TAMADAM BONDED WAREHOUSE BERHAD (“TAMADAM” OR “COMPANY”)
I. PROPOSED ACQUISITION OF 51% EQUITY INTEREST IN BRAHIM’S-LSG SKY CHEFS HOLDINGS SDN BHD (“BLH”) COMPRISING 510,000 ORDINARY SHARES OF RM1.00 EACH (“SHARES”) FOR A PURCHASE CONSIDERATION OF RM136.5 MILLION FROM BRAHIM’S INTERNATIONAL FRANCHISES SDN BHD (“BIF”) TO BE SATISFIED BY THE ISSUANCE OF 160,588,235 NEW SHARES IN TAMADAM VALUED AT RM0.85 PER SHARE (“PROPOSED BLH ACQUISITION”);
II. PROPOSED WAIVER TO BIF AND PARTIES ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO EXTEND A MANDATORY GENERAL OFFER (“GO”) FOR ALL THE REMAINING SHARES NOT ALREADY OWNED BY THEM IN TAMADAM AND ALL NEW SHARES THAT MAY BE ALLOTED AND ISSUED PURSUANT TO THE EXERCISE OF THE COMPANY’S 2000/2010 WARRANTS (“WARRANTS”) AFTER THE PROPOSED BLH ACQUISITION (“PROPOSED WAIVER”);
III. PROPOSED OFFER FOR SALE AND/OR PLACEMENT OF SHARES IN TAMADAM HELD BY BIF TO THE MALAYSIAN PUBLIC (“PROPOSED OFFER FOR SALE AND/OR PLACEMENT”); AND
IV. PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF TAMADAM FROM RM100,000,000 COMPRISING 100,000,000 SHARES TO RM500,000,000 COMPRISING 500,000,000 SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”)
Tamadam will be holding an Extraordinary General Meeting (“EGM”) at The Green, The Royal Selangor Golf Club, Jalan Kelab Golf, 55000 Kuala Lumpur on Tuesday, 12 February 2008 at 10.30 a.m. or at any adjournment thereof for the purposes of considering and, if thought fit, to pass the following resolutions with or without modification :-
(a) proposed acquisition of 51% equity interest in Brahim’s-LSG Sky Chefs Holdings Sdn Bhd 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 ordinary shares of RM1.00 each (“Shares”) in Tamadam valued at RM1.00 per Share (“Proposed Acquisition”);
(b) proposed waiver to BIF and parties acting in concert with it from the obligation to extend a mandatory general offer for all remaining Shares in Tamadam not already owned by them and all new Shares that may be allotted and issued pursuant to the exercise of the Company’s 2000/2010 Warrants, after the Proposed Acquisition; and
(c) proposed increase in the authorised share capital of Tamadam from RM100,000,000 comprising 100,000,000 Shares to RM500,000,000 comprising 500,000,000 Shares.
The full text of the Notice of the EGM to be advertised in The Sun on 25 January 2008 is available here.
The Circular to Shareholders issued by Tamadam in relation to the EGM is available as follows:
Circular Part 1 Front Cover-Page 24 (Definitions, Directors’ Letter to Shareholders) 1.5MB
Circular Part 2 Pages 25-58 (Independent Advice, Background information on BLH) 1.8MB
Circular Part 3 Pages 59-100 (Accountant’s Report on BLH) 1.6MB
Circular Part 4 Pages 101-133 (Accountant’s Report (cont’d)) 1.1MB
Circular Part 5 Pages 134-172 (Proforma B/S & Profit Estimate, Valuer’s Letter, Further Information) 1.3MB
The directors of Tamadam have already indicated that they will vote in favour of the Proposals.
EXPECTED COMPLETION DATE
At the date of writing (that is 25 January 2008), the Proposals are expected to be completed by 28 February 2008.