SCOMIEN

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OTHERS SCOMI ENGINEERING BHD ("SCOMI ENGINEERING" OR THE "COMPANY") PROPOSED MERGER OF SCOMI ENGINEERING WITH SCOMI GROUP BHD ("SCOMI") BY WAY OF A MEMBERS SCHEME OF ARRANGEMENT PURSUANT TO SECTION 366 OF THE COMPANIES ACT, 2016 ("ACT") ("PROPOSED MERGER")

SCOMI ENGINEERING BHD

Type Announcement
Subject OTHERS
Description
SCOMI ENGINEERING BHD ("SCOMI ENGINEERING" OR THE "COMPANY")

PROPOSED MERGER OF SCOMI ENGINEERING WITH SCOMI GROUP BHD ("SCOMI") BY WAY OF A MEMBERS SCHEME OF ARRANGEMENT PURSUANT TO SECTION 366 OF THE COMPANIES ACT, 2016 ("ACT") ("PROPOSED MERGER")

Unless otherwise defined, the definitions used in this announcement shall have the same meanings as previously defined in the Company’s announcement dated 10 October 2017 (“Announcement”).

 

We refer to the announcements dated 21 August 2017, 15 September 2017, 18 September 2017, 20 September 2017, 5 October 2017, 10 October 2017 and 16 October 2017.

 

We refer to Section 2.1 of the Announcement, which states amongst others the following:

 

(i) Scheme Shareholders holding less than 100 Scheme Shares per CDS account will be paid the entire offer price in cash; and

 

(ii) The entitlement of the Scheme Shareholders to the Consideration Shares or Consideration Warrants will be rounded down to the nearest board lot of one hundred new Consolidated Share or Consideration Warrant.

 

On behalf of the Board, MIDF Investment and Astramina wish to announce that the Company has today received a letter from Scomi dated 7 November 2017 (“Supplemental Letter”) on a variation by Scomi to the terms of the Proposed Merger.

Following the variation, the Scheme Shareholders holding less than 100 Scheme Shares per CDS account will be receiving Consideration Shares and Consideration Warrants in accordance with the share swap ratio of the Proposed Merger, instead of receiving the entire offer price in cash, and the entitlement of the Scheme Shareholders to the Consideration Shares or Consideration Warrants will also be rounded down to the nearest whole new Consideration Share and new Consideration Warrant.

Save for the above, all the other terms and conditions of the Proposed Merger as set out in the Proposal Letter submitted by Scomi on 21 August 2017 shall remain the same.

 

Accordingly, the Proposed Merger including the variation pursuant to the Supplemental Letter will be presented to the Scheme Shareholders for approval at the CCM.

 

This announcement is dated 7 November 2017.

 






Announcement Info

Company Name SCOMI ENGINEERING BHD
Stock Name SCOMIEN
Date Announced 07 Nov 2017
Category General Announcement for PLC
Reference Number GA1-07112017-00085