Notice of Interest Sub. S-hldr (Section 137 of CA 2016)
| UMW HOLDINGS BERHAD |
Particulars of Substantial Securities Holder
| Name | SIME DARBY ENTERPRISE SDN BHD |
| Address |
LEVEL 9, MENARA SIME DARBY
OASIS CORPORATE PARK JALAN PJU1A/2, ARA DAMANSARA PETALING JAYA 47301 Selangor Malaysia. |
| Company No. | 202301022601 (1516524-U) |
| Nationality/Country of incorporation | Malaysia |
| Descriptions (Class) |
Ordinary Shares |
| Name of registered holder | SIME DARBY ENTERPRISE SDN BHD |
| Address of registered holder |
LEVEL 9, MENARA SIME DARBY, OASIS CORPORATE PARK, JALAN PJU 1A/2, ARA DAMANSARA, 47301 PETALING JAYA, SELANGOR, MALAYSIA |
Date interest acquired & no of securities acquired |
|
| Date interest acquired | 24 Aug 2023 |
| No of securities | 714,813,100 |
| Circumstances by reason of which Securities Holder has interest | By virtue of Section 8(6)(a) to be read together with Section 136 of the Companies Act 2016, Sime Darby Enterprise Sdn Bhd is deemed to have an interest in the shares of UMW Holdings Berhad, arising from the Conditional Share Purchase Agreement entered into between Sime Darby Enterprise Sdn Bhd, Permodalan Nasional Berhad and AmanahRaya Trustees Berhad on 24 August 2023. |
| Nature of interest | Deemed Interest |
 | |
Total no of securities after change | |
| Direct (units) | |
| Direct (%) | |
| Indirect/deemed interest (units) | 714,813,100 |
| Indirect/deemed interest (%) | 61.184 |
| Date of notice | 28 Aug 2023 |
| Date notice received by Listed Issuer | 28 Aug 2023 |
| Remarks : |
On 24 August 2023, Sime Darby Enterprise Sdn Bhd ("SDESB") (as the purchaser) and Sime Darby Holdings Berhad (as the warrantor), both wholly-owned subsidiaries of Sime Darby Berhad ("Sime Darby"), had entered into a conditional share purchase agreement with Permodalan Nasional Berhad and AmanahRaya Trustees Berhad to acquire approximately 61.18% equity interest in UMW for a total cash consideration of RM3,574,065,500 ("Proposed Acquisition")("SPA").
Upon completion of the Proposed Acquisition, SDESB's shareholdings in UMW will increase from nil to 61.18%. Accordingly, on the date the SPA becomes unconditional, pursuant to Section 218(2) of the Capital Markets and Services Act, 2007 and Paragraph 4.01(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions ("Rules"), SDESB will be obliged to extend a mandatory take-over offer to acquire all the remaining UMW Shares not already owned by SDESB, Sime Darby and persons acting in concert with them ("Offer Share(s)") ("MGO"), at a cash offer price of RM5.00 per Offer Share, which is the same price per UMW Share pursuant to the Proposed Acquisition.
As such, upon the SPA becoming unconditional, SDESB will serve the notice of MGO to the Board of Directors of UMW, in accordance with Paragraph 9.10(1) of the Rules.
This announcement is dated 28 August 2023. |
Announcement Info
| Company Name | UMW HOLDINGS BERHAD |
| Stock Name | UMW |
| Date Announced | 28 Aug 2023 |
| Category | Notice of Interest of Substantial Shareholder Pursuant to Section 137 of CA 2016 |
| Reference Number | CS1-28082023-00001 |