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January 18, 2008 |
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SELOGA HOLDINGS: Enters Call Option Agreement with AJSB Seloga Holdings Berhad entered into a Call Option Agreement with AJSB on January 12, 2008. The salient terms of the agreement are: * At the request of Seloga and in consideration of MYR1.00 only, AJSB agreed to grant Seloga an option to require AJSB and/or its nominees to sell to the company, free from all liens, charges, trust and other encumbrances, all the Kemaman Oil Corporation Sdn Bhd's Shares held by them and all further Kemaman's Shares subscribed or acquired by AJSB and its nominees within one year from the Agreement; * The Proposed Call Option is conditional upon AJSB and its nominees holding 50% shareholding in Kemaman and the shares of Seloga remain listed on the Bursa Malaysia as at March 30, 2008; * Option Price means AJSB’s and its nominees’ purchase cost of the Kemaman Shares plus a holding cost per annum based on Malayan Banking Berhad Base Lending Rate; * In the event that Seloga has not exercised the Proposed Call Option upon the expiry of the Option Period, AJSB and nominees will be free to deal with the Option Shares in any manner as it deems fit including without limitation to sell or dispose of it without the need of consent from Seloga; The exercise of the Proposed Call Option will be subject to Seloga meeting with these conditions: -- the approvals of the relevant authorities including the Securities Commission for the exercise of the Proposed Call Option, SHB’s proposed regularization plan and exemption from extending a mandatory general offer under the Malaysian Code on Take-overs and Mergers, 1998 for the remaining ordinary shares in Kemaman Shares not already owned by the company upon the exercise of the Proposed Call Option; -- approval of Seloga’s shareholders in a general meeting for the exercise of the Proposed Call Option and its proposed regularization plan; and -- Seloga not being in default of any of its banking facilities or under any financing agreement with any lenders or financial institutions; -- AJSB and Seloga agreed that the Option Price will be paid through the funds to be raised from the proposed rights issue by Seloga. The proposed rights issue will be completed within 6 months from the written notice served by Seloga on AJSB to exercise the Proposed Call Option. Failing which, the said notice will be deemed null and void and AJSB and/or its nominees will be free to deal with the Option Shares in any manner as it deems fit including without limitation to sell or dispose of it without the need for consent from Seloga; and -- During the Option Period, AJSB hereby irrevocably grant Seloga the same rights in the existing management participations and controls in Kemaman and its subsidiaries or associates as if Seloga has exercised the Proposed Call Option. * Funding Arrangement for the Proposed Call Option The Board and management of Seloga are currently deliberating on the funding arrangement for the Proposed Call Option. An announcement will be made upon its finalization. * Rationale for the Proposed Call Option With the expiry of the call option with Tipco Asphalt Public Co. Ltd. and Thai Bitumen Company Limited, the Proposed Call Option will allow Seloga another opportunity to participate in the shareholding of Kemaman, and ultimately in Kemaman Bitumen Company Sdn Bhd. AJSB and its nominees have the rights to subscribe or acquire further Kemaman Shares during the Option Period that they will hold up to 50.0% equity interest in Kemaman. With that, Seloga will be able to purchase up to 50% equity interest in Kemaman of the eventual enlarged issued and paid-up share capital. As a result, Seloga will be able to participate in the future earnings of KBC mainly from the commercial operations of the bitumen plant by virtue of the company’s interests in Kemaman. About Seloga Holdings Headquartered in Selangor Darul Ehsan, Malaysia, Seloga Holdings Berhad's -- http://www.seloga.com.my/ -- principal activities are the provision of civil engineering contracting services, property development, provision of insurance agency services and investment holding. Other activities include mechanical and electrical engineering contracting services and manufacture of timber moldings. The Group operates predominantly in Malaysia. The company is currently classified under the PN-17 list of Companies under the Bursa Malaysia Securities Bhd. |
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