OTHERS OLDTOWN BERHAD ("COMPANY") - RECEIPT OF NOTICE OF PRE-CONDITIONAL VOLUNTARY CONDITIONAL GENERAL OFFER

OLDTOWN BERHAD

Type Announcement
Subject OTHERS
Description
OLDTOWN BERHAD ("COMPANY") - RECEIPT OF NOTICE OF PRE-CONDITIONAL VOLUNTARY CONDITIONAL GENERAL OFFER

The Board of Directors of the Company (“Board”) wishes to announce that the Board has on 11 December 2017, received a notice in relation to an announcement of a pre-conditional voluntary conditional general offer (“Offeror Announcement”) from CIMB Investment Bank Berhad (“CIMB”), on behalf of Jacobs Douwe Egberts Holdings Asia NL. B.V. (“Offeror”), an indirect wholly-owned subsidiary of Jacobs Douwe Egberts B.V., informing the Board of the intention of the Offeror that upon satisfaction of all the pre-conditions stipulated in Section 2 of the Offeror Announcement (“Pre-Conditions”), to acquire all the issued and paid-up share capital in the Company, not already held by the Offeror (“Offer Shares”), in accordance with the Rules on Take-Overs, Mergers and Compulsory Acquisitions 2016 (“Rules”) (“Offer”).

The Offer is conditional upon fulfilment of the Pre-Conditions. Please refer to Section 2 of the Offeror Announcement for further details.

The Board wishes to highlight that the Offer will not be made unless and until all the Pre-Conditions have been satisfied by the Offeror on or before 11 August 2018 (or such other date as the Offeror and the Company may determine in consultation with the Securities Commission Malaysia (“SC”) (the “Long-Stop Date”)).

Accordingly, all references to the Offer in this Announcement refers to the possible Offer which will only be made by the Offeror if and when all the Pre-Conditions are satisfied. The Offeror Announcement does not amount to a firm intention to make the Offer by the Offeror, and accordingly, there is no certainty that the Offer will be made even if the Pre-Conditions are satisfied.

The application for a waiver in relation to Subparagraph 9.09(1) of the Rules was submitted to the SC for the Pre-Conditions, the approval of which was received from the SC on 11 December 2017.

Shareholders of the Company should exercise caution and seek appropriate independent advice when dealing in the shares of the Company.

The Company has sought and engaged Evercore Asia (Singapore) Pte. Ltd. as Exclusive and International Financial Adviser to advise the Company on the sale of its shares to the Offeror.

Upon satisfaction of the Pre-Conditions, CIMB, for and on behalf of the Offeror, will serve a notice of the firm intention to make the Offer to the Board in accordance with Subparagraph 9.10(1) of the Rules to acquire the Offer Shares. At that point in time, the Board will appoint an independent adviser to advise the Board and holders of the Offer Shares and provide their comments, opinions, information and recommendation on the Offer. 

However, in the event that the Pre-Conditions are not satisfied by the Offeror on or before the Long-Stop Date, the Offer will not be made by the Offeror and the Company will issue an announcement, upon receipt of notice from CIMB, on behalf of the Offeror, confirming the fact as soon as reasonably practicable.

Shareholders should note that there is no certainty that the Pre-Conditions will be satisfied and that the Offer will be made by the Offeror. Shareholders are advised to exercise caution when dealing in the shares of the Company.

A copy of the Offeror Announcement made by the Offeror is attached herewith.

This announcement is dated 11 December 2017.




Please refer attachment below.



Announcement Info

Company Name OLDTOWN BERHAD
Stock Name OLDTOWN
Date Announced 11 Dec 2017
Category General Announcement for PLC
Reference Number GA1-11122017-00074