Gagasan Nadi Cergas Berhad (KLSE:NADIBHD) entered into a conditional share sale agreement (SSA) to acquire Konsortium PAE Sepakat Sdn Bhd from P.A.E Builders Sdn Bhd and Seri Delima Anggun Sdn. Bhd for approximately MYR 160 million on October 29, 2019. Gagasan Nadi Cergas Berhad will acquire 4.5 million shares representing 100% stake of Konsortium PAE Sepakat Sdn Bhd. Gagasan Nadi Cergas Berhad will acquire 2.5 million and 2 million shares from Seri Delima Anggun Sdn. and P.A.E Builders Sdn Bhd respectively. Pursuant to the agreement, Gagasan Nadi Cergas Berhad shall pay MYR 6 million on the date of agreement and remaining MYR 152 million shall be payable within 30 days from the date on which the agreement becomes unconditional. The consideration shall be financed partially from the internally generated funds of MYR 6 million, funds raised through issuance of Islamic medium term notes of MYR 200 million and convertible stock of MYR 60 million. Upon completion, Konsortium PAE Sepakat Sdn Bhd will become wholly owned subsidiary of Gagasan Nadi Cergas Berhad. The transaction is conditional upon approvals from Securities Commission Malaysia, Unit Kerjasama Awam dan Swasta, no material adverse change in Konsortium PAE Sepakat Sdn Bhd and approvals from the shareholders of Gagasan Nadi Cergas Berhad, P.A.E Builders Sdn Bhd and Seri Delima Anggun Sdn. Bhd. The conditions also include approval from the Board of Directors and shareholders of Gagasan Nadi Cergas Berhad, if required, for the issuance of term notes to the vendors, establishment and issuance of Islamic medium term notes and convertible sukuk. The other conditions include transaction does not cause any significant change in business direction of Gagasan Nadi Cergas Berhad and necessary government and third-party approvals. Transaction will be terminated if any of the event occurred as agreed between the parties. Islamic Capital Market Development of the SC has, vide its letter dated November 22, 2019, informed that it has no objection to the proposed IMTN Programme. Transaction is expected to complete during first quarter of 2020. As of January 30, 2020, the parties mutually agree to extend the conditional period for a period of three months commencing from January 29, 2020 until April 28, 2020. On April 28, 2020, parties agreed to extend conditional period to further period of 4 months from April 29, 2020 to August 28, 2020. Kenanga IB announce that an application to seek Bursa Securities’ approval for a second extension of time of up to October 30, 2020 for Gagasan Nadi Cergas Berhad to issue circular has been submitted to Bursa securities on July 14, 2020. As of July 23, 2020, Kenanga IB resolved to grant Gagasan Nadi Cergas Berhad an extension of time from July 31, 2020 until October 30, 2020 to issue the circular to the shareholders in relation to the proposals. On August 28, 2020, the conditional period is agreed to be extended from August 29, 2020 until September 30, 2020. On behalf of the Board, Kenanga IB wishes to announce that they along P.A.E Builders Sdn Bhd and Seri Delima Anggun Sdn. Bhd have entered into a 4th supplemental letter dated September 30, 2020 in respect of the SSA dated October 29, 2019 to mutually agree to extend the conditional Period as outlined in the SSA for a further period commencing from October 1, 2020 until October 31, 2020. On behalf of the Board, Kenanga IB wishes to announce that an application to seek Bursa Securities’ approval for further extension of time of up to January 29, 2021 for Gagasan Nadi Cergas Berhad to issue the circular in relation to the transaction has been submitted to Bursa Securities on October 14, 2020. On October 27, 2020, Bursa Securities has granted the extension of time from October 31, 2020 to January 29, 2021 for Gagasan Nadi Cergas Berhad to issue the circular in relation to the transaction. On January 12, 2021, Kenanga IB wishes to announce that an application to seek Bursa Securities’ approval for further extension of up to June 30, 2021 for Gagasan Nadi Cergas Berhad to issue the circular in relation to the Proposals. On October 30, 2020, Kenanga IB wishes entered into a further supplemental letter dated October 30, 2020 in respect of the SSA to mutually agree to extend the conditional period as outlined in the SSA for a further period commencing from November 1, 2020 until November 30, 2020. On November 30, 2020, Kenanga IB entered into a further supplemental letter dated November 30, 2020 in respect of the SSA to mutually agree to extend the conditional period as outlined in the SSA for a further period commencing from December 1, 2020 until December 31, 2020. On December 30, 2020, Kenanga IB entered into a further supplemental letter dated December 30, 2020 in respect of the SSA to mutually agree to extend the conditional period as outlined in the SSA for a further period commencing from January 1, 2021 until January 31, 2021. On January 29, 2021, Kenanga IB entered into a further supplemental letter dated January 29, 2021 in respect of the SSA to mutually agree to extend the conditional period as outlined in the SSA for a further period commencing from February 1, 2021 until February 28, 2021. The transaction is expected to contribute positively to the earnings and earnings per share of Gagasan Nadi Cergas Berhad. The transaction will not have any immediate impact on net assets, net assets per share and gearing of Gagasan Nadi Cergas Berhad. Kenanga Investment Bank Berhad acted as financial advisor to Gagasan Nadi Cergas Berhad.