Regal International: Restructuring of Financial Liabilities and Purchase Consideration due to KOJADI

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The Board of Directors of Regal International Group Ltd. (the “Society“, and with its subsidiaries, the”Group“) refers to the announcements dated January 12, 2017 and May 22, 2017 regarding the investment of Koperasi Jayadiri Malaysia Berhad (“KOJADI“) by subscribing to cumulative preference shares of 25 million (“RPS“) in its wholly owned subsidiary, Temasek Regal Capital Sdn. Bhd. (“TRCSB“), and the December 10, 2020 announcement regarding the restructuring of 11 million redeemable preferred shares at a purchase price of Ringgit 11 million (“Consideration T1“) by share transfer agreement dated December 10, 2020 (“ASS T1“) entered into between its wholly owned subsidiary, Regal Opulences Sdn. Bhd. (“ROSB“) and KOJADI.

The Company wishes to announce that the Company furthermore, on December 15, 2021, through ROSB, acquired 11 million additional redeemable preferred shares in TRCSB (“2nd Acquisition of RPS“) for a purchase price of 11 million ringgit (“Consideration T2“) of KOJADI in accordance with the terms and conditions to be defined in the contract for the sale of shares concluded between KOJADI and ROSB (“ASS T2“). The T2 Counterparty will be paid in cash or by reimbursement of goods sold over a period of 2 years, plus interest payable, from the date of the T2 SSA. This restructuring exercise allows the Group to extend the period of settlement of the existing RPS principal and dividends due and payable to KOJADI (“Restructuring of RPS“).

Pursuant to the T1 SSA, ROSB and KOJADI have also agreed to restructure the payment of the overdue T1 consideration which is due and payable in 2021 (“Restructuring of counterparty T1 for Y1“) on the terms and conditions set out in the Settlement Agreement on December 15, 2021 (“Settlement Agreement“) as compensation for the purchase price of the Group’s buildings (“Identified properties“) through sales and purchase contracts (“SPA“) and a Repurchase Option is granted in the Settlement Agreement under which ROSB will have the right to recruit any third party purchaser to acquire any of the Identified Properties at the repurchase price or other higher purchase price within 36 months from the date of the SPA.The restructuring of the T1 counterparty for Y1 allows the Group to defer its immediate cash obligations from the outstanding T1 counterparty through the repurchase / redemption of the identified properties over a period of 3 years.

The T2 SSA and Settlement Agreement are not expected to have a material impact on the Company’s net property, plant and equipment and earnings per share for the year ended December 31, 2021.

Warning

Regal International Group Ltd. published this content on December 15, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on December 15, 2021 02:28:09 PM UTC.


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