| General Announcement |
| Submitting Merchant Bank |
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ASEAMBANKERS MALAYSIA BERHAD |
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| Type | : | Announcement |
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| Subject | : | AMANAHRAYA REAL ESTATE INVESTMENT TRUST ("AMANAHRAYA REIT") · PROPOSED PRIVATE PLACEMENT; AND · PROPOSED ACQUISITIONS REFERRED TO HEREINAFTER AS THE "PROPOSALS" |
Contents :
We refer to the announcements made on 8 June 2007, 30 August 2007, 7 September 2007 and 18 September 2007 in relation to the Proposals.
On behalf of the Board of Directors of AmanahRaya-JMF Asset Management Sdn Bhd ("ARJMF"), the management company of AmanahRaya REIT, Aseambankers Malaysia Berhad wishes to announce that CIMB Trustee Berhad (formerly known as Bumiputra-Commerce Trustee Berhad) ("CIMB Trustee"), being the trustee of AmanahRaya REIT had on 26 September 2007 entered into a sale and purchase agreement ("SPA") with Amanah Raya Berhad (as the trustee for Kumpulan Wang Bersama) (hereinafter referred to as "ARB") to acquire:-
(i) Two (2) parcels of leasehold industrial land which are held under Qualified Titles bearing HSD Nos. 97328 and 97329 for Lot Nos. P.T. 611 and P.T. 612, Town of Shah Alam, District of Petaling, State of Selangor Darul Ehsan with leasehold title for 99 years expiring on 20 February 2094 and on which are erected two (2) industrial complexes ("AIC Factory");
(ii) A parcel of freehold (grant-in-perpetuity) industrial land, which is held under Qualified Title bearing HSD No. 232293 for Lot No. P.T. 93, Pekan Baru Hicom (formerly Mukim of Damansara), District of Petaling, State of Selangor Darul Ehsan and on which is erected an industrial complex ("Silverbird Factory"); and
(iii) Two (2) distinct parcels of leasehold industrial land held under the following:
- (a) State Lease bearing Pajakan Negeri No. 4564 for Lot No. 11614
with leasehold title for 60 years expiring on 1 November 2025; and
(b) Qualified Title No. HSM 19795 for Lot No. P.T. 21596 with leasehold title for 99 years expiring on 10 May 2089,
- all situated in the Mukim and District of Klang, State of Selangor
Darul Ehsan and on which is erected a bonded warehouse complex
("Tamadam")
AIC Factory, Silverbird Factory and Tamadam shall collectively be referred to as "the Properties".
The acquisition of the Properties is for a total cash consideration of RM139,700,000 ("Sale Consideration"). The purchase consideration shall be satisfied by the issuance and allotment of 148,617,021 AmanahRaya REIT units ("Vendor Units") to ARB at an issue price of RM0.94 per unit, in the following proportion:- (i) in respect of AIC Factory, by the issuance and allotment of 20,425,532 Vendor Units;
(ii) in respect of Tamadam, by the issuance and allotment of 30,319,149 Vendor Units;
(iii) in respect of Silverbird Factory, by the issuance and allotment of 97,872,340 Vendor Units.
Concurrently, ARB and CIMB Trustee had also entered into deed(s) of novation ("Novation Agreements") in favour of CIMB Trustee for the assignment and transfer of all the rights, benefits, interest and obligations of ARB in several leases with third parties granted by ARB in respect of the Properties. The Novation Agreements will take effect upon the completion of the SPA.
The salient terms of the SPA are as follows:
(i) ARB shall dispose the Properties together with the benefit of the existing leases and subject to the conditions and restrictions-in-interest expressed or implied in the document of title to the Properties.
(ii) The proposed acquisition of the Properties is subject to, the conditions precedent, being fulfilled within three (3) months from the date of the SPA or such other extended date as the parties may mutually agree in writing. Some of these conditions precedent are:
(a) ARJMF obtaining the approval of the Securities Commission which was received on 30 August 2007;
(b) the approval of the unitholders of AmanahRaya REIT;
(c) the completion of the sale and purchase agreement for the acquisition of the Properties by ARB which has been completed;
- (d) a due diligence exercise,
including but not limited to review of the all files or documents
relating to the Properties, being completed to the satisfaction of CIMB
Trustee within seven (7) days from the date of the SPA or such other
date as mutually agreed;
(e) CIMB Trustee certifying the fulfillment of all the conditions precedent set out under the agreements for the acquisition of other properties which forms part of the Proposals;
(f) where applicable, the relevant state authorities' consent to the transfer of the Properties to CIMB Trustee having been obtained by ARB;
(g) the consent by and/or notification to the existing lessees (where applicable) to the transfer of the Properties to CIMB Trustee having been obtained by ARB;
- (h) a written confirmation from
CIMB Trustee of receipt of the duly executed deed(s) of novation of
leases with third parties granted by ARB in respect of the Properties;
and
(i) an irrevocable and unconditional written undertaking from ARB to refund all monies paid to ARB in the event that the properties cannot be transferred in favour of CIMB Trustees.
(iii) Subject to all the conditions precedent being fulfilled, the Sale Consideration shall be payable by the issuance of the Vendor Units.
(iv) On or before the completion date, being three (3) business days from the date the units in respect of the Properties are successfully listed on the Main Board of Bursa Malaysia Securities Berhad, ARB and/or its solicitors shall deliver, amongst others, the memorandum of transfer which shall be executed in favour of CIMB Trustee or its nominee transferring all of ARB's rights and the full benefits granted in respect of the Properties to CIMB Trustee.
(v) Upon the execution of the SPA, ARB and CIMB Trustee will execute the Novation Agreements for ARB to novate existing leases in respect of the Properties to CIMB Trustee whereby the novation shall be effective on the completion date.
This announcement is dated 26 September 2007.