December 23, 2013

Company announcements: AIRPORT

AIRPORT - MULTIPLE PROPOSALS

Announcement Type: General Announcement
Company NameMALAYSIA AIRPORTS HOLDINGS BERHAD  
Stock Name AIRPORT  
Date Announced23 Dec 2013  
CategoryGeneral Announcement
Reference NoMM-131223-56522

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionMALAYSIA AIRPORTS HOLDINGS BERHAD (“MAHB” OR THE “COMPANY”)

I. PROPOSED ACQUISITION OF 40% EQUITY STAKE IN İSTANBUL SABIHA G K EN ULUSLARARASI HAVALIMANI YATIRIM YAPIM VE İŞLETME A.Ş. (“ISG”) FROM:

A. GMR INFRASTRUCTURE LIMITED (“GMRI”) COMPRISING 109,629,660 FULLY PAID SHARES IN ISG REPRESENTING AN AGGREGATE OF 27.55% OF THE SHARE CAPITAL AND VOTING RIGHTS;
B. GMR INFRASTRUCTURE OVERSEAS LIMITED (“GMRO”) COMPRISING 49,547,940 FULLY PAID SHARES IN ISG REPRESENTING AN AGGREGATE OF 12.45% OF THE SHARE CAPITAL AND VOTING RIGHTS,

II. PROPOSED ACQUISITION OF 40% EQUITY STAKE IN LGM HAVALIMANI İŞLETMELERI TICARET VE TURIZM A.Ş. (“LGM”) FROM:

A. GMRO COMPRISING 175,000 FULLY PAID SHARES IN LGM REPRESENTING AN AGGREGATE OF 35.00% OF THE SHARE CAPITAL AND VOTING RIGHTS;
B. GMR INFRASTRUCTURE (GLOBAL) LIMITED (“GMRIG”) COMPRISING 25,000 FULLY PAID SHARES IN LGM REPRESENTING AN AGGREGATE OF 5.00% OF THE SHARE CAPITAL AND VOTING RIGHTS,

FOR A TOTAL CASH CONSIDERATION OF EURO (“EUR”) 225,000,000 (AS ADJUSTED IN ACCORDANCE WITH THE SHARE PURCHASE AGREEMENT (THE “SPA”)) OR EQUIVALENT TO RINGGIT MALAYSIA (“RM”) 1,008,180,000 (AS ADJUSTED IN ACCORDANCE WITH THE SPA) BASED ON AN EXCHANGE RATE OF EUR1.00:RM4.4808 AS AT 20 DECEMBER 2013

THE PROPOSED ACQUISITION OF ISG AND PROPOSED ACQUISITION OF LGM SHALL COLLECTIVELY BE REFERRED TO AS THE “PROPOSED ACQUISITIONS”; AND

III. PROPOSED PRIVATE PLACEMENT OF UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF MAHB (“PROPOSED PRIVATE PLACEMENT”)

THE PROPOSED ACQUISITIONS AND PROPOSED PRIVATE PLACEMENT SHALL COLLECTIVELY BE REFERRED TO AS THE “PROPOSALS”

On behalf of the Board of Directors of MAHB, CIMB Investment Bank Berhad wishes to announce that the Company proposes to undertake the Proposals.

Please refer to the attachment for the details of the Proposals.

This announcement is dated 23 December 2013.



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