Take-Overs & Mergers (Paragraph/Rule 9.19 (47A))

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“).

Reference is made to the Offer Document which sets out the terms and conditions of the Offer, the press notice dated 11 April 2023 in relation to the Revised BNM Conditions, the press notice dated 18 May 2023 in relation to the Extended Closing Date up to 12 June 2023, and the press notice dated 22 May 2023 in relation to the Offer becoming unconditional (“Press Notices“).

The Board of Directors of BHB wishes to announce that BHB has received a press notice from UOB Kay Hian Securities (M) Sdn Bhd (“UOBKH“), on behalf of the Offeror, informing on the following:-

1. CLOSING DATE 

On behalf of the Offeror, UOBKH wishes to inform that the Offer has closed at 5.00 p.m. (Malaysian time) on Monday, 12 June 2023 (“Closing Date”).

The level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) as at 12 June 2023 is set out in Appendix I of the attached press notice.

2. SUSPENSION AND DE-LISTING OF BHB

As stated in the Press Notices, the Offeror has received valid acceptance, together with such BHB Shares that are already acquired, held or entitled to be acquired or held by the Offeror, which resulted in the Offeror holding 90% or more of the listed shares in BHB.

In view of the above and as the Offeror does not intend to maintain the listing status of BHB, Bursa Securities shall suspend the trading in the BHB Shares immediately upon the expiry of 5 market days from the Closing Date. In this regard, Bursa Securities will suspend the trading of BHB Shares commencing from Tuesday, 20 June 2023, being 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, the BHB Shares will no longer be traded on the Main Market of Bursa Securities.

3. COMPULSORY ACQUISITION UNDER SUBSECTION 222(1) OF THE CMSA

On behalf of the Offeror, we further wish to inform that based on the level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) as at 12 June 2023, the Offeror has received valid acceptances in respect of the Offer resulting in the Offeror holding not less than nine-tenths (9/10) in the value of all the BHB Shares (excluding shares already held by the Offeror and person(s) acting in concert with it as at the date of the Offer). Accordingly, the Offeror is entitled to, and will, invoke the provisions of subsection 222(1) of the CMSA to compulsorily acquire any remaining Offer Shares for which acceptances have not been received under the Offer.

Accordingly, the Offeror will issue a compulsory acquisition notice under subsection 222(1) of the CMSA to all Dissenting Holders in due course. All the Holders of these Offer Shares will be paid in cash for the Offer Shares compulsorily acquired. The consideration for the Offer Shares under this compulsory acquisition will, subject to subsection 224(1) of the CMSA, be equivalent to the Offer Price and on the same terms set out in the Offer Document.

Please refer to the attached press notice for further information.

This announcement is dated 12 June 2023.