Others
18-12-2019
| Type | Announcement |
| Subject | OTHERS |
| Description |
TITIJAYA LAND BERHAD ("TITIJAYA" or "COMPANY") - SHAREHOLDERS' AGREEMENT BETWEEN TITIJAYA, TOKYU LAND ASIA PTE. LTD. AND RIVERIA CITY SDN. BHD., A SUBSIDIARY OF TITIJAYA (REFERRED TO AS THE PROPOSAL) |
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This announcement should be read in conjunction with the earlier announcement made on 16 December 2019. The terms used herein, unless the context otherwise stated, shall bear the same meaning as those defined in the announcement aforementioned. |
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Further to the announcement dated 16 December 2019, Titijaya wishes to provide the additional information that the Class A Shares shall be issued to TLA upon the following terms: -
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Rights to Annual Dividends / Distributions |
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At the end of each financial year, TLA shall be entitled to receive as dividend, or any distribution whatsoever, 30% of such amount attributable to the Net Profit of the Project RIVERIA. the dividend shall be distributed to TLA by RCSB on an annual basis.
On any payment of dividends or distributions at any time, TLA shall rank in priority to the Ordinary Shares and the RPS.
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Non – Convertible
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The Class A Shares are non- convertible.
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Annual Capital Reduction |
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At the end of each financial year, TLA shall be entitled to require RCSB to return such amount of capital by carrying out a share capital reduction exercise for such number of Class A Shares at RM1 per share (“Annual Capital Reduction”).
The Parties agree that, unless all of the Class A Shares have been reduced and cancelled by RCSB, the capital reduction of the Class A Shares and return of capital to TLA shall have no effect whatsoever on RCSB’s payment of the Annual Dividend to TLA.
The Annual Capital Reduction shall be computed and made by RCSB on an annual basis.
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Winding up Preference |
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On a winding up, TLA is conferred the right to receive, in priority to any payment to RPS holders and the Ordinary Shareholder(s), cash payment in full of the Subscription Price, less the amount of Annual Dividends distributed and Annual Capital Reduction made, and after the payment and discharge of all debts and liabilities of RCSB to their secured and unsecured creditors and the cost of such winding up, provided that after the aforesaid cash payments are made in full, and after RPS holders and Ordinary Shareholder(s) are paid the subscription price of the Ordinary Shares, TLA shall rank pari passu with Titijaya in any further distribution of any surplus assets. Any such further distribution shall be limited to surplus assets or profits arising out of or in connection with Project RIVERIA.
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Seniority |
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Class A Shares shall rank senior to all other equity of RCSB.
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This announcement is dated 18 December 2019.
Announcement Info
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