Upon completion of the Proposed Amalgamation Exercise, the size of the land bank will increase to 870 acres and the Gross Development Value (“GDV”) will increase to RM37 billion. In addition, the investment properties’ lettable areas will increase to 1.4 million square feet. The additional investment properties to be acquired from the private property companies are estimated to generate a more stable and recurring income for Dijaya.
Under the Proposed Amalgamation Exercise, Dijaya will acquire 73 properties held privately by YBhg Tan Sri Dato’ Danny Tan for a total consideration of approximately RM948.7 million, to be satisfied by RM250 million cash and the balance via the issuance of a 10-Year 2% coupon Dijaya Redeemable Convertible Unsecured Loan Stock (“RCULS”), with a staggered conversion price range of RM1.30 to RM2.50 over a 10-year period.
The purchase consideration takes into account the adjusted net assets of the various companies and the indicative aggregate market value of the property assets of approximately RM1.1 billion as appraised by the independent professional valuers, namely CH William, Knight Frank, CBRE and Rahim & Co.
As an integral part of the proposed amalgamation exercise, Dijaya will undertake an equity fund raising exercise via a renounceable rights issue of up to 491,302,655 new ordinary shares of RM1.00 each in Dijaya (“Dijaya Shares”) (“Rights Shares”) at an issue price of RM1.20 per Rights Share, together with a bonus issue of up to 122,825,664 new ordinary shares of RM1.00 each in Dijaya (“Bonus Shares”) to be credited as fully paid-up, on the basis of four (4) Rights Shares for every five (5) existing Dijaya Shares held and one (1) Bonus Share for every four (4) Rights Shares subscribed. YBhg Tan Sri Danny Tan and the parties related to him will provide Dijaya with undertakings to subscribe for RM250 million in value pursuant to the Proposed Rights Issue, which will constitute the minimum subscription level for the Proposed Rights Issue.
To further meet the business investments and long-term capital requirements of the Group, Dijaya also proposed a debt funding via the issuance of up to RM500 million guaranteed commercial paper / medium term notes programme (“CP/MTN”) with an option to issue detachable warrants. RHB Bank Berhad and AmBank (M) Berhad are the guarantor banks and RHB Investment Bank Berhad and AmInvestment Bank Berhad are the appointed Joint Lead Arrangers/Joint Lead Managers for the Proposed CP/MTN Programme. Astramina Advisory Sdn Bhd (“Astramina Advisory”) is the appointed Financial Advisor for the proposed CP/MTN programme.
