ATIS

1.290

(%)

Circular/Notice to Shareholders

ATIS CORPORATION BERHAD

Subject

CIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A
(I) PROPOSED ACQUISITION OF 69,915,600 ORDINARY SHARES OF RM1.00 EACH IN MUTIARA GOODYEAR DEVELOPMENT BERHAD ("MUTIARA SHARES") REPRESENTING 30.28% EQUITY INTEREST IN MUTIARA GOODYEAR DEVELOPMENT BERHAD ("MUTIARA") BY ATlS IDR VENTURES SDN BHD (FORMERLY KNOWN AS ELKOM TRANSFORMER COMPONENTS MARKETING SDN BHD) ("AIV"), A WHOLLY-OWNED SUBSIDIARY OF ATIS, FROM THE COMPANY FOR A TOTAL CONSIDERATION OF RM67,818,132 TO BE SATISFIED BY THE ISSUANCE OF 27,500,000 NEW ORDINARY SHARES OF RM1.00 EACH IN AIV ("AIV SHARES") AND THE REMAINING THROUGH THE ISSUANCE OF 40,318,132 FIVE (5)YEAR 6.00% REDEEMABLE CONVERTIBLE PREFERENCE SHARES ("AIV RCPS") AT AN ISSUE PRICE OF RM1.00 PER AIV RCPS;

(II) PROPOSED SUBSCRIPTION OF 22,500,000 AIV SHARES BY IDEAL REGION SDN BHD FOR A TOTAL CONSIDERATION OF RM22,500,000 TO BE SATISFIED BY CASH OR MUTIARA SHARES OR COMBINATION OF CASH AND MUTIARA SHARES EQUIVALENT TO THE TOTAL VALUE OF RM22,500,000 ("PROPOSED SUBSCRIPTION");

(III) PROPOSED ACQUISITION OF 27,712,100 MUTIARA SHARES REPRESENTING 12.00% EQUITY INTEREST IN MUTIARA BY AIV FROM KEE CHENG TEIK AND REJOICE MATRIX SDN BHD FOR A TOTAL CASH ONSIDERATION OF RM26,880,737;

(IV) PROPOSED GENERAL MANDATE FROM THE SHAREHOLDERS OF ATIS TO ALLOW AIV TO ACQUIRE UP TO 20,000,000 MUTIARA SHARES REPRESENTING 8.66% EQUITY INTEREST IN MUTIARA; AND

(V) THE MANDATORY GENERAL OFFER BY MAYBANK INVESTMENT BANK BERHAD ON BEHALF OF ATIS AND AIV ("JOINT OFFERORS") TO ACQUIRE ALL THE MUTIARA SHARES NOT ALREADY OWNED BY THE JOINT OFFERORS AND ITS PARTIES ACTING IN CONCERT PURSUANT TO THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 1998.

PART B
INDEPENDENT ADVICE LETTER TO NON-INTERESTED SHAREHOLDERS OF ATIS FROM OSK INVESTMENT BANK BERHAD IN RELATION TO THE PROPOSED SUBSCRIPTION

Attachments

ATIS-Circular.pdf
2895 KB

Announcement Info

Company Name	ATIS CORPORATION BERHAD
Stock Name	ATIS
Date Announced	9 Sept 2010
Category	Document Receipt
Reference No	GR-100909-40057

View original announcement