YTL Industries Bhd. made an offer to acquire an additional 52.19% stake in YTL Cement Bhd from Yeoh Tiong Lay & Sons Holdings Sdn Bhd, Tan & Yeoh Properties Sdn. Bhd, YTL Power International Bhd and other shareholders.
March 08, 2012 at 11:00 pm EST
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YTL Industries Bhd. made an offer to acquire an additional 52.19% stake in YTL Cement Bhd (KLSE:YTLCMT) from Yeoh Tiong Lay & Sons Holdings Sdn Bhd, Tan & Yeoh Properties Sdn. Bhd, YTL Power International Bhd (KLSE:YTLPOWR) and other shareholders for MYR 1.3 billion on December 16, 2011. The offer per share is MYR 4.5 each. The exchange ratio for the common share is 3.17. YTL Industries Bhd will also acquire 3.5% of irredeemable convertible unsecured loan stock at MYR 2.21 each. The exchange ratio for irredeemable convertible unsecured loan stock is 1.56 of YTL Corp common shares. The offer is to be fully satisfied via the issuance of the consideration shares. Approval has been obtained from the shareholders of YTL Corp at the last annual general meeting authorizing the Board of YTL Corp to issue new YTL Corp Shares not exceeding 10% of the issued and paid-up share capital of YTL Corp. In addition, there is no assurance that YTL Industries Bhd can invoke Section 222 of the CMSA to compulsorily acquire any outstanding offer shares for which valid acceptances have not been received. In order to invoke Section 222 of the CMSA, YTL Industries Bhd must receive acceptances of at least nine-tenths of the YTL Cement Shares. The deal is subject to approval of shareholders of YTL corp., securities commission, Ministry of International Trade and Industry, Bursa Securities for the listing of and quotation for the consideration shares and minimum tender of 50% of the voting shares of YTL Cement. The offer was approved by the shareholders of YTL Corp. As on January 16, 2012, the transaction was approved by Bursa Malaysia Securities Berhad. The transaction will be completed by first half of calendar year 2012.
On January 20, 2012, YTL Industries Bhd. received valid acceptances in respect of additional 9.62% stake in YTL Cement not already owned by YTL Industries Bhd resulting in YTL Industries Bhd holding together with such YTL Cement Shares that are already acquired, held or entitled to be acquired or held, more than 50% of the total voting shares of YTL Cement. Accordingly, the offer has become unconditional as to the 50% acceptance condition on January 20, 2012. The Ministry of International Trade and Industry has on February 8, 2012, approved the offer. All the conditions of the offer have been fulfilled and the offer has become unconditional on February 8, 2012. The closing date of the offer has been extended to February 24, 2012.
On February 9, 2012, YTL Corporation Berhad received acceptances with regard to YTL Industries Bhd. and YTL Corporation Berhad collectively holding more than 75% of the issued share capital of YTL Cement Bhd (KLSE:YTLCMT). On February 21, 2012, YTL Corporation Berhad received acceptances with regard to YTL Industries Bhd. and YTL Corporation Berhad collectively holding more than 90% of the issued share capital of YTL Cement Bhd (KLSE:YTLCMT).
As of February 23, 2012, the closing date of the offer has been extended to March 9, 2012. Credit Suisse Securities (Malaysia) Sdn. Bhd., Anna Liew and kenneth Lee of CIMB Investment Bank Berhad acted as financial advisors for YTL Corp. OSK Investment Bank Bhd acted as financial advisor for YTL Cement Bhd. Moy Pui Yee and Chia Chee Hoong of Rahmat Lim & Partners acted as legal advisors for YTL Industries Bhd. and YTL Corporation Berhad.
YTL Industries Bhd. completed the acquisition of an additional 52.19% stake in YTL Cement Bhd (KLSE:YTLCMT) from Yeoh Tiong Lay & Sons Holdings Sdn Bhd, Tan & Yeoh Properties Sdn. Bhd, YTL Power International Bhd (KLSE:YTLPOWR) and other shareholders on March 9, 2012.
YTL Power International Berhad is engaged in investment holding and the provision of administrative and technical support services. The Company operates in four segments: power generation, water and sewerage, telecommunications business and investment holding activities. Its power generation segment is engaged in developing a solar power generation project of up to 500 MW. The segment also includes multi utilities business, which is involved in the generation and sale of electricity to both wholesale and retail markets as well as oil trading and oil tank leasing. Its water and sewerage operations are carried out by its subsidiary, Wessex Water Limited, in the United Kingdom. Its communications operations in Malaysia are carried out by its subsidiary, YTL Communications Sdn Bhd, which offers fourth generation services. Its subsidiaries include YTL Energy Holdings Sdn. Bhd., which is engaged in investment holding, and Water 2 Business Limited, which is a non-household water retailer.
YTL Industries Bhd. made an offer to acquire an additional 52.19% stake in YTL Cement Bhd from Yeoh Tiong Lay & Sons Holdings Sdn Bhd, Tan & Yeoh Properties Sdn. Bhd, YTL Power International Bhd and other shareholders.