1. INTRODUCTION
AmanahRaya-REIT Managers Sdn Bhd (“ARRM” or the “Manager”), the management company of ARREIT wishes to announce that on 22 April 2013, CIMB Islamic Trustee Berhad (“Trustee”) as trustee for ARREIT has entered into a Sale and Purchase Agreement (“SPA”) with Precico Electronics Sdn Bhd (“the Vendor” or “the Lessee”) to acquire factory buildings located at Lorong Perusahaan, Prai Industrial Estate Mukim 1 Seberang Perai Tengah (“Precico Factory”) together the fixtures and fittings as identified in the SPA, for a purchase price of RM41,636,090-00 (“Purchase Price ”)
On the same date, the Trustee also entered into a lease agreement with the Lessee whereby the Trustee agreed to lease Precico Factory for a term of eight (8) years commencing from the completion date of the Proposed Acquisition (“Lease Agreement”) with an option to renew for a further period of six (6) years."
2. DESCRIPTION OF PRECICO FACTORY
Factory buildings located at Lorong Perusahaan, Prai Industrial Estate Mukim 1 Seberang Perai Tengah (“Building”) erected on four (4) pieces of leasehold lands held under:
a. HSD 39791, Lot PT 1559, Mukim 01, Daerah Seberang Perai Tengah, Pulau Pinang with leasehold title expiring on 24 June 2046 measuring 10,815.5976 sq. m. in area;
b. HSD 39802, Lot PT 1573, Mukim 01, Daerah Seberang Perai Tengah, Pulau Pinang with leasehold title expiring on 14 July 2046 measuring 12,957.9648 sq. m. in area;
c. HSD 39803, Lot PT 1574, Mukim 01, Daerah Seberang Perai Tengah, Pulau Pinang with leasehold title expiring on 11 August 2046 measuring 15,318.3768 sq. m. in area; and
d. HSD 39804, Lot PT 1576, Mukim 01, Daerah Seberang Perai Tengah, Pulau Pinang with leasehold title expiring on 11 August 2046 measuring 7,750.3844 sq. m. in area.
(“Land”) together the fixtures and fittings as identified in the SPA (“Fixtures and Equipment”)
The Land and the Building shall collectively be referred to as “the Properties”.
3. DETAILS OF THE PROPOSED ACQUISITION
3.1 Salient terms and conditions of the Proposed Acquisition
The salient terms and conditions of the Proposed Acquisition are as follows:-
(a) Subject to the terms and conditions of the SPA, the Vendor shall sell and the Trustee shall purchase the Properties in its present state and condition (fair wear and tear excepted from the date of the SPA up to the Completion Date (as define in the SPA) BUT SUBJECT ALWAYS TO the rectification works to be carried out as provided therein together with the benefit of the rights, title and interest thereto free from all encumbrances (save in respect of leases registered by Tenaga Nasional Berhad) and the conditions expressed or implied in the issue document of title to the Properties for the Purchase Price.
(b) In respect of a lien holder’s caveat lodged by Ambank (M) Berhad (“Lien Holder’s Caveat”) over the land described under paragraph 2(d) herein, the Vendor shall withdraw the Lien Holder’s Caveat on or prior to Completion Date and in any event before the presentation of transfer at the land office. Where the Vendor fails to remove the Lien Holder’s Caveat within the Completion Period (the Vendor shall within 30 days from the Unconditional Date (as defined hereinafter) notify the Trustee of its inability to withdraw the Lien Holder’s Caveat within the Completion Period (as defined in paragraph 3.1(c) below)), the Trustee shall utilize the Balance Purchase Price for purposes of withdrawing the Lien Holder’s Caveat, in which case, the Completion Period shall be extended. During the permissible extended period, the Trustee shall not be liable to pay any late payment interest.
