OGAWA - TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Announcement Type: General Announcement
| Company Name | OGAWA WORLD BERHAD |
| Stock Name | OGAWA |
| Date Announced | 11 Nov 2013 |
| Category | General Announcement |
| Reference No | CC-131111-52892 |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | VOLUNTARY UNCONDITIONAL TAKE-OVER OFFER BY AMINVESTMENT BANK BERHAD (“AMINVESTMENT BANK”) ON BEHALF OF COMFORT ENTERPRISE (HONG KONG) CO., LIMITED (“CEHK” OR “OFFEROR”), A WHOLLY-OWNED SUBSIDIARY OF XIAMEN COMFORT SCIENCE & TECHNOLOGY GROUP CO., LTD (FORMERLY KNOWN AS XIAMEN EASEPAL GROUP CORP), TO ACQUIRE: (I) ALL THE ORDINARY SHARES OF RM0.50 EACH IN OGAWA WORLD BERHAD (EXCLUDING TREASURY SHARES) ("OGAWA") ("OGAWA SHARES") NOT ALREADY HELD BY THE OFFEROR; AND (II) ALL THE NEW OGAWA SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED BY OGAWA PURSUANT TO ITS EXECUTIVES’ SHARE OPTION SCHEME, (COLLECTIVELY KNOWN AS “OFFER SHARES”) FOR A CASH CONSIDERATION OF RM1.05 PER OGAWA SHARE (“OFFER”) |
We refer to the announcements dated 9 September 2013, 10 September 2013, 13 September 2013, 30 September 2013, 10 October 2013, 17 October 2013 and 28 October 2013, as well as the notice served on the Board of Directors of Ogawa dated 9 September 2013, the Offer Document dated 30 September 2013, the notice of extension dated 17 October 2013 and notice of unconditionality of the Offer dated 29 October 2013. Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the said announcements on the above matter. We wish to announce that Ogawa has on 11 November 2013 received the attached press notice from AmInvestment Bank, on behalf of the Offeror, notifying that the Offer has closed at 5.00 p.m. (Malaysian time) on Monday, 11 November 2013 (“Final Closing Date”). On the Final Closing Date, the Offeror holds 124,993,918 Ogawa Shares, representing approximately 97.85% of the issued and paid-up share capital of Ogawa (excluding 20,000 treasury shares). As announced on 28 October 2013, the Offeror has received valid acceptances of not less than nine-tenths (9/10) in nominal value of the Offer Shares and the Offeror will invoke the provisions of subsection 222(1) of the Capital Markets and Services Act, 2007 to compulsorily acquire any remaining Offer Shares for which acceptances have not been received under the Offer. This announcement is dated 11 November 2013. | |
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