Press Release - wholly-unconditional

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FOR IMMEDIATE RELEASE
Date: 25 November 2013
To:
Attention:
Securities Commission
Bursa Malaysia Securities Berhad
lRlS Corporation Berhad
Versatile Creative Berhad
Berita Harian
Utusan Malaysia & Utusan Melayu
YBhg. Datuk Ranjit Ajit Singh
Mr. lnderjit Singh
YBhg. Datuk Tan Say Jim
Mr Leom Chit Deln @ Lim Jit Teng
En. Ahmad Zaini Kamarulzaman
En. Mowardi Mahmud
Mr. Risen Jayaseelan
Pn. Salbiah Said
En. Mustapha Kamil
Mr. M Shanmugam
En. Halim Wahab
Mr. Toh Lye Huat
Ms. Tong Siok Ching
Ms. Low Sow Wan
Ms. Loh Yee Wei
Star
Bernama
The
The New Straits Time Press (M)
The Edge Financial Daily
The Malaysian Reserve
The Sun
Bhd
Bhd
(Malaysia)
Nanyang Siang Pau Sdn
Sin Chew Jit Poh
China Press
Fax No.:
03- 6201 5158
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coNDlTloNAL TAKE-OVER OFFER BY tRtS HEALTHCARE SDN BHD (,,|HSB"), A WHOLLY-OWNED
SUBSIDIARY OF IRIS CORPORATION BERHAD, VERSATILE CREDIT & LEASING SDN BHD
("vcLsB"), DATUK TAN SAY JtM ("DATUK TAN") AND DATO', LEE KWEE HIANG ("DATO', LEE")
(IHSB, VCLSB, DATUK TAN AND DATO' LEE COLLECTIVELY REFERRED TO AS THE "JOINT
oFFERORS")THROUGH M|DF AMANAH TNVESTMENT BANK BERHAD (,,M|DF TNVESTMENT") TO
ACQUIRE ALL THE REMAINING ORDINARY SHARES OF RM1.OO EACH IN VERSATILE CREATIVE
BERHAD ("VCB") NOT ALREADY OWNED BY THE JOINT OFFERORS (',OFFER SHARE(S)") FOR A
cAsH oFFER PRTCE OF RM0.50 pER OFFER SHARE (,,OFFER")
We refer to the following which were issued by MIDF lnvestment on behalf of the Joint Offerors:
(i)
(i¡)
(¡ii)
(iv)
the notice of the Offer dated 23 September 2013 served on the Board of Directors of VCB;
the offer document for the Offer dated 14 October 2013 ("Offer Document");
the notice dated 31 October 2013 in relation to the extension of the closing date and time for
acceptance of the Offer to 5.00 p.m. on Monday, 18 Novembet 2013 ("Extension of Time"); and
the notice dated 14 November 2013 in relation to the extension of the closing date and time for
acceptance of the Offer to 5.00 p.m. on Monday, 2 December 2013 ("Second Extension of
Time").
Unless othenrvise stated, the words and abbreviations used herein shall have the same meaning as defined
in the Offer Document and the aforesaid notices.
As set out in Section 2.2 of the Offer Document, the Offer is conditional upon the following:
(i)
(ii)
(iii)
Acceptance Condition;
the approval of shareholders of ICB at an EGM to be convened; and
the approvals of the lenders of lCB.
ln relation thereto and on behalf of the Joint Offerors, MIDF lnvestment wishes to inform the holders of the
Offer Shares the following:
(i)
As at 5.00 p.m. (Malaysian time) on Monday, 25 November 2013, the Joint Offerors have received
valid acceptances from the holders of the Offer Shares for a total of 57,543,103 VCB Shares,
representing approximately 52.01% of the issued and paíd-up share capital of VCB, resulting in the
Joint Offerors holding in aggregate, together with such VCB Shares that are already held or entitled
to be acquired or held, more than 74.89% of the voting shares of VCB representing 82,862p62
VCB Shares; and
MIDF Amanah lnvestment Bank Berhad rzæze.xr
(Bank Pelaburan)
(A Parlicipaling Organisation of Bursa Malaysia Securities Berhad)
Level 8, 9, 1 0, 1 1 & 1 2, Menara MIDF, 82 Jalan Raja Chulan,
50200 Kuala Lumpur. MALAYSIA.
Telephone : 603-2173 8888 Facsimile :603-2173 8777 wìvw.midf.com.my
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(ii)
the approval of shareholders of ICB on the Offer has been obtained at the Extraordinary General
Meeting of ICB held on 25 November 2013. On 30 October 2013, MIDF lnvestment, on behalf of
ICB had announced that the approvals of the lenders of ICB for the Offer have been obtained.
