Date : 07 February 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 announcement in relation to the MGO dated 24 August 2023, 6 December 2023, 3 January 2024, 10 January 2024, 12 January 2024, 15 January 2024 and 31 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 the Offeror has, on 7 February 2024, posted the compulsory acquisition notice under Section 222(1) of the CMSA (“Compulsory Acquisition Notice”) to all Dissenting Shareholders (whose names appear in the Record of Depositors of UMW as at 5.00 p.m. (Malaysian time) on 31 January 2024) in accordance with Section 222(1) of the CMSA, notifying them of the Offeror’s intention to compulsorily acquire all the remaining Offer Shares held by the Dissenting Shareholders.

Subject to the provisions of the CMSA, the Offeror shall be registered as the holder of the remaining Offer Shares not already owned by the Offeror:

1. after the expiration of 1 month from the date of the Compulsory Acquisition Notice; or

2. if applicable, after 14 days from the date of posting of the statement of the names and addresses of all other Dissenting Shareholders, as shown in the Register of Members and/or Record of Depositors, to the Dissenting Shareholder, upon his/her request,

whichever is later.

The compulsory acquisition exercise will be on the same terms and conditions as set out in the Offer Document or such other terms as the High Court thinks fit, on application made to it by the Dissenting Shareholders.

Please refer to the press notice by CIMB, on behalf of the Offeror, and the Compulsory Acquisition Notice as per attachments below, for further details.

This announcement is dated 7 February 2024.



Please refer attachment below.



Announcement Info

Company Name UMW HOLDINGS BERHAD
Stock Name UMW
Date Announced 07 Feb 2024
Category General Announcement for PLC
Reference Number GA1-07022024-00014


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