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OGAWA
(%)
TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) VOLUNTARY UNCONDITIONAL TAKE-OVER OFFER BY AMINVESTMENT BANK BERHAD (“AMINVESTMENT BANK”) ON BEHALF OF COMFORT ENTERPRISE (HONG KONG) CO., LIMITED (“CEHK” OR “OFFEROR”), A WHOLLY-OWNED SUBSIDIARY OF XIAMEN COMFORT SCIENCE & TECHNOLOGY GROUP CO., LTD (FORMERLY KNOWN AS XIAMEN EASEPAL GROUP CORP), TO ACQUIRE: (I) ALL THE ORDINARY SHARES OF RM0.50 EACH IN OGAWA WORLD BERHAD (EXCLUDING TREASURY SHARES) ("OGAWA") ("OGAWA SHARES") NOT ALREADY HELD BY THE OFFEROR; AND (II) ALL THE NEW OGAWA SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED BY OGAWA PURSUANT TO ITS EXECUTIVES’ SHARE OPTION SCHEME, (COLLECTIVELY KNOWN AS “OFFER SHARES”) FOR A CASH CONSIDERATION OF RM1.05 PER OGAWA SHARE (“OFFER”)
OGAWA WORLD BERHAD
Type
Announcement
Subject
TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description
VOLUNTARY UNCONDITIONAL TAKE-OVER OFFER BY AMINVESTMENT BANK BERHAD (“AMINVESTMENT BANK”) ON BEHALF OF COMFORT ENTERPRISE (HONG KONG) CO., LIMITED (“CEHK” OR “OFFEROR”), A WHOLLY-OWNED SUBSIDIARY OF XIAMEN COMFORT SCIENCE & TECHNOLOGY GROUP CO., LTD (FORMERLY KNOWN AS XIAMEN EASEPAL GROUP CORP), TO ACQUIRE:
(I) ALL THE ORDINARY SHARES OF RM0.50 EACH IN OGAWA WORLD BERHAD (EXCLUDING TREASURY SHARES) ("OGAWA") ("OGAWA SHARES") NOT ALREADY HELD BY THE OFFEROR; AND
(II) ALL THE NEW OGAWA SHARES THAT MAY BE ISSUED PRIOR TO THE CLOSING OF THE OFFER ARISING FROM THE EXERCISE OF OUTSTANDING OPTIONS GRANTED BY OGAWA PURSUANT TO ITS EXECUTIVES’ SHARE OPTION SCHEME,
(COLLECTIVELY KNOWN AS “OFFER SHARES”)
FOR A CASH CONSIDERATION OF RM1.05 PER OGAWA SHARE (“OFFER”)
We refer to the announcements dated 9 September 2013, 10 September 2013, 13 September 2013, 30 September 2013, 10 October 2013, 17 October 2013 and 28 October 2013, as well as the notice served on the Board of Directors of Ogawa dated 9 September 2013, the Offer Document dated 30 September 2013, the notice of extension dated 17 October 2013, notice of unconditionality of the Offer dated 29 October 2013 and notice of closure of the Offer dated 11 November 2013. Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the said announcements on the above matter.
We wish to announce that Ogawa has on 27 November 2013 received the attached notice from AmInvestment Bank, on behalf of the Offeror, notifying that pursuant to Section 222 (1) of the Capital Markets and Services Act, 2007 (“CMSA”) (“Notice”), the Offeror desires to acquire all the ordinary shares of RM0.50 each in Ogawa. Subject to the terms of the CMSA, CEHK shall be registered as the holder of all the remaining Ogawa Shares not already owned by the Offeror:
a) after the expiration of one (1) month from the date of the Notice; or
b) if applicable, fourteen (14) days from the date the statement of the names and addresses of all other dissenting shareholders, as shown in the register of members, is posted to the dissenting shareholder, upon his/her request;
whichever is later.
This announcement is dated 27 November 2013.
Attachments
Notice to Dissenting Shareholders.pdf
442 KB
Announcement Info
Company Name
OGAWA WORLD BERHAD
Stock Name
OGAWA
Date Announced
27 Nov 2013
Category
General Announcement
Reference No
CC-131127-60803
View original announcement