We refer to the
announcements dated 10 November 2014, 11 November 2014, 28 November 2014, 5
December 2014, 8 December 2014 and 23 December 2014 in relation to the Rights
Issue (“Announcements”). All abbreviations used herein shall have the
same meanings as those used in the Announcements unless stated otherwise.
On behalf of the Board of
Directors (“Board”) of MAHB, CIMB
Investment Bank Berhad (“CIMB”) and
Maybank Investment Bank Berhad (“Maybank
IB”) are pleased to announce that the issue price of the Rights Shares has
been fixed at RM4.78 per Rights Share (“Issue
Price”), representing a discount of approximately 28.8% to the theoretical
ex-rights price (“TERP”) of MAHB
Shares of RM 6.71. Based on the Issue Price,
the Rights Issue is expected to raise gross proceeds of approximately RM1,316.0
million.
The Issue Price was determined
by the Board of MAHB together with CIMB and Maybank IB, being the Joint Managing
Underwriters for the Rights Issue on 27 January 2015 after taking into
consideration the following:
(i) the purchase consideration for the acquisitions
of the 40% equity stake in İstanbul
Sabiha G k en Uluslararası Havalimanı Yatırım Yapım ve İşletme A.Ş. and 40%
equity stake in LGM Havalimanı
İşletmeleri Ticaret ve Turizm A.Ş. of EUR279,232,213.30, which is equivalent to
RM1,182,855,578.76 based on Bank Negara Malaysia’s middle rate of EUR1.00: RM4.2361
as at 5.00 p.m. on 2 January 2015, being the completion date of the said acquisitions;
(ii) the prevailing market price of MAHB Shares;
(iii) the TERP of MAHB Shares of RM6.71 per
Share, based on the five (5)-day volume-weighted average market price of MAHB Shares
up to and including 26 January 2015, being the last trading day before the price-fixing
date of the Rights Shares on 27 January 2015, of RM7.0967; and
(iv) the prevailing market conditions.
The Board is of the opinion
that the discount of approximately 28.8% to the TERP is reasonably attractive
to the entitled shareholders of MAHB to subscribe for the Rights Shares. In
addition, the discount applied to the TERP to arrive at the Issue Price is also
in line with the market discount rates of between 13.2% and 59.4% for major
rights issue exercises implemented in Malaysia over the last five (5) years.
In addition, on behalf of the
Board of MAHB, CIMB and Maybank IB wish to announce that MAHB had, on 27
January 2015 entered into an underwriting agreement in relation to the Rights
Issue with CIMB, Maybank IB and JPMorgan Securities (Malaysia) Sdn Bhd
(collectively, the “Joint Underwriters”),
whereby the Joint Underwriters will severally but not jointly underwrite up to
an aggregate of 174,396,216 Rights Shares to be issued, representing
approximately 63.35% of the total issue size of the Rights Issue. Khazanah Nasional Berhad has provided its
irrevocable undertaking to subscribe for the remaining Rights Shares.
This announcement is dated 27
January 2015.
