(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcement dated 8 February 2013 in relation to amongst others, the Proposed Transaction.)
1. INTRODUCTION
Reference is made to the announcements dated 8 February 2013, 13 February 2013, 19 March 2013 and 25 March 2013 in relation to, amongst others, the Proposed Transaction.
The Company wishes to announce that the Company has entered into a placement agreement with CIMB Investment Bank Berhad, Maybank Investment Bank Berhad and CIMB Securities (Singapore) Pte. Ltd. (collectively to be referred as the “Placement Agent(s)”) for the proposed placement of 587.0 million new SKPB Shares (“Placement Share(s)”) at an issue price of RM2.80 for each Placement Share (“Placement Price”) to investors (“Placement Agreement”).
In view of this development, the Company also wishes to announce that it will be implementing the Proposed Placement, in place of the Proposed Base Placement and Proposed Additional Placement which were announced earlier.
As the Company intends to utilise part of the proceeds from the Proposed Placement to satisfy the portion of the Initial STRL Price to be settled via the issuance of the REPS, the Purchaser will no longer issue REPS to the Seller at the STRL Closing.
2. SALIENT TERMS OF THE PLACEMENT AGREEMENT
The salient terms of the Placement Agreement are as follows:
(i) Procurement of placees by the Placement Agents
Upon or as soon as practicable after the execution of the Placement Agreement, each Placement Agent severally and not jointly, as agent for the Company, shall use best endeavours to procure placees for the Placement Shares at the Placement Price in accordance with the Placement Agreement.
(ii) Subscription for the Placement Shares by the Placement Agents
If the Placement Agents are unable to procure placees for the Placement Shares at the Placement Price in accordance with the Placement Agreement, the Placement Agents shall subscribe for the Placement Shares in accordance with the Placement Agreement.
(iii) Default by a Placement Agent
If one or more of the Placement Agent defaults in the performance of its obligations to procure placees for the Placement Shares under the Placement Agreement (the “Defaulting Placement Agent”) (such Placement Shares in respect of which the Defaulting Placement Agent has defaulted in the performance of its obligations being referred to as the “Defaulted Shares”), the non-defaulting Placement Agent shall have the right, but not the obligation, within 24 hours thereafter to make arrangements to procure placees for or to subscribe for, the Defaulted Shares. If, however, the non-defaulting Placement Agent shall not have completed such arrangements within such 24-hour period or the Defaulted Shares are not otherwise fully subscribed and paid for within such 24-hour period, then the Defaulting Placement Agent shall subscribe for the Defaulted Shares in accordance with its obligations under the Placement Agreement. The abovementioned shall not relieve the Defaulting Placement Agent from liability for its default and damages resulting from and occasioned by such default.
(iv) Listing
In the event the listing of the Placement Shares on the Main Market of Bursa Securities (“Listing”) does not occur by 29 April 2013 (or such other date as agreed between the Company and the Placement Agents), the Company and the Placement Agents will co-operate to procure the return to the placees or the Placement Agents, as the case may be, of their subscription monies (without interest thereon unless required by the law) for the Placement Shares in compliance with all applicable laws.
(v) Termination event
If:
(a) the Listing has not occurred by 9.00 a.m. on 29 April 2013 (or such later date as agreed between the Company and the Placement Agents); or
(b) if the relevant conditions in the Placement Agreement are not satisfied or waived by each of the Placement Agents by the specified time and date; or
(c) if the Placement Agreement is terminated on or before such time and date,
each a “Termination Event”, then, if at the time of the Termination Event the Placement Shares, have:
(aa) not been validly allotted and issued by the Company (or if allotted and/or issued, any such allotment and/or issuance is cancelled or rendered void by law), the Company undertakes to pay or procure the payment to the Placement Agents no later than two (2) business days after the date of the Termination Event, a sum equal to all monies paid by the Placement Agents for the purpose of or in connection with the issue, allotment and subscription of the Placement Shares; or
(bb) been validly allotted and issued by the Company, and a capital reduction is required for the gross proceeds raised from the Proposed Placement to be refunded to the Placement Agents or the placees, the Company undertakes to procure the capital reduction and a court order for the same, if required by law, as soon as possible after the date of the Termination Event, and pay or procure the payment to the Placement Agents within two (2) business days after the date of such capital reduction taking effect, a sum equal to all monies paid by the Placement Agents for the purpose of or in connection with the issue, allotment and subscription of the Placement Shares,
of which all interests payable under any applicable laws on the amount to be refunded by the Company shall be borne and paid by the Company.
(vi) Conditions of the Placement Agreement
The obligations of the Placement Agents to subscribe or procure placees for the Placement Shares are conditional upon, amongst others, the following:
(a) Approval by Bursa Securities
Approval by Bursa Securities for the Listing (and such approval not subsequently being revoked) and remaining in full force and effect prior to 26 April 2013 (or such other date as agreed between the Company and the Placement Agents) and continuing in place thereafter until the Placement Shares are listed on the Main Market of Bursa Securities.
(b) Approval of the shareholders of the Company
The approval of the shareholders of the Company having been obtained for the Proposed Transaction and Proposed Placement on or before 23 April 2013 (or such other date as agreed between the Company and the Placement Agents).
(c) Notice on status of conditions in the SPA
The delivery by the Company to the Placement Agents by no later than 10.00 a.m. on 24 April 2013 (or such other date as agreed between the Company and the Placement Agents) a confirmation, to the satisfaction of the Placement Agents, that all the STRL Conditions and PTNI Conditions as set out in the SPA have been satisfied or waived and if any condition that have not been fully satisfied or waived, they can and will be satisfied by 15 May 2013 and that as far as the Company is aware, after due and careful enquiry, nothing has come to the Company’s or the Purchaser’s attention that the Proposed Transaction will not be completed on or before 31 May 2013 for any reason whatsoever.
(d) Completion of the SPA
The SPA has not been terminated, no event has occurred or threatened to occur which prevents the completion of the Proposed Transaction.
http://www.bursamalaysia.com/market/listed-companies/company-announcements/1245609
This announcement is dated 3 April 2013.