Accordingly, the Offer has become wholly-unconditional as of Monday, 25 November 2013 ("Unconditional
Date").
Pursuant to Section 25(3) of the Code and in accordance with the terms and conditions as set out in the
Offer Document, the Joint Offerors shall keep the Offer open for acceptances for at least fourteen (14) days
from the Unconditional Date.
ln relation thereto, on behalf of the Joint Offerors, MIDF lnvestment wishes to inform that the closing date
and time for acceptance of the Offer have been extended from 5.00 p.m. (Malaysian time) on Monday, 2
December 2013 to 5.00 p.m. (Malaysian time) on Friday, 13 December 2013 ("Final Closing Date"),
being eighteen (18) days from the Unconditional Date. Notice of the said extension will be posted to the
holders of the Offer Shares accordingly (including the holders of the Offer Shares who have accepted the
Offer).
Save for the Final Closing Date, all other details, terms and conditions of the Offer remain unchanged.
Holders of the Offer Shares who wish to accept the Offer are advised to refer to the Offer Document for the
details, terms and conditions of the Offer and the procedures for acceptance of the Offer as well as the
lndependentAdvice Circular issued by Kenanga lnvestment Bank Berhad daled24 October2013.
As stated in the Offer Document, the Joint Offerors do not intend to maintain the listing status of VCB and
the Joint Offerors do not intend to take any step to address the shortfall in the public shareholding spread of
VCB. The Joint Offerors will procure VCB to take the requisite steps to withdraw its listing status from the
Official List of Bursa Securities in accordance with the Listing Requirements.
The settlement of the Offer Shares will be effected via remittance in the form of cheque(s), banke/s draft(s)
or cashie/s orde(s) which will be despatched by ordinary mail to the Accepting Holders (or their designated
agents, as they may direct) at the Accepting Holders' registered Malaysian address last maintained with
Bursa Depository at their own risk, within ten (10) days from:
(i)
(ii)
25 November 2Q13, being the date the Offer becomes or is declared wholly unconditional, if the
valid acceptances are received during the period when the Offer is stillconditional; or
the date of the valid acceptances, if the valid acceptances are received during the period after the
Offer is or has become or has been declared wholly unconditional.
The level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on 25 November 2013 is set
out in the Appendix of this press notice.
Yours faithfully
for and on behalf of
MIDF Amanah lnvestment Bank Berhad
Yong
Corporate Finance
lft,ft
Siti Masleeza Sheikh Othman
Assistant Vice President
Corporate Finance
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APPENDIX
% of total issued
and paid-up
share caoital
(a)
Offer Shares for which acceptances of the Offer (which
are complete and valid in all respects) have been
received by the Joint Offerors after the posting of the
Offer Document on 14 October 2013 ("Posting Date")
57,543,103
52.01
27,540,521
24.89
85,083,624
76.90
1,951,700
1.76
87,035,324
78.66
up to 5.00 p.m. (Malaysian time) on 25 November 2013
(b)
Shares held by the Joint Offerors as at the Posting
Date
(c)
Offer Shares agreed to be acquired by the Joint
Offerors (other than by way of acceptances of the
Offer) after the Posting Date up to 5.00 p.m. (Malaysian
time) on 25 November2013
(d)
(e)
Offer Shares acquired by the Joint Offerors (other than
by way of acceptances of the Offer) after the Posting
Date up to 5.00 p.m. (Malaysian time) on 25 November
2013
Offer Shares received by the Joint Offerors (which are
subject to verification) after the Posting Date up to
5.00 p.m. (Malaysian time) on 25 November2013
Note:
(1)
Easedon issued and paid-up sharc capital of 110,643,081
of
'vcB(1)
No. ofVCB Shares