| 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 and 30 August 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 6 September 2007 entered into a sale and purchase agreement ("SPA") with SEG International Bhd ("SEG") to acquire a piece of land in Mukim of Sungai Buloh measuring approximately 425,146 square feet ("Land"), an institutional building complex known as SEGI College erected on the Land, bearing a postal address of Lot No. 9, Jalan Teknologi, Taman Sains Selangor 1, Kota Damansara, 47810 Petaling Jaya, Selangor Darul Ehsan and fixtures, fittings, plants and equipments ("SEGI College") for a total cash consideration of RM145.0 million ("Sale Consideration") ("Proposed SEGI Acquisition").
Concurrently, SEG and CIMB Trustee had also entered into a lease agreement wherein SEG agreed to lease SEGI College from CIMB Trustee for a period of ten (10) years from the completion date of the SPA, extendable at SEG's option for a further five (5) years at a revised rental to be mutually agreed upon ("Lease Agreement").
The salient terms of the SPA are as follows:
(i) SEGI College shall be disposed of together with the benefit of the rights, title and interest thereto but subject to the conditions and restrictions-in-interest expressed or implied in the master title, if any, to SEGI College, and the separate document of title upon issuance, but otherwise free from all interests, liens, charges (whether fixed or floating), mortgages, pledges, hypothecation or other security arrangement or interest of any kind, and with legal possession. (ii) The Proposed SEGI Acquisition 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 approvals of the Securities Commission ("SC"), and other relevant authorities for the acquisition of SEGI College and other properties to be acquired by CIMB Trustee and the listing of the new units (undivided interests in AmanahRaya REIT) in respect of SEGI College and such other properties, within the AmanahRaya REIT's funds ("Units") on the Main Board of Bursa Malaysia Securities Berhad ("Bursa Securities");
- (c) SEG obtaining the consent
of the Selangor State Development Corporation, being the developer of
the Land and, where applicable the relevant state authorities' consent
to the assignment of SEGI College to CIMB Trustee;
- (d) a due diligence exercise,
including but not limited to review of the all files or documents
relating to SEGI College, 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; and
(e) SEG obtaining approval from its shareholders and the SC for the disposal and leaseback of SEGI College and the satisfaction of all conditions to the said approvals, if any.
(iii) Subject to all the conditions precedent being fulfilled, the Sale Consideration shall be payable by CIMB Trustee to SEG within 3 business days from the date the Units are successfully listed on the Main Board of Bursa Securities or by no later than 120 days from the date of the SPA, whichever is earlier ("Completion Date"), in two (2) tranches in the following manner:
(a) the sum required to be remitted to the assignee of the Land in order to redeem the Land from the existing assignment ("Redemption Sum"), which shall be paid to the assignee of the Land on or before the Completion Date; and
(b) the Sale Consideration less the Redemption Sum shall be paid to SEG's solicitors as stakeholders by the Completion Date.
(iv) On or before the Completion Date, SEG and/or its solicitors shall deliver, amongst other things, a deed of assignment which shall be executed in favour of CIMB Trustee or its nominee assigning all of SEG's proprietary rights and the full benefits granted in respect of SEGI College to CIMB Trustee.
(v) Upon the execution of the SPA, SEG and CIMB Trustee will execute the Lease Agreement for SEG to leaseback SEGI College from CIMB Trustee whereby the lease shall be effective on the Completion Date.
The salient terms of the Lease Agreement are as follows:
(i) In consideration of CIMB Trustee agreeing to enter into the SPA, CIMB Trustee agrees to grant and SEG agrees to accept the lease of SEGI College for a term of ten (10) years ("Lease Term") commencing from the Completion Date ("Commencement Date").
(ii) SEG 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 be at the prevailing market rate but shall not be less than the Rent (to be defined herein) for the 5th year of the Lease Term being RM12,325,000 per annum) and upon the same terms and conditions of the Lease Agreement (except for the clause for renewal).
(iii) The monthly rental ("Rent") of SEGI College, payable in advance on or before the 7th day of every calendar month during the Lease Term, is set out in Table 1 below.
(iv) SEG shall be fully responsible, at its own costs and expense, for the general and total maintenance of SEGI College and the facilities enjoyed and available in SEGI College, in particular without limitation to the generality of the foregoing, all those duties and obligations set out in the Lease Agreement and SEG further agrees that it shall fully indemnify and save harmless CIMB Trustee for all actions, demands, claims, liabilities, losses, damages or expenses or proceedings suffered or incurred by the CIMB Trustee as a result of the SEG's breach of or non-compliance with any of such duties and obligations.
(v) Prior to the Commencement Date, SEG shall deliver an irrevocable undertaking from a reputable bank or a licensed financial institution to issue to CIMB Trustee an irrevocable bank guarantee(s) ("Bank Guarantee") in favour of CIMB Trustee for a sum of RM20,880,000 as a security deposit for the due observance and performance by SEG of the terms and conditions of the Lease Agreement.
(vi) The Bank Guarantee shall be renewed regularly for successive validity periods of two (2) years each (which continuity shall be ensured by SEG) for an amount equivalent to two (2) years' Rent.
(vii) In the event CIMB Trustee wishes to sell or otherwise dispose SEGI College during the Lease Term, CIMB Trustee will grant SEG a right of first refusal.
This announcement is dated 7 September 2007.
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