OSK - MULTIPLE PROPOSALS
| Company Name | OSK HOLDINGS BERHAD |
| Stock Name | OSK |
| Date Announced | 15 Oct 2014 |
| Category | General Announcement |
| Reference No | MI-141015-65995 |
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | OSK HOLDINGS BERHAD ("OSKH" OR THE "COMPANY") I. PROPOSED OSKP ACQUISITION; II. PROPOSED PJD ACQUISITION; III. PROPOSED OSKP OFFER; IV. PROPOSED PJD OFFER; V. PROPOSED DIVERSIFICATION; VI. PROPOSED EXEMPTION; VII. PROPOSED BONUS ISSUE OF WARRANTS; VIII. PROPOSED SPECIAL CASH DIVIDEND; IX. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND X. PROPOSED AMENDMENTS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS") |
On behalf of the Board of Directors of OSK Holdings Berhad ("OSKH" or the "Company" or "Purchaser") ("Board"), RHB Investment Bank Berhad wishes to announce that the Company had, on 15 October 2014, entered into the following agreements:- i. A conditional share sale agreement ("SSA") with Tan Sri Ong Leong Huat @ Wong Joo Hwa ("Tan Sri Ong"), Land Management Sdn Bhd ("LMSB") and the parties acting in concert with them ("PAC"), namely Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min, Ong Ju Xing and J.B. Properties Sdn Bhd (collectively known as "OSKP Vendors") to acquire a total of their 177,642,601 ordinary shares of RM1.00 each in OSKP ("OSKP Share(s)"), representing approximately 73.6% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares) for a total purchase consideration of RM355,285,202 or RM2.00 per OSKP Share to be satisfied entirely by the issuance of 177,642,601 new ordinary shares of RM1.00 each in OSKH ("OSKH Share(s)" or "Share(s)") ("Consideration Share(s)") at an issue price of RM2.00 per Consideration Share ("OSKP Agreement") ("Proposed OSKP Acquisition"); and ii. A conditional SSA with Dindings Consolidated Sdn Bhd, Puan Sri Khor Chai Moi and the PAC, namely Tan Sri Ong, Ong Yin Suen, Ong Yee Ching, Ong Ju Yan, Ong Yee Min, Ong Ju Xing, LMSB, Ladang Setia Sdn Bhd and Wong Chong Shee (collectively known as "PJD Vendors") to acquire a total of their 143,356,849 ordinary shares of RM1.00 each in PJD ("PJD Share(s)"), representing approximately 31.7% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares) for a total purchase consideration of RM229,370,958 or RM1.60 per PJD Share to be satisfied entirely by the issuance of 114,685,479 new Consideration Shares at an issue price of RM2.00 per Consideration Share ("PJD Agreement") ("Proposed PJD Acquisition"), (OSKP and PJD are collectively referred to as the "Acquiree Companies"). (OSKP Vendors and PJD Vendors are collectively referred to as the "Vendors"). (The OSKP Agreement and the PJD Agreement are collectively referred to as the "Acquisition Agreements"). The Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer would result in a significant change in the business direction or policy of OSKH pursuant to Chapter 7 of the Securities Commission Malaysia's Equity Guidelines. In addition, the Proposed OSKP Acquisition and the Proposed PJD Acquisition are deemed as related party transactions under Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad. In conjunction with the Proposed OSKP Acquisition and the Proposed PJD Acquisition, the Board has also resolved to undertake the following:- i. Proposed mandatory take-over offer by OSKH to acquire the remaining 63,559,672 OSKP Shares ("OSKP Offer Share(s)"), representing approximately 26.4% of the issued and paid-up share capital of OSKP (excluding 3,172,800 treasury shares) at an offer price of RM2.00 per OSKP Offer Share to be satisfied either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of one (1) OSKH Share for every one (1) OSKP Offer Share held and the remaining 105,471,442 OSKP Warrants C 2012/ 2017 ("OSKP Offer Warrant(s)") at an offer price of RM1.00 per OSKP Offer Warrant to be satisfied entirely by cash ("Proposed OSKP Offer"); ii. Proposed voluntary take-over offer by OSKH to acquire the remaining 308,351,543 PJD shares ("PJD Offer Share(s)"), representing approximately 68.3% of the issued and paid-up share capital of PJD (excluding 4,778,300 treasury shares) at an offer price of RM1.60 per PJD Offer Share to be satisfied either for a cash consideration or for a share exchange offer of OSKH Shares issued at an issue price of RM2.00 per OSKH Share based on an exchange ratio of four (4) OSKH Shares for every five (5) PJD Offer Shares held and the remaining 213,458,972 PJD Warrants C 2010/ 2020 ("PJD Offer Warrant(s)") at an offer price of RM0.60 per PJD Offer Warrant to be satisfied entirely by cash ("Proposed PJD Offer"); iii. Proposed diversification of the businesses of OSKH and its subsidiary companies to include property development and construction, manufacturing and trading of cables and building materials as well as hotel and leisure arising from the Proposed OSKP Acquisition and the Proposed PJD Acquisition ("Proposed Diversification"); iv. Proposed exemption to Tan Sri Ong and his PAC, under Practice Note 9 of the Malaysian Code on Take-Overs and Mergers, 2010, from the obligation to undertake a mandatory take-over offer for the remaining OSKH Shares not already held by them pursuant to the Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer and the Proposed PJD Offer ("Proposed Exemption"); v. Proposed bonus issue of up to 237,740,204 warrants in OSKH ("Warrant(s)") to the existing shareholders of OSKH on the basis of one (1) free Warrant for every four (4) existing OSKH Shares held on an entitlement date to be determined later ("Proposed Bonus Issue of Warrants"); vi. Proposed declaration and payment of a special cash dividend of RM0.15 for every one (1) existing OSKH Share held on an entitlement date to be determined later ("Proposed Special Cash Dividend"); vii. Proposed increase in the authorised share capital of OSKH from RM1,500,000,000 comprising 1,500,000,000 OSKH Shares to RM3,000,000,000 comprising 3,000,000,000 OSKH Shares ("Proposed Increase in Authorised Share Capital"); and viii. Proposed amendments to the Memorandum and Articles of Association of OSKH ("Proposed Amendments") (The Proposed OSKP Acquisition, the Proposed PJD Acquisition, the Proposed OSKP Offer, the Proposed PJD Offer, the Proposed Diversification, the Proposed Exemption, the Proposed Bonus Issue of Warrants, the Proposed Special Cash Dividend, the Proposed Increase in Authorised Share Capital and the Proposed Amendments are collectively referred to as the "Proposals"). Further details of the Proposals are set out in the attachment. This announcement is dated 15 October 2014. | |
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