THIS CIRCULAR TO STOCKHOLDERS OF ORIENTAL HOLDINGS BERHAD ("OHB" OR THE "COMPANY") IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, valuation certificates and reports, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
ORIENTAL HOLDINGS BERHAD
(Registration No. 196301000446 (5286-U))
(Incorporated in Malaysia)
CIRCULAR TO STOCKHOLDERS IN RELATION TO THE FOLLOWING:-
PART A
- PROPOSED ACQUISITION BY OHB OF THE REMAINING EQUITY INTERESTS IT DOES NOT ALREADY OWN IN 3 PLANTATION COMPANIES, NAMELY SELASIH PERMATA SDN BHD, ORIENTAL BOON SIEW (MAURITIUS) PTE LTD AND SOUTHERN PERAK PLANTATIONS SDN BHD; AND
- PROPOSED ACQUISITION BY OHB OF PLANTATION ESTATES LOCATED IN PENINSULAR MALAYSIA,
FROM RELATED PARTIES FOR A TOTAL CASH CONSIDERATION OF APPROXIMATELY RM1.20 BILLION,
(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
PART B
INDEPENDENT ADVICE LETTER FROM MERCURY SECURITIES SDN BHD TO THE NON-INTERESTED STOCKHOLDERS OF OHB IN RELATION TO THE PROPOSALS
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Principal Adviser for Part A | Independent Adviser for Part B | ||||
UOB Kay Hian Securities (M) Sdn Bhd | Mercury Securities Sdn Bhd | ||||
(Registration No. 199001003423 (194990-K)) | (Registration No. 198401000672 (113193-W)) | ||||
(A Participating Organisation of Bursa Malaysia Securities Berhad) | (A Participating Organisation of Bursa Malaysia Securities Berhad) |
The extraordinary general meeting ("EGM") of OHB, to be conducted virtually through online live streaming from broadcast venue located at Grand Ballroom, Bayview Beach Resort, Batu Ferringhi Beach, 11100 Batu Ferringhi, Penang via Remote Participation and Electronic Voting ("RPEV") facilities through the online meeting platform at https://meeting.boardroomlimited.my provided by Boardroom Share Registrars Sdn Bhd. The Notice of EGM and the Form of Proxy are enclosed in this Circular.
You are encouraged to participate, speak (in the form of real time submission of typed texts) and vote remotely at the EGM using the RPEV facilities. A member entitled to participate, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend and to vote on his/her behalf. In such event, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the registered office of OHB at 170-09-01, Livingston Tower, Jalan Argyll, 10050 George Town, Penang or via electronic means through Boardroom Smart Investor Portal at https://investor.boardroomlimited.com not less than forty-eight (48) hours before the time stipulated for holding the EGM as indicated below, otherwise the instrument of proxy should not be treated as valid. For further information on the electronic lodgement of Form of Proxy, please refer to the Administrative Guide for the EGM of the Company. The lodging of the Form of Proxy will not preclude you from participating and voting remotely at the EGM should you subsequently wish to do so.
Last day, date and time for lodging the Form of Proxy | : | Monday, 28 August 2023 at 2.30 p.m. |
Day, date and time of the EGM | : | Wednesday, 30 August 2023 at 2.30 p.m. or at any adjournment |
thereof |
This Circular is dated 15 August 2023
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-
"Act" | : The Companies Act 2016 as amended from time to time and any re- |
enactment thereof | |
"Australian | Subject : Collectively, the OAA Property and OAM(A) Property |
Properties" | |
"Bentong Estate" | : An oil palm estate located in Pahang, Malaysia, measuring |
approximately 1,704.24 Ha |
"Bentong Estate SPA" : Conditional sale and purchase agreement dated 13 October 2022 entered into between OHB, SPP and BESB for the Proposed Bentong Estate Acquisition
"Bentong Estate Vendor" : BESB
"BESB" | : Boontong Estates Sdn Bhd (Registration No. 198001005090 (3811-X)) | |||
"BNM" | : | Bank Negara Malaysia | ||
"Board" | : The Board of Directors of OHB | |||
"BSD" | : Boon Siew Development Sdn Bhd (Registration No. 197501002896 | |||
(24718-M)) | ||||
"BSSB" | : Boon Siew Sdn Bhd (Registration No. 195701000227 (3127-T)) | |||
"BSSP" | : PT Bumi Sawit Sukses Pratama (Indonesian Business Identification | |||
No. 9120301131457) | ||||
