On behalf of the Board of KHB, AmInvestment Bank Berhad wishes to announce that KHB has been informed by its Executive Director/Chief Executive Officer and the controlling shareholder, Datuk Lim Nyuk Sang
@ Freddy Lim (“
Datuk Freddy”) that he has on even date, entered into the following agreements with Hap Seng Plantations Holdings Berhad (“
HSPB”) to divest his direct and indirect shareholdings in KHB as follows:-
i) conditional share sale agreement between Datuk Freddy and HSPB for the sale of 779,336,900 KHB shares, representing approximately 33.5% equity interest in KHB, for a cash consideration of RM716,989,948 or RM0.92 per KHB share; and
ii) conditional share sale agreement between Santraprise Sdn Bhd (a company controlled by Datuk Freddy) and HSPB for the sale of 500,857,600 KHB shares, representing approximately 21.5% equity interest in KHB, for a cash consideration of RM460,788,992 or RM0.92 per KHB Share.
The above conditional share sale agreements, if become unconditional, will eventually result in HSPB emerging as a 55% shareholder in KHB and thereby incurring the obligation to extend a mandatory take-over offer for the remaining issued shares in KHB not already owned by HSPB and persons acting in concert with HSPB at RM0.92 per KHB share, in accordance with the Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016 (“Rules”) (“Offer”). Upon the above conditional share sale agreements becoming unconditional, HSPB will serve the notice of Offer on the Board of KHB in accordance with the Rules.
Please refer to the announcement made by HSPB on the even date and the attached press notice for further details.
For information, as at 21 February 2018, Datuk Freddy has direct and indirect interest of 1,134,743,080 shares and 500,857,600 shares in KHB respectively. Assuming the completion of the abovementioned share sale agreements, Datuk Freddy’s interest in KHB will reduce to 355,406,180 shares held directly by him, representing 15.3% equity interest in KHB.
The Board wishes to highlight that there is no certainty that the abovementioned share sale agreements will become unconditional or that there will be an Offer.
Shareholders are advised to exercise caution when dealing in the shares of the Company.
This announcement is dated 21 February 2018.