Kuala Lumpur Kepong Berhad (KLSE:KLK) made an offer to acquire an additional 43.6% stake in IJM Plantations Berhad (KLSE:IJMPLNT) from Synergy Motion Sdn Bhd and other shareholders for MYR 1.2 billion on August 30, 2021. Under the terms the offer price is MYR 3.1 per share. If IJM Plantations Berhad declares, makes or pays any distribution on or after the date of the notice but prior to the closing date and the holders are entitled to retain such distribution, Kuala Lumpur Kepong Berhad will reduce the offer price by the amount equivalent to the net distribution per share which the holders are entitled to retain. For the avoidance of doubt, no adjustment shall be made to the offer price in the event the entitlement date for the distribution is after the closing date. Kuala Lumpur Kepong Berhad holds 2.14 million shares prior to the transaction amounting to 0.24% stake. Kuala Lumpur Kepong Berhad intends to continue the existing businesses of IJM Plantations Berhad and intends to retain the existing management team of IJM Plantations Berhad. Kuala Lumpur Kepong Berhad also has no immediate plans to dismiss or make redundant the existing employees of IJM Plantations Berhad group as a direct consequence of the Offer. Kuala Lumpur Kepong Berhad confirms that it has sufficient financial resources to satisfy full acceptance of the offer.

The Offer is not conditional upon any minimum level of acceptances of the Offer Shares as Kuala Lumpur Kepong Berhad holds more than 50% of the voting shares. The Offer will remain open for acceptances until the 21st day after the Posting Date, or such later date(s) as Kuala Lumpur Kepong Berhad may decide, unless it withdraws the Offer with the SC's prior written consent and in such event, every person will be released from any obligation incurred under the Offer. Kuala Lumpur Kepong Berhad intends to maintain the listing status of IJMP on the Main Market of Bursa Securities unless Kuala Lumpur Kepong Berhad receives valid acceptances under the offer or acquires Offer Shares resulting in it either individually or jointly with its associates holding in aggregate 90% or more of the shares. In the event Kuala Lumpur Kepong Berhad receives valid acceptances of not less than 9/10 in the nominal value of the shares (excluding shares already held by it and the PACs as at the date of the offer) on or before the closing date, Kuala Lumpur Kepong Berhad intends to invoke the provisions to compulsorily acquire any remaining offer shares from the dissenting shareholders, following which necessary steps will also be taken to de-list IJM Plantations Berhad from the Official List. As at October 8, 2021, the public shareholding spread of the Company stood at 12.39% and Offeror has stated that it intends to maintain the listing status of the Company on the Main Market of Bursa Securities unless the Offeror receives valid acceptances under the Offer or acquires Offer Shares resulting in the Offeror either individually or jointly with its associates holding in aggregate 90% or more of the IJMP Shares. As such, the shortfall in the public shareholding spread will be addressed, if required, upon the completion of the Offer. As of October 21, 2021, Offeror has received an acceptance with respect to 27.12% stake. As of November 3, 2021, Offeror has received valid acceptance and has acquired Offer Shares resulting in the Offeror holding 90.33% and hence it intends for delisting of IJM and squeeze out remaining stake.

The acceptances to the offer must be received by October 11, 2021. The transaction is approved by the Board of Kuala Lumpur. The closing of the offer will be no later than November 19, 2021. As of October 7, 2021, offer period extended to October 25, 2021. As of October 21, 2021, closing time and date for the acceptance of the Offer have been extended to November 18, 2021. Kenanga Investment Bank Berhad acted as financial advisor and fairness opinion provider to IJM Plantations Berhad. RHB Investment Bank Berhad acted as the financial advisor to Kuala Lumpur Kepong Berhad. Tricor Investor & Issuing House Services Berhad Sdn Bhd acted as the registrar to Kuala Lumpur Kepong Berhad. As on September 30, 2021, Kenanga IB's view is the offer is fair and reasonable and it recommends the holders to accept the offer. The Non-Interested Directors have concurred with the recommendation by Kenanga IB and recommend the holder to accept the offer.