Date : 15 January 2024

TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))

UMW HOLDINGS BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description
UMW HOLDINGS BERHAD ("UMW" OR "COMPANY")

UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY SIME DARBY ENTERPRISE SDN BHD ("SDESB" OR "OFFEROR") TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN UMW NOT ALREADY HELD BY THE OFFEROR AND SIME DARBY BERHAD ("OFFER SHARES") FOR A CASH CONSIDERATION OF RM5.00 PER OFFER SHARE ("MGO")
(Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as those defined in the Company’s announcements in relation to the MGO dated 24 August 2023, 6 December 2023, 3 January 2024, 10 January 2024 and 12 January 2024 (collectively, “Announcements”), the offer document in relation to the MGO dated 27 December 2023 (“Offer Document”), the independent advice circular in relation to the MGO dated 8 January 2024 (“IAC”))

We refer to the Announcements, the Offer Document and the IAC.

In this respect, the Board of Directors of the Company wishes to announce that UMW has received a press notice from CIMB, on behalf of the Offeror, informing that based on the level of acceptance of the MGO as at 5.00 p.m. (Malaysian time) on 15 January 2024, the Offeror had received valid acceptances of not less than nine-tenths (9/10) in the nominal value of UMW Shares (excluding the UMW Shares already held by the Offeror, Ultimate Offeror and the persons acting in concert with them as at the date of the MGO).

As such, the Offeror will invoke the provisions of Section 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares from the Dissenting Shareholders. Accordingly, the Offeror will issue a compulsory acquisition notice under Section 222(1) of the CMSA, which will be sent to all Dissenting Shareholders.

In accordance with Paragraph 16.02(3) of the Listing Requirements, Bursa Securities will suspend the trading of UMW Shares on the Main Market of Bursa Securities upon the expiry of 5 market days from the closing date of the MGO. The suspension will result in the securities of UMW no longer being traded on Bursa Securities. Thereafter, the Offeror will procure UMW to take the requisite steps to withdraw its listing status from the Official List in accordance with Paragraph 16.07(a) of the Listing Requirements. If UMW is delisted from the Official List, UMW Shares will no longer be traded on the Main Market of Bursa Securities.

Notwithstanding the above, as announced by the Company on 12 January 2024, the MGO will remain open for acceptances until 5.00 p.m. (Malaysian time) on 31 January 2024.

Please refer to the attached press notice for further information.

This announcement is dated 15 January 2024.



Please refer attachment below.

Attachments

Press Notice.pdf
171.4 kB



Announcement Info

Company Name UMW HOLDINGS BERHAD
Stock Name UMW
Date Announced 15 Jan 2024
Category General Announcement for PLC
Reference Number GA1-15012024-00046


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