DETAILS OF THE PROPOSED JOINT VENTURE. APSB and CCPSB (collectively referred to as “the Parties”) have agreed to enter into the Agreement to regulate their relationship and understanding pertaining to the development of the Project on a joint venture basis and to define their respective rights, duties and obligations and mutual covenants in relation thereof. Please refer to Section 3 below for the salient terms of the Agreement.
DETAILS OF THE PROPOSED JOINT VENTURE. DRJ has entered into the Shareholders’ Agreement with CGM and DAC Properties to jointly commence, manage, implement and develop the JV Land through DAC Properties into an integrated township development comprising, amongst others, residential, commercial shop lots, and amenities (“JV Project”). In tandem with the Shareholders’ Agreement, DRJ had also entered into the SSA for the Proposed Share Transfer, which will result in DRJ and CGM holding 30.0% and 70.0% equity interest in DAC Properties, details of which are set out in Section 2.3 of this announcement.
DETAILS OF THE PROPOSED JOINT VENTURE. (i) The JVC is a private limited company incorporated in Malaysia under Companies Act 2016 on 8 November 2022. The JVC has paid up share capital of RM1.00 divided into 1 share wholly owned by NYP.
(ii) The principal activities of the JVC are to carry on the business of manufacturing, selling and distributing furniture, panel board furniture, furniture components and other related wood or panel products.
DETAILS OF THE PROPOSED JOINT VENTURE. The Proposed Joint Venture is undertaken as part of TM’s long-term data centre strategy to be one of the market leaders in Malaysia’s data centre landscape. Via the Proposed Joint Venture, TM DC Educity and Nxera MY (collectively, “JV Parties”) intend to build a platform of greenfield data centre facilities, initially commencing with the development of a data centre facility with a targeted capacity of 64 megawatts (“MW”) (“Proposed Data Centre”). Pursuant to the terms of the JVA, the JV Parties will subscribe for new ordinary shares in ST Dynamo DC (“JV Company Shares”), which, prior to the completion of the JVA, is a wholly-owned subsidiary of Nxera MY. Upon the initial funding under the JVA, TM DC Educity and Nxera MY will respectively hold 51% and 49% of the equity interest in the JV Company following the subscription of new JV Company Shares at an issue price of RM1.00 per JV Company Share by the JV Parties, as follows:
(i) TM DC Educity will subscribe for 1,836,000 new JV Company Shares; and
(ii) Nxera MY will subscribe for 1,763,000 new JV Company Shares. (collectively referred to as “Initial Subscription Amount”) The Initial Subscription Amount was arrived at after taking into consideration the initial funding and working capital requirements of the JV Company. The issue price of RM1.00 per JV Company Share was arrived at after taking into consideration the existing issued share capital of the JV Company. The shareholding structure of the JV Company before and after the completion of the Proposed Joint Venture is as follows: Before the completion of the Proposed Joint Venture After the completion of the Proposed Joint Venture No. of JV Company Shares % No. of JV Company Shares % TM DC Educity - - 1,836,000 51 Nxera MY 1,000 100 1,764,000 49 Any future equity contribution by TM DC Educity and Nxera MY into the JV Company shall be in proportion to their respective shareholding of 51% and 49% at the relevant material time, subject to the terms of the JVA. The salient terms of the JVA are set out in Appendix I of this Announcement.
DETAILS OF THE PROPOSED JOINT VENTURE. The Proposed Joint Venture involves the acquisition and development of a commercial freehold land held under Title No. Geran 312795, Lot 25300 in the Mukim of Semenyih, District of Ulu Langat, in the state of Selangor measuring approximately 34,740 square metres / 3.474 hectares / 373,938 square feet in area. Pursuant to the JVSA, SVSB, PVSB and PSSB shall subscribe to the following number of ordinary shares in PPSB (“Shares”):
(i) 75,000 Shares by SVSB (“SVSB Subscription Shares”);
(ii) 75,000 Shares by PVSB (“PVSB Subscription Shares”); and
(iii) 99,999 Shares by PSSB (“PSSB Subscription Shares”); (collectively referred to as “Subscription Shares”). Subsequent to the completion of the Subscription Shares, SVSB, PVSB and PSSB shall hold 30%, 30% and 40% equity interest in PPSB, respectively (“Shareholding Proportions”). The Subscription Shares and the Shareholding Proportions are summarized in the table below: As at the last practicable date immediately prior to this Announcement (“LPD”) After Completion of Subscription Shares PSSB 1 100.0 100,000 40.0 SVSB - - 75,000 30.0 PVSB - - 75,000 30.0 Apart from subscription of the Subscription Shares upon the terms and conditions of the JVSA, SVSB, PVSB and PSSB had pursuant to the JVSA, collectively agreed to provide further financial assistance via Shareholders Advances, subscriptions of Redeemable Preference Shares (“RPS”) and Special Redeemable Preference Shares (“Special RPS”) and if required by the banks or financial institutions, corporate guarantees, based on their respective Shareholding Proportions (“Financial Assistance”). The details of the total financial commitment of SVSB for the Proposed Joint Venture are set out in Section 2.1.7 of this Announcement. The salient terms of the JVSA are set out in Section 2.1.6 of this Announcement.
