Chip Eng Seng has entered into several agreements with Sing-Haiyi Crystal Pte. Ltd. and Ultra Infinity Pte. Ltd., as well as Sophia Commercial Pte. Ltd. to redevelop Peace Centre and Peace Mansion.
Sophia Commercial is the joint venture company (JVCo) established for the development of the commercial component of the property. Sophia Residential is another JVCo that was established for the development of the residential component of the property.
On Feb 16, Chip Eng Seng announced that it has entered into shareholders’ agreements with its joint venture (JV) partners to regulate the affairs of Sophia Commercial and Sophia Residential. The agreements will also detail the respective rights of the JV partners as shareholders of the JVCos.
Each of the JVCos have also entered into an agreement with CEL Development Pte. Ltd., the wholly-owned subsidiary of Chip Eng Seng, where CEL was appointed as the corporate services manager to provide administrative and accounting services and more, for a fixed monthly fee. The services will be provided till the JVCos are dissolved.
The JVCos have also appointed CEL and SingHaiyi Development, an affiliate of Sing-Haiyi Crystal, as joint project managers to provide project management consultancy services for the project for a fee which is based on a fixed percentage of the project’s total construction costs.
Finally, the JVCos appointed CEL and SingHaiyi Development as joint marketing managers for a fee that is based on the fixed percentage of the sales revenue for the units in the new project.
Facility agreement
Furthermore, the JVCos entered into a facility agreement with DBS Bank, Oversea-Chinese Banking Corporation Limited (OCBC) and Bank of China Limited (Singapore Branch) where the banks have agreed to provide the JVCos a secured loan of $835.7 million.
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The proceeds of the loan will partly finance the acquisition of the property, the payment of the land betterment charge, construction costs and professional fees.
Each of the shareholders of the JVCos have provided a guarantee in favour of the banks. CEL will guarantee up to 40% of the loan while Haiyi Holdings and SingHaiyi Group Pte. Ltd. will guarantee up to 30% of the loan. The shareholders of Ultra Infinity will collectively guarantee up to 30% of the loan.
IPTs
As Gordon Tang and Celine Tang have deemed interests in CEL, Sing-Haiyi Crystal and the JVCos, the participation of CEL and Sing-Haiyi Crystal in the JV and shareholders’ agreements as well as the provision of the services under the several agreements appointing CEL as corporate services manager, project manager and joint marketing manager constitute as interested person transactions (IPTs).
As at Feb 16, the current total value of all interested person transactions the Tangs and their associates for FY2023 is approximately $586.5 million.
Shares in Chip Eng Seng, SLB Developments and KSH closed at 74.5 cents, 11.3 cents and 34 cents respectively on Feb 16.
