IWH CREC: We've fulfilled all payment obligations in Bandar Malaysia deal

PETALING JAYA: IWH CREC Sdn Bhd (ICSB), the consortium acquiring a 60% stake in Bandar Malaysia, has refuted TRX City Sdn Bhd’s allegation that the share sale agreement (SSA) has lapsed and has requested for its completion.
“After a detailed and thorough review of ICSB’s and TRX’s respective obligations under the SSA including the agreed process/milestones with regard to fulfilment thereof, and relevant records, ICSB is of the view that TRX’s allegation that the SSA has lapsed, runs contrary to the conduct of the parties in progressing the SSA towards its completion in accordance with the spirit of the SSA thereof,” ICSB said in a statement last Friday.
ICSB said prior to receiving TRX’s letter, TRX was already aware that the consortium has complied with the conditions precedent and, accordingly, the SSA has become unconditional.
ICSB said it has fulfilled all the required payment obligations under the SSA on its part towards TRX to date and it has officially requested TRX for completion of the SSA.
“ICSB has sufficient financial resources and capabilities to ensure the smooth and successful execution and implementation of the development of Bandar Malaysia. ICSB has written to TRX to express that TRX’s unilateral declaration that the SSA has lapsed is unacceptable. ICSB reserves all its rights in this matter,” it added.
To recap, ICSB received a letter from TRX City Sdn Bhd last Wednesday, informing it that the SSA dated Dec 31, 2015 entered into between the parties, had lapsed on the ground of non-fulfilment of the conditions precedent.
IWH said in a separate statement that it had entered into a merger agreement with Iskandar Waterfront City Bhd following the acceptance by the IWC board to table the merger scheme to IWC shareholders.
The merger scheme forms part of a proposed rationalisation and restructuring exercise undertaken by IWH to consolidate the landbank of IWH Group, with the aim of creating greater synergies and economies of scale.
Through the merger, IWH will acquire the remaining 61.7% stake in IWC at an offer price of RM1.50 per IWC share, to be satisfied via issuance of IWH’s shares on the basis of one new IWH share for one existing IWC share. IWH then assume the listing status of IWC.
Following the completion of the corporate exercise, IWH will have a total land bank of about 6,773 acres in Johor Bahru with an estimated open market value of about RM30 billion, as assessed by the appointed independent valuers.
Trading in IWH shares was suspended last Thursday and Friday pending the material announcement.