(Unless otherwise stated, all abbreviations used herein shall have the same meaning as defined in the announcement dated 9 March 2018 (“Announcement”))

Further to the Company’s Announcement dated 9 March 2018, the Board of MBMR wish to inform that MBMR has been notified by Med-Bumikar and Central Shore vide letter dated 14 March 2018 that if the Offer is accepted and subject to the completion of the Proposed Acquisition, the Purchaser will hold 195,717,751 ordinary shares in the Company (“MBMR Shares”), representing 50.07% equity interest in MBMR and the Purchaser will be obliged to extend a mandatory take-over offer to acquire all the remaining MBMR Shares not already owned by the Purchaser and persons acting in concert with it, if any, after the Proposed Acquisition (“Remaining MBMR Shares”) pursuant to Section 218(2) of the Capital Markets and Services Act, 2007 and Paragraph 4.01(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions.

The offer price of RM2.56 for each Remaining MBMR Share, which is the same as the purchase consideration for each MBMR Sale Share pursuant to the Proposed Acquisition (“Purchase Price”), is to be satisfied either by:

(i) cash; or

(ii) issuance of new ordinary shares in UMW Holdings Berhad (“UMWH”) (“UMWH Shares”) at an issue price of RM6.09 per UMWH Share (“MO Consideration Shares”), based on an exchange ratio of 21 new UMWH Shares for every 50 Remaining MBMR Shares held.

The MO Consideration Shares will, upon allotment and issuance, rank equally in all respects with the then existing UMWH Shares, save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions, which may be declared, made or paid, the entitlement date of which is prior to the date of allotment of the MO Consideration Shares.

An application will be made to Bursa Malaysia Securities Berhad (“Bursa Malaysia”) for the listing and quotation of the MO Consideration Shares on the Main Market of Bursa Malaysia.

We wish to highlight that the proposed rights issue by UMWH will only be undertaken if the Offer is accepted by Med-Bumikar and Central Shore respectively, and the Proposed Acquisition is completed and the Proposed MO is implemented. 

This announcement is dated 14 March 2018.