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EXECUTION OF THE SALE AND PURCHASE AGREEMENT BETWEEN ITS INDIRECT WHOLLY-OWNED SUBSIDIARY, MAGNA ECOCITY SDN. BHD., ITS WHOLLY-OWNED SUBSIDIARY, TWINICON (M) SDN. BHD. AND OCR AVENUE SDN. BHD.
MAGNA PRIMA BERHAD
Type
Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID
IQL-10042026-00001
Subject
EXECUTION OF THE SALE AND PURCHASE AGREEMENT BETWEEN ITS INDIRECT WHOLLY-OWNED SUBSIDIARY, MAGNA ECOCITY SDN. BHD., ITS WHOLLY-OWNED SUBSIDIARY, TWINICON (M) SDN. BHD. AND OCR AVENUE SDN. BHD.
Description
MAGNA PRIMA BERHAD ("MAGNA" OR "THE COMPANY")
ADDITIONAL INFORMATION FOR THE EXECUTION OF THE SALE AND PURCHASE AGREEMENT BETWEEN ITS INDIRECT WHOLLY-OWNED SUBSIDIARY, MAGNA ECOCITY SDN. BHD., ITS WHOLLY-OWNED SUBSIDIARY, TWINICON (M) SDN. BHD. AND OCR AVENUE SDN. BHD.
Query Letter Contents
We refer to your Company's announcements dated 24 March 2026 and 27 March 2026, in respect of the aforesaid matter. In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
1) Based on the following payment milestone of the Owner's Minimum Entitlement set out in the JV Agreement, as tabulated and disclosed by MAGNA on 20 April 2022, please update and confirm the total amount received from the Developer since the signing of the JV Agreement till to-date and to provide the details on utilisation of the amount received together with the relevant date(s) of such utilisation, including the intended payment of RM32 million to Alliance Bank Malaysia Berhad for the full redemption of the Land and the intended payment of RM45 million to Hap Seng Credit Sdn Bhd ("Hap Seng") for settlement of outstanding sum owed by the Owner to Hap Seng.
Payment Milestone
Percentage (%)
Owner's Entitlement (%)
(i)
The Owner hereby acknowledge receipt of the Deposit paid by the Developer to the Messrs. Lee Ong & Partners as the Owner's stakeholder prior to the date of JVA.
The Parties hereby agree that the Deposit shall be released by the Stakeholder in favour of the Owner upon delivery of valid and enforceable original First Power of Attorney by the Owner to the Developer pursuant to Clause 7.1 of the JVA.
1%
("Deposit")
RM1,600,000.00
(ii)
Upon expiry of 6th month from the date of this Agreement or release of the loan drawdown by the financier in favour of the Developer, whichever is earlier, subject to the fulfillment of the Conditions Precedent.
In the event of any delay in the loan drawdown or the Developer fail to repay the First Payment before the aforesaid expiry date, the Owner shall, upon request by the Developer, grant an extension of 2 months to the Developer for the payment of the First Payment.
50%
("First Payment")
RM80,000,000.00, which shall be paid in accordance with the payment manner of the first manner set out in the JVA.
(iii)
Upon expiry of the 12th month from the date of the First Payment or 90th day from the date of official launching of Phase 1 of the Project, whichever is earlier.
15.625%
RM25,000,000.00
(iv)
Upon expiry of the 24th month from the date of the First Payment or 90th day from the date of the official launching of Phase 2 of the Project, whichever is earlier.
15.625%
RM25,000,000.00
(v)
Upon expiry of the 36th month from the date of the First Payment or 6th month from the date of the Certificate of Completion and Compliance duly obtained for Phase 1 and Phase 2 of the Project, whichever is earlier, subject to the delivery of the Full Power of Attorney by the Owner to the Developer.
17.75%
RM28,400,000.00
Total
100%
RM160,000,000.00
2) To name the sender and recipient of the letter dated 20 December 2022 pertaining to fulfilment of Clause 3.1(c) of the conditions precedent of the JV Agreement. To also disclose the reason to waive the said conditions precedent.
3) In the announcement dated 20 April 2022, it was disclosed that the Parties intend to undertake the development of the Land into a mix of integrated e-commerce spaces, commercial offices, retails as well as service apartments, which is to be developed in phases. The expected gross development value for the project is approximately RM1.5 billion.
In MAGNA's recent reply dated 27 March 2026 to queries raised by Bursa Malaysia Securities Berhad, we noted, among others, the following details -
The JV Agreement remains in full force and effect;
MESB has been informed by OCR Avenue that it plans to develop the Land in 3 phases, namely Parcel 1 measuring approximately 10.00 acres, Parcel 2 measuring approximately 3.81 acres and Parcel 3 measuring approximately 4.58 acres. Parcel 3 forms the subject matter of the present transaction and is referred to as the Sale Land; and
Parcel 3 is intended for a potential development of 987 units of service apartment targeted to commence by second quarter of 2027 and has a total development cost of RM349,186,074 and a gross development value of RM425,900,000.
In view of the above, please further address the following:
(i) To explain why Parcel 3 is being separated from the development of the entire Land. In this respect, given that MESB is still the Registered Proprietor / Owner of the Land, please further explain the rationale for Twinicon (M) Sdn Bhd to acquire the Sale Land which forms part of the Land which appears to be recorded as an inventory in MAGNA's balance sheet;
(ii) To explain how the present transaction involving Parcel 3 would affect the agreed Owner's Minimum Entitlement of RM160 million agreed under the JV Agreement;
(iii) To confirm the applicability of the Owner's Profit Sharing agreement given that Clause 3.1(c) of the JV Agreement has been waived;
(iv) In view that the proposed development of the Land has yet to commence and the final development plan has not been submitted to the local authority for approval, please state the following:
(a) The financial impact arising from such delay and the reason for MAGNA's decision to continue with the JV Agreement instead of exploring other option such as to development the entire Land on its own etc.;
(b) The relevant information for Parcel 1 and Parcel 2 in the manner specified under Paragraph 4, Part C, Appendix 10A of the Main Market Listing Requirements, where possible; and
(c) To confirm whether the delay in the proposed development commencement has triggered any contractual penalties or renegotiations with OCR Avenue.
(v) Based on the announcement dated 24 March 2026, the total Land area is stated as 20 acres. However, in the subsequent announcement dated 27 March 2026, it is stated that the Land will be developed in three (3) phases, namely Parcel 1 measuring approximately 10.00, Parcel 2 measuring approximately 3.81 acres and Parcel 3 measuring approximately 4.58 acres. These parcels together add up to only 18.39 acres. Please explain the discrepancy.
4) To clarify the RM2 million incurred by MESB considering that the proposed development of the Land has yet to commence, of which the details shall include the nature/description of the expenses together with the relevant date(s) and name of the party(ies) involved in such expenses incurred by MESB.
5) To name the licensed valuer that have provided the indicative value of RM45 million for the Sale Land. To also provide the final value reported by the valuer in its valuation report together with the date of its valuation report, material date of valuation and the methodology(ies) used in undertaking the valuation of the Sale Land/Land.
Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.
Yours faithfully,
Listing
Group Regulation
Cc : Market Surveillance Dept. , Securities Commission Malaysia
Reference is made to the Company's announcements dated 24 March 2026 and 26 April 2026 ("Announcements"). Unless otherwise stated, the definitions and terms used herein shall have the same meaning as defined in the Announcements.
The Board of Directors of Magna ("Board") wishes to announce the additional information as set out in the attachment below.