Bursa Announcements News

Gamuda wishes to announce that it has received a Letter of Offer dated 21 November 2013 from KDEB with indicative terms and conditions in respect of KDEB’s proposed purchase of 100% equity in SPLASH Holdings (the “SPLASH Equity”), the holding company of Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (“SPLASH”), at an estimated value of RM1,834.6 million (“Offer”). Gamuda has a 40% equity interest in SPLASH Holdings.   

The key indicative terms and conditions of the Offer are as follows:

1.  Offer Price

Details of the estimated value of RM1,834.6 million are as follows:

* The Total Value of SPLASH Equity may be revised following the due diligence inquiry to be undertaken.

2.  Valuation Principles

The value of the SPLASH Equity has been derived based on the following principles:

(i)             The value of SPLASH Equity including a return on SPLASH Equity of 12% per annum.

(ii)            Water assets to be acquired by PAAB concurrently with the acquisition of the equity by KDEB.

(iii)           SPLASH Equity includes all forms of investments and contributions by shareholders (e.g. ordinary or preference shares, advances and, where applicable, debt-equity instruments are also taken into account).

(iv)          Return on SPLASH Equity is calculated at 12% per annum up to 31 December 2012 (with no compounding) with deductions for any historical dividend payouts.

(v)           Liabilities to be assumed are all the outstanding water-related debts owed by SPLASH Holdings and SPLASH, which include:

(a)   Bonds acquired by Acqua SPV Berhad (“Acqua SPV”) or remaining in the capital markets;

(b)   Commercial loans, if applicable; and

(c)   Government loans, if applicable.

3.  Payment

(i)             Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in section 2 (iii) and (iv) above, on the understanding that the remaining value will be satisfied via the assumption by PAAB of liabilities at SPLASH Holdings and SPLASH.

(ii)            The payment ascribed to the equity contribution referred to in paragraph 1 above shall, subject to such adjustments as are provided for therein, be notified by KDEB to the holders of the SPLASH Equity and paid to holders of the SPLASH Equity on a pro rata basis in accordance with the respective proportions of their holdings in the SPLASH Equity after the conditions set out in paragraph 4 below have been fulfilled or (to the extent permitted by law) waived by KDEB.

4.  Conditions

The Offer is conditional upon the following:

(i)        Acceptance of the offer by KDEB for the acquisition of the equity interest in:

(a)       Syarikat Bekalan Air Selangor Sdn Bhd;

(b)       Puncak Niaga Sdn Bhd; and

(c)       Titisan Modal Sdn Bhd, the holding company for Konsortium  ABASS Sdn Bhd;

collectively hereinafter referred to as “the other Selangor Water Companies” by all those respective shareholders to whom such proposals are made by 5.00 p.m. (Malaysian time) on or before 4 December 2013.

(ii)            Completion of a due diligence inquiry to be undertaken on SPLASH Holdings and SPLASH commencing seven (7) days from date of acceptance of the Offer and the results of such due diligence inquiry being satisfactory to KDEB.

(iii)           All corporate approvals required by the shareholders of SPLASH Holdings including, if applicable, the approval of minority shareholders of the companies at a general meeting of shareholders to be convened.

(iv)          Approval and consent of the Federal Government and all related agencies e.g. Green Energy and Water (“KeTTha”), the Economic Planning Unit and/or the Public Private Partnership Unit (“UKAS”).

(v)           Approval and consent of the Selangor State Government and all related agencies e.g. Selangor Economic Planning Unit (“UPEN”).

(vi)          Approval of the National Water Services Commission (“SPAN”), the Securities Commission (“SC”), Bursa Malaysia, if applicable.

(vii)         Approval of Acqua SPV and other creditors of SPLASH Holdings and SPLASH, where applicable.

(viii)        The approval of any other authorities or parties, if required.

5.  Acceptance

The closing time and date for acceptance of the Offer is 5.00 p.m. (Malaysian time) on or before 4 December 2013 after which, it shall lapse automatically unless KDEB agrees in writing to extend the closing date or time.

The shareholders of SPLASH Holdings are deliberating on the Offer. We will make the appropriate announcement to Bursa Malaysia Securities Berhad in due course on the outcome of the deliberation. 

This announcement is dated 22 November 2013.