Bursa Announcements News

Reference is made to the Company’s announcement dated 4 April 2022 in relation to the receipt of offer to purchase all the securities in Kesas, SPRINT, LITRAK and SMART from ALR (“Announcement”).

On 4 April 2022, the Board of Directors (“Board”) of Gamuda announced that:

(a) Kesas Holdings Berhad (“Kesas Holdings”), a 70.0% owned subsidiary of Gamuda, had on 2 April 2022, received a conditional letter of offer from ALR in respect of ALR's offer to acquire all the securities (including all ordinary shares, preference shares and loan stocks, where applicable) (“Securities”) of Kesas, a wholly-owned subsidiary of Kesas (“Kesas Offer”);

(b) Sistem Penyuraian Trafik Kl Barat Holdings Sdn Bhd (“SPRINT Holdings”), Gamuda’s 51.6% associated company, had on 2 April 2022, received a conditional letter of offer from ALR in respect of ALR's offer to acquire all the Securities of SPRINT, a wholly-owned subsidiary of SPRINT Holdings ("SPRINT Offer");

(c) Lingkaran Trans Kota Holdings Berhad (“LITRAK Holdings”), Gamuda’s 43.2% associated company, had on 2 April 2022, received a conditional letter of offer from ALR in respect of ALR's offer to acquire all the Securities of LITRAK, a wholly-owned subsidiary of LITRAK Holdings (“LITRAK Offer”); and

(d) Projek Smart Holdings Sdn Bhd (“SMART Holdings”), Gamuda’s 50.0% joint venture company, had on 2 April 2022, received a conditional letter of offer from ALR in respect of ALR's offer to acquire all the Securities of SMART, a wholly-owned subsidiary of SMART Holdings (“SMART Offer”).

Each of the Kesas Offer, SPRINT Offer, LITRAK Offer and SMART Offer has been given by ALR on a standalone basis and is mutually exclusive from each other.

(Kesas Offer, SPRINT Offer, LITRAK Offer and SMART Offer shall collectively be referred to as the “Offers” and each an “Offer”).

(Kesas, SPRINT, LITRAK and SMART shall collectively be referred to as the “Expressway Concession Companies” and each an “Expressway Concession Company”, and Kesas Holdings, SPRINT Holdings, LITRAK Holdings and SMART Holdings shall collectively be referred to as the “Concession Holding Companies” and each a “Concession Holding Company”).

On behalf of the Board of Gamuda, Hong Leong Investment Bank Berhad wishes to announce that all the Concession Holding Companies have each separately accepted the respective Offers and have delivered the written acceptances to ALR today.

Each Concession Holding Company expects to commence separate negotiations with ALR to finalise the terms and conditions of the respective definitive agreements for the Proposed Disposals and the execution of the definitive agreements by each Concession Holding Company with ALR shall be subjected to the following:

(a) the completion of due diligence exercise on each Expressway Concession Company, to the satisfaction of ALR;

(b) approval by the relevant regulatory authority (including the Government of Malaysia (“GoM”)) for each Offer to the satisfaction of ALR;

(c) execution by each Expressway Concession Company and the GoM of a supplemental concession agreement based on terms and conditions to be approved by ALR;

(d) approval of an income tax exemption and stamp duty exemption from GoM (or such relevant government authority) for ALR and each Expressway Concession Company upon completion of each Offer, to the satisfaction of ALR; and

(e) the requisite shareholders’ approval(s) of the respective shareholders of the Concession Holding Companies for the disposal of each Expressway Concession Company by the respective Concession Holding Companies in accordance with the terms of the agreed format of the definitive agreements.

The Board of Gamuda will make the appropriate detailed announcement(s) in relation to the Proposed Disposals (including on utilisation of the corresponding net proceeds of the Proposed Disposals) in due course after going through the relevant due process with its respective subsidiary company, associated companies and joint venture company.

This announcement is dated 18 April 2022.