TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
|UNISEM (M) BERHAD|
|Subject||TAKE-OVERS & MERGERS (PARAGRAPH/RULE 9.19 (47A))
UNISEM (M) BERHAD ("UNISEM" OR "THE COMPANY") - VOLUNTARY TAKE-OVER OFFER
(Unless otherwise stated, all abbreviations used herein shall have the same meaning as defined in the offer document dated 6 December 2018 (“Offer Document”) in relation to the conditional voluntary take-over offer by Huatian Electronics Group (HK) Limited (“HT Hong Kong”), Huatian Technology (Malaysia) Sdn Bhd (“HT Malaysia”), John Chia Sin Tet (“John Chia”), Alexander Chia Jhet-Wern (“Alexander Chia”), Jayvest Holdings Sdn Bhd (“Jayvest Holdings”) and SCQ Industries Sdn Bhd (“SCQ Industries”) (formerly known as SCQ Industries Berhad) (collectively referred to as “Joint Offerors") to acquire all the remaining ordinary shares in the Company excluding treasury shares, not already held by the Joint Offerors, in accordance with the Rules on Take-overs, Mergers and Compulsory Acquisitions ("Offer"))
The Company wishes to announce that it has received notification from the Joint Offerors that the valid acceptances received and verified by the Registrar for the Offer as at 5:00 p.m. (Malaysian time) on Monday, 31 December 2018 is 370,407,358 Offer Shares representing approximately 50.94% of the issued share capital of Unisem (excluding treasury shares). As such, as at 5:00 p.m. (Malaysian time) on Monday, 31 December 2018, the Joint Offerors owned 546,928,096 Unisem Shares representing approximately 75.22% of the issued share capital of Unisem (excluding treasury shares).
As at 31 December 2018 the public shareholding spread of Unisem based on the Record of Depositors of the Company is 22.686%. Accordingly, Unisem does not comply with the public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) which states that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders (“Public Spread Requirement”).
Pursuant to Paragraph 8.02(4) of the Listing Requirements, a listed issuer which fails to maintain the Public Spread Requirement may request for an extension of time to rectify the situation in the manner as may be prescribed by Bursa Securities. Where no extension of time is granted by Bursa Securities to rectify the Public Spread Requirement, Bursa Securities may take or impose any type of action or penalty pursuant to Paragraph 16.19 of the Listing Requirements for a breach of Paragraph 8.02(1) of the Listing Requirements and may, at its discretion, suspend trading in the securities of the listed issuer pursuant to Paragraph 16.02(1) of the Listing Requirements. Notwithstanding this, the non-compliance of the Public Spread Requirement will not automatically result in the delisting of Unisem from the Official List of Bursa Securities.
As set out in Section 7.1 of the Offer Document, the Joint Offerors intend to maintain the listing status of Unisem on the Main Market of Bursa Securities. In view that the level of acceptances received by the Joint Offerors under the Offer had resulted in the public shareholding spread of Unisem being less than 25%, the Joint Offerors will procure Tianshui Huatian Electronics Group Co., Ltd. (via HT Hong Kong) and Tianshui Huatian Technology Co., Ltd. (“TSHT”) (via HT Malaysia) to comply with the undertaking in the collaboration agreement dated 12 September 2018 between TSHT, John Chia, Alexander Chia, Jayvest Holdings and SCQ Industries as set out in Section 3 of the Offer Document within three (3) months from the closing date of the Offer if allowed by Bursa Securities or such extended timeframe as allowed by Bursa Securities to enable Unisem to comply with the Public Spread Requirement.
The Company will make the required announcement on the status of compliance of the public shareholding spread requirement separately.
This announcement is dated 3 January 2019.
|Company Name||UNISEM (M) BERHAD|
|Date Announced||03 Jan 2019|
|Category||General Announcement for PLC|