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Attachment
SUPPLEMENTAL AGREEMENT TO THE DEVELOPMENT AGREEMENT AND SALE
AND PURCHASE AGREEMENT DATED 22 FEBRUARY 1999 BETWEEN DENIA
DEVELOPMENT SDN BHD AND BANDAR NUSAJAYA DEVELOPMENT SDN BHD
1.
INTRODUCTION
The Board of Directors of Seloga wishes to announce that on 23 December 2011 its
wholly-owned subsidiary, Denia Development Sdn Bhd (“Denia”) had entered into a
supplemental agreement to the Development And Sale And Purchase Agreement
dated 22 February 1999 (“Principal Agreement”) with Bandar Nusajaya Development
Sdn Bhd (“BNDSB”).
Under the Principal Agreement, BNDSB had agreed, among others, to provide 650
acres of land in the districts of Mukim Jelutong and Mukim Pulai, Johor for the purpose
of developing 13,000 low cost housing units (“Low Cost Units”).
The Low Cost Units were to be developed on the following land :i.
a portion of land measuring in total an approximate area of 407.860 acres held
under PTD1288 HS(D) 266037 Mukim Jelutong ;
ii.
a portion of land measuring in total an approximate area of 3.613 acres held
under PTD1292 HS(D) 260039 Mukim Jelutong ;
iii.
a portion of land measuring in total an approximate area of 111.480 acres held
under PTD1289 HS(D) 260038 Mukim Jelutong ;
iv.
a portion of land measuring in total an approximate area of 57.499 acres held
under PTD 71048 HS(D) 257250 Mukim Pulai ; and
v.
a portion of land measuring in total an approximate area of 69.548 acres held
under PTD 71040 HS(D) 260036 Mukim Pulai
(hereinafter collectively referred to as the “Said Properties”).
On 20 December 2000 and 4 October 2007, Denia and BNDSB had entered into a 1st
Supplemental and 2nd Supplemental Agreements respectively, to vary certain terms
and conditions of the Principal Agreement.
On 23 December 2011, Denia and BNDSB had entered into a 3rd Supplemental
Agreement whereby both parties have agreed, among others, to the extension of the
time period for Denia to achieve the Practical Completion of the Development (as
defined in the Principal Agreement) from 31 December 2013 to 31 December 2016.
2.
BACKGROUND INFORMATION
Pursuant to the Principal Agreement, BNDSB had agreed, among others, to provide
650 acres of land namely the Said Properties for the development of the Low Cost
Units for the following projects :No.
Name of Development
Low Costs Units Requirements
1.
Taman Nusa Perintis
495
2.
Taman Nusa Perintis 2
565
3.
Taman Nusa Perintis 3
125
4.
Bukit Indah
5.
Taman Nusa Bestari
510
6.
Taman Nusa Bestari Jaya
331
7.
R20 - Taman Nusa Jaya Mas
648
8.
Taman Bestari 2
2,943
9.
Nusa Idaman
1,217
6,166
TOTAL
13,000
By the 1st Supplemental Agreement dated 20 December 2000, BNDSB and Denia have
agreed, among others, to the following :i.
the revision of the development schedule for the development of the Low Cost
Units; and
ii.
Denia is allowed to apply to the Johor State Government (“JSG”) to reduce the
total number of the Low Costs Units from 13,000 to such numbers of units as may
be approved by JSG.
By the 2nd Supplemental Agreement dated 4 October 2007, BNDSB and Denia have
agreed, among others, to the following :i.
extension of the time period for Denia to achieve the Practical Completion of the
Development (as defined in the Principal Agreement) until 31 December 2013;
ii.
Denia shall pay 7.5% of its revenue from the sale of the Eligible Unit(s) (as defined
in the 2nd Supplemental Agreement) to BNDSB in the manner and priority
described therein; and
iii.
Denia shall provide BNDSB with a corporate guarantee issued by Seloga to
replace the Performance Bond (as defined in the 2nd Supplemental Agreement).
Denia intends to proceed with the development of a plot of land which covers
approximately 208 acres of the Said Properties (“Parcel B”) and to be known as
Nusantara Prima. Denia intends to carry out the development of Nusantara Prima
based on the development schedule set out below :-
Phase
1A
1B
2A
2B
2C
Description of
the Units
Double Storey Terrace
Houses
Double Storey Cluster
Houses
Double Storey Terrace
Houses
Double Storey Cluster
Houses
Double Storey Terrace
Houses
Total
Units
Target
Completion
Date
*Estimated Gross
Development
Value (RM mil)
105
2013
26.0
92
2013
34.9
94
2014
18.6
136
2014
53.7
156
2014
50.3
2D
3A
3B
3C
5
Double Storey Terrace
Houses
Double Storey Terrace
Houses
Double Storey Terrace
Houses
Double Storey Terrace
Houses
107
2014
21.2
163
2015
55.9
72
2015
15.0
78
2015
17.0
Apartments
321
2016
99.5
Total
1,324
392.1
* Estimated Gross Development Value is subject to change
3.
SALIENT TERMS OF THE 3RD SUPPLEMENTAL AGREEMENT
Under the terms of the 3rd Supplemental Agreement, BNDSB has agreed to extend the
time period for Denia to achieve the Practical Completion of the Development from 31
December 2013 to 31 December 2016 subject to further amendments and variations to
the Principal Agreement. These further amendments and variations as provided under
the 3rd Supplemental Agreement includes, the following :i.
contribution of a sum equivalent to RM4,000,000.00 by Denia towards the
construction costs of the interchange connecting to Pontian Link known as
KM13.44 Expressway;
ii.
Denia will contribute 50% of the construction costs of the main access road
leading to Nusa Bayu and Nusantara Prima;
iii.
Denia will at its own costs and expense construct a separate access road
connecting to Nusantara Prima; and
vi.
Denia will contribute towards the costs of construction of the following facilities :a. the sewerage treatment plan (“STP 10”) which will be constructed for the
purpose of serving, among others, the Southern Industrial and Logistics
Clusters, Nusa Bayu and Nusantara Prima; and
b. other facilities in serving the development on the Said Properties including the
pump house and the electricity supply sub-stations.
The 3rd Supplemental Agreement provides that the contributions to be paid by Denia
will be made by instalments within twenty one (21) months from the Effective Date (as
defined therein).
4.
RATIONALE
The extension of the Practical Completion of the Development will allow Denia to
complete the development of Nusantara Prima in accordance with the development
schedule (detailed above).
5.
FINANCIAL EFFECTS OF THE 3RD SUPPLEMENTAL AGREEMENT
The total Financial Effects arising from the 3rd Supplemental Agreement is
RM12,801,752.70 arising from the contributions to be made by Denia to BNDSB as
mentioned in item 3 above.
6.
DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED
To the best of the knowledge of the Directors of SHB, none of the Directors and/or
Major Shareholders of SHB and/or persons connected to them have any interests,
direct or indirect, in the 3rd Supplemental Agreement.
This announcement is dated 23 December 2011