Bursa Announcements News

On behalf of the Board of Directors of Gamuda, Hong Leong Investment Bank Berhad (“HLIB”)  wishes to announce that the Board of Directors of Gamuda wishes to announce that the Company’s 40% associated company, Syarikat Pengeluar Air Selangor Holdings Berhad (“SPLASH Holdings”) had on 3 August 2018, received a Letter of Offer dated on the even date from Pengurusan Air Selangor Sdn Bhd (“Air Selangor”) in respect of Air Selangor’s proposed purchase of 100% equity in Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (“SPLASH”) (“Offer”). SPLASH is a wholly-owned subsidiary of SPLASH Holdings.

SPLASH Holdings is to revert with acceptance of the Offer by 5.00 pm (Malaysian time) on or before 10 August 2018 or such other extended or revised closing date(s) as may be decided by Air Selangor.

Air Selangor has been identified by the State Government of Selangor as the entity to take over the water supply and distribution services in the State of Selangor and the Federal Territories of Kuala Lumpur and Putrajaya, on a date to be determined (“Operational Date”).

The salient terms and conditions of the Offer are as follows:

(i)    The acquisition of SPLASH by Air Selangor of:

• 50,000,000 ordinary shares in SPLASH (“SPLASH Shares”), being 100% of the issued and paid up ordinary share capital of SPLASH; and
• 350,000,000 Redeemable Unsecured Loan Stocks issued by SPLASH to SPLASH Holdings (“SPLASH RULS”), being 100% of SPLASH RULS,

       for a combined total purchase consideration of RM2.55 billion.

       The SPLASH Shares and SPLASH RULS are collectively referred to as the “SPLASH Securities”.

(ii)   The sale and purchase of the SPLASH will be transacted through a share purchase agreement between Air Selangor and SPLASH Holdings (“SPA”), and the SPA shall be entered  into no later than 14 September 2018.

(iii)   SPLASH Holdings agrees to allow Air Selangor and/or its advisors to carry out a due diligence inquiry on SPLASH, in which the due diligence shall commence within fourteen (14) days from the date of acceptance of the Offer.

(iv)   The SPA shall include the following salient terms:

        (a)  the purchase consideration for the SPLASH Securities shall be a sum of RM2.55 billion which shall be paid in the following manner:

• an upfront payment of RM1.9 billion (“Upfront Payment”) on the completion date which shall occur no later than fourteen (14) calendar days from the fulfilment of all conditions precedent as prescribed under the SPA (“Completion Date”); and
• the balance purchase price of RM650 million (“Remaining Payment”) to be settled in 9 annual instalments, of which the first annual instalment shall commence on the first anniversary of the Completion Date and on each anniversary thereafter.

        (b)   In addition to the Remaining Payment, interest shall accrue on the outstanding amounts of the Remaining Payment at the rate of 5.25% per annum from the date falling  immediately after the Completion Date until the date the Remaining Payment has been paid in full (“Interest Charges”).

        (c)   The completion of the SPA is subject to the completion of a due diligence inquiry of SPLASH, regulatory approvals from the Selangor state and relevant authorities and other conditions customary of such transaction.

The Board of Directors of Gamuda will make the appropriate announcement in due course after going through due process internally and with SPLASH Holdings.

This announcement is dated 3 August 2018.

Announcement Info