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

CARING PHARMACY GROUP BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
Description
CARING PHARMACY GROUP BERHAD
- UNCONDITIONAL MANDATORY TAKE-OVER OFFER BY CONVENIENCE SHOPPING (SABAH) SDN BHD ("CSSSB" OR THE "OFFEROR"), A WHOLLY-OWNED SUBSIDIARY OF 7-ELEVEN MALAYSIA HOLDINGS BERHAD ("ULTIMATE OFFEROR"), THROUGH RHB INVESTMENT BANK BERHAD TO ACQUIRE ALL THE REMAINING ORDINARY SHARES IN CARING PHARMACY GROUP BERHAD ("CARING" OR "THE COMPANY") ("CARING SHARES") NOT ALREADY HELD BY THE OFFEROR FOR A CASH OFFER PRICE OF RM2.60 PER CARING SHARE ("OFFER")

(For consistency purposes, the abbreviations and definitions used throughout this announcement shall have the same meanings as those defined in the offer document dated 6 March 2020 in relation to the Offer.)

 

We refer to the offer document dated 6 March 2020 which sets out the terms and conditions of the Offer (“Offer Document”) as well as the announcements dated 20 March 2020, 23 March 2020, 26 March 2020 and 10 April 2020.

 

The Company had received the attached press notice dated 27 April 2020 from RHB Investment Bank Berhad, on behalf of the Offeror, informing the Company that the Offeror has on 27 April 2020 posted the notice to the Dissenting Holders (whose names appear in the Record of Depositors of Caring as at 5:00 p.m. (Malaysian time) on 22 April 2020), notifying them of the Offeror’s desire to compulsorily acquire all their Caring Shares in pursuance to Section 222 of the CMSA (“Compulsory Acquisition Notice”).

 

As set out in Section 4.2 of the Offer Document, the Offeror will compulsorily acquire all the Caring Shares held by the Dissenting Holders, for which acceptances have not been received. The consideration for such Caring Shares will be RM2.60 for each Caring Share to be satisfied fully in cash and on the same terms as set out in the Offer Document or such other terms as the High Court thinks fit, on application made to it by the Dissenting Holders or the Offeror.

 

Subject to the provisions of the CMSA, the Offeror shall be registered as the holder of all the remaining Caring Shares not already held by the Offeror:-

 

(i)         after the expiration of 1 month from the date of the Compulsory Acquisition Notice; or

 

(ii)        if applicable, 14 days after the names and addresses of all other Dissenting Holders as shown in the register of members and/or record of depositors of Caring are posted to a Dissenting Holder upon his/her/its request,

 

whichever is later.

 

Pursuant thereto, in accordance with Section 223(4) of the CMSA, the rights of the Dissenting Holders under Section 223 of the CMSA to require the Offeror to acquire his/her/its Caring Shares will no longer apply.

 

This announcement is dated 27 April 2020.




Please refer attachment below.



Announcement Info

Company Name CARING PHARMACY GROUP BERHAD
Stock Name CARING
Date Announced 27 Apr 2020
Category General Announcement for PLC
Reference Number GA1-26042020-00007