TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS JOINT VENTURE WITH GABUNGAN AQRS BERHAD TO COMMERCIALLY DEVELOP A PARCEL OF LAND OWNED BY SURIA CAPITAL HOLDINGS BERHAD, MEASURING 6.28 ACRES SITUATED AT JALAN TANJUNG LIPAT, KOTA KINABALU, SABAH
|SURIA CAPITAL HOLDINGS BERHAD|
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
JOINT VENTURE WITH GABUNGAN AQRS BERHAD TO COMMERCIALLY DEVELOP A PARCEL OF LAND OWNED BY SURIA CAPITAL HOLDINGS BERHAD, MEASURING 6.28 ACRES SITUATED AT JALAN TANJUNG LIPAT, KOTA KINABALU, SABAH
We refer to our previous announcements on 16 March 2015, 19 March 2015 and 23 April 2015 in relation to the Joint Venture ("JV").
The Board of Directors of Suria Capital Holdings Berhad ("Suria Capital") wishes to announce that on 24 January 2020, Suria Capital and Gabungan AQRS Berhad ("GBG AQRS"), the joint venture partner for the development of 6.28 acres land namely, One Jesselton Waterfront Project (“1JW”), have mutually agreed to enter into a Supplemental Agreement (“SA”) to the Joint Venture Agreement (“JVA”) dated 16 March 2015 to move forward with the continuation of the JVA with variations to the commercial terms in the JVA.
In 2019, Suria Capital and GBG AQRS revisited the commercial terms in the JVA and GBG AQRS had agreed for Suria Capital’s Entitlement pursuant to the JVA to be revised upward from the current 18% to 20% of the minimum Net Saleable Value (“NSV”) of RM1.1 billion. The payment structure for fulfilment of Suria Capital’s Entitlement under the JVA structure has also been revised, as set out in the attachment to this announcement to incorporate, apart from the entitlement in-kind, cash payments via several tranches and the issuance of Bank Guarantees and a Corporate Guarantee.
To date, there are two outstanding Conditions Precedent to be fulfilled, as follows:
(i) GBG AQRS, at its own costs and expense, to apply for and obtain the approval of the Director of Lands and Surveys Department of the State of Sabah and/or any other relevant
authority for the charge of the Development Land by GBG AQRS to the Financier;
(ii) GBG AQRS to obtain the approval from the relevant authorities for the Development Plan and Building Plan for the Project. GBG AQRS had in 2018 submitted to the relevant
authorities the interim Development Plan for 1JW and approval is pending.
Suria Capital and GBG AQRS had agreed for the outstanding Conditions Precedent above to be re-categorised as Conditions Subsequent in the SA to provide continuity to the JVA and shall be fulfilled within twelve (12) months from the date of the SA, termed as “Condition Subsequent Period”. Both Parties agree that the duration of the Condition Subsequent Period is a reasonable extension of time to obtain the necessary approvals from the relevant authorities. Notwithstanding the foregoing, the rights and obligations of the Parties under the JVA shall come into force on the date of the SA.
Further, both Parties have agreed for the construction of a temporary Jesselton Point Ferry Terminal to be undertaken by Suria Capital at its own cost and is expected to commence in the first quarter of 2020. Upon the completion of the temporary Jesselton Point Ferry Terminal, the existing Jesselton Point operating land will be delivered to GBG AQRS for 1JW development.
The variation to Suria Capital’s Entitlement, the revision to the payment structure, the Condition Subsequent Period as well as other variations to the terms and conditions of the JVA as agreed by both Suria Capital and GBG AQRS are detailed out in the SA.
1JW is part of the Jesselton Waterfront City (“JWC”) mega development that is taking place in the vicinity of the central business district of Kota Kinabalu. Poised to be a tourism landmark, JWC encompasses quayside commercial developments, complete with an international cruise terminal and convention facilities. Deemed as a game changer that will transform the waterfront of the city into an integrated world-class destination, JWC is regarded as a new city focus in the making that would re-create the skyline of Kota Kinabalu.
This announcement is dated 24 January 2020.
Please refer attachment below.
|Company Name||SURIA CAPITAL HOLDINGS BERHAD|
|Date Announced||24 Jan 2020|
|Category||General Announcement for PLC|