"BSSP Estate" | : An oil palm estate (with BSSP Oil Mill and workers' quarters) located in | |||
Bangka Belitung Islands Province, Indonesia, measuring | ||||
approximately 4,416.23 Ha | ||||
"BSSP Oil Mill" | : An 80 MT per hour palm oil mill which is erected on the BSSP Estate | |||
"Bukit Langkap Estate" | : | An oil palm estate located in Pulau Pinang, Malaysia, measuring | ||
approximately 77.51 Ha | ||||
"Bukit | Langkap | Estate | : | Conditional sale and purchase agreement dated 13 October 2022 |
SPA" | entered into between OHB, SPP and BESB for the Proposed Bukit | |||
Langkap Estate Acquisition | ||||
"Bukit | Langkap | Estate | : | BESB |
Vendor" | ||||
"Bursa Securities" | : Bursa Malaysia Securities Berhad (Registration No. 200301033577 | |||
(635998-W)) | ||||
"Circular" | : This circular to stockholders of OHB dated 15 August 2023 in relation | |||
to the Proposals | ||||
"CPO" | : | Crude palm oil | ||
"DAM" | : | PT Dapo Agro Makmur (Indonesian Business Identification No. | ||
9120206790524) |
i
DEFINITIONS (Cont'd)
"DAM Estate" | : An oil palm estate located in South Sumatera Province, Indonesia, | |
measuring approximately 9,435.06 Ha | ||
"DCF Method" | : Discounted cash flow method | |
"Director(s)" | : Shall have the meaning given in Section 2(1) of the Capital Markets | |
and Services Act 2007 and includes any person who is or was within | ||
the preceding 6 months of the date on which the terms of the Proposals | ||
were agreed upon, a director or a chief executive of OHB or any other | ||
company which is a subsidiary or holding company of OHB | ||
"EGM" | : | Extraordinary general meeting |
"ELB" | : | Estate Land Board |
"EPS" | : | Earnings per stock |
"FFB" | : | Fresh fruit bunch |
"FPE" | : Financial period ended/ending, as the case may be | |
"FYE" | : Financial year ended/ending, as the case may be | |
"GDP" | : | Gross Domestic Product |
"GML" | : | PT Gunung Maras Lestari (Indonesian Business Identification No. |
9120104172318) | ||
"GML Estate" | : An oil palm estate (with GML Oil Mill and tank farm) located in Bangka | |
Belitung Islands Province, Indonesia, measuring approximately | ||
12,804.16 Ha | ||
"GML Oil Mill" | : A 90 MT per hour palm oil mill which is erected on the GML Estate | |
"GSBL" | : PT Gunungsawit Binalestari (Indonesian Business Identification No. | |
9120002121983) | ||
"GSBL Estate" | : An oil palm estate (with GSBL Oil Mill) located in Bangka Belitung | |
Islands Province, Indonesia, measuring approximately 9,098.90 Ha | ||
"GSBL Oil Mill" | : A 90 MT per hour palm oil mill which is erected on the GSBL Estate | |
"GSSL" | : PT Gunung Sawit Selatan Lestari (Indonesian Business Identification | |
No. 9120005770223) | ||
"GSSL Estate" | : An oil palm estate located in South Sumatera Province, Indonesia, | |
measuring approximately 20,300.00 Ha | ||
"GST" | : Goods and services tax | |
"HGB" | : Hak guna bangunan (or Right to Build) | |
"HGU" | : Hak guna usaha (or Right to Cultivate) | |
"IAL" | : Independent advice letter from the Independent Adviser to the non- | |
interested stockholders of OHB in relation to the Proposals, which is | ||
appended as Part B of this Circular | ||
"IFRS" | : | International Financial Reporting Standards |
ii
DEFINITIONS (Cont'd)
"Independent | Valuation | : The valuation letter prepared by KJPP RHR dated 30 September 2022 | |
Letter I" | to the Board to appraise the market value of the Indonesian Subject | ||
Properties | |||
"Independent | Valuation | : The valuation letter prepared by Knight Frank dated 30 September | |
Letter II" | 2022 to the Board to appraise the market value of the Malaysian | ||
Subject Properties | |||
"Independent Valuers" | : Collectively, Knight Frank, KJPP RHR and M3property | ||
"Indonesia" | : | Republic of Indonesia | |
"Indonesian | Subject | : Collectively, the DAM Estate, GSSL Estate, SAP Estate, SSL Estate, | |
Properties" | GSBL Estate, PPA Estate, BSSP Estate and GML Estate | ||
"Interested Director(s)" | : Collectively, Datuk Loh Kian Chong, Dato' Robert Wong Lum Kong, | ||
Dato' Seri Lim Su Tong, Tan Kheng Hwee, Dato' Sri Datuk Wira Tan | |||
