TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS

Reference Number  :  GA1-25042017-00063

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS WZ SATU BERHAD (“WZ SATU” OR THE “COMPANY”) ACQUISITION OF THE ENTIRE ORDINARY EQUITY INTEREST OF CEKAP SEMENANJUNG SDN BHD (“CEKAP SEMENANJUNG”) FOR A PURCHASE CONSIDERATION OF RM30.0 MILLION (“ACQUISITION”)

 

Company Name Stock Name Date Announced
WZ SATU BERHAD WZSATU 25 APR 2017
WZ SATU BERHAD

 

 

 

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
WZ SATU BERHAD ("WZ SATU" OR THE "COMPANY")

ACQUISITION OF THE ENTIRE ORDINARY EQUITY INTEREST OF CEKAP SEMENANJUNG SDN BHD ("CEKAP SEMENANJUNG") FOR A PURCHASE CONSIDERATION OF RM30.0 MILLION ("ACQUISITION")

We refer to the announcement dated 10 February 2017 in relation to the Acquisition (“Initial Announcement”) as well as the subsequent announcements dated 14 February 2017, 7 April 2017 and 13 April 2017. Unless otherwise defined, capitalised terms used in this announcement have the same meanings as those given to them in the Initial Announcement.

On behalf of the Board, HLIB wishes to announce that all the Conditions Precedent, except for the Condition Precedent in relation to the MEBPA becoming unconditional, has been fulfilled today. As such, the Company will proceed to Conditional Completion within 14 business days from today, whereby:

  1. the Company will pay the Balance Deposit to the Vendors; and
  2. the Vendors will deliver to the Company all documents required to effect the transfer of legal and beneficial title of the Sale Shares to the Company.

In accordance with the terms of the SSA, the Condition Precedent in relation to the MEBPA becoming unconditional will be regarded as a condition subsequent.

Events following Conditional Completion

As detailed in the Initial Announcement, if the MEBPA subsequently becomes unconditional in accordance with its terms within 6 months from the date of Conditional Completion or such extended period as may be mutually agreed by the Company and the Vendors (being the Conditional Completion Period), in exchange for the Security Deposit being returned by the Vendors to the Company free of interest, the Company will allot and issue the Consideration Shares within 14 business days after the MEBPA becomes unconditional.

If the MEBPA does not become unconditional in accordance with its terms within the Conditional Completion Period, either the Company or the Vendors may elect to terminate the SSA. Within 7 business days after such termination:

  1. the Company will re-transfer the Sale Shares to the Vendors at the cost and expense of the Vendors and, in exchange, the Vendors will return to the Company the Security Deposit free of interest;
  2. the Vendors will reimburse the Company for any advances made by the Company towards the Pre-Development Cost incurred by Sinergi Dayang in respect of the Project following the date of Conditional Completion; and
  3. the Company will deliver all documents required to effect the transfer of legal and beneficial title of the Sale Shares to the Vendors.

The Company will make further announcements once the MEBPA becomes unconditional or the Conditional Completion Period expires or is extended (as the case may be).

Update on the status of compliance with the MEBPA Conditions

As of the date of this announcement, the Target Group is still in the process of fulfilling the MEBPA Conditions as detailed in Appendix I of the Initial Announcement.

PR1MA Corporation Malaysia has also, via its letter dated 17 March 2017, granted a fourth extension to the approval period for the MEBPA Conditions for an additional 3 months until 18 June 2017.

This announcement is dated 25 April 2017.