DIJAYA Corp Bhd will buy assets worth RM1.1 billion owned by its major shareholder, Tan Sri Danny Tan Chee Sing, under a consolidation exercise to spur its growth.

The exercise is specifically aimed at streamlining and rationalising a majority of land and properties held by Tan into Dijaya.

Both parties entered into a conditional amalgamation exercise agreement yesterday.

Under the deal, Dijaya will acquire 73 properties, including 24ha of land in Kuala Lumpur, Penang, Johor and Sabah, and investment assets held by Tan, excluding the liabilities incurred by these properties, for RM948.7 million.

The deal is expected to conclude by September this year.

Tan said the assets would give Dijaya good recurring income of eight per cent per annum.

The assets include Dijaya Plaza in Kuala Lumpur, Casa Square in Puchong, Intan Square in Petaling Jaya, Jaya Square in Subang and Wisma TT in Bandar Sunway.

The land acquisition, meanwhile, will increase Dijaya's land bank to 348ha, generating a gross development value of RM37 billion over the next 12 to 15 years.

Dijaya managing director Datuk Tong Kien Onn said the deal would benefit the company over the long term as all the assets would help improve its financial figures.

The exercise, upon completion, will increase Dijaya's market capitalisation to over RM1 billion at a price of RM1.50 per share. This will make the company one of the largest property developers on the Main Market of Bursa Malaysia.

The acquisition will be satisfied by RM250 million cash and the balance via the issuance of redeemable convertible unsecured loan stocks (RCULS), with a staggered conversion price range of RM1.30 to RM2.50 over a 10-year period.

As an integral part of the deal, Dijaya will undertake an equity fund raising exercise via a renounceable rights issue of up to 491.3 million new shares of RM1 each at an issue price of RM1.20 per rights share, together with a bonus issue of up to 122.83 million new RM1 shares.

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.

Dijaya has 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 to further meet the business investments and long-term capital requirement of the group.

In view of the proposed amalgamation exercise, Dijaya has cancelled its proposed private placement as announced on August 18 last year to mitigate any further dilution of shareholdings in the company.

SOURCE: Business Times