Transactions (Chapter 10 Of Listing Requirements) : Non Related Party Transactions

BackSep 24, 2024
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description YNH PROPERTY BHD ("YNH" OR "COMPANY")

(1) SUPPLEMENTAL AGREEMENT 4 ENTERED BETWEEN D'KIARA PLACE SDN BHD AND RHB TRUSTEES BERHAD FOR THE PROPOSED DISPOSAL OF A SEVEN-STOREY RETAIL SHOPPING CENTRE KNOWN AS "163 RETAIL PARK" ("SUPPLEMENTAL AGREEMENT 4")
(2) UNCONDITIONAL DATE OF SPA

Reference is made to the Company’s first announcement on 29 January 2024 and the subsequent announcements dated 5 February 2024, 6 February 2024, 26 April 2024, 20 June 2024 and 27 June 2024 (“Earlier Announcements”) and Circular dated 30 August 2024 (“Circular”) in relation to the Proposed Disposal of a Seven-Storey Retail Shopping Centre known as "163 Retail Park" by D'Kiara Place Sdn Bhd, a wholly-owned subsidiary of the Company. Unless otherwise stated, defined terms in this announcement shall carry the same meanings as defined in the Earlier Announcements and Circular.

 

(1) Supplemental Agreement 4

 

The Board wishes to announce that D'Kiara Place Sdn Bhd and RHB Trustees Berhad (as trustee of Sunway REIT) had on 23 September 2024 mutually agreed to enter into a Supplemental Agreement 4 (“SA4”) to the SPA dated 26 January 2024 (as amended by the Supplemental Agreement 1 dated 25 Apil 2024, Supplemental Agreement 2 dated 20 June 2024 and Supplemental Agreement 3 dated 26 June 2024) (“SPA (as amended by SA1, SA2 and SA3)”), to make the following variation to the SPA (as amended by SA1, SA2 and SA3):-

 

(a) Upon the Unconditional Date, the Stakeholder is hereby authorised to release an amount equivalent to Ringgit Malaysia Eleven Million Five Hundred Thousand (RM11,500,000.00) to the Vendor’s Solicitors, whose receipt of the Remainder Deposit shall be deemed as payment received by the Vendor, from the Remainer Deposit held by the Stakeholder, as partial payment towards the Purchase Price, and the interest accrued to SLSB towards partial settlement of the Indebtedness (as defined in SA4), upon which the other provisions of the SPA (as amended by SA1, SA2 and SA3) shall be modified accordingly, including but not limited to Clause 2(b)(ii) and Clause 2b(e) of the SPA (as amended by SA1, SA2 and SA3) whereupon the Stakeholders are hereby irrevocably authorised by the Vendor to release and deal with the Differential Sum and the Balance Purchase Price (less the Redemption Sum), in the manner as set out in the SA4.

 

Save as disclosed above, all other terms of the SPA (as amended by SA1, SA2 and SA3) shall remain unchanged and are in full force and effect.

 

(2) Unconditional Date of SPA

 

Further to that, the Board also wishes to announce that Sunway REIT Management Sdn. Bhd. (Registration No. 200801005046 (806330-X)) (being the management company of Sunway REIT, who is the beneficial owner of this SPA, and RHBT entered this SPA solely in its capacity as trustee of Sunway REIT and not in its personal capacity) had on 23 September 2024 received notification from its solicitors notified that the Conditions Precedent of the SPA have been satisfied on 23 September 2024 and accordingly, the unconditional date of the SPA is 23 September 2024 (“Unconditional Date”).

 

The completion period of the SPA shall be within 3 months from the Unconditional Date and this shall expire on 22 December 2024 (“Completion Period”), within such time, the Purchaser is required to deposit RM193,500,000, being the balance purchase price (“Balance Purchase Price”) with the Stakeholders, failing which the Vendor shall grant the Purchaser an automatic extension of 1 month until 22 January 2025 to pay the Balance Purchase Price in consideration of the Purchaser paying the Vendor interest at the rate of 8% per annum on the unpaid portion of the Balance Purchase Price calculated daily from 23 December 2024 until the Balance Purchase Price is paid in full.

 

This announcement is dated 24 September 2024.


Announcement Info

Company Name YNH PROPERTY BERHAD
Stock Name YNHPROP
Date Announced 24 Sep 2024
Category General Announcement for PLC
Reference Number GA1-24092024-00023