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Take-overs & Mergers (Chapter 11 Of Listing Requirements)

BackAug 12, 2015
Type Announcement
Subject TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description
DAYANG ENTERPRISE HOLDINGS BERHAD ("DAYANG" OR "OFFEROR")

CONDITIONAL TAKE-OVER OFFER BY THE OFFEROR THROUGH MAYBANK IB TO ACQUIRE THE OFFER SECURITIES FOR A CASH OFFER PRICE OF RM1.55 PER PPB SHARE AND RM0.84 PER PPB WARRANT ("OFFER")

(Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as defined in the offer document relating to the Offer dated 23 July 2015 (“Offer Document”) which sets out the details, terms and condition of the Offer.)

 

We refer to the Company’s announcements dated 14 May 2015, 17 June 2015, 2 July 2015, 7 July 2015, 23 July 2015 and 24 July 2015 in relation to the Offer.

On behalf of Dayang, Maybank IB wishes to announce that the level of acceptances as at 5.00 p.m. (Malaysian time) on 11 August 2015 is as follows:

(i) PPB Shares

 

No. of

PPB Shares

% of total issued and paid-up share capital of PPB (1)

PPB Shares held by the Offeror and the PAC as at the Posting Date (2)

371,535,800

49.64

PPB Shares for which acceptances of the Offer (which are complete and valid in all respects) have been received by the Offeror after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015

248,761,169

33.24

PPB Shares acquired or agreed to be acquired by the Offeror and the PAC (other than by way of acceptances of the Offer) after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015

-

-

 


620,296,969


82.87

 


 


 

PPB Shares which have been transferred into the Offeror’s Central Depository Securities account after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015 for which the acceptance forms have yet to be received or verified

9,764,880

1.30

Notes:

(1) Computed based on 748,488,501 issued and paid-up PPB Shares as at 11 August 2015.

(2) Includes valid acceptance in respect of 50,000 PPB Shares received by the Offeror from Mr. Chia Chu Fatt, being the PAC.

 

(ii) PPB Warrants

 

No. of

PPB Warrants

% of total outstanding PPB Warrants (1)

PPB Warrants held by the Offeror and the PAC as at the Posting Date

12,776,000

41.71

PPB Warrants for which acceptances of the Offer (which are complete and valid in all respects) have been received by the Offeror after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015

13,991,505

45.68

PPB Warrants acquired or agreed to be acquired by the Offeror (other than by way of acceptances of the Offer) after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015

-

-

 


26,767,505


87.40

 


 


 

PPB Warrants which have been transferred into the Offeror’s Central Depository Securities account after the Posting Date and up to 5.00 p.m. (Malaysian time) on 11 August 2015 for which the acceptance forms have yet to be received or verified

972,483

3.18

Note:        

(1) Computed based on 30,627,597 outstanding PPB Warrants as at the 11 August 2015.

As set out above, as at 5.00 p.m. (Malaysian time) on 11 August 2015, the 620,296,969 PPB Shares held by the Offeror represents 82.87% of the issued and paid-up share capital of PPB. Accordingly, PPB does not comply with the public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements which stipulates that a listed issuer must ensure that at least 25% of its total listed shares are in the hands of public shareholders.

As set out in Section 5 of the Offer Document, the Offeror intends to maintain the listing status of PPB on the Main Market of Bursa Securities. In view that the level of acceptances received under the Offer has resulted in the public shareholding spread of PPB being less than 25%, the Offeror will explore various options or proposals to rectify the public shareholding spread of PPB or procure PPB to explore all possible options to rectify the public shareholding spread of PPB within 3 months from the Closing Date or such extended timeframe as allowed by the relevant authorities to maintain the listing status of PPB on Bursa Securities.

This announcement is dated 12 August 2015.





Announcement Info

Company Name DAYANG ENTERPRISE HOLDINGS BERHAD
Stock Name DAYANG
Date Announced 12 Aug 2015
Category General Announcement for PLC
Reference Number GA1-12082015-00058