Epicon To Acquire 60 Pct Stakes In Rantau Urusan, LPB Construction For RM543.16 Mln

KUALA LUMPUR, July 14 (Bernama) -- Epicon Bhd has entered into a conditional share sale agreement with  Lagenda Properties Bhd to acquire a 60 per cent stake in Rantau Urusan (M) Sdn Bhd and LPB Construction Sdn Bhd (the target companies) for RM543.16 million. 

In a filing with Bursa Malaysia, the company said the acquisitions will be satisfied via the issuance of 1.86 billion shares in Epicon at an issue price of 13 sen per consideration share and 1.35 billion redeemable convertible preference shares - Class A (RCPS A) at an issue price of 13 sen per RCPS A.

Under the agreement, the company said Lagenda has agreed to grant Epicon an irrevocable right to require Lagenda to sell up to the remaining 400,000 shares in Rantau Urusan and 300,000 shares in LPB Construction, representing up to a 40 per cent equity interest in the target companies for RM362.11 million.

In addition, Epicon is proposing to undertake a private placement of 240 million Epicon shares at an issue price of 13 sen per placement share to identified third-party investors, as well as amendments to its constitution to facilitate the issuance and allotment of the consideration RCPS A and the option consideration RCPS A.

In conjunction with the agreement, Doh Properties Sdn Bhd and Lagenda Properties Bhd, together with their respective persons acting in concert (PACs), are proposing to seek an exemption under subparagraph 4.08(1) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia from the obligation to undertake mandatory take-over offers (MGOs).

Epicon said Doh Properties Sdn Bhd and its PACs are seeking an exemption from undertaking an MGO for the remaining Epicon shares not already owned by Doh Properties and its PACs upon the full conversion of 233 million redeemable convertible preference shares in Epicon held by Doh Properties. 

Lagenda Properties and its PACs are seeking an exemption from undertaking an MGO for the remaining Epicon shares not already owned by them following the acquisitions. 

Meanwhile, in a separate filing, Lagenda Properties said the agreement comprised the proposed disposal of 600,000 shares in Rantau Urusan, representing 60 per cent equity interest in Rantau Urusan, to Epicon for RM280.15 million. 

It said Epicon will also acquire a 60 per cent equity interest in LPB Construction for RM263.01 million.

The filing also stated that Lagenda had granted Epicon an irrevocable right to purchase the remaining 400,000 Rantau Urusan shares and 300,000 LPB Construction shares, representing up to a 40 per cent equity interest in the target companies for RM362.11 million. 

-- BERNAMA