Company Name
:
GENTING MALAYSIA BERHAD
Stock Name
:
GENM  
Date Announced
:
11/04/2013


Type
:
Announcement
Subject
:
OTHERS

Description
:
GENTING MALAYSIA BERHAD ("GENM")
- PROPOSED RENEWAL OF THE AUTHORITY FOR GENM TO PURCHASE ITS OWN SHARES
- PROPOSED EXEMPTION UNDER PARAGRAPH 24.1, PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010

Announcement Details/Table Section :


At the last Annual General Meeting ("AGM") of GENM held on 13 June 2012, the shareholders of GENM had approved the following:

(i) renewal of the authority for GENM to purchase its own shares of an amount, which, when aggregated with the treasury shares, does not exceed 10% of its prevailing issued and paid-up share capital at any time("Renewed Share Buy-Back Authority"); and 

(ii) exemption under Paragraph 24.1, Practice Note 9 of the Malaysian Code on Take-Overs and Mergers 2010 ("2010 Code") to Genting Berhad ("GENT") and persons acting in concert with it ("PACs") from the obligation to undertake a mandatory take-over offer on the remaining voting shares in GENM not already owned by them, upon the purchase by GENM of its own shares pursuant to the Renewed Share Buy-Back Authority ("Exemption").

The Renewed Share Buy-Back Authority and Exemption will expire at the conclusion of GENM's next AGM.

The Board of Directors of GENM wishes to announce that GENM intends to seek the approval of its shareholders for the proposed renewal of the authority for GENM to purchase its own shares of an amount, which, when aggregated with existing treasury shares, does not exceed 10% of GENM's prevailing issued and paid-up share capital at any time ("Proposed Share Buy-Back Renewal") at the forthcoming AGM to be convened.

As GENT directly holds approximately 49.29% of the voting shares in GENM, and together with the PACs, collectively hold approximately 49.36% of the voting shares in GENM as at 18 March 2013, the purchase by GENM of its own shares (pursuant to the Proposed Share Buy-Back Renewal) may trigger an obligation by GENT and the PACs to undertake a mandatory take-over offer on the remaining voting shares in GENM under the 2010 Code. In this regard, GENT and the PACs intend to apply to the Securities Commission ("SC") for an exemption under Paragraph 24.1, Practice Note 9 of the 2010 Code ("Proposed Exemption"). Pursuant to the 2010 Code, the SC may consider granting the Proposed Exemption if the approval of the independent shareholders of GENM is obtained. Accordingly, GENM proposes to table the Proposed Exemption together with the Proposed Share Buy-Back Renewal at the AGM.

The Proposed Share Buy-Back Renewal and Proposed Exemption are inter-conditional.

A statement containing the details of the Proposed Share Buy-Back Renewal and Proposed Exemption will be despatched to the shareholders of GENM in due course.

This announcement is dated 11 April 2013.


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