On behalf of the Board of Directors (“Board”) of B-Corp, Maybank Investment Bank Berhad (“Maybank IB”) wishes to announce that the Board of Cosway Corporation Berhad, a wholly-owned subsidiary of B-Corp, has notified the Board of Cosway Corporation Limited (“CCL”) today that it is presently considering the privatisation of CCL which would result in the delisting of CCL from The Stock Exchange of Hong Kong Limited (“Proposed Privatisation”).
It is envisaged that the Proposed Privatisation would be at a cash consideration of Hong Kong Dollar (“HK$”) 1.10 (equivalent to approximately RM0.42) per ordinary share of HK$0.20 each in CCL (“CCL Share”) and HK$1.10 per HK$0.20 nominal amount of Irredeemable Convertible Unsecured Loan Securities (“CCL ICULS”). The price of HK$1.10 represents a premium of approximately 45.1% over the 5 day volume weighted average market price of HK$0.7583 per CCL Share up to 6 July 2011, being the last full trading day immediately prior to this announcement.
The Board of B-Corp wishes to state that having regard to the current developments and circumstances of the B-Corp group of companies (“B-Corp Group”), it would be in the best interest of the Company to privatise CCL. The Board of B-Corp is confident of the excellent future potential of the Cosway business model and hence is proposing to own 100% of the company. The Board is of the view that
CCL
could potentially become the main core business of the B-Corp Group and will underpin B-Corp Group’s performance going forward.
The Board of B-Corp believes that the privatisation of CCL will provide CCL with the necessary management flexibility and would enable CCL to focus on driving its strategic plan to globalize the Cosway brand without having to incur the attendant costs, and be subjected to regulatory restrictions and compliance obligations associated with its listed status. The privatisation of CCL would also enable more active and direct participation by B-Corp in CCL’s global strategy.
Consequently, the proposed offer for sale of the CCL ICULS to the shareholders of B-Corp on the basis of one (1) CCL ICULS for every two (2) ordinary shares of RM1.00 each held in B-Corp (as announced on 29 April 2010) is aborted.
The B-Corp Group presently holds a total of approximately 2.615 billion CCL Shares, representing approximately 55.47% of its present outstanding CCL Shares of approximately 4.715 billion. In addition, the B-Corp Group holds a total of approximately 6.837 billion CCL ICULS which are convertible into approximately 6.837 billion new CCL Shares.
Tan Sri Dato’ Seri Vincent Tan Chee Yioun (“Tan Sri Vincent Tan”), the Chairman of B-Corp, and Rayvin Tan Yeong Sheik (“Rayvin”), an Executive Director of B-Corp and CCL and a son of Tan Sri Vincent Tan, have interests in CCL, as follows:-
| Direct | Indirect |
| ‘000
| % | ‘000 | % |
Tan Sri Vincent Tan
| 330,000 | 7.00 | 2,728,957 * | 57.89 * |
Rayvin
| 221,707 | 4.70 |
-
|
-
|
*
Deemed interested by virtue of his interest in B-Corp and his deemed interest in Biofield Sdn Bhd.
In addition, Rayvin holds approximately 227.25 million CCL ICULS.
Dato’ Robin Tan Yeong Ching, the Chief Executive Officer of B-Corp and a son of Tan Sri Vincent Tan, has an indirect interest in 1.3 million CCL Shares through his spouse.
Chan Kien Sing is an Executive Director of B-Corp and a Director of CCL.
Tan Sri Danny Tan Chee Sing, a past Director of B-Corp is a brother of Tan Sri Vincent Tan. He holds approximately 17.91 million CCL Shares. His son, Dickson Tan Yong Loong is a Director of B-Corp.
Save as disclosed above, the Company is not aware of any other Directors or major shareholders or persons connected to them who have an interest in the Proposed Privatisation, whether directly or indirectly.
B-Corp has appointed Maybank IB as the principal adviser for the Proposed Privatisation and OSK Investment Bank Berhad as the independent adviser to advise the non-interested shareholders of B-Corp on the Proposed Privatisation.
The interested Directors have abstained and will abstain from future Board deliberations on the Proposed Privatisation. The Proposed Privatisation is subject to the approval of the shareholders of B-Corp at an extraordinary general meeting at which the interested parties named above and persons connected to them shall abstain from voting in respect of their direct and indirect shareholdings in B-Corp. In addition, the Proposed Privatisation is also subject to consent/approvals of the relevant authorities in Hong Kong, where applicable.
Further announcements on the Proposed Privatisation will be made in due course.
This announcement is dated 7 July 2011.
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发表于 5-7-2011 03:55 PM
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