Salient Terms of the Spa. The Property shall be acquired by ISB free from encumbrances The purchase consideration for the Property will be settled fully in cash in the following manner:
(i) RM2,025,000 as deposit upon execution of the Agreement; and
(ii) the balance of RM4,500,000 shall be paid to the Vendor upon execution of the Agreement in 12 post dated cheques of an equal amount in favour of the Vendor and backed by a bank guarantee of an amount sufficient to cover the balance purchase price. The deposit shall be utilized to settle the amount owing to Public Bank Berhad to redeem the title and registration on the satisfaction of all charges created in favour of the bank.
Salient Terms of the Spa. (i) APSB shall sell the Project Land to New JV Co for RM88,329,710.
(ii) The completion of the sale and purchase of the Project Land will be subject to the fulfilment or waiver of the following conditions precedent:-
a) APSB at the cost and expense of New JV Co obtaining the “Amalgamation Approval” for the Project Land i.e. essentially the amalgamation of the 14 plots of land into a single plot held under one (1) land title with the category of land use and conditions that will permit the undertaking of the Project, and without restrictions.
b) APSB at the cost and expense of New JV Co obtaining amended Building Plans approval in respect of the Project.
c) New JV Co obtaining the certificate of commencement of works in respect of the Project.
d) New JV Co obtaining the housing developer’s licence to be issued by the Ministry of Housing and Local Government for the Project.
e) New JV Co obtaining the advertisement and sale permit to be issued by the Ministry of Housing and Local Government for the Project.
f) APSB is not in breach of its obligations under this Agreement in material respects; within twelve (12) months from the date of the SPA or such extended period as may be agreed.
(iii) The purchase price shall be paid as follows:-
a) 10% thereof or RM8,832,971 (“Deposit”)
b) 30% thereof or RM26,498,913 (“Initial Payment”)
c) 40% thereof or RM35,331,884 (“First Payment”)
d) Final 20% thereof or RM17,665,942 (“Second Payment”)
(iv) Each payment period is subjected to an extension of 1 month from the expiry subject to late payment interest at the rate of 8% per annum.
(v) The stakeholders are authorised to release the Deposit and the Initial Payment together with all interest accrued thereon to APSB when the Project Launch Date has been attained or the date the MOT is presented for registration, whichever is the earlier.
(vi) Vacant possession of the Project Land shall be delivered within 3 business days of the date of payment of the Initial Payment. On this date if any of the conditions precedent referred to in paragraphs 2.3(ii)(c), 2.3(ii)(d) and 2.3(ii)(e) above are unfulfilled, such condition(s) shall be deemed to have been waived by the New JV Co.
Salient Terms of the Spa. 2.1 Basis of sale
(i) on the Purchaser’s commitment to carry out and complete the development of the Property for the Building consistent with the development concept and in compliance with the guidelines and plot controls that are set out in the TRX district level and site-wide requirements of the master plan and other rules and regulations (“Development Code”), and such other directions or orders as may be issued by the Development Code administrator or the committee of the Development Code (“Design Review Board”) in accordance with the SPA;
(ii) with vacant possession;
(iii) free from encumbrances;
(iv) subject to freehold tenure, the category of land use and all express conditions endorsed on the title (when issued) which will be consistent with the Building and to all implied conditions to the title as prescribed under the National Land Code;
(v) subject to all covenants (restrictive or otherwise), easements, rights and interests affecting the Property which is consistent with the terms of the SPA; and
(vi) on the basis that on the date when the vacant possession of the Property is delivered or deemed to have been delivered to the Purchaser (“VP Date”), the Property will remain in substantially the same state and condition as of the date of the SPA save and except for any changes which have been effected by the Vendor by reason of the Infrastructures works and/or the Vendor’s works.
2.2 Consideration and payment
Salient Terms of the Spa. 3.1 PKN appoints DTSB on an exclusive basis subject to the compliance of DTSB to the terms and conditions of the SPA and DTSB accept the engagement to exclusively supply to PKN the Product for the duration of the SPA and upon the terms and conditions contained therein.
3.2 The parties expressly agree that the SPA is contingent upon receipt of orders for the Malaysia Readable electronic Passport Books (e-passport) each containing data page with an embedded chip (“Finished Product”) from the Immigration Department of Malaysia (“IDM”) and therefore in the event that the contract entered into by and between PKN and IDM for the supply of Finished Product dated 20 May 2016 is extended or terminated (as the case may be) for any reasons whatsoever, the SPA shall likewise be extended or terminated, as the case may be.
