ter Leong Hing, being brother of Tan Sri Datuk Ter Leong Yap, having own no less than 20% equity interest in BHPDSB through Suez.
iii) Tan Sri Datuk Ter Leong Yap (“Interested Director”) is a Sole Director and major shareholder of SKLSB. He owns 75.3% equity interest in SKLSB and his spouse, Puan Sri Datin Kwan May Yuen owns the balance 24.7% interest.
3. RATIONALE FOR THE PROVISION OF FINANCIAL ASSISTANCE
The Facilities is to part finance the development projects and for working capital of BHPDSB. As such, the Corporate Guarantee is regarded as a provision of financial assistance necessary to facilitate the ordinary course of business of BHPDSB.
4. RISK FACTORS OF THE PROVISION OF FINANCIAL ASSISTANCE
The Board of Directors of Sunsuria does not envisage any specific risks associated with the Provision of Financial Assistance, apart from the general business risks faced by BHPDSB.
5. PERCENTAGE RATIO OF THE PROVISION OF FINANCIAL ASSISTANCE
The highest percentage ratio applicable to the Provision of Financial Assistance pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements is 4.05%.
6. FINANCIAL EFFECTS OF THE PROVISION OF FINANCIAL ASSISTANCE
The Provision of Financial Assistance are not expected to have any material effects to the earnings per share, net assets per share, gearing, share capital and substantial shareholders’ shareholding of the Company.
7. APPROVALS REQUIRED
The Provision of Financial Assistance is not subject to approval of the shareholders of the Company or any relevant regulatory authorities.
8. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Save as disclosed in item 2 above, none of the other Directors and major shareholders of Sunsuria or persons connected with them have any interests, direct or indirect, in the Provision of Financial Assistance.
Accordingly, the interested Director has abstained from Board deliberation and voting on the Provision of Financial Assistance.
9. STATEMENTS BY DIRECTORS
The Board of Directors of Sunsuria (save for the interested Director) after careful deliberation and consideration of all aspects of the Provision of Financial Assistance, is of the opinion that the Provision of Financial Assistance is in the best interest of the Sunsuria Group.
10. STATEMENT BY AUDIT COMMITTEE
Having taken into consideration of all aspects of the Provision of Financial Assistance, the Audit Committee of the Company is of the view that the Provision of Financial Assistance is fair, reasonable and on normal commercial terms and not detrimental to the interest of the minority shareholders based on the basis that the Facilities which are granted by the Bank to BHPDSB is made in the ordinary course of business, based on best negotiated terms from the Bank and is comparable to current market funding rates.
This announcement is dated 2 October 2023.
| Company Name | SUNSURIA BERHAD |
| Stock Name | SUNSURIA |
| Date Announced | 02 Oct 2023 |
| Category | General Announcement for PLC |
| Reference Number | GA1-25092023-00023 |