(c) The Purchase Price shall be paid as follows:-
i. An earnest deposit in the sum of RM416,361.00 was paid to the Vendor’s solicitors prior to the execution of the SPA;
ii. A balance deposit in the sum of RM3,747,248.00 shall be paid to the Vendor’s solicitors upon execution of the SPA
iii. Subject to paragraph (b) above, the balance purchase price in the sum of RM37,472,481.00, together with interest accrued thereon (if any) less any authorised deductions shall be paid to the Vendor’s solicitors within three (3) months from the date of fulfilment of the conditions precedent (“Completion Period”).
The earnest deposit and the balance deposit as be referred to as the“Deposit” and the balance Purchase Price as set out in 3.1(c)(iii) above shall be referred to as the “Balance Purchase Price”, which shall be partly financed by external funding, shall be released by the Vendor’s solicitors to the Vendor, fourteen (14) business days after the date of presentation of the transfer documents at the relevant land registry.
(d) The Completion Period shall be automatic extended for a further period of one (1) month subject to payment of interest by the Trustee during the extension period at the rate of eight per cent (8%) per annum on a daily basis on the amount of Balance Purchase Price or any part thereof remaining outstanding commencing from the first day of the extension period until the date of payment of Balance Purchase Price or any part thereof outstanding at the expiry of the Completion Period;
(e) The SPA is conditional upon and shall be subject to inter alia the following conditions precedent (“Conditions Precedent”) being fulfilled within the period of six (6) months from the date of the SPA or such other period as mutually agreed by the parties (“Approval Period”):
i. the execution of a lease agreement and the lease in Form 15A of the National Land Code 1965 over the Properties by the parties thereto (which shall be executed simultaneously with the execution of the SPA) which shall take effect on the Completion Date of the Proposed Acquisition, being the date of payment of the Balance Purchase Price;
ii. the Vendor obtaining the approval from its shareholders at its duly convened general meeting for the sale and transfer of the Properties to the Trustee and the lease of the Properties from the Trustee to the Vendor pursuant to the Lease Agreement;
iii. the Vendor obtaining the approval of the state authority for the sale and transfer of the Properties to the Trustee;
iv. the Vendor obtaining confirmation from the Singapore Exchange Securities Trading Limited (“SGX-ST”) that the Vendor’s ultimate holding company is not required to seek the approval of its shareholders pursuant to the provisions of Chapter 10 of the Listing Manual, failing which, the sale is subject to the approval of the Vendor’s ultimate holding company’s shareholders at a general meeting if the disposal is classified as a major disposal pursuant to SGX-ST listing rules;
v. the completion of a valuation conducted on the Properties and legal due diligence exercise and building audit in respect of the acquisition of the Properties and the Trustee being satisfied as to the results thereof; and
vi. the Trustee obtaining the approval of the state authority for the lease of the Properties in favour of the Vendor and charge of the Properties in favour of the Trustee’s financier.
In the event that the Conditions Precedent cannot be fulfilled on or before the Approval Period, the parties shall not be bound to proceed with the sale and purchase of the Properties and either party shall be entitled to immediately terminate this Agreement by giving a notice in writing whereupon, all monies paid by the Trustee shall be refunded together with interest.
(f) In the case where the result of the building audit reveal material defects in the Properties or where the outcome of the due diligence is not to the satisfaction of the Trustee, Trustee shall in such case be entitled to rescind the SPA.
(g) Where the defects are not in the opinion of the Trustee to be a material defect the Trustee may notify the Vendor of such defects and their intention to proceed with the acquisition of the Properties subject to the Vendor rectifying and making good such defects. The Vendor if they are agreeable shall within fourteen (14) business days of receipt of the Trustees' notification inform the Trustee of their agreement to repair and make good the defects which have been identified by the Trustee and the said works on the Properties shall be completed by the Vendor within the Completion Period. Alternatively, either party may elect to rescind the SPA.
(h) Where the SPA is terminated due to an event of default by the Vendor, the Trustee shall be entitled to:-
(i) a full refund of the Deposit together with all other sums paid by the Trustee to the Vendor’s solicitors (together with interest); and
(ii) the Vendor shall pay to the Trustee a sum equivalent to ten per cent (10%) of the Purchase Price as agreed liquidated damages and the Vendor shall also pay to
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