Proposed Internal Reorganisation

BackJan 20, 2025
Type Announcement
Subject OTHERS
Description SIME DARBY PROPERTY BERHAD ("SIME DARBY PROPERTY" OR "COMPANY")
- PROPOSED INTERNAL REORGANISATION

(Unless otherwise stated, all abbreviations and definitions used in this announcement shall have the same meanings as defined in the Company’s announcements dated 6 June 2024, 14 June 2024, 2 July 2024, 5 September 2024, 15 November 2024, 29 November 2024 and 2 December 2024 as well as the Circular and Explanatory Statement dated 5 July 2024 in relation to the Proposed Internal Reorganisation.)

 

We refer to the Company’s announcements dated 6 June 2024, 14 June 2024, 2 July 2024, 5 September 2024, 15 November 2024, 29 November 2024 and 2 December 2024 in relation to the Proposed Internal Reorganisation.

 

The Board wishes to announce that the final total consideration payable pursuant to the terms of the Reorganisation Agreements (collectively, the “Final Purchase Consideration”) have been determined and fixed as follows:

 

No.

Reorganisation Agreement

Final Purchase Consideration

1.

Reorganisation Agreement 1

RM31,696,757.00

2.

Reorganisation Agreement 2

RM17,862,417.00

3.

Reorganisation Agreement 3

RM476,443,836.00

4.

Reorganisation Agreement 4

RM774,297,394.00

5.

Reorganisation Agreement 5

RM1.00

6.

Reorganisation Agreement 6

RM54,571,274.00*

*Note:

Pursuant to the terms of the Reorganisation Agreement 6, the Inter-Co Debt shall be payable by Sime Darby Property to SDP (Management Services).

 

Accordingly, the Proposed Internal Reorganisation has been completed on 20 January 2025 in accordance with the terms of the respective Reorganisation Agreements pursuant to the following matters which have taken place:

 

(a)  The Settlement of the Final Purchase Consideration in the following manner:

  1. In respect of the Reorganisation Agreement 1, the final total consideration payable by SDP (Bukit Jelutong) was satisfied by way of a combination of cash payment amounting to RM10,000,000.00 and allotment and issuance of 21,696,757 RPS, at the Issue Price to Sime Darby Property.
  2. In respect of the Reorganisation Agreement 2, the final total consideration payable by SDP (City of Elmina) was satisfied by way of payment of cash amounting to RM17,862,417.00 to Sime Darby Property.
  3. In respect of the Reorganisation Agreement 3, the final total consideration payable by SDP (Lagong) was satisfied by way of a combination of cash payment amounting to RM140,000,000.00 and allotment and issuance of 336,443,836 RPS, at the Issue Price to Sime Darby Property.
  4. In respect of the Reorganisation Agreement 4, the final total consideration payable by MVV was satisfied by way of a combination of cash payment amounting to RM110,000,000.00 and allotment and issuance of 664,297,394 RPS, at the Issue Price to Sime Darby Property.
  5. In respect of the Reorganisation Agreement 5, the final total consideration payable by SDP (H&L) was satisfied by way of payment of cash amounting to a nominal sum of RM1.00 to Sime Darby Property.
  6. In respect of the Reorganisation Agreement 6, the final Inter-Co Debt payable by Sime Darby Property was satisfied by way of payment of cash amounting to RM54,571,274.00 to SDP (Management Services).

(b)  The lodgement of the amended constitutions of the relevant Transferees which incorporated the terms, rights, privileges, and restrictions of the RPS with the Registrar of Companies, where required.

 

As such, the Scheme has been completed on 20 January 2025.

 

This announcement is dated 20 January 2025.

 


Announcement Info

Company Name SIME DARBY PROPERTY BERHAD
Stock Name SIMEPROP
Date Announced 20 Jan 2025
Category General Announcement for PLC
Reference Number GA1-20012025-00012