TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description
KPJ HEALTHCARE BERHAD ("KPJ" OR "COMPANY")
DISPOSAL OF TWO (2) PARCELS OF FREEHOLD LANDS TOGETHER WITH BUILDINGS ERECTED THEREON ("PROPERTIES") FROM PUTERI NURSING COLLEGE SDN BHD (NOW KNOWN AS KPJ HEALTHCARE UNIVERSITY COLLEGE SDN BHD) ("KPJUC"), A WHOLLY OWNED SUBSIDIARY OF KPJ, FOR A TOTAL CONSIDERATION OF RM77,800,000 PURSUANT TO THE SALE AND PURCHASE AGREEMENT DATED 3 OCTOBER 2014 ("DISPOSAL")
We refer to the announcements dated 3 October 2014, 13 February 2015, 13 May 2015, 23 June 2015, 9 July 2015, 1 October 2015, 20 October 2015 and 2 December 2015 in relation to the Proposed Acquisition (“Announcements”) and the Circular to shareholders of the Company dated 24 June 2015 (“Circular”).
Unless otherwise stated, the definitions used throughout this announcement shall have the same meaning as defined in the Announcements and the Circular.
KPJUC had completed the Disposal on 1 December 2015.
Pursuant to the terms of the Disposal, the remainder 50% of the consideration of RM38,900,000 ("KPJUC Balance Disposal Consideration") shall be paid on or before the expiry of the period of three (3) years from the completion date or such other date as KPJUC and the Trustee may agree in writing.
The Board of Directors of KPJ wishes to announce that the Trustee and KPJUC (a wholly owned subsidiary of KPJ) have mutually agreed that the KPJUC Balance Disposal Consideration will be settled via a combination of KPJUC Deferred Cash Consideration and KPJUC Deferred Consideration Units in the following manner:-
RM’000
KPJUC Deferred Cash Consideration
29,900
KPJUC Deferred Consideration Units
9,000
Total
38,900
In addition, the KPJUC Market Unit Price had been fixed at RM1.16 per Al-`Aqar Unit which represents a discount of RM0.0891 or approximately 7.13% to the five (5)-day VWAP of the Al-`Aqar Units up to and including 21 November 2018 of RM1.2491 (Source: Bloomberg).
Based on the KPJUC Market Unit Price at RM1.16 per Al-`Aqar Unit, a total of 7,758,620 Al-`Aqar Units will be issued to KPJUC, representing approximately 1.07% equity interest in Al-`Aqar as at 22 November 2018.
The completion of the settlement of the KPJUC Balance Disposal Consideration will be announced on a later date upon settlement of the KPJUC Balance Disposal Consideration.
