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(Unless otherwise stated, all abbreviations and definitions used herein shall have the same meaning as those used in the Company’s announcement dated 22 April 2021)
Reference is made to the Company’s announcements dated 22 April 2021, 23 April 2021, 8 July 2021, 29 July 2021, 13 October 2021, 21 January 2022, 23 May 2022, 21 September 2022, and 21 December 2022 in relation to the Proposed Disposal.
- INTRODUCTION
On behalf of the Board, the Company wishes to announce that DAC Land Sdn Bhd (an indirect wholly-owned subsidiary of DBHD) ("the Vendor") and DMR Land Sdn Bhd ("the Purchaser") have entered into a Supplemental Agreement dated 19 January 2023 ("the SA") to vary, amend and alter terms and conditions of the Sales and Purchase Agreement dates 22 April 2021 ("SPA")
2. SALIENT TERM OF THE SA
The salient terms of the SA are as follows:-
2.1 The details of the Disposal Lands are amended to reflect the details of the final title as follows:
(a) Property 1: HS(D) 596133, Lot No. PTD 203799 (currently held under Geran 602102, Lot 180765) Mukim of Tebrau, Daerah Johor Bahru and the State of Johor, measuring approximately 31,330 square metres;
(b) Property 2: HS(D) 596134, Lot No. PTD 203800 (currently held under Geran 602103, Lot 180766) Mukim of Tebrau, Daerah Johor Bahru and the State of Johor, measuring approximately 14,469 square metres.
2.2 The Conditions Precedent stated below are deleted:-
(a) the Vendor shall, at its own costs and expenses, procure the successful transfer and registration of the Title Deeds for all the Disposal Lands into the name of the Vendor, subject to the category of land use, express condition, restriction-in-interest and tenure in the Title Deeds to the Disposal Lands; and
(b) the Vendor and Purchaser shall execute or cause to be executed a power of attorney to which the Purchaser shall be appointed by the Vendor as its attorney to, amongst others, effect the transfer of the Disposal Lands (if necessary), perform relevant authority submission and to obtain approval for the development of the Disposal Lands, at the Purchaser’s own costs and expenses.
2.3 The new Conditions Precedent below are added:-
(a) the Vendor shall, at its own cost and expenses, obtain a confirmation in writing from Johor Corporation (“JCorp” / the Registered Proprietor) for the Properties to be transferred directly into the name of the Purchaser and procure the execution of the Transfer as well as the delivery of JCorp’s Documents to the Vendor’s Solicitors; and
(b) the Vendor and Purchaser shall execute a Power of Attorney which reflects the new land title deeds and land size to which the Purchaser shall be appointed by the Vendor as its attorney to, amongst others, effect the transfer of the Properties (if necessary), perform relevant authority submission and to obtain approval for the development of the Properties, at the Purchaser’s own cost and expenses.
2.4 The Condition Precedent Period is amended to commence from the date of the Supplemental Agreement until 21 January 2023 or such other period to be mutually agreed by the Parties in writing.
3. RATIONALES OF THE VARIATIONS
The rationales for the SA are as follows:-
(a) to provide better clarity of the Disposal Lands upon issuance of the new (final) land title deeds, consequently allowing the transfer to be properly effected;
(b) to ensure the sale and purchase can be completed in an efficient method by way of a land transfer of the Disposal Lands by the Registered Proprietor directly to the Purchaser; and
(c) variation of the Conditions Precedent Period to allow the Parties to fulfill the amended Conditions Precedent within the agreed time period.
4. FULFILMENT OF THE CONDITIONS PRECEDENT
On 20 January 2023, all Conditions Precedent to the SPA and SA have been fulfilled. Accordingly, the SPA and SA became unconditional and effective on 20 January 2023 (“Effective Date”).
Pursuant to the above, the Completion Period shall commence from the Effective Date for eighteen (18) months (until 20 July 2024) and the Purchaser shall make payment of the Balance Disposal Consideration to the Vendor within the Completion Period in the manner as set out in the Payment Schedule of the SPA.
The Company will make further announcements on any material development of the matter from time to time.
This announcement is dated 25 January 2023.
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