Hui Jing and Datin Loh Ean | |||
"Interested Parties" | : Collectively, the Interested Directors and Interested Stockholders | ||
"Interested | : | Collectively, the Interested Directors, BSSB, BESB, BSD and LBS | |
Stockholder(s)" | |||
"IRB" | : Inland Revenue Board of Malaysia | ||
"KJPP RHR" | : KJPP Rengganis, Hamid & Rekan, the independent valuer appointed | ||
to carry out a formal valuation on the Indonesian Subject Properties | |||
pursuant to the Proposed SPSB Acquisition and Proposed OBS(M) | |||
Acquisition | |||
"Knight Frank" | : | Knight Frank Malaysia Sdn Bhd (Registration No. 200201017816 | |
(585479-A)), the independent valuer appointed to carry out a formal | |||
valuation on the Malaysian Subject Properties pursuant to the | |||
Proposed SPP Acquisition and the Proposed Land Acquisitions | |||
"LBS" | : Loh Boon Siew Holdings Sdn Bhd (Registration No. 198001001988 | ||
(55771-D)) | |||
"Listing Requirements" | : Main Market Listing Requirements of Bursa Securities | ||
"LPD" | : 1 August 2023, being the latest practicable date prior to the printing and | ||
despatch of this Circular | |||
"M3property" | : M3 Property Australia Pty Ltd (Australian Company No. 153 395 405), | ||
the independent valuer appointed to carry out a formal valuation on the | |||
Australian Subject Properties pursuant to the Proposed SPSB | |||
Acquisition and Proposed OBS(M) Acquisition |
iii
DEFINITIONS (Cont'd)
"Major Stockholder(s)" | : A person who has an interest or interests in one or more voting stocks | |||
in OHB and the number of the aggregate number of those stocks, is:- | ||||
(a) | 10% or more of the total number of voting stocks in OHB; or | |||
(b) | 5% or more of the total number of voting stocks in OHB where | |||
such person is the largest stockholder of OHB. | ||||
For the purpose of this definition, "interest" shall have the meaning of | ||||
"interest in shares" given in Section 8 of the Act. | ||||
Major Stockholder includes any person who is or was within the | ||||
preceding 6 months of the date on which the terms of the Proposals | ||||
were agreed upon, such major stockholder of OHB or any other | ||||
company which is a subsidiary or holding company of OHB | ||||
"Malaysian | Subject | : Collectively, the Bukit Langkap Estate, Bentong Estate, Thye Group | ||
Properties" | Estate and SPP Estate | |||
"Mauritius" | : | Republic of Mauritius | ||
"Mercury Securities" or | : Mercury Securities Sdn Bhd (Registration No. 198401000672 (113193- | |||
"Independent Adviser" | W)) | |||
"MFRS" | : Malaysian Financial Reporting Standards | |||
"NA" | : | Net assets | ||
"OA(M)" | : Oriental Asia (Mauritius) Pte Ltd (Registration No. 11019/208) | |||
"OAA" | : Oriental Asia (Aust) Pty Ltd (Australian Company No. 604870840) | |||
"OAA Property" | : A 3-storey commercial property located at 319-323 Swanston Street, | |||
Melbourne, Victoria 3000, owned by OAA | ||||
"OAM(A)" | : OAM (Aust) Pty Ltd (Australian Company No. 601988498) | |||
"OAM(A) Property" | : A 7-storeypurpose-built hotel building located at 315-319 Burwood | |||
Highway, Burwood East, Victoria 3151, owned by OAM(A) | ||||
"OAMA(S)" | : OAM Asia (Singapore) Pte Ltd (Registration No. 201205568H) | |||
"OBS(M)" | : Oriental Boon Siew (Mauritius) Pte Ltd (Registration No. 27500/6810) | |||
"OBS(M) Estates" | : Collectively, the SAP Estate, BSSP Estate, GSSL Estate, PPA Estate, | |||
DAM Estate and SSL Estate | ||||
"OBS(M) Group" | : Collectively, OBS(M) and its subsidiaries | |||
"OBS(M) Share(s)" | : | Ordinary share(s) in OBS(M) | ||
"OBS(M) SSA" | : Conditional share sale agreement dated 13 October 2022 entered into | |||
between OHB and BSSB for the Proposed OBS(M) Acquisition | ||||
"OBS(M) Vendor" | : | BSSB | ||
"OBS(S)" | : OBS (Singapore) Pte Ltd (Registration No. 200703806N) | |||
"OHB" or the "Company" | : | Oriental Holdings Berhad (Registration No. 196301000446 (5286-U)) |
iv
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Oriental Holdings Bhd published this content on 15 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2023 03:53:08 UTC.