| TRADEWINDS PLANTATION BERHAD |
| Type | Announcement |
| Subject | TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) |
| Description | TRADEWINDS PLANTATION BERHAD (“TWP” OR “COMPANY”) RECEIPT OF NOTICE OF UNCONDITIONAL TAKE-OVER OFFER FROM PERSPECTIVE LANE (M) SDN BHD, KELANA VENTURES SDN BHD, SEAPORT TERMINAL (JOHORE) SDN BHD AND ACARA KREATIF SDN BHD (COLLECTIVELY REFERRED TO AS THE “JOINT OFFERORS”) THROUGH MAYBANK INVESTMENT BANK BERHAD (“MAYBANK IB”) |
The Company has on 28 February 2013 received a notice of the unconditional take-over offer from the Joint Offerors through Maybank IB to acquire:
(i) all the remaining ordinary shares of RM1.00 each in TWP (“TWP Shares”) not already owned by the Joint Offerors and Tradewinds (M) Berhad, being the person acting in concert with the Joint Offerors (“PAC”), and such number of new TWP Shares that may be issued and allotted prior to the closing date pursuant to the conversion of the outstanding irredeemable convertible unsecured loan stocks of TWP (“TWP ICULS”) (“Offer Shares”) for a cash offer price of RM5.00 per Offer Share (“Shares Offer”); and
(ii) all the outstanding TWP ICULS not already owned by the Joint Offerors and the PAC (“Offer ICULS”) for a cash offer price of RM3.13 per Offer ICULS (“ICULS Offer”).
The Shares Offer and ICULS Offer are to be collectively referred to as the “Offer”. The Offer Shares and Offer ICULS are to be collectively referred to as the “Offer Securities”.
The Board does not intend to seek an alternative person to make a take-over offer for the Offer Securities.
In accordance with the Malaysian Code on Take-Overs and Mergers, 2010, the Board will appoint an Independent Adviser to advise the Independent Directors and the holders of the Offer Securities on the reasonableness of the Offer. The announcement of the appointment of the Independent Adviser will be made in due course. The notice will be posted to the holders of the Offer Securities within seven (7) days of its receipt and a copy is enclosed herewith. This announcement is dated 28 February 2013. | |