UEM Sunrise's KLCC land buy falls through as conditions precedent not met

• As the SPA had lapsed, UEM Sunrise said the vendor Nipponkey Sdn Bhd will refund its indirect wholly owned subsidiary Lucky Bright Star Sdn Bhd the deposit, including any interest accrued, within 14 days.
• Lucky Bright Star will also return the relevant documents to Nipponkey, UEM Sunrise said in a Bursa Malaysia filing.

KUALA LUMPUR (Feb 8): UEM Sunrise Bhd’s plan to buy a freehold land situated near the Kuala Lumpur Convention Centre (KLCC) has fallen through after conditions precedent under the sale and purchase agreement (SPA) were not fulfilled within the conditional period, which expired on Tuesday (Feb 7). 

Shares and structured warrants of the property developer were then halted from 9am to 10am on Wednesday’s trading session, Bursa Malaysia announced.

As the SPA had lapsed, UEM Sunrise said the vendor Nipponkey Sdn Bhd will refund its indirect wholly owned subsidiary Lucky Bright Star Sdn Bhd the deposit, including any interest accrued, within 14 days.

Lucky Bright Star will also return the relevant documents to Nipponkey, UEM Sunrise said in a Bursa Malaysia filing.

“Thereafter, Lot 228 SPA shall be terminated and be of no further effect and neither party shall have any claim against the other except in respect of any antecedent breach,” UEM Sunrise said.

The parcel of land measuring 6.39 acres is situated at Lot 228, Jalan Sultan Yahya Petra (formerly known as Jalan Semarak), which is approximately 2.5km northeast of KLCC.

When UEM Sunrise first announced the proposed acquisition on Aug 4 last year, it said the total purchase price of RM384 million will be satisfied in cash of RM235.8 million and in-kind of RM148.25 million.

The settlement via in-kind consideration involved Nipponkey entering into 16 disposal and land transfer agreements (DLTAs) with UEM Sunrise’s indirect wholly owned subsidiaries Nusajaya Rise Sdn Bhd (NRSB) and Symphony Hills Sdn Bhd (SHSB), the registered owners for 107.82 acres of land located in Tanjung Kupang, Johor, simultaneously with the execution of Lot 228 SPA.

Among the 16 DLTAs, two between SHSB and Nipponkey were for the disposal and transfer of two Bumi plots of lands defined as “SHSB Bumi Lands”.

These DLTAs have also lapsed on Tuesday, UEM Sunrise said.

“Upon the lapse of the NRSB DLTAs and SHSB DLTAs, the transferee shall return the relevant documents to NRSB and SHSB. Thereafter, the NRSB DLTAs and SHSB DLTAs shall be terminated and be of no further effect and neither party shall have any claim against the other except in respect of any antecedent breach,” UEM Sunrise said.

“The SHSB Bumi DLTAs shall be rescinded following the termination of Lot 228 SPA, and the transferee shall return the relevant documents to SHSB. Thereafter, the SHSB Bumi DLTA shall become null and void and neither party will have any further claims against the other save and except for any antecedent breach,” it added.

These lands are part of Gerbang Nusajaya, Iskandar Puteri. The NRSB DLTAs, SHSB DLTAs and SHSB Bumi DLTAs are collectively referred to as the “Gerbang Nusajaya Lands DLTAs”. In the Gerbang Nusajaya Lands DLTAs, Nipponkey was stated as the transferee.

Nipponkey is a private company limited. According to the bourse filing on Aug 4, 2022, its share capital was RM181.32 million divided into 100,000 ordinary shares and 181 million redeemable preference shares. Its principal activity is property holding.

The directors of Nipponkey are Datuk Tan Eng Boon, who holds 30% of shares in the company, Datuk Seri Edwin Tan Pei Seng (40%), and Datuk Seri Godwin Tan Pei Poh (30%).

Edwin and Godwin are currently on the board of directors of another listed company, Paragon Globe Bhd, of which Edwin is the executive chairman and Godwin is a group executive director.

At the time of writing, UEM Sunrise has resumed trade. Its shares were trading half a sen higher at 27 sen, valuing the group at RM1.34 billion. Paragon Globe, meanwhile, dipped half a sen to 17.5 sen, valuing the group at RM127.22 million.