TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description
:
KPJ HEALTHCARE BERHAD (“KPJ” OR THE “COMPANY”)
PROPOSED DISPOSAL BY BANDAR BARU KLANG SPECIALIST HOSPITAL SDN BHD, A SUBSIDIARY OF KPJ, OF THE BANDAR BARU KLANG SPECIALIST HOSPITAL BUILDING (NOW KNOWN AS "KPJ KLANG SPECIALIST HOSPITAL") (“BBKSH BUILDING”) TO AMANAHRAYA TRUSTEES BERHAD, ON BEHALF OF AL-`AQAR HEALTHCARE REIT (“AL-`AQAR”) (“PROPOSED DISPOSAL”)
Announcement Details/Table Section :
This announcement is dated 11 June 2012. We refer to the announcements dated 9 March 2010, 30 April 2010, 1 December 2010 and 2 August 2011 (collectively referred to as “Earlier Announcements”) as well as the circular dated 2 December 2010 in relation to the Proposed Disposal (“Circular”).
Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Circular.
Pursuant to the Circular, Bandar Baru Klang Specialist Hospital Sdn Bhd, being the vendor of BBKSH Building (“Vendor”), had on 30 April 2012 entered into a separate supplemental sale and purchase agreement with Al-`Aqar, represented by its trustee, AmanahRaya Trustees Berhad (“Trustee”) (“BBKSH Supplemental SPA”), to vary certain terms of the sale and purchase agreement, amongst others, the provision on the satisfaction of the sale consideration was varied to allow for a revaluation of BBKSH Building to be conducted upon completion of its construction (if necessary). If there is a variation in the market value of BBKSH Building, the sale consideration will be adjusted. However, it shall not be more than ten percent (10%) of the original sale consideration (“Sale Consideration Variation”).
The shareholders of KPJ had on 17 December 2010, approved the Proposed Disposal including the abovementioned Sale Consideration Variation.
Pursuant to the above, on behalf of the board of directors of KPJ Healthcare Berhad, AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that the Vendor and Al-`Aqar, represented by its Trustee, had on 6 June 2012, exchanged letters to agree that the revised sale consideration of BBKSH Building shall be RM93,000,000.00 (“Revised Sale Consideration”), which is not more than ten percent (10%) of the original sale consideration of RM85,000,000.00 (“Original Sale Consideration”). The difference between the Revised Sale Consideration and the Original Sale Consideration is RM8,000,000.00 (“Difference”).
The Revised Sale Consideration is based on the valuation done by C H William Talhar & Wong Sdn Bhd, being the independent valuer, upon completion of the construction of the BBKSH Building.
The revised balance sale consideration (i.e. the Revised Sale Consideration net off the RM50,000.00 deposit paid by Al-`Aqar to the Vendor) shall be satisfied by Al-`Aqar, in the following manner:-
(a) the issuance of 56,641,000 units amounting to RM55,508,180.00 at the issue price of RM0.98 per unit in the name of the Vendor and/or Vendor’s nominee on the Completion Date;
(b) the sum of RM29,441,820 shall be paid in cash by Al-`Aqar; and(c) the Difference shall be paid in cash by Al-`Aqar.
The Proposed Disposal is estimated to be completed by the end of June 2012.
