KUCHING: Tycoon Datuk Dr Mohd Abdul Karim Abdullah has offered to acquire the remaining about 44.17 million shares representing 51.37 percent of the total issued Sarawak Consolidated Industries Bhd (SCIB) shares not already held by him and persons acting in concert (PACs) with him at an offer price of RM1.10 apiece. Mohd Abdul Karim currently owns about 36.797 million shares or 42.84 percent in SCIB after acquiring an additional about 17.45 million shares or 20.31 percent equity interest in the company for RM19.19 million at the price of RM1.10 each on Wednesday (Aug 14), SCIB said in a filing with Bursa Malaysia.
The shares were bought by him via direct business transaction. Mohd Abdul Karim was appointed a non-independent and non-exeuctive director of SCIB on Aug 1. Also Serba Dinamik Holdings Bhd group managing director,he emerged as a new and substantial shareholder in SCIB recently when he acquired 19.35 million shares representing 22.53 percent equity interest in the company. As his direct equity interest in SCIB has now exceeded 33 percent of the total SCIB shares, Mohd Abdul Karim (offeror) is required under Section 218(2) of the Capital Markets and Services Act,2007 and Paragraph 4.01(a) of the Rules on Takeovers, Mergers and Compulsory Acquisitions to extend a conditional mandatory take-over to acquire the remaining about 44.116 million shares not already held by him and the PACs with him. The PACs who are acting in concert with the offeror are: (1) Rosland Othman,who owns about 2,36 million SCIB shares or 2.75 percent and (2) Azhan Azmi,who owns about 2.6 million SCIB shares or 3.04 percent.
The offeror and the PACs together own 48.63 percent equity interest in SCIB. The offer price represents the higher price paid by the offeror and the PACs for SCIB shares during the six-month period prior to the commencement of the offer period and including the acquisition. Th offer price represents a premium of 2.8 percent on the last transacted price of SCIB shares on Aug 14, being the last trading day before the offer was made. It represented a premium of 42.78 percent based on the transacted prices and the volume weighted average market price (VWAP) of SCIB shares at 77sen over a 12-month period.
“The offer is conditional upon the offeror having received valid acceptances (provided that such acceptances are not, where permitted, subsequently withdrawn) by the closing date which would result in the offeror and the PACs holding in aggregate, together with such SCIB shares and the PACs, more than 50 percent of voting shares or voting rights of the offeree (acceptance condition) “The acceptance condition shall be fulfilled on or before 5pm on the closing date, failing which the offer shall lapse and all prior acceptances shall be returned to the accepting holders and the offeror will thereafter cease to be bound by any such prior acceptance of the offer.”
The offeror and the PACs have not received any irrevocable undertaking from any holder of the offered shares to accept the offer nor have them entered into or being granted with any option to acquire the offer shares. There is no existing or proposed agreement,arrangement or understanding in relation to the offer shares between the offeror or their PACs and any holder of the offered shares. UOB Kay Hian Securities (M) Sdn Bhd, which is acting on behalf of Mohd Abdul Karim, said the offer would remain open for acceptance for a period of not less than 21 days from the posting date or such later date(s) it may announce. The offeror intends to maintain the listing status of SCIB on the Main Market of Bursa Securities. Trading of SCIB shares was halted at 2.30pm yesterday. A total of 491,000 shares of the company were traded between RM1.04 and RM1.08 in the morning session.