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PETALING JAYA (Aug 13): Batu Kawan Bhd’s wholly owned subsidiary Whitmore Holdings Sdn Bhd has crossed the 50% threshold in MKH Bhd, while its collective interest with Batu Kawan and parties acting in concert (PACs) has risen to 51%.
MKH said in a Bursa Malaysia filing on Thursday (Aug 13) that Whitmore had completed the acquisition of a further 104.43 million MKH shares, representing an 18.1% stake, on Aug 10 for RM208.9 million, or RM2 per share.
Following the completion, Whitmore’s direct stake in MKH increased to 50.9%, while the collective equity interest of Whitmore, Batu Kawan and the PACs stood at 51%, excluding treasury shares.
The takeover offer is not conditional upon any minimum level of acceptances, as Whitmore, Batu Kawan and the PACs collectively hold more than 50% of MKH’s voting shares following the acquisition.
How Whitmore built its stake
Whitmore is offering RM2 cash for each remaining MKH share not already owned by Whitmore and Batu Kawan.
The unconditional mandatory takeover offer was triggered on Aug 6 after the conditional share sale agreement became unconditional.
Before the latest acquisition, Whitmore had built up a 32.8% direct stake in MKH. It acquired 170.44 million shares, representing a 29.6% stake, from Chen Choy & Sons Realty Sdn Bhd for RM340.9 million, or RM2 per share.
Whitmore subsequently acquired another 18.56 million shares, representing a 3.2% stake, in the open market between June 15 and July 17, lifting its direct stake to 32.8% before the latest completion.
Delisting depends on acceptances
The notice sets out a conditional delisting intention. If valid acceptances result in Whitmore, Batu Kawan and their associates holding 90% or more of MKH shares, they do not intend to maintain MKH’s listing and will procure the necessary steps to withdraw it from Bursa Malaysia’s Main Market.
If their aggregate holding exceeds 75% but does not exceed 90%, they intend to maintain MKH’s listing and work with the company to address any public-spread shortfall.
MKH said Kenanga Investment Bank Bhd has been appointed as independent adviser to advise the company’s non-interested directors and holders of the offer shares on the takeover offer.
The offer document and acceptance form will be despatched within 21 days from the Aug 6 notice, or within any extended period permitted by the Securities Commission Malaysia.
An independent advice circular containing, among other things, Kenanga’s recommendation on the offer will be despatched within 10 days from the date the offer document is sent, or on a later date approved by the commission.
MKH told shareholders that the Aug 13 notification itself does not constitute an offer and advised them to read the offer document and independent advice circular before taking any action.
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