PROPOSED DISPOSAL BY THE SUBSIDIARIES OF KPJ HEALTHCARE BERHAD ("KPJ") OF THEIR INTERESTS IN:-

- SEREMBAN SPECIALIST HOSPITAL BUILDING;
- TAIPING MEDICAL CENTRE BUILDING;
- DAMAI SPECIALIST HOSPITAL BUILDING;
- BUKIT MERTAJAM SPECIALIST HOSPITAL BUILDING;
- KPJ PENANG SPECIALIST HOSPITAL BUILDING;
- TAWAKAL HOSPITAL EXISTING BUILDING;
- KPJ TAWAKAL SPECIALIST HOSPITAL BUILDING; AND
- KPJ INTERNATIONAL COLLEGE OF NURSING AND HEALTH SCIENCES BUILDING (FORMERLY KNOWN AS PNC INTERNATIONAL COLLEGE OF NURSING AND HEALTH SCIENCES BUILDING) ("KPJIC BUILDING")

TO AL-`AQAR KPJ REIT ("AL-`AQAR") FOR A TOTAL SALE CONSIDERATION OF RM292,500,000 TO BE SATISFIED PARTLY BY CASH CONSIDERATION OF RM175,626,250 AND PARTLY BY THE ISSUANCE OF 123,025,000 NEW UNITS IN AL-`AQAR AT AN ISSUE PRICE OF RM0.95 PER UNIT ("PROPOSED DISPOSALS")

 

Announcement Details :

This announcement is dated 3 February 2009.

We refer to the announcements dated 19 August 2008 and 4 September 2008 in respect of the Proposed Disposals.

The Proposed Disposals involve, amongst others, the proposed disposal of KPJIC Building by Puteri Nursing College Sdn Bhd ("PNCSB"), a wholly-owned subsidiary of Kumpulan Perubatan (Johor) Sdn Bhd, which in turn is a wholly-owned subsidiary of KPJ.

PNCSB had on 4 June 2008 entered into a conditional sale and purchase agreement to acquire KPJIC Building from its existing beneficial owner ("Existing SPA"). The said transaction is pending completion.

Amanah Raya Berhad ("Trustee"), the trustee acting on behalf of Al-`Aqar had on 18 August 2008 and 4 September 2008 issued a letter of offer and a revised letter of offer respectively to PNCSB (which was duly accepted by PNCSB on 19 August 2008 and 4 September 2008 respectively) for the proposed acquisition of KPJIC Building, the term and conditions of which were to be formalised by the execution of a formal agreement between the Trustee and PNCSB.

On behalf of the Board of Directors of KPJ, AmInvestment Bank Berhad, a member of AmInvestment Bank Group, wishes to announce that PNCSB had on 3 February 2009 issued a supplemental letter to the Trustee to formalise the terms and conditions of the proposed disposal by PNCSB of KPJIC Building to the Trustee ("Agreement"). PNCSB had, in the said letter, informed the Trustee that pursuant to the Existing SPA, PNCSB had notified the beneficial owner of KPJIC Building of its intention to procure the transfer of KPJIC Building directly to the Trustee as its nominee.

In addition to the terms and conditions of the Exisiting SPA (details of which are set out in the announcement dated 4 June 2008), the Agreement is subject to the following conditions precedent being fulfilled/approvals being obtained within six (6) months from the date of the Agreement or such extended date as the parties may mutually agree:-

(a) the approval of KPJ shareholders being obtained for the disposal of KPJIC Building to the Trustee and in the event such approval is given conditionally, the satisfaction of all such conditions to the said approval;

(b) the approval of the unitholders of Al-`Aqar by way of ordinary resolution being obtained for the acquisition of KPJIC Building;

(c) the relevant State Authority consent for the transfer of a parcel of land held under Title No. P.T. No. 29560 on which KPJIC Building is sited, from the beneficial owner of KPJIC Building to the Trustee (being PNCSB's nominee), has been obtained;

(d) the Trustee obtaining the approval of its board of directors and shareholders (if required) for the acquisition of KPJIC Building;

(e) PNCSB obtaining the approval of its board of directors and shareholders (if required) for the disposal of KPJIC Building;

(f) receipt of PNCSB's undertaking in favour of the Trustee or the Trustee's financier, an undertaking to refund the purchase consideration paid in the event the memorandum of transfer cannot be registered for any reason whatsoever;

(g) receipt of the registrable Memorandum of Transfer with the relevant stamp duty office endorsement on the same as being exempted from the payment of stamp duly pursuant to Stamp Duty (Exemption) (No. 4) Order 2004;

(h) all such other consents and regulatory and/or governmental approvals required to be obtained by PNCSB, KPJ and/or the Trustee in order to effect the completion of the proposed disposal of KPJIC Building have been obtained; and

(i) any other regulatory approvals required as may be advised by the Trustee's solicitors.

The consideration for the proposed disposal of KPJIC Building of RM16,500,000 shall be settled in the following manner, either:-

(a) In the event the consideration for KPJIC Building is due and payable to the beneficial owner of KPJIC Building under the Existing SPA prior to the fulfilment of all the conditions precedent set out in the Agreement, PNCSB shall first pay the consideration for KPJIC Building to the beneficial owner of KPJIC Building and the Trustee shall reimburse PNCSB within fourteen (14) days from the date the last condition precedent under the Agreement is fulfilled; or

(b) In the event the conditions precedent set out in the Agreement are fulfilled prior to the settlement of the consideration for KPJIC Building being due under the Existing SPA, the Trustee shall pay to PNCSB within seven (7) days from the Trustee's receipt of PNCSB's request in writing. PNCSB shall then forward the same to the beneficial owner of KPJIC Building.