KUALA LUMPUR: Ajinomoto (Malaysia) Bhd
’s (AMB) board of directors has resolved to table the selective capital reduction and repayment (SCR) exercise proposed by controlling shareholder Ajinomoto Co, Inc (Ajico) to disinterested shareholders at an extraordinary general meeting (EGM) for their consideration and approval.
The food seasoning manufacturer said the board, save for interested directors, has decided to accept the proposal letter from Ajico to privatise AMB by way of the proposed SCR after deliberating on the letter’s contents and considering the advice of independent adviser RHB Investment Bank Bhd.
Ajico and the interested directors will abstain from voting at the EGM and will ensure that persons connected with them will abstain from voting, the company said in a filing with Bursa Malaysia today.
The proposed SCR entails a capital reduction and repayment in cash of RM603.41 million, representing a capital repayment of RM20 for each AMB share held by the entitled shareholders on the entitlement date to be determined and announced later by the board.
Ajico will not be entitled to the capital repayment pursuant to the proposed SCR.
"On completion of the proposed SCR, Ajico will continue to hold the remaining 30.62 million AMB shares that are not cancelled pursuant to the exercise, resulting in AMB becoming a wholly-owned subsidiary of Ajico.
"Ajico has indicated that it does not intend to maintain the listing status of the company on the Main Market of Bursa Malaysia Securities Bhd following completion of the proposed SCR,” it said.
Accordingly, Ajico will request AMB to submit an application to Bursa Malaysia Securities to delist the company and withdraw its listing status on completion.
AMB said the proposed SCR provides an opportunity for the entitled shareholders to exit and realise their holdings in AMB, taking into consideration the low trading liquidity of the company’s shares, the opportunity to realise their holdings at a premium to the market price and the minimal benefit from maintaining its listing status.
Barring any unforeseen circumstances and subject to all relevant approvals being obtained, the proposed SCR is expected to be completed in the first quarter of calendar year 2027. - Bernama
