TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
| OLDTOWN BERHAD |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A)) |
| Description | OLDTOWN BERHAD ("OLDTOWN" OR "THE COMPANY")
VOLUNTARY TAKE-OVER OFFER BY JACOBS DOUWE EGBERTS HOLDINGS ASIA NL B.V. ("JDE ASIA" OR "OFFEROR") TO ACQUIRE ALL THE ORDINARY SHARES IN OLDTOWN ("OLDTOWN SHARES") NOT ALREADY HELD BY THE OFFEROR ("OFFER SHARES") ("OFFER") |
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Unless the context otherwise requires, the defined terms used herein are the same as those defined in the offer document in relation to the Offer dated 20 February 2018 (“Offer Document”).
We refer to the Offer Document and the announcements dated 11 December 2017, 26 December 2017, 30 January 2018, 26 February 2018 and 9 March 2018 in relation to the Offer.
The Board of Directors of OldTown (“Board”) wishes to announce that the Company has today received the attached press notice from CIMB, on behalf of the Offeror informing that as at 5.00 p.m. (Malaysian time) on 13 March 2018, the Offeror has received valid acceptances in respect of the Offer resulting in the Offeror holding more than 90.00% of the OldTown Shares.
The Board also wishes to announce that, according to the said press notice, the Offeror holds 418,393,925 OldTown Shares, representing approximately 90.32% of the total number of issued shares in OldTown as at 5.00 p.m. (Malaysian time) on 13 March 2018.
In accordance with Paragraph 16.02(3) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”), Bursa Securities shall suspend the trading in all listed securities of OldTown immediately upon the expiry of five (5) market days from the closing date of the Offer.
Accordingly, as set out in Section 6.1 of Offer Document, the Offeror will procure OldTown to make an application to Bursa Securities for the withdrawal of its listing status from the Official List of Bursa Securities in accordance with Paragraph 16.07 of the Listing Requirements. Once OldTown is de-listed, the holders of the Offer Shares who have not accepted the Offer will hold unlisted OldTown Shares and, therefore, will not be able to realise their investments in OldTown Shares through trading on Bursa Securities.
In addition, as set out in Section 6.2 of the Offer Document, if the Offeror receives valid acceptances of not less than nine-tenths (9/10) in the value of the Offer Shares (excluding OldTown Shares already held by the Offeror and its persons acting in concert as at the date of the Offer) on or before the closing date of the Offer, the Offeror intends to invoke the provisions of Section 222(1) of the Capital Markets and Services Act 2007 (“CMSA”) to compulsorily acquire any remaining Offer Shares from the dissenting shareholders.
Accordingly, the Offeror will issue a notice in the form or manner specified by the SC under Section 222 of the CMSA, informing the dissenting shareholders of the Offeror’s intention to compulsorily acquire their OldTown Shares (“Compulsory Acquisition Notice”). The Compulsory Acquisition Notice will be sent to all dissenting shareholders within two (2) months from today, 13 March 2018.
Unless revised or extended, the Offer will remain open for acceptances up to 5.00 p.m. (Malaysian time) on Tuesday, 20 March 2018.
Please refer to the attached press notice in relation to the above and the level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on 13 March 2018.
This announcement is dated 13 March 2018. |
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Please refer attachment below.
Announcement Info
| Company Name | OLDTOWN BERHAD |
| Stock Name | OLDTOWN |
| Date Announced | 13 Mar 2018 |
| Category | General Announcement for PLC |
| Reference Number | GA1-13032018-00081 |