Salient Terms of the Spa. 5.1 The SPA is entered into between MBMR and Mitsui together with a Supplementary Agreement (“SA”) to the Joint Venture Agreement (“JVA”).
5.2 The JVA was entered into by Med-Bumikar Mara Sdn. Bhd. (“MBMSB”, the holding company of MBMR), DMC and Mitsui in 10 March 1980. The SA to the JVA will reflect the new equity structure upon completion of the Acquisition by Mitsui.
5.3 Upon completion under the SPA, the Purchaser shall pay to MBMR in full the sum of Ringgit Malaysia Eighty Three Million Two Hundred and Sixty Four Thousand (RM83,264,000).
Salient Terms of the Spa. The salient terms of the SPA are set out in Appendix 1 of this announcement.
Salient Terms of the Spa. The salient terms of the SPA as follows:-
7.1 Time and manner of payment of Consideration The Consideration for the Sale Shares shall be paid by the Purchaser in the following manner: i. A sum of RM3,000,000.00 as deposit of the Consideration of the Sale Shares, shall be paid on the date of the SPA, as follows:
a. the refundable xxxxxxx deposit of RM350,000.00 and all profit earned thereon shall be released by THP’s solicitor to THP;
b. the sum of RM580,000.00 only shall be paid to THP being the balance of the refundable balance deposit; and
c. in the event the parties collectively agree that THP-YT is not a Real Property Company (“RPC”) as defined under the Real Property Gains Tax Xxx 0000 on or before 45 days from the date of the SPA (“RPC Determination Date”), the balance RM2,070,000.00 only being 3% of the Consideration and Settlement Sum (“RPGT Retention Sum”) shall be paid by the Purchaser to THP. In the event the parties are unable to collectively agree that THP-YT is not a RPC, the Purchaser shall pay the RPGT Retention Sum to the Purchaser’s solicitors to be held by them as stakeholders within five (5) days from the RPC Determination Date. The RPGT Retention Sum shall be released by the Purchaser’s solicitors in accordance with the terms of the SPA.
Salient Terms of the Spa. The salient terms of the SPA include, amongst others, the following:
4.1 Agreement to sell and purchase & payment of Deposit
(i) In consideration of the sum of RM720,000.00 (“the Deposit”) paid in the following manner to the Vendor, that is to say: • the sum of RM144,000.00 (“the Xxxxxxx Money”) earlier deposited by the Purchaser with the Vendor’s Solicitors as stakeholders; • the sum of RM576,000.00 (“the Balance Deposit”) now deposited by the Purchaser with the Purchaser’s Solicitors as stakeholders (to be released to the Vendor’s Solicitors in accordance with the SPA), by way of deposit and towards part payment of the consideration, the Vendor agrees to sell and the Purchaser agrees to purchase the Land free from encumbrances and with vacant possession on an “as is where is” basis but subject nevertheless to the express and implied conditions of title, for the price of RM7,200,000.00 upon the terms and conditions set out in the SPA.
4.2 Deposit of issue documents of title & Execution of instrument(s) of transfer
(i) Simultaneously with the execution of the SPA, the Vendor shall: [a] deposit the issue documents of title to the Land with the Vendor’s solicitors as stakeholders; [b] execute instrument(s) of transfer in respect of the Land (prepared by the Purchaser’s solicitors) in favour of the Purchaser and/or his nominee(s) (“the Transfer”) and deposit the same with the Purchaser’s solicitors as stakeholders.
(ii) The Purchaser’s solicitors are authorised to submit the Transfer for adjudication of stamp duty payable thereon as soon as practicable after execution, and shall thereafter hold the same to be dealt with as provided in the SPA.
Salient Terms of the Spa. The salient terms of the SPA include, inter-alia, the following:
i) The purchase price shall be paid by BOTSB in cash in accordance with the following terms of the SPA:
a) RM12,450,000.00 will be paid upon signing of the SPA; and
b) RM112,050,000.00 (“Balance Purchase Price „) will be paid within 90 days from the date of the SPA (“Completion Date”).
ii) In the event the Balance Purchase Price shall remain unpaid on or before the Completion Date, SDBH shall grant to BOTSB a further extension period of 30 days to pay the Balance Purchase Price and BOTSB shall pay to SDBH a sum equivalent to the rate of 8% per annum calculated on a daily basis on such sum as shall remain unpaid out of the Balance. The Property is disposed free from any encumbrances, with vacant possession and subject to all express conditions of title and restrictions in interests endorsed on the document of title to the Land and on the strata title to the Property.
Salient Terms of the Spa
