
Boustead Holdings Berhad ("Boustead" Or The "Company") Proposed Acquisition Of 36,000,001 Ordinary Shares Of RM1.00 Each ("Sale Shares") In Boustead Naval Shipyard Sdn Bhd ("Bn Shipyard") (Formerly Known As Psc-Naval Dockyard Sdn Bhd) For A Cash Consideration Of RM150.2 Million Or RM4.17 Per Share ("Proposed Acquisition")
(Unless otherwise indicated, specified or defined in this Announcement, the definitions contained in the Companys announcement dated 12 December 2005, 6 March 2006, 29 March 2006 and 5 December 2006 shall apply throughout this Announcement)
Further to our last announcement dated 5 December 2006, Affin Investment Bank Berhad (formerly known as Affin Merchant Bank Berhad) ("Affin Investment") on behalf of the Board of Directors ("Board") wishes to announce that the Agreement in relation to the Proposed Acquisition has become unconditional on 29 December 2006 as the Exemption was not obtained by the cut-off date.
Pursuant to the Agreement, the first tranche of 12 million Sale Shares ("First Tranche") will be transferred to Boustead upon payment for the First Instalment and holding costs. The balance of 24 million Sale Shares will be transferred progressively to Boustead upon payment of the respective instalments and holding costs under the terms of the Agreement.
Boustead has acquired 40 million BN Shipyard shares, representing approximately 30.8% equity interest, which will increase its shareholding in BN Shipyard to 52 million shares, representing 40% equity interest, following the transfer of the First Tranche.
Lembaga Tabung Angkatan Tentera ("LTAT") and Perstim Industries Sdn Bhd ("Perstim") are persons acting in concert with Boustead pursuant to the Securities Commission Act, 1993 ("Persons Acting in Concert") and hold 13.5 million BN Shipyard shares and 27 million BN Shipyard shares respectively.
Accordingly, Affin Investment Bank Berhad had, on behalf of the Board, served the Notice of Take-over Offer ("Notice") to the Board of Directors of BN Shipyard on 29 December 2006 to acquire the remaining 7.2 million BN Shipyard Shares ("Offer Shares") representing the remaining 5.54% equity interest in BN Shipyard not already owned by Boustead and Persons Acting in Concert and excluding the BN Shipyard Shares that Boustead had contracted earlier to acquire, at a cash offer price of RM4.17 per share ("Offer").
Boustead had announced earlier on 13 October 2006 the entering of the share sale agreement with KUB Malaysia Bhd ("KUB") to acquire KUB's entire shareholding of 6.3 million BN Shipyard Shares, that form part of the Offer Shares.
To date, Boustead has received separate letters of undertaking from KUB, LTAT and Perstim that they will not accept the Offer should it be extended by Boustead to them.
A copy of the duly accepted Notice is enclosed for your information.