Binasat terminates Empire City property deal; vendor to refund RM32.19m

PETALING JAYA (Aug 13): Binasat Communications Bhd has mutually terminated its proposed acquisition of properties in Empire City, Damansara, under an agreement requiring the vendor to refund RM32.19 million.

It said in a Bursa Malaysia filing that its wholly owned subsidiary Binasat Diversified Sdn Bhd (BDSB) and Casa Seroja Sdn Bhd (CASB) had entered into the mutual termination agreement on Wednesday (Aug 12), terminating the sale and purchase agreement with effect from the same day.

CASB is to pay RM20 million by Oct 31, 2026, and the remaining RM12.19 million by Dec 31, 2026.

If an instalment is not paid in full by its due date, CASB will receive an automatic extension of 30 working days without interest. Any amount remaining unpaid after the extension will attract interest at 8% per annum, calculated daily until full settlement.

The RM32.19 million comprises RM29.19 million of consideration paid by the group to date and RM3 million of costs and expenses incurred in connection with the proposed acquisitions.

Of the RM29.19 million, RM10.29 million represents the stated value of consideration shares issued to CASB, RM11.54 million was funded with proceeds from Binasat's private placement, and RM7.35 million came from internally generated funds.

The announcement does not state whether, or how, the 49.02 million consideration shares previously issued to CASB will be returned, cancelled or otherwise dealt with following the termination.

Binasat said the termination releases the group from its obligation to pay the remaining cash consideration and allows it to reallocate the refund towards its new businesses or other purposes to be determined later.

The group had said in May that it had paid RM11.54 million towards cash consideration of about RM33.83 million, leaving about RM22.29 million outstanding.

Shareholder approval required

Binasat said the RM21.83 million component linked to the consideration shares and private-placement proceeds constitutes a material variation to the proposals previously approved by shareholders.

The company expects to seek shareholder approval for the proposed material variation by the first quarter of 2027, barring unforeseen circumstances.

Upon receipt, the RM21.83 million is to be held by BDSB's solicitors as stakeholder in an interest-bearing account pending shareholder approval.

The company said the termination is not expected to have any material impact on its earnings per share or net assets per share, apart from the financial effect arising from the RM3 million reimbursement of costs and expenses.

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