TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM” OR “COMPANY”)
UPDATE IN RELATION TO THE FOLLOWING :-
(i) PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD COMPRISING 510,000 ORDINARY SHARES OF RM1.00 EACH (“SHARES”) FOR A PURCHASE CONSIDERATION OF RM130,000,000 FROM BRAHIM’S INTERNATIONAL FRANCHISES SDN BHD (“BIF”) TO BE SATISFIED BY THE ISSUANCE OF 130,000,000 NEW SHARES IN TAMADAM VALUED AT RM1.00 PER SHARE (“CONSIDERATION SHARES”) (“PROPOSED ACQUISITION”); AND
(ii) PROPOSED OFFER FOR SALE AND/OR PLACEMENT OF UP TO 11,394,750 SHARES IN TAMADAM HELD BY BIF TO THE MALAYSIAN PUBLIC (“PLACEMENT SHARES”) (“PROPOSED OFFER FOR SALE AND/OR PLACEMENT”).
(ITEMS (I) AND (II) ARE TO BE COLLECTIVELY REFERRED TO AS “PROPOSALS”)
1. INTRODUCTION
On 28 June 2007, Tamadam entered into a share sale agreement with Brahim’s International Franchises Sdn Bhd (“BIF”) for the acquisition of 51% of Brahim’s-LSG Sky Chefs Sdn Bhd (“BLH”).
The Securities Commission has approved, in its letter dated 13 December 2007, the following:
| (i) | acquisition of 51% equity interest in BLH, comprising 510,000 shares of RM1.00 each, from BIF for a purchase consideration of RM130 million to be satisfied by the issuance of 130 million new shares in Tamadam. |
| (ii) | offer for sale and/or placement of up to 11,394,750 shares held in Tamadam by BIF to the Malaysian public; and |
| (iii) | listing of and quotation for the 130 million new Tamadam shares to be issued on the Second Board of Bursa Securities. |
On 12 February 2008, the shareholders of Tamadam approved the Proposed Acquisition at an Extraordinary General Meeting.
On 17 March 2008, the parties to the share sale agreement, namely Tamadam and BIF, agreed that all the conditions precedent (including the approvals of Malaysian Airline System Berhad (“MAS”) and LSG Asia GmbH (“LSG Asia”)) for the Share Sale Agreement for the Share Sale Agreement had either been met or waived and that the Share Sale Agreement was now unconditional and would therefore proceed to completion.
2. PROPOSED PLACEMENT
The purpose of the Proposed Placement is to ensure that Tamadam meets the requirement for public shareholding spread after the Proposed Acquisition is completed. The public shareholding spread required by Bursa Malaysia is 25%.
Based on the Register of Depositors of Tamadam as at 25 February 2008 and on the assumption that the Proposed Acquisition had been effected on that date, the proforma public shareholding spread of Tamadam is 33,351,919 Shares or 18.64% of its enlarged issued and paid-up share capital of 179,005,000 Shares. These Shares are in the hands of 2,455 public shareholders holding not less than 100 Shares each (please refer to Appendix I of this Application).
3. APPROVAL OF BURSA SECURITIES
On 10 March 2008, the Kuala Lumpur Composite Index plunged 9.5% arising from the current change in the political climate in Malaysia, compounding the already dampened market sentiment due mainly to fears of a US recession which had also affected the other Asian markets.
It is the intention of Tamadam as well as BIF, the largest shareholder of Tamadam after completion of the Proposed Acquisition, to comply with the required public shareholding spread of 25%. However, in view of the currently, and arguably unusually, dampened market sentiment, BIF has requested Bursa Securities to grant it an extension of time of six months from the listing date of the consideration shares to complete the Proposed Placement. Accordingly, BIF has given Bursa an underaking letter to this effect.
On 19 March 2008, Bursa Securities approved BIF’s request.
4. APPROVAL OF SECURITIES COMMISSION
The approval of the Securities Commission is also required for the time extension for the Proposed Placement. Accordingly, Tamadam has written to the Securities Commission for the said approval on 24 March 2008.
5. EXPECTED COMPLETION DATE
In view of the above, the Proposed Acquisition is expected to be completed by 31 March 2008, or very shortly thereafter save for the listing of the consideration shares which is contingent on the approval of the Securities Commission sought in (4) above.
Assuming the approval of the Securities Commission is granted for the Proposed Extension, the Proposed Placement is expected to be completed within six months of the Listing Date for the consideration shares.