News

We refer to the announcements dated 19 January 2022, 29 March 2022, 20 June 2022, 30 June 2022, 29 July 2022, 30 August 2022, 17 October 2022, 21 October 2022, 1 November 2022, 29 November 2022, 14 December 2022, 10 February 2023, 28 February 2023, 9 March 2023, 3 April 2023 and 13 April 2023 (“Announcements”) and the circular to shareholders in relation to the Proposed Acquisition dated 12 April 2023 (“Circular”). Unless otherwise defined, the definitions set out in the Announcements and the Circular shall apply herein.

On behalf of KAB, Kenanga IB wishes to announce that the SPA has turned unconditional on 31 July 2023 (“Unconditional Date”) following the fulfilment and/or waiver of the conditions precedent of the SPA. In addition, KABEH has also agreed with the Vendors that the conditions precedent as set out in Section 4.1(g)* and 4.1(j)^ of Appendix III of the Circular shall be treated as Vendors’ warranties and be fulfilled by the Vendors within 14 days from the Unconditional Date instead.

* Section 4.1(g) of Appendix III of the Circular states that the Vendors shall deliver or, as the case may be, make available and/or cause to be released to KABEH’s solicitors irrevocable powers of attorney(s) executed by each of the holders of the Sale Shares in favour of the Purchaser to enable the Purchaser (pending registration of the relevant transfers) to exercise all voting and other rights attaching to the Sale Shares and to appoint proxies for this purpose.

^ Section 4.1(j) of Appendix III of the Circular states that the Vendors shall deliver or, as the case may be, make available and/or cause to be released to KABEH’s solicitors capitalization of the Additional Debt Sum owing by PT IME to the Vendors up to the Unconditional Date and procuring shares issued pursuant to such capitalization to form part of the Sale Shares at no additional cost or consideration to KABEH.

In addition, KABEH and the Vendors have entered into a supplemental agreement to include additional sums to be retained by KABEH from the Completion Amount as security against the breach, default or non-compliance by any of the Vendors of their obligation in relation to the projected cashflows of PT IME under the SPA.

This announcement is dated 31 July 2023.