OTHERS Unisem (M) Berhad ("Unisem" or "the Company") - Receipt of Notice of Pre-Conditional Voluntary Conditional Take-over Offer

UNISEM (M) BERHAD

Type Announcement
Subject OTHERS
Description
Unisem (M) Berhad ("Unisem" or "the Company") - Receipt of Notice of Pre-Conditional Voluntary Conditional Take-over Offer

The Board of Directors of the Company (“Board”) wishes to announce that the Board has on 12 September 2018, received a notice together with a pre-conditional announcement (“Pre-Conditional Offer Announcement”) from Maybank Investment Bank Berhad (“Maybank IB”) in relation to the voluntary conditional take-over offer to be undertaken by Huatian Electronics Group (HK) Limited and Huatian Technology (Malaysia) Sdn Bhd (collectively referred to as “Chinese Offerors”) and Mr John Chia Sin Tet, Mr Alexander Chia Jhet-Wern, Jayvest Holdings Sdn Bhd and SCQ Industries Sdn Bhd (formerly known as SCQ Industries Berhad) (collectively referred to as “Malaysian Offerors”)  (“Joint Offerors”) that upon satisfaction of all the pre-conditions stipulated in Section 2 of the Pre-Conditional Offer Announcement (“Pre-Conditions”), to acquire all the issued shares in the Company, not already held by the Joint Offerors (“Offer Shares”), in accordance with the Rules on Take-Overs, Mergers and Compulsory Acquisitions (“Rules”) (“Offer”).

The Offer is conditional upon fulfilment of the Pre-Conditions. Please refer to Section 2 of the Pre-conditional Offer Announcement in the attached for further details.

The Board wishes to highlight that the Offer will not be made unless and until all the Pre-Conditions have been satisfied by the Joint Offerors no later than six (6) months from 12 September 2018 (or such other date as the parties to the collaboration agreement may determine in consultation with the Securities Commission Malaysia (“SC”) (the “Long-Stop Date”)).

Accordingly, all references to the Offer in the Pre-Conditional Offer Announcement refer to the possible Offer which may only be made by the Joint Offerors if and when all the Pre-Conditions are satisfied. The Pre-Conditional Offer Announcement does not amount to a firm intention to make the Offer by the Joint Offerors, and accordingly, there can be no certainty that the Offer will be made even if the Pre-Conditions are satisfied.

The application for a waiver in relation to Subparagraph 9.09(1) of the Rules was submitted by the Joint Offerors to the SC for the Pre-Conditions to be included in this Pre-Conditional Offer Announcement, the approval of which was received from the SC on 7 September 2018.

If and when the Pre-Conditions are satisfied, Maybank IB, for and on behalf of the Joint Offerors, will serve a notice of their firm intention to make the Offer to the Board of Unisem in accordance with Subparagraph 9.10(1) of the Rules to acquire the Offer Shares.

In the event that the Pre-Conditions are not satisfied by the Joint Offerors on or before the Long-Stop Date, the Offer will not be made by the Joint Offerors and the Company will issue an announcement, upon receipt of notice from Maybank IB, on behalf of the Joint Offerors, confirming the fact as soon as reasonably practicable.

Shareholders should take note that there is no certainty that the Pre-Conditions will be satisfied and that the Offer will be made by the Joint Offerors. Shareholders are advised to exercise caution and seek appropriate independent advice when dealing in the shares of the Company.

A copy of the Pre-Conditional Offer Announcement made by the Joint Offerors is attached herewith.

This announcement is dated 12 September 2018.




Please refer attachment below.



Announcement Info

Company Name UNISEM (M) BERHAD
Stock Name UNISEM
Date Announced 12 Sep 2018
Category General Announcement for PLC
Reference Number GA1-12092018-00067