Section Heading

Section Heading

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

BackJan 28, 2025
Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description MALAYSIA AIRPORTS HOLDINGS BERHAD ("MAHB" OR THE "COMPANY") - CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY 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") TO ACQUIRE, THROUGH GDA, ALL THE REMAINING ORDINARY SHARES IN MAHB NOT ALREADY HELD BY THE JOINT OFFERORS ("OFFER SHARES") FOR A CASH CONSIDERATION OF RM11.00 PER OFFER SHARE ("OFFER")

We refer to the offer document dated 6 December 2024 which contains the details of the Offer ("Offer Document") as well as the press notice dated 20 January 2025 in relation to the revision in the Acceptance Condition. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the Offer Document.

We wish to announce that the Company had on 28 January 2025, received a press release from AmInvestment Bank, on behalf of the Joint Offerors, informing that as at 5:00 p.m. (Malaysian time) on Tuesday, 28 January 2025, the Joint Offerors have received valid acceptances in respect of the Offer Shares resulting in the Joint Offerors and the Joint Ultimate Offerors holding, together with such Shares that are already acquired, held or entitled to be acquired or held, 1,576,309,909 MAHB Shares, representing 94.47% of the total issued shares of MAHB, which is above the revised Acceptance Condition of 85.00% of the total issued MAHB Shares. Accordingly, the Acceptance Condition of the Offer has been fulfilled and the Offer has become unconditional as to acceptances on 28 January 2025 ("Unconditional Date").

 

In addition, pursuant to subparagraph 12.01(3)(c) of the Rules, the Joint Offerors shall keep the Offer open for acceptances for at least 14 days from the Unconditional Date, which in any event, shall not be later than the 74th day from the Posting Date. As such, on behalf of the Joint Offerors, AmInvestment Bank wishes to inform that the closing time and date for the acceptance of the Offer have been extended from 5:00 p.m. (Malaysian time) on Tuesday, 4 February 2025 to 5:00 p.m. (Malaysian time) on Wednesday, 12 February 2025 ("Final Extended Closing Date").

 

As the Joint Offerors and the Joint Ultimate Offerors collectively hold more than 90% of MAHB Shares pursuant to the Offer and in view that the Joint Offerors and the Joint Ultimate Offerors do not intend to maintain the listing status of MAHB on the Main Market of Bursa Securities, Bursa Securities will suspend the trading of the securities of MAHB commencing from Thursday, 20 February 2025, being the expiry of five (5) Market Days from the Final Extended Closing Date (i.e. Wednesday, 12 February 2025). Thereafter, the Joint Offerors and the Joint Ultimate Offerors will procure MAHB to take all necessary steps and procedures to withdraw its listing status from the Official List in accordance with the Listing Requirements.

 

Further, as the Joint Offerors have received valid acceptances of not less than nine-tenths (9/10) in the nominal value of the Offer Shares (excluding MAHB Shares held by the Joint Offerors, Joint Ultimate Offerors and their PACs as at the date of the Offer), the Joint Offerors and the Joint Ultimate Offerors will invoke the provisions of Section 222 of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Holders, and necessary steps will also be taken to de-list the Offeree from the Official List. All such Offer Shares will, subject to subsection 224(1) of the CMSA, be acquired on the same terms as set out in the Offer Document.

 

Accordingly, the Joint Offerors will issue a notice in the form or manner specified by the SC under subsection 222(1) of the CMSA to the Dissenting Holders within two (2) months from today, 28 January 2025, informing them of the Joint Offerors and Joint Ultimate Offerors' intention to compulsorily acquire their MAHB Shares ("Compulsory Acquisition Notice"). Pursuant thereto, in accordance with subsection 223(4) of the CMSA, the rights of the Dissenting Holders under subsection 223(1) of the CMSA to require the Joint Offerors to acquire their Offer Shares will no longer apply once the Compulsory Acquisition Notice is issued under subsection 222(1) of the CMSA.

 

In accordance with Paragraph 13.01 of the Rules, the level of acceptances of the Offer as at 5:00 p.m. (Malaysian time) on Tuesday, 28 January 2025 is set out in the attached press release.

 

This announcement is dated 28 January 2025.

 

Please refer attachment below.


Announcement Info

Company Name MALAYSIA AIRPORTS HOLDINGS BERHAD
Stock Name AIRPORT
Date Announced 28 Jan 2025
Category General Announcement for PLC
Reference Number GA1-28012025-00083

Attachments

  1. Press_Release_-_Unconditional_Date_and_Compulsory_Acquisition_28_Jan_2025_20250128.pdf (Size: 918,744 bytes)