BOUSTEAD HOLDINGS BERHAD ("BOUSTEAD" OR "Company") Voluntary offer by Boustead to acquire the remaining 53,281,751 ordinary shares of RM1.00 each in Kuala Sidim Berhad ("Kuala Sidim") ("Offer Shares"), representing approximately 42.79% of the existing issued and paid-up share capital of Kuala Sidim not already owned by Boustead for a total cash consideration of approximately RM320 million or RM6.00 per share ("Voluntary Offer") - Notice of Originating Summonses ("OS") served to Boustead pursuant to the Voluntary Offer
| BOUSTEAD HOLDINGS BERHAD |
|
Type | Reply to query |
| Reply to Query Letter by KLSE reference ID | TH-030905-41036 |
| Subject | BOUSTEAD HOLDINGS BERHAD ("BOUSTEAD" OR "Company") Voluntary offer by Boustead to acquire the remaining 53,281,751 ordinary shares of RM1.00 each in Kuala Sidim Berhad ("Kuala Sidim") ("Offer Shares"), representing approximately 42.79% of the existing issued and paid-up share capital of Kuala Sidim not already owned by Boustead for a total cash consideration of approximately RM320 million or RM6.00 per share ("Voluntary Offer") - Notice of Originating Summonses ("OS") served to Boustead pursuant to the Voluntary Offer |
Contents :
We refer to our announcement dated 4 September 2003 and the query from the Kuala Lumpur Stock Exchange ("KLSE") dated 5 September 2003 in respect of the above.
Affin Merchant Bank Berhad ("Affin Merchant"), on behalf of Boustead, is pleased to append below the additional information in relation to the Notices of the OS(s) issued by the High Court of Malaya in Kuala Lumpur ("Court") made regarding sections 34 and 34B of the Securities Commission Act, 1993 (“SC Act”).
1. The Notices of the OS(s) were served on Boustead on 3 September 2003.
2. Details of the claims and remedies sought in each of the OS are as follows:
2.1 The claims sought under OS No. D24-230-Tahun 2003 by a shareholder representing 86,000 shares of approximately 0.07% of the issued and paid-up share capital of Kuala Sidim as it appears in the OS are as follows:
- a) a declaration that Boustead (“the Defendant”) shall not be entitled and shall not be bound to acquire the plaintiff’s ordinary shares in Kuala Sidim at RM6.00 per share on the grounds that the Defendant has not met the conditions precedent imposed under Section 34 of the SC Act;
b) further and/or in the alternative an order that the Defendant shall be bound to acquire the plaintiff’s ordinary share in Kuala Sidim at a fair price to be fixed by the Court;
c) pending the disposal of the OS, the Defendant be suspended/stayed from proceeding with the compulsory acquisition of the ordinary shares of the plaintiff’s or of other dissenting shareholders of Kuala Sidim at RM6.00 per share.
d) such other relief deemed fit; and
e) costs.
- a) a declaration that the Defendant shall not be entitled and shall not be bound to acquire the plaintiffs’ ordinary shares in Kuala Sidim under Section 34 of the SC Act;
b) alternatively, an order by the Court that the Defendant shall be bound to acquire the plaintiffs’ ordinary shares in Kuala Sidim at a fair and reasonable price as determined by the Court; and
c) any other order or relief which the Court deemed fit.
3. As at the date of this announcement, the date of the Court hearings for the above OS(s) have yet to be fixed.
4. Save for the legal fees and other incidental costs (to be determined later), the Notice of the OS(s) will not have any material financial and operational impact on the Boustead group of companies.
5. The Company does not expect to incur any losses arising from the Notices of the OS(s).
In addition, the Board of Directors, after consultation with its legal advisers, is of the opinion that the Notices of the OS(s) have no merits and has a good defence to the respective claims.
Query Letter Contents :
We refer to your announcement dated 4 September 2003 in respect of the
aforesaid matter.
In this connection, kindly furnish the Exchange with the following additional
information for public release:-
1. The date the OS were served on Boustead.
2. The details of claims and remedies sought in the OS.
3. The hearing date of the applications.
4. The financial and operational impact of the OS on the group.
5. The expected losses, if any
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully
LISA LAM
Sector Head
Issues & Listing
LL/WSW/GTH
Announcement Info
| Company Name | BOUSTEAD HOLDINGS BERHAD |
| Stock Name | BSTEAD |
| Date Announced | 8 Sept 2003 |
| Category | General Announcement |
| Reference No | MM-030908-38733 |