UMW

4.970

(%)

TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))

UMW HOLDINGS BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description
UMW HOLDINGS BERHAD ("UMW" OR "COMPANY")

UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY SIME DARBY ENTERPRISE SDN BHD ("SDESB" OR "OFFEROR") TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN UMW NOT ALREADY HELD BY THE OFFEROR AND SIME DARBY BERHAD ("OFFER SHARES") FOR A CASH CONSIDERATION OF RM5.00 PER OFFER SHARE ("MGO")
(Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Company’s announcement in relation to the MGO dated 24 August 2023, 6 December 2023, 3 January 2023, 10 January 2024, 12 January 2024 and 15 January 2024 (collectively, “Announcements”), the offer document in relation to the MGO dated 27 December 2023 (“Offer Document”) and the independent advice circular in relation to the MGO dated 8 January 2024 (“IAC”))

We refer to the Announcements, the Offer Document and the IAC.

In this respect, the Board of Directors of the Company wishes to announce that UMW has received a press notice from CIMB, on behalf of the Offeror, informing that the MGO has closed at 5.00 p.m. (Malaysian time) on 31 January 2024, being the extended closing date of the MGO (“Extended Closing Date”).

As announced by the Company on 10 January 2024, the Offeror, Ultimate Offeror and PACs collectively hold 90% or more of the UMW Shares as a result of the MGO and the Offeror and Ultimate Offeror do not intend to maintain the listing status of UMW on the Main Market of Bursa Securities. In view of this, Bursa Securities will suspend the trading of the UMW Shares upon the expiry of 5 market days from the Extended Closing Date, which will be effected from 9.00 a.m. (Malaysian time) on Friday, 9 February 2024. The Offeror will procure UMW to take the requisite steps to withdraw its listing status from the Official List in accordance with Paragraph 16.07(a) of the Listing Requirements.

On 15 January 2024, the Company had also announced that as the Offeror had received valid acceptances of not less than nine-tenths (9/10) in the nominal value of the UMW Shares (excluding UMW Shares already held by the Offeror, Ultimate Offeror and the PACs as at the date of the MGO), the Offeror will invoke the provisions of Section 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Shareholders.

Accordingly, the Offeror will issue a compulsory acquisition notice under Section 222(1) of the CMSA, which will be sent to all Dissenting Shareholders in due course.

In accordance with Paragraph 13.01 of the Rules, the level of acceptances of the MGO as at 5.00 p.m. (Malaysian time) on 31 January 2024 is set out in the attachment. Please refer to the attachment for further information.

This announcement is dated 31 January 2024.



Please refer attachment below.

Attachments

Press Notice.pdf
155.7 kB



Announcement Info

Company Name UMW HOLDINGS BERHAD
Stock Name UMW
Date Announced 31 Jan 2024
Category General Announcement for PLC
Reference Number GA1-30012024-00006