DETAILS OF THE PROPOSED JOINT VENTURE. The Proposed Joint Venture involves the acquisition and development of a parcel of commercial leasehold land held under Title No. Pajakan Mukim 6395, Lot 18152, Seksyen 0, Xxxx 0, Xxxxx Xxxxxx, Xxxx of Ulu Kelang, District of Gombak, State of Selangor measuring approximately 22,934 square metres (“sq. m.”) (or equivalent to approximately 246,860 square feet (“sq. ft.”)) in area. The Land is adjoining to the project known as The Elements@Ampang, which is currently undertaken by a joint venture between a wholly-owned subsidiary of L&G and a wholly-owned subsidiary of Xxxxxxx. The Elements@Ampang is a premier lifestyle residential serviced apartment, comprising of two (2) tower blocks of forty-two (42)-storey each and consisting of 1,040 units, ranging in size from 520 sq. ft. to 1,570 sq. ft. It is designed for residents to occupy their time with the facilities such as gym, infinity pool, sauna, jacuzzi and more without having to leave the apartment complex itself. The project has an estimated gross development value (“GDV") of RM760 million. The construction of The Elements@Ampang had commenced in November 2011 and is scheduled to be completed in the first (1st) half of 2014. As at 11 November 2013, being the last practicable day immediately prior to this Announcement (“LPD”), the take-up rate of The Elements@Ampang is more than 90%. In view of the success of the joint venture of The Elements@Ampang project, Xxxxxxx and its subsidiaries (“Xxxxxxx Group”) has decided to invite L&G and its subsidiaries (“L&G Group”) as its partner in the Proposed Joint Venture. The Proposed Joint Venture entails the joint venture between PQSB and PVSB via XMSB to undertake the Proposed Land Acquisition and proposed development of the commercial and serviced apartment on the Land (“Proposed Development”). The details of the Proposed Land Acquisition and the Proposed Development are set out in Section 2.2 of this Announcement. Pursuant to the JV & SH Agreement, PQSB and PVSB shall subscribe for the following number of ordinary shares of RM1.00 each in XMSB (“XMSB Share(s)”):
(i) 250,050 XMSB Shares by PQSB (“PQSB Subscription Shares”);
(ii) 249,948 XMSB Shares by PVSB (“PVSB Subscription Shares”), (collectively referred to as “Share Subscriptions”) Subsequent to completion of the Share Subscriptions, PQSB and PVSB shall hold 50.01% and 49.99% equity interest in XMSB, respectively (“Shareholding Proportions”). The Share Subscriptions and the Shareholding Proportions are summaris...
DETAILS OF THE PROPOSED JOINT VENTURE. 2.1 Information on LDSB
DETAILS OF THE PROPOSED JOINT VENTURE. 2.1 Salient Terms of the JVA
(i) KCBH shall incorporate New JV Co within ten (10) business days of signing the JVA. Consequently, KCBH and MFAM shall subscribe for a total of 250,000 ordinary shares in the equity capital of New JV Co, details as follows:- No. of shares subscribed Price (RM) Equity proportions (%) KCBH 127,500* 127,500 51.0 MFAM 122,500 122,500 49.0 Total 250,000 250,000 100%
(ii) The name of New JV Co to be incorporated will be mutually agreed between KCBH and MFAM.
(iii) The objectives of New JV Co shall be to carry on the business of developing, constructing and selling strata-titled 3-storey villas/condominiums to be constructed on the Project Land (“Project”).
(iv) Both shareholders are also committed to advance a total of RM99,329,710 in the 51:49 equity proportions to New JV Co, to fund the purchase consideration of the Project Land as well as for working capital purposes, as follows:- KCBH : RM50,658,152 MFAM : RM48,671,558
(v) New JV Co shall within five (5) business days of its incorporation sign the SPA with APSB to purchase the Project Land and related “Project Documents” including a Project Management and Administrative Services Agreement and a Marketing Management Services Agreement with other units in the E&O Group for the provision of project management and administrative services and marketing management services, respectively.
(vi) New JV Co shall be managed by a Board to consist five (5) Directors, three (3) of whom are to be appointed from KCBH nominees and two (2) to be appointed from MFAM nominees. New JV Co shall also appoint a Chief Executive Officer whom shall be nominated by KCBH.
(vii) New JV Co shall also establish a management committee to attend to operational matters. KCBH shall appoint 3 members while MFAM shall appoint 2 members. The chairman of the management committee shall be appointed from the nominees of KCBH.
(viii) Board reserved matters requiring the affirmative vote of the directors appointed by KCBH and MFAM respectively include the following:- • increasing the maximum amount of additional funding in the business plan and budget; • varying the business plan and budget where such variation is likely to result in a decrease in the profits or profit margin achieved from the development; • increasing development cost as provided in the business plan and budget by more than 10%; • amending or varying the master schedule where such amendment is likely to cause a delay in completion of construction of the...
DETAILS OF THE PROPOSED JOINT VENTURE. (i) The Proprietor is the registered owner of the Land and form part of the Proprietor’s housing project known as “Taman Gading, Batu Gajah” (“Project”).
(ii) The approved Building Plans and Layout Plans for the Project was approved under the company known as Premier Aspirasi (Batu Gajah) Sdn Bhd (“PABG”).
(iii) The Land are not charged to any financial institution or third party, however there is/are private caveat(s) entered by Forte Emerald Sdn Bhd (“Caveator”] against some of the titles of the Land.
(iv) The Developer has all the necessary knowledge, expertise and experience in the field of property development and related business and is able to provide technical, commercial, financial and management expertise and is in a position to undertake the overall development of the Land.
(v) The Developer has offered and the Proprietor has agreed to enter into the JVA whereby the Proprietor is to contribute the Land and shall thereto be entitled to the Proprietor’s entitlement (as provided in the JVA) whilst the Developer is to at its own cost and expense develop the Land for residential developments scheme together with all the necessary infrastructure and public utilities in accordance with the duly approved Building Plans and the Layout Plans of the Project (“Development”) and market the Development in accordance with the terms and conditions of the JVA.
DETAILS OF THE PROPOSED JOINT VENTURE. (a) Information on XingHe-Jefi
(b) Information on the JV Partners MYO (1265586-D) VCM (1265726-X)
(c) Salient terms of the JVSA
