We refer to the announcements dated 4 February 2014, 10 February 2014, 25 February 2014, 7 March 2014, 13 March 2014 and 1 April 2014 in relation to the Offer.
We wish to announce that Bernas has today received the attached press notice from Maybank IB, on behalf of the Joint Offerors, informing that as announced on 13 March 2014, the Joint Offerors have received valid acceptances from the holders of Offer Shares (“Holders”) resulting in the Joint Offerors and the PAC holding not less than nine-tenths (9/10) in value of all Bernas Shares. As such, any Holder who has not accepted the Offer (“Non-Accepting Shareholders”) may exercise his or its rights under Section 223 of the Capital Markets and Services Act, 2007 (“CMSA”), by serving a notice on the Joint Offerors to require the Joint Offerors to acquire his or its Offer Shares on the terms of the Offer as set out in the offer document dated 25 February 2014 in relation to the Offer (“Offer Document”), or such other terms as may be agreed or as the High Court, on application by the Non-Accepting Shareholders or by the Joint Offerors, thinks fit.
On behalf of the Joint Offerors, Maybank IB announced that the Joint Offerors had, on 9 April 2014, despatched the notice in accordance with Subsection 223(2) of the CMSA to the Non-Accepting Shareholders, informing them that they may exercise their rights under Section 223 of the CMSA to require the Joint Offerors to acquire the Bernas Shares held by them (“Joint Offerors’ Notice”).
Pursuant to Subsection 223(1) of the CMSA, any Non-Accepting Shareholders may give notice to the Joint Offerors requiring the Joint Offerors to acquire the Bernas Shares held by them on or before 9 July 2014, which is three (3) months from the date of the Joint Offerors’ Notice.
On behalf of the Joint Offerors, Maybank IB also informed that the Joint Offerors will not invoke Section 222 of the CMSA to compulsorily acquire any outstanding Offer Shares for which valid acceptances have not been received under the Offer as the Joint Offerors had not received valid acceptances exceeding nine-tenths (9/10) in the nominal value of the Offer Shares under the Offer as at 1 April 2014, being the closing date of the Offer.
This Announcement is dated 9 April 2014.