Boustead Holdings Berhad ("Boustead" Or The "Company") Acquisition of 36,000,001 Ordinary Shares Of RM1.00 Each ("Sale Shares") Representing Approximately 27.7% Equity Interest In Psc-naval Dockyard Sdn Bhd ("Psc-nd") ("Proposed Acquisition")
1. INTRODUCTION
We refer to our earlier announcement dated 12 December 2005 and 6 March 2006 in relation to the Proposed Acquisition.
Further to the above, we wish to announce that by a letter dated 29 March 2006 issued by Boustead and accepted by Affin Bank Berhad on the same date, the parties agreed to vary the terms of the term sheet dated 6 March 2006 in relation to the Proposed Acquisition ("Term Sheet"), the salient terms of which are as follows:-
(i) That the sale and purchase of the Sale Shares shall now be conditional upon Boustead obtaining the approval of shareholders in a general meeting ("Shareholders'Approval) and the exemption from the Securities Commission ("SC") from the requirement to make a mandatory offer under the provisions of the Malaysian Code on Take-Overs and Mergers, 1998 ("Exemption") on or before 30th June 2006 ("Cut-off Date"); and
(ii) The agreement for the sale and purchase of the Sale Shares ("Agreement") shall become unconditional on the date when the Shareholders'Approval and the Exemption are obtained on or before the Cut-off Date. If by the Cut-off Date, the Shareholders'Approval has been obtained but the Exemption has not been granted by the SC, the Parties shall agree to an extension of the Cut-off Date which shall be a date no later than 5th December 2006 ("Extended Cut-off Date"), a week preceding the 1st Instalment Payment Date and the Agreement shall become unconditional on the date the Exemption is obtained. If by the Extended Cut-off Date the Exemption has still not been granted by the SC, the requirement for the Exemption shall be deemed to have been waived by us and the Agreement shall become unconditional on the day immediately following the Extended Cut-off Date. In such event, we shall take all such steps and do all such things as may be necessary to comply with the requirements of the Take-Overs Code as provided in paragraph 7.1 of the Term Sheet.
Save for the variation of terms as disclosed, all the other terms of the Term Sheet shall remain unchanged.
