TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description
(I) PROPOSED DISPOSAL OF TWO (2) PARCELS OF FREEHOLD LANDS TOGETHER WITH BUILDINGS ERECTED THEREON (COLLECTIVELY, “PROPERTIES”) BY PUTERI NURSING COLLEGE SDN BHD, A WHOLLY OWNED SUBSIDIARY OF KPJ (“PNCSB” OR “VENDOR”) TO AL-`AQAR HEALTHCARE REIT (“AL-`AQAR” OR “REIT”) FOR A TOTAL CONSIDERATION OF RM77,800,000 (“PROPOSED DISPOSAL”); AND
(II) PROPOSED LEASEBACK OF THE PROPERTIES TO PNCSB AFTER THE COMPLETION OF THE PROPOSED DISPOSAL SUBJECT TO THE TERMS AND CONDITIONS OF THE LEASE AGREEMENT (“PROPOSED LEASEBACK”)
(COLLECTIVELY REFERRED TO AS “PROPOSALS”)
This announcement is dated 13 February 2015.
We refer to the announcement dated 3 October 2014 (“Earlier Announcement”) in relation to the Proposals.
Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcement.
On behalf of the Board of Directors of KPJ Healthcare Berhad (“KPJ”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that PNCSB had on 12 February 2015, exchanged letter with the Purchaser, to vary the terms of the Deferred Consideration Units (“Exchange Letter”) for the inclusion of the following terms:-
(i) Minimum issue price for the Deferred Consideration Units
The issue price of the Deferred Consideration Units shall not be below RM1.04, based on the net assets value per unit of Al-`Aqar of RM1.15 as at 30 September 2014, being the latest available quarterly results of Al-`Aqar as at the date of the Exchange Letter, incorporating ten percent (10%) discount.
(ii) Abnormal Market Condition
The Deferred Consideration Units shall not be issued during abnormal market conditions.
Items (i) and (ii) shall be referred to as “Proposed Variation”.
For further details please refer to the attachment.
