YTL

2.230

-0.09 (-3.9%)

TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS YTL CORPORATION BERHAD (I) ACQUISITION OF 303,484,453 ORDINARY SHARES IN NSL LTD (NSL), REPRESENTING APPROXIMATELY 81.24% EQUITY INTEREST IN NSL, BY YTL CEMENT BERHAD FROM 98 HOLDINGS PTE LTD FOR A TOTAL CASH CONSIDERATION OF SGD227,613,339.75 (ACQUISITION); AND (II) MANDATORY UNCONDITIONAL CASH OFFER FOR ALL THE NSL SHARES, OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY YTL CEMENT AND ITS CONCERT PARTIES AFTER THE ACQUISITION (OFFER)

YTL CORPORATION BERHAD

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description
YTL CORPORATION BERHAD

(I) 	ACQUISITION OF 303,484,453 ORDINARY SHARES IN NSL LTD (NSL), REPRESENTING APPROXIMATELY 81.24% EQUITY INTEREST IN NSL, BY YTL CEMENT BERHAD FROM 98 HOLDINGS PTE LTD FOR A TOTAL CASH CONSIDERATION OF SGD227,613,339.75 (ACQUISITION); AND

(II) 	MANDATORY UNCONDITIONAL CASH OFFER FOR ALL THE NSL SHARES, OTHER THAN THOSE ALREADY OWNED, CONTROLLED OR AGREED TO BE ACQUIRED BY YTL CEMENT AND ITS CONCERT PARTIES AFTER THE ACQUISITION (OFFER)

We refer to the announcements dated 23 July 2024, 23 September 2024, 1 October 2024, 11 October 2024 and 7 November 2024 in relation to the Acquisition and the Offer (“Announcements”). Unless otherwise stated, all abbreviations used herein shall have the same meanings as those defined in the Announcements.

 

The Board wishes to announce that the Offer had closed as at 5.30 p.m. (Singapore time) on 8 November 2024. As a result of the Offer, as at 5.30 p.m. (Singapore time) on 8 November 2024,

  1. The total number of (a) NSL Shares owned, controlled or agreed to be acquired by YTL Cement and parties acting in concert with it and (b) valid acceptances of the Offer, amount to an aggregate of 340,002,026 NSL Shares, representing approximately 91.02% of the total number of NSL Shares; and
  2. The percentage of NSL Shares held by public shareholders is approximately 8.98% and is less than the requisite 10% free float requirement under the Listing Manual.

 

YTL Cement had, on 8 November 2024, submitted an application to the SGX-ST to allow trading in the NSL Shares to continue. On 10 November 2024, the SGX-ST confirmed that it has no objection to allow trading in the NSL Shares to continue and the SGX-ST will grant NSL a period of three (3) months to restore its free float under the Listing Manual, subject to certain confirmations and disclosures by NSL and YTL Cement which are set out in its announcement dated 10 November 2024 (“Free Float Update Announcement”).

 

NSL further highlighted in the Free Float Update Announcement that the above confirmation from SGX-ST to allow trading in the NSL Shares to continue does not constitute a waiver of Rule 724(1) of the Listing Manual given that the rule provides the SGX-ST with the discretion to suspend trading in the event of a loss of free float. There is no assurance that trading of the NSL Shares will not be suspended prior to free float of 10% in public hands being restored.

 

The Listing Manual states that the SGX-ST may allow NSL a period of three (3) months, or such longer period as the SGX-ST may agree, to raise the percentage of NSL Shares in public hands to at least 10% of the total number of issued NSL Shares (excluding NSL Shares held by NSL in treasury), failing which NSL may be removed from the Official List of the SGX-ST.

 

In relation thereto, please refer to (a) the announcement of 8 November 2024 which was released by RHB Bank Berhad, through its Singapore branch, for and on behalf of YTL Cement and (b) Free Float Update Announcement on the website of the SGX-ST at https://www.sgx.com for further details relating to the close of the Offer, final level of acceptances of the Offer, loss of free float and the confirmations and disclosures required by SGX-ST to allow trading in NSL Shares to continue.

 

This announcement is dated 11 November 2024.






Announcement Info

Company Name YTL CORPORATION BERHAD
Stock Name YTL
Date Announced 11 Nov 2024
Category General Announcement for PLC
Reference Number GA1-11112024-00022