KUALA LUMPUR: PLUS Expressways Bhd (PEB) has entered into a conditional sale and purchase agreement (SPA) with PT Bakrie & Brothers TBK (Bakrie) for the former’s disposal of its entire stake in PT Cimanggis Cibitung Tollways (CCTW) for Rp57.82 billion (RM20.2 million) cash on Wednesday, July 28.
The group said it would dispose of 48 million shares representing a 60% interest to Bakrie, a diversified group with interests in telecommunications, plantation, metals, infrastructure, coal mining, upstream oil and gas as well as real estate.
PEB said the amount was arrived at on a willing buyer-willing seller basis. It expects to realise a net gain of RM1 million from the share sales.
The sales' proceeds will be used as working capital or to fund its future expansion plans, it said.
Relying on the warranties in the agreement, Bakrie will purchase the shares free from encumbrances and with all rights and benefits attached to the shares upon the terms and subject to the conditions of the SPA.
It is required to pay the disposal consideration within three months of the SPA date or after obtaining approval from the Indonesian government for the transfer of CCTW shares, whichever comes earlier.
Apart from government approval, Bakrie will also need to obtain the approval of the Indonesian Capital Investment Coordination Board and CCTW’s shareholders for the proposed transfer of shares and the waiver of PT Capitalinc Investment Tbk of its pre-emptive right regarding the transfer of the shares following the SPA.
Capitalinc, together with PEB and Bakrie, jointly set up CCTW, which was incorporated on February 22, 2008 to undertake and implement the Cimanggis – Cibitung toll road project in Java island.
The winning bidder for the project was announced on September 17, 2007, but the concession execution hit a snag following the Indonesian government’s policy change on the terms of the concession, among other things.
Bakrie will need to obtain the necessary approvals no longer than six months following the SPA date or on another date mutually agreed upon by both parties. If Bakrie fails to meet the deadline, PEB may at its sole discretion terminate the agreement.
Upon receiving the full amount and relying on certain indemnities provided by Bakrie under the SPA, PEB will hand over management control of CCTW to Bakrie.
Following the signing of the SPA, Bakrie has agreed to solely undertake all financing costs.
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