Because of issuer new share at RM 1.55 and multiple proposal.
MRCB - MULTIPLE PROPOSALS
Announcement Type: General Announcement
|Company Name||MALAYSIAN RESOURCES CORPORATION BERHAD|
|Date Announced||8 Feb 2013|
|Description||MALAYSIAN RESOURCES CORPORATION BERHAD (“MRCB” OR “COMPANY”)|
(i) PROPOSED ACQUISITIONS;
(ii) PROPOSED FREE WARRANTS
(iii) PROPOSED EXEMPTION;
(iv) PROPOSED IASC; AND
(v) PROPOSED AMENDMENTS.
(TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)
On behalf of the Board of Directors of MRCB (“Board”), RHB Investment Bank Berhad (“RHB Investment Bank”) wishes to announce that MRCB had, on 8 February 2013, entered into the following agreements:-
(i) Conditional share sale agreement with Nusa Gapurna Development Sdn Bhd (“NGD”) for the acquisitions of the entire equity interest in Gapurna Builders Sdn Bhd (“Gapurna Builders”), Gapurna Land Sdn Bhd (“Gapurna Land”) and Puncak Wangi Sdn Bhd (“Puncak Wangi”) as well as 70% equity interest in P.J Sentral Development Sdn Bhd (“P.J Sentral”) (collectively, the “NGD Subsidiaries”) (“NGD SSA”) (“Proposed Acquisition of NGD Subsidiaries”);
(ii) Conditional share sale agreement with Mohd Imran bin Mohamad Salim (“Mohd Imran”), Datuk Mohamad Salim bin Fateh Din (“Datuk Mohamad Salim”) and Datin Yasmin binti Mohamed Ashraff (“Datin Yasmin”) for the acquisition of the entire equity interest in Gelanggang Harapan Construction Sdn Bhd (“GHC”) (collectively, the “GHC Vendors”) (“GHC SSA”) (“Proposed Acquisition of GHC”); and
(iii) Conditional share sale agreement with Hanif Ahmad bin Nisar Ahmad (“Hanif Ahmad”) and Mohd Imran for the acquisition of the entire equity interest in Gapurna Global Solutions Sdn Bhd (“GGS”) (collectively, the “GGS Vendors”) (“GGS SSA”) (“Proposed Acquisition of GGS”);
for a total indicative consideration of RM729,000,000 which will be satisfied via a combination of cash of RM111,000,000 and up to 398,709,678 new ordinary shares of RM1.00 each in MRCB (“MRCB Shares” or “Shares”) at an issue price of RM1.55 per MRCB Share, together with up to 113,917,052 free detachable warrants on the basis of two (2) free detachable warrants for every seven (7) MRCB Shares issued (“Purchase Consideration”), upon the terms and subject to the conditions as set out in the NGD SSA, GHC SSA and GGS SSA.
(The NGD SSA, GHC SSA and GGS SSA are collectively referred to as the “SSAs”).
Simultaneous with the execution of the SSAs, the Company had also entered into the following agreements:-
i. a right of first refusal and call option agreement with NGD whereby NGD has granted to MRCB:-
(a) the first right of refusal for a period of three (3) years following the date of completion of the NGD SSA (“Right of First Refusal Period”) to match any offer from a third party to purchase any Option Assets (as herein defined); and
(b) the right to require NGD to sell or procure the sale of the Option Assets to MRCB at the Option Price (as herein defined), exercisable at any time during a period of two (2) months commencing from the date of expiry of the Right of First Refusal Period,
ii. profit guarantee agreement with Gapurna Sdn Bhd (“GSB”) wherein GSB unconditionally and irrevocably and jointly and severally guarantee to MRCB that the actual aggregate audited net profit after tax (“PAT”) of GHC for the financial years ended (“FYE”) 2013 (the period commencing from 1 January 2013 to 31 December 2013), FYE 2014 (the period commencing from 1 January 2014 to 31 December 2014) and FYE 2015 (the period commencing from 1 January 2015 to 31 December 2015) shall be collectively not less than an aggregate audited net PAT amount of RM50,000,000 (“Profit Guarantee Agreement”).
(The Proposed Acquisition of NGD Subsidiaries, Proposed Acquisition of GHC and Proposed Acquisition of GGS are collectively referred to as the “Proposed Acquisitions”).
(NGD, the GHC Vendors and GGS Vendors are collectively referred to as the “Vendors”).
In addition to the above, the Company is also proposing to undertake the following proposals:-
(i) Free issuance of up to 473,549,518 warrants in MRCB (“Free Warrants”) to all existing entitled shareholders of the Company on the basis of one (1) Free Warrant for every three (3) MRCB Shares held at an entitlement date to be determined later (“Proposed Free Warrants”);
(ii) Proposed exemption to NGD, the Employees Provident Fund Board and Gapurna Sdn Bhd as well as persons acting in concert with them from the obligation to undertake a mandatory take-over offer for the remaining MRCB Shares not already owned by them upon completion of the Proposed Acquisitions (“Proposed Exemption”);
(iii) Increase in the authorised share capital of the Company (“Proposed IASC”); and
(iv) Amendments to the Memorandum and Articles of Association (“M&A”) of the Company (“Proposed Amendments”).
(The Proposed Acquisitions, Proposed Free Warrants, Proposed Exemption, Proposed IASC and Proposed Amendments are collectively referred to as the “Proposals”).
Further details of the Proposed Acquisitions are set out in the attachments below.
This announcement is dated 8 February 2013.