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Take-Overs & Mergers (Paragraph/Rule 9.19 (47A))

BackMay 15, 2024

 

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description MALAYSIA AIRPORTS HOLDINGS BERHAD ("MAHB" OR THE "COMPANY") - NOTIFICATION OF PRE-CONDITIONAL VOLUNTARY CONDITIONAL TAKE-OVER OFFER

The Board of Directors of the Company ("Board") wishes to announce that the Board had on 15 May 2024, been notified by AmInvestment Bank Berhad ("AmInvestment Bank"), on behalf of Gateway Development Alliance Sdn Bhd ("GDA"), Pantai Panorama Sdn Bhd ("PPSB"), Kwasa Aktif Sdn Bhd ("KASB") and GIP Aurea Pte Ltd ("GIP Aurea") (collectively, the "Joint Offerors"), of a pre-conditional voluntary conditional take-over offer announcement pertaining to the Joint Offerors' intention, subject to and contingent upon the satisfaction or waiver of the Pre-Conditions (the details of which are set out in Section 2 of the announcement attached) ("Pre-Conditions"), to acquire all the remaining 1,118,098,325 ordinary shares in MAHB ("MAHB Shares") not already held by the Joint Offerors ("Offer Share(s)"), representing 67.01% of the total issued MAHB Shares, for a cash offer price of RM11.00 per Offer Share ("Offer Price") in accordance with the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia ("SC") ("Rules") ("Offer") ("Pre-Conditional Offer Announcement").

The Board wishes to highlight that the Offer, including the notice and announcement of a firm intention of the Offer under Paragraph 9.10 of the Rules, will not be made unless and until all the Pre-Conditions have been satisfied (without conditions or on conditions reasonably satisfactory to the Joint Offerors) or waived by the Joint Offerors on or before 15 November 2024 being six (6) months from the date of the Pre-Conditional Offer Announcement (or such other date as the Joint Offerors may determine in consultation with the SC) ("Long-Stop Date").

Accordingly, all references to the Offer in the Pre-Conditional Offer Announcement refer to the possible Offer, which will only be made if and when all the Pre-Conditions are satisfied (without conditions or on conditions reasonably satisfactory to the Joint Offerors) or waived. The Pre-Conditional Offer Announcement does not amount to a firm intention to make the Offer by the Joint Offerors, and accordingly, there can be no certainty that the Offer will be made even if the Pre-Conditions are satisfied (without conditions or on conditions reasonably sastifactory to the Joint Offerors) or waived. 

The application to the SC to seek its consent for the Offer to be announced subject to the Pre-Conditions pursuant to Notes 4 and 5 to paragraph 6.02 of the Rules was approved by the SC on 9 May 2024.

If and when all the Pre-Conditions are satisfied (i.e. approvals/waivers granted by the relevant regulators without conditions or on conditions reasonably satisfactory to the Joint Offerors) or waived by the Joint Offerors, AmInvestment Bank, for and on behalf of the Joint Offerors, will serve a notice of firm intention to make the Offer to the Board in accordance with subparagraph 9.10(1) of the Rules to acquire the Offer Shares ("Formal Offer").

However, in the event that the Pre-Conditions are not satisfied or waived by the Joint Offerors on or before the Long-Stop Date, the Offer will lapse and consequently the Formal Offer will not be made. AmInvestment Bank will issue an announcement, for and on behalf of the Joint Offerors, confirming that fact as soon as reasonably practicable.

Shareholders should note that there is no certainty that the Pre-Conditions will be satisfied (without conditions or on conditions reasonably satisfactory to the Joint Offerors) or waived and/or that the Formal Offer will be made. Shareholders are advised to exercise caution when dealing in MAHB Shares.

A copy of the Pre-Conditional Offer Announcement is attached herewith.

 

This announcement is dated 15 May 2024.

 

Please refer attachment below.

 


Announcement Info

Company Name MALAYSIA AIRPORTS HOLDINGS BERHAD
Stock Name AIRPORT
Date Announced 15 May 2024
Category General Announcement for PLC
Reference Number GA1-15052024-00044

Attachments

  1. MAHB_-_Pre-Conditional_Offer_Announcement_(15_May_2024)_20240515.pdf (Size: 366,803 bytes)