Public Shareholdings Spread

Unless otherwise stated, all abbreviations used herein shall have the same meaning as defined in the offer document in relation to the Offer dated 23 March 2023 (“Offer Document“). 

We refer to the Offer Document dated 23 March 2023 which sets out the terms and conditions of the Offer, and the announcement dated 13 April 2023 in relation to the press notice informing on the Revised BNM Conditions.

We wish to inform that based on the record of depositors of BHB as at 13 April 2023, the shareholding of LTAT (being the Offeror) in BHB stood at 75.05% of the total issued shares of BHB as at 13 April 2023. As a result, the public shareholding spread of BHB as at 13 April 2023 is 24.77%, computed based on the information on equity structure prescribed in Appendix 8E of the Listing Requirements. Accordingly, BHB does not comply with the minimum public shareholding spread requirement of 25% pursuant to Paragraph 8.02(1) of the Listing Requirements which stipulates that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders (“Public Spread Requirement“).

For information purposes, the shortfall in the public shareholding spread was a direct consequence of the acquisition of ordinary shares of BHB by the Offeror from the open market since 3 March 2023 and valid acceptances received in relation to the Offer. The shortfall may increase further in the event the Offeror continues to acquire BHB Shares from the open market and additional valid acceptances to be received in relation to the Offer until the offer is closed for acceptances on 22 May 2023 by 5.00 p.m. (Malaysian time) or at a later date that may be announced.

As stated in the Offer Document, “the Offeror does not intend to maintain the listing status of BHB. As such, the Offeror will not be taking any steps to address any shortfall in the public shareholding spread of BHB in the event BHB does not meet the Public Spread Requirement after the Closing Date.

In relation to a take-over offer for the acquisition of the listed shares of a listed issuer pursuant to the Rules, upon 90% or more of the listed shares (excluding treasury shares) of the said listed issuer being held by a shareholder either individually or jointly with associates of the shareholder, an immediate announcement must be made by the listed issuer pursuant to paragraph 9.19(48) of the Listing Requirements. Upon such immediate announcement, Bursa Securities shall, in the case where the listed issuer does not intend to maintain the listing status, suspend the trading in the listed issuer’s securities immediately upon the expiry of 5 market days from the close of the offer period, in accordance with paragraph 16.02(3) of the Listing Requirements.

As the Offeror does not intend to maintain the listing status of BHB, in the event that the Offeror receives valid acceptance resulting in 90% or more of the listed shares in BHB being held by the Offeror either individually or jointly with its associate(s), an immediate announcement will be made by BHB. Upon such announcement, Bursa Securities shall suspend the trading in BHB Shares immediately upon the expiry of 5 market days from the Closing Date. Thereafter, the Offeror will procure BHB to take the requisite steps to withdraw its listing status from the Official List of Bursa Securities, in accordance with paragraph 16.07 of the Listing Requirements. Accordingly, if BHB is delisted from the Official List of Bursa Securities as a consequence of 90% or more of the listed shares of BHB being held by the Offeror either individually or jointly with its associate(s), the BHB Shares will no longer be traded on the Main Market of Bursa Securities.”

Premise on the above and in view that the Offer shall remain open up till the Closing Date (unless otherwise extended), no plan has yet been formulated to rectify the shortfall in the Public Spread Requirement and there shall not be any steps taken to do so until the expiry of the Closing Date (unless otherwise extended). If required, the Board of Directors of BHB, may together with the Offeror, explore various options to rectify the shortfall in the Public Spread Requirement at a later stage after the Closing Date (unless otherwise extended).

This announcement is dated 17 April 2023.