03.08.2013 Views

?ytl land? or - Announcements - Bursa Malaysia

?ytl land? or - Announcements - Bursa Malaysia

?ytl land? or - Announcements - Bursa Malaysia

SHOW MORE
SHOW LESS

Create successful ePaper yourself

Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.

(ii) The Acquisition Agreements (save f<strong>or</strong> AASB Agreement, LFPL<br />

Agreement, SIPL Agreement, BBSB Agreement and Bid<strong>or</strong> Land<br />

Agreement)<br />

The salient terms of the Acquisition Agreements (save f<strong>or</strong> the AASB<br />

Agreement, LFPL Agreement, SIPL Agreement, BBSB Agreement<br />

and Bid<strong>or</strong> Land Agreement) are as follows:<br />

(a) Each of the Proposed SSSB Acquisition, Proposed EHSB<br />

Acquisition, Proposed PTSB Acquisition, Proposed TASB<br />

Acquisition and Proposed YTLW Acquisition are conditional<br />

upon, among others, the following conditions precedent<br />

being fulfilled (unless otherwise waived by YTL Land and<br />

YTL C<strong>or</strong>p, as the case may be) within six (6) months from<br />

the date of the SSSB Agreement, EHSB Agreement, PTSB<br />

Agreement, TASB Agreement and YTLW Agreement <strong>or</strong> such<br />

other date as may be mutually agreed upon by YTL Land<br />

and YTL C<strong>or</strong>p:<br />

(aa) the approvals as set out in Sections 9 (i) to (v) and<br />

(x) below;<br />

(bb) YTL Land’s and YTL C<strong>or</strong>p’s respective obligations to<br />

be perf<strong>or</strong>med on <strong>or</strong> bef<strong>or</strong>e the date as may be<br />

mutually agreed upon by YTL Land and YTL C<strong>or</strong>p<br />

being not later than six (6) weeks from the date of<br />

satisfaction of all the conditions to the SSSB<br />

Agreement, EHSB Agreement, PTSB Agreement,<br />

TASB Agreement and YTLW Agreement (unless<br />

otherwise waived by YTL Land and YTL C<strong>or</strong>p, as the<br />

case may be) <strong>or</strong> such other date as may be mutually<br />

agreed upon by YTL Land and YTL C<strong>or</strong>p<br />

(“Completion Date”), in acc<strong>or</strong>dance with the SSSB<br />

Agreement, EHSB Agreement, PTSB Agreement,<br />

TASB Agreement and YTLW Agreement shall have<br />

been duly perf<strong>or</strong>med;<br />

(cc) with respect to the EHSB Agreement, the execution<br />

of a Deed of Ratification and Accession by YTL<br />

Land, YTL C<strong>or</strong>p and ESPY Zone Sdn Bhd (“ESPY”)<br />

(the shareholder of the remaining 30% equity interest<br />

in EHSB), if required, which shall be effective on the<br />

completion of the Proposed EHSB Acquisition in<br />

such f<strong>or</strong>m agreed upon by YTL Land and YTL C<strong>or</strong>p<br />

and, if applicable, a written undertaking from ESPY<br />

waiving its rights of pre-emption to the EHSB Shares<br />

pursuant to the Mem<strong>or</strong>andum and Articles of<br />

Association of EHSB;<br />

(dd) with respect to the YTLW Agreement, YTLW shall<br />

have obtained financing upon terms acceptable to<br />

YTLW as shall be sufficient to enable YTLW to<br />

discharge the YCF Advance;<br />

(ee) YTL C<strong>or</strong>p shall have given its irrevocable<br />

undertaking to subscribe f<strong>or</strong> its entitlement pursuant<br />

to the Proposed Rights Issue of ICULS on the terms<br />

agreed with YTL Land;<br />

23

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!