Reference is made to the Company’s announcements dated 21 June 2019, 27 June 2019 (as amended) and 3 July 2019 in relation to the Offers. Unless otherwise defined, the terms used in this announcement shall have the same meaning as those defined in the aforesaid announcements.
On behalf of the Board of Directors of Gamuda, HLIB wishes to announce that the Board of Directors of Gamuda’s joint venture company, SMART Holdings, had today deliberated on the SMART Offer and unanimously found it fair and reasonable and as such, has resolved to accept the SMART Offer.
With respect to the inter-conditionality of the Offers, all the Concession Holding Companies have accepted the Offers and following therefrom the Offers as a whole will be subjected to shareholders approval of Gamuda requiring a simple majority vote, whereas the LITRAK Offer and SPRINT Offer collectively will be subjected to shareholders approval of LITRAK Holdings requiring a 75% majority vote (as the LITRAK Offer and SPRINT Offer will result in a major disposal by LITRAK Holdings). Accordingly, Dato’ Haji Azmi Bin Mat Nor who has abstained from deliberation and voting at both the board meetings of LITRAK Holdings and SPRINT Holdings, will also abstain from voting in respect of his direct and/or indirect shareholdings in LITRAK Holdings, if any.
The Concession Holding Companies expect to commence negotiations with MOF Inc to finalise the terms and conditions of the definitive agreements and to execute the definitive agreements with the SPV by 30 August 2019, subject to the following:
(i) the satisfactory due diligence findings by MOF Inc; and
(ii) the approval of the Cabinet of Malaysia.
The Board of Directors of Gamuda will make the appropriate announcements to Bursa Malaysia Securities Berhad as and when there are material developments in relation to the Offers.
This announcement is dated 5 July 2019.