General Announcement
Reference No MM-040910-52450

Submitting Merchant Bank
:
ALLIANCE MERCHANT BANK BERHAD  
Company Name
:
PADIBERAS NASIONAL BERHAD  
Stock Name
:
BERNAS  
Date Announced
:
10/09/2004  

Type:Announcement
Subject:PADIBERAS NASIONAL BERHAD ("BERNAS" or "Company")

Contents :

PROPOSED ACQUISITION BY BERNAS OF 16,200,000 ORDINARY SHARES OF
RM1.00 EACH REPRESENTING 45% EQUITY INTEREST IN UNITED MALAYAN
FLOUR (1996) SDN BHD (“UMFLOUR”) ("SALE SHARES") FROM TRADEWINDS
CORPORATION BERHAD (FORMERLY KNOWN AS PERNAS INTERNATIONAL
HOLDINGS BERHAD) ("TCB") FOR A TOTAL CASH CONSIDERATION OF
RM25,000,000 OR APPROXIMATELY RM1.54 PER SHARE ("PROPOSED
ACQUISITION"); AND
PROPOSED WAIVER FOR BERNAS AND PERSON(S) ACTING IN CONCERT
WITH BERNAS ("PARTIES ACTING IN CONCERT") FROM HAVING TO
UNDERTAKE A MANDATORY GENERAL OFFER FOR THE REMAINING
ORDINARY SHARES OF RM1.00 EACH IN UMFLOUR NOT HELD BY BERNAS
AND THE PARTIES ACTING IN CONCERT AFTER THE PROPOSED
ACQUISITION PURSUANT TO PRACTICE NOTE 2.9.6 OF THE MALAYSIAN
CODE ON TAKE-OVERS AND MERGERS, 1998 ("CODE")
("PROPOSED WAIVER")

(hereinafter collectively, referred to as "Proposals")


1. INTRODUCTION


2. DETAILS OF THE PROPOSED ACQUISITION

On 10 September 2004, BERNAS entered into a SSA with TCB to acquire 16,200,000 ordinary shares of RM1.00 each representing 45% equity interest in UMFlour for a total cash consideration of RM25,000,000 or approximately RM1.54 per share.
2.1 Salient terms of the SSA 2.2 Information on UMFlour
2.3 Information on TCB
3. RATIONALE
4. INDUSTRY PROSPECTS

Flour consumption, which is directly linked to the food and confectionery industry, is particularly dependent on consumers’ consumption patterns and the sectoral performance retailing sector, which encompasses grocery shops to supermarkets and hypermarkets. Where demand for flour is concerned, economic activities, the general level of affluence of a country’s population and household incomes are important determinants of consumer spending on food and confectionery industry.
5. RISK FACTORS

5.1 Business risks
5.2 Government Control, Regulation and Policy 5.3 Foreign Exchange Risk 5.4 Competition 5.5 Dependence on Key Personnel
6. FINANCIAL EFFECTS 6.1 Share Capital and Substantial Shareholding Structure
6.2 Earnings 6.3 Net Tangible Assets 7. APPROVALS REQUIRED

8. MANDATORY OFFER

Upon completion of the Proposed Acquisition, BERNAS will hold 45% of the issued and paid-up share capital of UMFlour. Pursuant to Part II of the Code, BERNAS will be obliged to undertake a mandatory offer to acquire the remaining shares in UMFlour it does not already own. Pursuant thereto, BERNAS will be seeking for a waiver under Practice Note 2.9.6 of the Code from the SC from having to extend a mandatory offer to the other shareholders of UMFlour.


9. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS Dato’ Syed Fahkri Barakbah bin Tun Syed Sheh Barakbah is a director of TCB and BERNAS. Dato’ Syed Fahkri Barakbah bin Tun Syed Sheh Barakbah does not have any shareholdings in either TCB or BERNAS. However, by virtue of him being a common director, on his own accord, Dato’ Syed Fahkri Barakbah bin Tun Syed Sheh Barakbah had abstained and will continue to abstain from all board deliberations pertaining to the Proposed Acquisition.

Save as disclosed above, none of the directors and/or substantial shareholders of BERNAS and/or persons connected to them have any interest, direct or indirect, in the Proposed Acquisition.


10. DIRECTORS’ STATEMENT

11. ADVISER

12. DEPARTURE FROM SC POLICIES AND GUIDELINES
13. DOCUMENTS AVAILABLE FOR INSPECTION


Table 1

Date of Investment
Cost of Investment
(RM’000)
19 February 1997
18,133

Table 2

The direct and indirect shareholdings of the directors and substantial shareholders of UMFlour as at
31 August 2004 are as follows:


Directors &
Substantial Shareholders
Direct
Indirect
No. of
shares held

(‘000)
%
No. of
shares held
(‘000)
%
Directors
Mohd Redza Shah bin Abdul Wahid
-
-
-
-
Chew Choo Han
-
-
-
-
Chew Soo Eng
-
-
10,800
30
Shaharul Farez Bin Hassan
-
-
-
-
Chew Soo Lin
-
-
-
-
Koe Eng Chuan
-
-
-
-
Chew Kah Soon
-
-
10,800
30
Lim Teck Gum
-
-
-
-
Substantial Shareholders
Tau Meng Investment Pte Ltd
9,000
25
-
-
Kangjeng Biskut Sdn Bhd
10,800
30
-
-
TCB
16,200
45
-
-


Table 3

The direct and indirect shareholdings of the directors and substantial shareholders of TCB as at
31 August 2004 are as follows:



Directors &
Substantial Shareholders
Direct
Indirect
No. of
shares held
%
No. of
shares held
%
Directors
Dato’ Seri Megat Najmuddin bin Datuk Seri Dr Haji Megat Khas
-
-
-
-
Datu Haji Hamzah bin Haji Drahman
33,000
0.005
-
-
Tan Sri Datuk Amar (Dr) Hamid bin Bugo
65,500
0.01
-
-
Dato’ Baharuddin bin Musa
-
-
-
-
Dato’ Abdullah bin Mohd Yusof
-
-
-
-
Datuk Mohd Kamil bin Jamil
-
-
-
-
Encik Abdul Jabbar bin Abdul Majid
-
-
-
-
Encik Tham Jooi Loon
-
-
-
-
Dato’ Syed Fahkri Barakbah bin Tun Syed Sheh Barakbah
-
-
-
-
Substantial Shareholders
Perspective Lane (M) Sdn Bhd
199,301,616
31.99
-
-



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