KUALA LUMPUR, May 6 – Lavista Sdn Bhd and Pegang Impian Holdings Sdn Bhd, the major shareholders of Encorp Bhd, are selling a 49.45 per cent stake in Encorp to Felda Investment Corporation Sdn Bhd for RM239.72 million. In an announcement to Bursa Malaysia, Encorp said the major shareholders entered into separate conditional sale and purchase agreements with Felda Investment Corporation Tuesday.
Under the agreement, Lavista will dispose of its 29.85 per cent of the issued and paid-up share capital in Encorp excluding treasury shares, 8.33 million five-year warrants issued by Encorp and 16.66 million five-year six per cent redeemable convertible secured loan stocks (RCSLS) with a nominal value of RM1.00 each issued by Encorp for RM133.69 million.
Pegang Impian Holdings will sell 19.60 per cent of the issued and paid-up share capital in Encorp excluding treasury shares, 10.47 million warrants and 20.94 million RCSLS for RM106.03 million. “Upon completion of the proposed disposals, Felda Investment Corporation will hold 49.45 per cent of the issued and paid-up share capital of Encorp as at April 23, 2014 excluding treasury shares,” Encorp, the property developer, said.
As such, Felda Investment Corporation will be obliged to extend a mandatory take-over offer to acquire all the remaining voting shares of Encorp not already held by the former and persons acting in concert with it under the Malaysian Code on Take-Overs and Mergers 2010.
Felda Investment Corporation, the investment arm of Federal Land Development Authority, must acquire Encorp shares that may be issued pursuant to the exercise of any outstanding warrants or conversion of outstanding RCSLS prior to the close of the mandatory take-over offer. It also must acquire for a cash offer price of RM1.55 per offer share, 55 sen per offer warrant and RM1.55 per offer RCSLS.