| 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 and 7 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 18 September 2007 entered into a novation agreement ("Novation Agreement") with Kedah State Development Coporation ("KSDC") and Teras Globalmas Sdn Bhd ("TGSB") to acquire all rights, title, benefits, interests and obligations of TGSB under the agreement of lease dated 25 October 2005 between KSDC and TGSB, as varied by a supplemental agreement dated 23 February 2006 ("Agreement of Lease") in respect of a parcel of leasehold industrial land known as Plot No. 61B which is held under a Master Title bearing HSD No. 60855 for Lot No. P.T. 6736, Town of Gurun, District of Kuala Muda, State of Kedah Darul Aman and on which is erected an industrial complex ("Gurun").
Upon the completion of the Novation Agreement, Gurun shall be deemed to be transferred and vested in CIMB Trustee and CIMB Trustee shall assume the rights, title, benefits, interests and obligations of TGSB under the Agreement of Lease to the intent that CIMB Trustee shall, for all intent and purposes, be deemed to be a party to the Agreement for Lease from the completion date, being three (3) business days from the date the units in respect of the acquisition of other properties which form part of the Proposals are successfully listed on the Main Board of Bursa Malaysia Securities Berhad.
The consideration sum for the novation is RM23,970,000.
The novation of the rights, title, benefits, interests and obligations of TGSB under the Agreement of Lease to the Trustee is conditional upon, inter alia, the following:-
(a) the approval of the Securities Commission of the application by ARJMF for the Proposals which was received on 30 August 2007;
(b) the approval of the unitholders of AmanahRaya REIT;
(c) the relevant state authority's consent to the charging of the land on which Gurun is erected on, in favour of CIMB Trustee's financiers having been obtained by CIMB Trustee;
(d) the due diligence exercise in respect of Gurun having been completed to the satisfaction of CIMB Trustee;
(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) a written confirmation and undertaking from CIMB Trustee's financier addressed to TGSB undertaking to release the loan amount to TGSB or TGSB's nominees towards settlement of the consideration sum on the completion date;
(g) an irrevocable and unconditional written undertaking from TGSB to refund all monies paid including all or any part of the consideration sum paid to TGSB in the event that the novation in favour of CIMB Trustee cannot be effected or is invalid for any reason whatsoever;
(h) the completion of a building audit by a professional consultant appointed by ARJMF and/or CIMB Trustee and ARJMF and CIMB Trustee being satisfied as to the results of the building audit.
Upon the execution of the Novation Agreement, TGSB and CIMB Trustee will execute the lease agreement for TGSB to leaseback Gurun from CIMB Trustee whereby the lease shall be effective on the completion date ("Lease Agreement").
The salient terms of the Lease Agreement are as follows:
(i) In consideration of CIMB Trustee agreeing to enter into the Novation Agreement, CIMB Trustee agrees to grant and TGSB agrees to accept the lease of Gurun for a term of ten (10) years ("Lease Term") commencing from the completion date ("Commencement Date").
(ii) TGSB is granted an option to renew the lease for a further period of five (5) years upon a revised rental to be agreed upon between the parties (such revised rental shall not be less than the rent for the 10th year of the Lease Term) and upon the same terms and conditions of the Lease Agreement (except for the clause for renewal).
(iii) The rental deposit shall be as follows:-
- (a) cash amount of Ringgit Malaysia Two Million Nine Hundred Forty
Eight Thousand Three Hundred and Ten (RM2,948,310) equivalent to 1 ½
years average rental, to be deposited or cause to be deposited into an
Institutional Trust Account ("ITA") under the TGSB's name to be
operated and administered by Amanah Raya Berhad (as trustee for
Kumpulan Wang Bersama) ("ARB") for the absolute benefit of CIMB
Trustee. For the avoidance of doubt the operations and administration
of the ITA shall be governed by a trust deed to be executed by CIMB
Trustee and ARB; and
- (b) cash amount of Ringgit Malaysia One Hundred Thousand (RM100,000) as security deposit for the restoration of Gurun.
This announcement is dated 18 September 2007.