Bursa Announcements News

We refer to the announcements dated 4 November 2013, 18 November 2013, 18 December 2013, 23 December 2013, 30 December 2013, 16 January 2014 and 10 February 2014 in relation to Gamuda’s offer to acquire the remaining equity interest in Kesas Holdings not held by Gamuda.

On behalf of Gamuda, CIMB Investment Bank Berhad (“CIMB”) is pleased to announce that the conditional share purchase agreement (“SPA”) with Amcorp Properties Berhad (“Amcorp Properties”) for the acquisition of up to 20% equity interest in Kesas Holdings held by Amcorp Properties has become unconditional today upon the fulfillment of condition precedents in the SPA and was completed following the payment of RM280 million purchase consideration to Amcorp Properties.

Accordingly, Gamuda is obligated to extend a mandatory take-over offer to PKNS and PNB for ordinary shares of RM1.00 each and redeemable preference shares of RM1.00 each in Kesas Holdings not owned by Gamuda under the requirements of the Malaysian Code of Take-Overs and Mergers, 2010 (“Code”) (“Offer”). A notice of the Offer has been served by CIMB, on behalf of Gamuda, to the Board of Directors of Kesas Holdings today (“Notice”). Please refer to the Notice attached herewith for further details. 

Gamuda intends to seek an exemption from undertaking the Offer under Paragraph 20.1 of Practice Note 9 of the Code from the Securities Commission (“SC”) (“Proposed Exemption”). In this regard, Gamuda has received an undertaking from Perbadanan Kemajuan Negeri Selangor not to accept the Offer and intends to procure an undertaking from Permodalan Nasional Berhad (“PNB”) not to accept the Offer (“PNB Undertaking”). If the PNB Undertaking is obtained and the Proposed Exemption is approved by the SC, the Offer shall terminate with effect from the date of grant of the Proposed Exemption.

This announcement is dated 31 March 2014.