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TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))

TA ENTERPRISE BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description
TA ENTERPRISE BERHAD ("TAE" OR THE "COMPANY")

(i)	PROPOSED ACQUISITION OF ADDITIONAL INTEREST IN TA GLOBAL BERHAD VIA A PROPOSED CONDITIONAL VOLUNTARY TAKE-OVER OFFER; AND

(ii)	PROPOSED SUBSCRIPTION

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

We refer to the notice of conditional voluntary take-over offer dated 12 February 2020 (“Notice”) as well as the announcements dated 12 February 2020 and 24 February 2020 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Notice and the Announcements shall apply herein.


As stated in Section 4.1 of the Notice and Section 2.1.1 of the announcement dated 12 February 2020, if TAE declares, makes or pays any Distribution on or after the date of the Notice but prior to the Closing Date and the Holders are not entitled to receive such Distribution, the Offeror will adjust the number of Consideration Shares to be received by Holders by reducing the Issue Price by such quantum of the net Distribution per TAE Share that the Holders are not entitled to receive.

 

On 28 February 2020, the Board of TAE declared an interim single tier dividend in respect of the financial year ended 31 December 2019 of 1.00 sen per TAE Share (“TAE Dividend”). The entitlement date and payment date of the TAE Dividend are 10 April 2020 and 8 May 2020, respectively.

 

In view that the entitlement date of the TAE Dividend is during the Offer period (i.e., the period from the date of the Notice to the Closing Date of the Offer), the Accepting Holders who elect for the Share Exchange Option will receive the Consideration Shares based on the exchange ratio of 0.4275 Consideration Share to be issued at the issue price of RM0.655 each (i.e., RM0.665 - RM0.01 = RM0.655) for every 1 Offer Share surrendered.

 

For the avoidance of doubt, there will be no adjustment to the Offer Price.

 

Further, the issue price of the Subscription Shares will be adjusted from RM0.665 to RM0.655 as it is pegged to the issue price for the Consideration Shares. Accordingly, based on 2,119,389,362 Offer Shares as at 11 February 2020, TAE may issue up to 558,944,738 Subscription Shares under the Proposed VGO assuming all the Accepting Holders (save for Datuk TTK, Datin TKF, TJK, TEL and TSL) elect for the Cash Option.

 

In addition, the cash offer price for the Potential MGO will be adjusted from RM0.665 to RM0.655 (i.e., RM0.665 - RM0.01 = RM0.655) for each TAE Share.

 

This announcement is dated 28 February 2020.






Announcement Info

Company Name TA ENTERPRISE BERHAD
Stock Name TA
Date Announced 28 Feb 2020
Category General Announcement for PLC
Reference Number GA1-28022020-00082