Announcement
February 13, 2007 |
Updated : 13/02/2007 |
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Proposed acquisition of all the assets and
liabilities of RBH for a total purchase consideration of RM1,564,641,207 to
be satisfied entirely by the issuance of redeemable unsecured loan stocks ("RULS")
of IJM Corporation Berhad ("IJM" or "the Company") having a total redemption
value equivalent to the purchase consideration ("Proposed Acquisition"); and
Proposed conditional take-over offer by IJM for all the ordinary shares of
RM1.00 each of RBH ("RBH Shares") at the offer price of RM3.00 per share to
be satisfied by the issuance of up to 273,293,885 new ordinary shares of
RM1.00 each of IJM ("IJM Shares") on the basis of one (1) new IJM Share at
the issue price of RM6.00 for every two (2) existing RBH Shares held
("Proposed Offer").
(Collectively referred to as "Proposals")
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Reference is made to the above and the Company’s announcements in
relation thereto, the latest which was on 2 February 2007.
Aseambankers Malaysia Berhad ("Aseambankers") on
behalf of IJM, is
pleased to announce that the Securities Commission (“SC”) has vide
its letter dated 9 February 2007 (which was received on 13 February
2007) approved the Proposals.
The Proposals have also been approved by the SC under the Guidelines
on Acquisition of Interests, Mergers and Take-Overs by Local and
Foreign Interests.
The approval of the SC for the Proposals is subject to, amongst
others, the following conditions:- |
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(i) |
Aseambankers/IJM is to inform the SC upon completion of the
proposed acquisition of the shares in RBH pursuant to the
Proposed Offer; |
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(ii) |
Aseambankers/IJM is to submit a list of acceptances by the
category of shareholders together with IJM and RBH's new
effective equity structures upon completion of the Proposed
Offer, taking into account the acceptances and the existing
Bumiputera equity before the proposed acquisition of the
shares in RBH pursuant to the Proposed Offer, upon which
further equity conditions may be imposed; |
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(iii) |
IJM is to
comply with the equity condition imposed earlier by SC vide
its letter dated 27 January 2005 (i.e. to increase its
Bumiputera equity by 2.49% of the enlarged issued and paid-up
share capital within 2 years from the date of the
implementation of the proposed rights issue of warrants and
proposed issuance of warrants) by 23 August 2007. In this
respect, IJM is to submit its action plan as to how it intends
to comply with the said equity condition at least 6 months
before the compliance deadline; |
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(iv) |
Aseambankers and IJM is to obtain prior approval from SC
should there be any changes to the terms and conditions of the
RULS; |
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(v) |
IJM shall
obtain all necessary approvals from all relevant parties in
relation to the proposed RULS and Aseambankers is to submit a
written confirmation on the same to the SC prior to the issue
date of the RULS; |
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(vi) |
Aseambankers/IJM to inform the SC upon completion of the
Proposals; and |
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(vii) |
Aseambankers/IJM to comply with the other relevant
requirements of the Policies and Guidelines on Issue/Offer of
Securities in relation to Proposals.
The SC had
also, vide its letter dated 9 February 2007 (which was
received on 13 February 2007), stated that it has no objection
to the proposed mandatory offer on the remaining shares in RB
Land Holdings Berhad ("RB Land") not already held by IJM,
representing 30.04% of the equity interest in RB Land subject
to the following conditions:- |
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(i) |
Aseambankers/IJM is to inform the SC immediately upon the
completion of the proposed acquisition of the remaining
voting shares in RB Land; |
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(ii) |
Aseambankers/IJM to disclose the list of acceptances for
each category of shareholders (Bumiputera, non-Bumiputera
and foreign) and the effective equity structure of RB Land
before and after the said proposed mandatory offer. Equity
conditions may be imposed on RB Land following the
examination of the said list of acceptances; and |
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(iii) |
IJM to
comply with the equity conditions imposed vide the SC's
letter dated 27 January 2005, which is to increase its
Bumiputera equity by 2.49% of the enlarged issued and
paid-up capital within 2 years from the date of
implementation of the proposed rights issue of warrants
and the proposed issuance of warrants, latest by 23 August
2007. In this respect, IJM is to submit its action plan to
comply with the said condition at least 6 months before
the compliance deadline. |
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