TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : RELATED PARTY TRANSACTIONS CJ CENTURY LOGISTICS HOLDINGS BERHAD ("CJ CENTURY" OR "COMPANY") (I) PROPOSED ACQUISITION; AND (II) PROPOSED EXEMPTION
|CJ CENTURY LOGISTICS HOLDINGS BERHAD|
|Subject||TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
CJ CENTURY LOGISTICS HOLDINGS BERHAD ("CJ CENTURY" OR "COMPANY") (I) PROPOSED ACQUISITION; AND (II) PROPOSED EXEMPTION
(I) PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF CJ KOREA EXPRESS MALAYSIA SDN BHD (“CJKX”) FROM CJ LOGISTICS ASIA PTE
LTD (“CJ ASIA”) (“PROPOSED ACQUISITION”); AND
(II) PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS (“RULES”) FOR CJ
ASIA, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN CJ CENTURY NOT
ALREADY OWNED BY IT UPON COMPLETION OF THE PROPOSED ACQUISITION (“PROPOSED EXEMPTION”),
(ITEMS (I) AND (II) ARE TO BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
On behalf of the Board of Directors of CJ Century (“Board”), CIMB Investment Bank Berhad (“CIMB”) wishes to announce that CJ Century has, on 12 February 2020 entered into a conditional share sale and purchase agreement with CJ Asia to acquire 62,356,191 ordinary shares in CJKX (“Sale Shares”), representing the entire issued share capital of CJKX, for a total purchase consideration of RM100,000,000 (“SSPA”).
The purchase consideration in respect of the Proposed Acquisition shall be satisfied via the issuance of 200,000,000 new ordinary shares in CJ Century (“CJ Century Shares”) to CJ Asia at an issue price of RM0.50 per CJ Century Share (“Issue Price”) (“Consideration Shares”).
Pursuant to Paragraph 10.08 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”), the Proposed Acquisition is deemed a related party transaction. Please refer to the attachment for the details on the interests of directors, major shareholders and/or persons connected to them.
In conjunction with the Proposed Acquisition, CJ Asia intends to seek an exemption from the Securities Commission Malaysia (“SC”) under Paragraph 4.08(1)(a) of the Rules from the obligation to undertake a mandatory take-over offer to acquire the remaining CJ Century Shares not already owned by it upon completion of the Proposed Acquisition (“Mandatory Offer”).
Please refer to the attachment for the full announcement in relation to the Proposals.
(This announcement is dated 12 February 2020)
Please refer attachment below.
|Company Name||CJ CENTURY LOGISTICS HOLDINGS BERHAD|
|Date Announced||12 Feb 2020|
|Category||General Announcement for PLC|