Sime Darby Bhd will compulsorily acquire any remaining offer shares from ‘dissenting shareholders’ of UMW Holdings Bhd under the Capital Markets and Services Act 2007 (CMSA), in its unconditional mandatory takeover offer (MGO) of the latter.
“The offeror will invoke the provisions of Section 222(1) of the CMSA to compulsorily acquire any remaining offer shares from holders (shareholders) and the dissenting shareholders (shareholder who failed or refused to transfer the shares).
“Accordingly, the offeror will issue a compulsory acquisition notice under Section 222(1) of the CMSA, which will be sent to all dissenting shareholders,” the group said in Bursa filing today (Jan 15).
The group said the offerer, which is its unit Sime Darby Enterprise Sdn Bhd (SDESB), is to acquire all the remaining stake in UMW (for UMW take over) that the offeror and the ultimate offeror (Sime Darby) did not own for a cash consideration for a cash price of RM5.00 per share.
Through its unit, Sime Darby has already accumulated 94.15% of UMW’s total issued shares as at 5pm last Friday (Jan 12).
The group said the provisions were invoked as the offeror had received valid acceptances of not less than nine-tenths in the nominal value of UMW shares as of 15 January 2024 at 5pm.
“The Board of Directors wishes to announce that UMW has received a press notice from CIMB Investment Bank Bhd (CIMB), on behalf of the offeror, informing that based on the level of acceptance of the MGO as at 5pm on 15 January 2024.
“The offeror had received valid acceptances of not less than nine-tenths 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.”
Sime Darby said 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.
“If UMW is delisted from the Official List, UMW Shares will no longer be traded on the Main Market of Bursa Securities,” it added.
The press notice notice today added: “Notwithstanding the above, as announced by the ultimate offeror on 12 January 2024, the offer will remain open for acceptances until 31 January 2024 at 5pm.”
Last Friday, Sime Darby extended the closing date for the acceptance of its RM5 per share offer by about two weeks later to Jan 31 from than the original deadline of Jan 17.
On Dec 13, Sime Darby completed an acquisition of a 61.2 per cent stake in UMW from its parent company Permodalan Nasional Bhd (PNB) at RM5 per share or RM3.57 billion, making Sime Darby the largest shareholder in the automotive group.
This is followed by a mandatory general offer to buy the remaining 38.82% stake at about RM2.27 billion.
Sime Darby Bhd has issued an unconditional mandatory takeover offer to acquire the remaining 38.82% stake it does not own in UMW Holdings Bhd for a cash price of RM5.00 per share.
The UMW takeover had received a majority support from Sime Darby’s shareholders, with 1,159 shareholders or 1.78 billion shares in favour of the deal, based on the outcome of its extraordinary general meeting on Nov 16.
Shareholders who participated in the voting represented 26% of Sime Darby’s total share capital of 6.82 billion shares, with PNB — which has a 47.25% interest, and 15.5%-shareholder EPF, abstained from voting.
The takeover, which is expected to see UMW delisted from Bursa Malaysia, will strengthen Sime Darby’s foothold in the industrial and motor group with presence in various markets in Asia-Pacific.
