PETALING JAYA: In a significant corporate move, a consortium that includes Noble Pinnacle (Holding) Sdn Bhd (NPH) and three other individuals has launched an unconditional mandatory takeover offer for all remaining shares of Vestland Bhd
(VLB).
The offer was triggered after the consortium’s collective stake crossed a critical threshold, obliging them to make a buyout offer to other shareholders.
The consortium comprises Noble Pinnacle (Holding) Sdn Bhd (NPH), Datuk Soo Sze Ching, Datuk Liew Foo Heen, and Wong Sai Kit.
Their concert party relationship was established upon signing a shareholders’ agreement on Sept 30.
Simultaneously, NPH acquired approximately 3.25% of VLB shares from Liew and Wong via direct business transactions.
Following these acquisitions, the purchasers now collectively hold approximately 70.92% of the total equity interest in VLB.
In accordance with Malaysian securities law, this necessitates a mandatory offer for the remaining shares, with the offer to acquire all remaining VLB shares not already owned by the consortium at a cash consideration of 34 sen per share.
A key point for shareholders is that the offer is unconditional.
As stated in VLB’s filing with Bursa Malaysia, this is because the joint offerors and persons acting in concert collectively hold more than 50% of voting shares or voting rights in VLB, which means the offer is not subject to a minimum acceptance level.
The joint offerors have confirmed they possess the financial resources to satisfy full acceptance of the offer.
Of interest, the consortium has expressed its intention to maintain VLB’s listing status on the ACE Market.
The offer will remain open for acceptances for at least 21 days from the posting date of the detailed offer document.
Furthermore, the offer price of 34 sen per share is the same price paid by NPH in the recent acquisitions that triggered the mandatory offer.
The filing confirmed that the joint offerors and the persons acting in concert with them have not acquired any VLB shares above the offer price within the six months prior to the commencement of the offer period.
This provides a benchmark for shareholders assessing the fairness of the offer.
