Type | Announcement |
Subject | MULTIPLE PROPOSALS |
Description |
SUNSURIA BERHAD (FORMERLY KNOWN AS MALAYSIA AICA BERHAD) ("SUNSURIA" OR THE COMPANY") - PROPOSED SDSDSB ACQUISITION - PROPOSED VARIATION |
Reference is made to the announcement made by RHB Investment Bank Berhad (“RHB Investment Bank”), AmInvestment Bank Berhad (“AmInvestment Bank”) and Astramina Advisory Sdn Bhd (“Astramina”) (collectively, the “Joint Advisers”), on behalf of the Board of Directors of Sunsuria (“Board”) on 10 March 2015 (“Initial Announcement”) in relation to amongst others, the proposed subscription by Sunsuria for securities in Sunsuria Gateway Sdn Bhd (“SGSB”) by way of:- 1.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”); and 2.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 (“Datuk Ter”) (“Proposed Reinvestment”) (the Proposed SGSB Subscription and the Proposed Reinvestment are collectively referred to as the “Proposed SGSB Transactions”). Unless otherwise stated, the terms used herein shall bear the same meaning as those defined in the Initial Announcement. On behalf of the Board of Directors of Sunsuria Berhad, the Joint Advisers wish to announce that the Company had, on 20 April 2015, entered into:- 1.a conditional share purchase agreement with Sime Darby Property (“SDSDSB SPA”) for the Proposed SDSDSB Acquisition for a total cash consideration of RM173.4 million, comprising RM157.0 million ("SDSDSB Consideration") for the Proposed SDSDSB Acquisition as well as approximately RM16.4 million for the settlement of the Sime Darby Advances referred to in Section 2.6.5 of this Announcement; and 2.a supplemental agreement to vary the terms of the SGSB Subscription Agreement dated 9 March 2015 entered into between Sunsuria, SGSB, Datuk Ter and Datin Kwan (as existing shareholders of SGSB) (“Supplemental SGSB Subscription Agreement”) to fix the maximum redemption sum payable for full and final capital redemption of all SGSB RPS-A issued by SGSB and held by Datuk Ter amounting to a maximum RM168,390,000 (“Proposed Full and Final Capital Return of RPS-A”) and thereafter there shall be no further issuance of SGSB RPS-A under the terms of the SGSB Subscription Agreement (collectively referred to as the “Proposed Variations”). Arising from the Proposed Variations, there will be an amount of RM69,610,000 in SGSB in which Sunsuria will hold 99.99% effective equity interest, which is intended to be utilised for inter-alia, working capital purposes, including the payment of the remaining unpaid Suria Serenia Land purchase consideration by SDSDSB. Accordingly, the Proposed SGSB Transactions will hereinafter include the Proposed Variations. Please refer to the attachment below for further details on the Proposed SDSDSB Acquisition and Proposed Variations. This announcement is dated 20 April 2015. |
Please refer attachment below.
Company Name | SUNSURIA BERHAD |
Stock Name | SUNSURIA |
Date Announced | 20 Apr 2015 |
Category | General Announcement for PLC |
Reference Number | GA1-20042015-00040 |
Attachments