| Type | Announcement |
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS |
| Description | SUNSURIA BERHAD (FORMERLY KNOWN AS MALAYSIA AICA BERHAD) ("SUNSURIA" OR THE “COMPANY") - PROPOSED SUBSCRIPTION FOR SECURITIES IN SUNSURIA GATEWAY SDN BHD (“SGSB”) BY WAY OF:- (A) PROPOSED SUBSCRIPTION FOR 1,000,000 NEW ORDINARY SHARES OF RM1.00 EACH IN SGSB (“SGSB SHARES”), REPRESENTING 99.99% EQUITY INTEREST IN SGSB AT A CASH SUBSCRIPTION PRICE OF RM1,000,000 AND PROPOSED SUBSCRIPTION FOR 237,000,000 NEW REDEEMABLE PREFERENCE SHARES-CLASS B OF RM0.01 EACH IN SGSB (“SGSB RPS-B”) AT A SUBSCRIPTION PRICE OF RM237,000,000 (COLLECTIVELY, THE “PROPOSED SGSB SUBSCRIPTION”) (B) PROPOSED SUBSCRIPTION FOR 102,040,816 NEW ORDINARY SHARES OF RM0.50 EACH IN SUNSURIA ("SUNSURIA SHARE(S)") AT AN ISSUE PRICE OF RM0.98 PER SUNSURIA SHARE BY DATUK TER LEONG YAP (“PROPOSED REINVESTMENT”) (THE PROPOSED SGSB SUBSCRIPTION AND THE PROPOSED REINVESTMENT ARE COLLECTIVELY REFERRED TO AS THE “PROPOSED SGSB TRANSACTIONS”) - PROPOSED ACQUISITION OF A 21% EFFECTIVE EQUITY INTEREST IN SUNSURIA MEDINI SDN BHD (“SMSB”) BY WAY OF:- (A) PROPOSED ACQUISITION OF TWO (2) ORDINARY SHARES OF RM1.00 EACH IN CONCORD PROPERTY MANAGEMENT SDN BHD (“CONCORD”) (“CONCORD SALE SHARES”) REPRESENTING THE ENTIRE EQUITY INTEREST IN CONCORD (WHICH CURRENTLY HOLDS 250,000 ORDINARY SHARES OF RM1.00 EACH IN SMSB, REPRESENTING 20% EQUITY INTEREST IN SMSB) FOR A CASH CONSIDERATION OF RM53,121,296.30 (“PROPOSED SMSB ACQUISITION 1”); (B) PROPOSED ACQUISITION OF 12,500 ORDINARY SHARES OF RM1.00 EACH IN SMSB (“SMSB SALE SHARES”) REPRESENTING 1% EQUITY INTEREST IN SMSB FOR A CASH CONSIDERATION OF RM1,848,399.97 (“PROPOSED SMSB ACQUISITION 2”) (THE PROPOSED SMSB ACQUISITION 1 AND THE PROPOSED SMSB ACQUISITION 2 ARE COLLECTIVELY REFERRED TO AS THE “PROPOSED ACQUISITIONS”) - PROPOSED SUBSCRIPTION FOR 25,000,000 NEW ORDINARY SHARES OF RM1.00 EACH, REPRESENTING 99.01% EQUITY INTEREST IN RENTAK NUSANTARA SDN BHD (“RNSB”) (“RNSB SHARES”) AT A CASH SUBSCRIPTION PRICE OF RM25,000,000 AND PROPOSED SUBSCRIPTION FOR 32,000,000 NEW REDEEMABLE PREFERENCE SHARES OF RM0.01 EACH IN RNSB (“RNSB RPS”) AT A CASH SUBSCRIPTION PRICE OF RM32,000,000 (COLLECTIVELY, THE “PROPOSED RNSB SUBSCRIPTION”) (THE PROPOSED SGSB TRANSACTIONS, THE PROPOSED ACQUISITIONS AND THE PROPOSED RNSB SUBSCRIPTION ARE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) |
On behalf of the Board of Directors of Sunsuria (“Board”), RHB Investment Bank Berhad (“RHB Investment Bank”), AmInvestment Bank Berhad (“AmInvestment Bank”) and Astramina Advisory Sdn Bhd (“Astramina”) (collectively, the “Joint Advisers”) wish to announce that the Company had, on 10 March 2015 entered into:- (i) a conditional subscription agreement with SGSB and Datuk Ter Leong Yap (“Datuk Ter”) and Datin Kwan May Yuen (“Datin Kwan”) (being the existing shareholders of SGSB) for the Proposed SGSB Subscription (“SGSB Subscription Agreement”); (ii) a conditional share purchase agreement (“SPA”) with Datuk Ter and Ter Hong Khim @ Tai Foong Chin (“THK”) for the Proposed SMSB Acquisition 1 (“SMSB SPA 1”); (iii) a conditional SPA with THK Capital Sdn Bhd (“TCSB”) for the Proposed SMSB Acquisition 2 (“SMSB SPA 2”); and (the SMSB SPA 1 and the SMSB SPA 2 are collectively referred to as the “SMSB SPAs”) (iv) a conditional subscription agreement with RNSB and Sunsuria Development Sdn Bhd (“SDSB”) (being the existing shareholder of RNSB) for the Proposed RNSB Subscription (“RNSB Subscription Agreement”). Further details of the Proposals are set out in the attachment. This announcement is dated 10 March 2015. |
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| Company Name | SUNSURIA BERHAD |
| Stock Name | SUNSURIA |
| Date Announced | 10 Mar 2015 |
| Category | General Announcement |
| Reference No | MB-150309-62314 |
Attachments