The expressions applied in this announcement shall have the same meaning ascribed to them as set out in the announcement dated 22 December 2009 in relation to the Proposed Acquisition.
We refer to the announcement dated 22 December 2009 in relation to the above-captioned. On behalf of the Board of Directors of GDEX (“Board”), OSK Investment Bank Berhad (“OSK”) wishes to announce that GD Facilities, a wholly-owned subsidiary of GDEX had on 7 April 2010 entered into a supplemental sale and purchase agreement with Abric Properties (“Supplemental SPA”) to effect certain variations and additions to the terms and conditions of the SPA dated 22 December 2009 (“Principal SPA”) in relation to the Proposed Acquisition.Details of the said variations to the terms and conditions of the Principal SPA are set out below:
(a) Clause 3.3 – Application of the Balance Purchase Price
The parties expressly agree and the stakeholder is expressly authorised by the parties to utilise and deal with the Balance Purchase Price upon receipt of the same in the following manner and priority:
3.3.1 Firstly, subject to clause 3.8, to settle for and on behalf of the Vendor all sums payable for the purposes of discharging the Existing Encumbrance and all encumbrances and caveats (if any) over the Property;
3.3.2 Secondly, towards payment of all fees, charges, expenses and other payments, if any, payable by the Vendor by virtue of this Agreement;
3.3.3 Thirdly, to pay a sum of RINGGIT MALAYSIA Seven Hundred Thousand (RM700,000) (“Retention Sum”) to a licensed financial institution agreed by both parties (“Retention Sum Stakeholder”); and
3.3.4 Lastly, and subject to clause 3.4, to release the remaining balance to the Vendor within fourteen (14) days after the Instrument of Transfer in favour of the Purchaser and all other relevant documents have been presented for registration at the appropriate land office/registry provided that the same is presented within ten (10) business days of the Purchaser’s Solicitors’ receipt of such documents as may be required for presenting the Instrument of Transfer.
(b) Clause 4.1.1
It is expressly agreed between the parties that the Purchaser shall within six (6) months from the date of this Agreement or such extension of time as the parties may agree in writing (“Approval Period”) obtain the approval of the shareholders of GDEX (the holding company of the Purchaser) in an EGM for the purchase of the Property from the Vendor.
In addition, the parties agreed that the following additional terms and conditions shall be added to the Principal SPA:
(a) the Vendor shall apply for the Certificate of Completion and Compliance for the Building (“Certificate”) within the period of two (2) years from the date of the Principal SPA and the costs for the said application shall be borne by the Vendor;
(b) the Retention Sum Stakeholder is authorised to release the Retention Sum to the Vendor upon the Certificate being obtained or the expiry of two (2) years from the date of the Principal SPA, whichever is the earlier;
(c) pending the Certificate being obtained, the Retention Sum Stakeholder shall place the Retention Sum in an interest bearing account and all interest accrued from such placement shall belong to the Vendor; and
(d) the fees and expenses imposed by the Retention Sum Stakeholder in respect of the retention sum shall be borne by the Vendor.
On behalf of the Board, OSK also wishes to announce that GD Facilities and the Vendor, Abric Properties, have mutually agreed to an extension of time of three (3) months until 21 June 2010 for GD Facilities to obtain the approval of the shareholders of GDEX (the holding company of the GD Facilities) at an EGM for the purchase of the Property from the Vendor.
The Supplemental SPA will be made available for inspection at the registered office of GDEX at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) from the date of this announcement up to and including the date of the forthcoming EGM to be convened.
This announcement is dated 7 April 2010.