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Transactions (Chapter 10 Of Listing Requirements) : Non Related Party Transactions

BackOct 27, 2016
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description

REACH ENERGY BERHAD ("REACH ENERGY" OR "COMPANY") PROPOSED ACQUISITION BY REACH ENERGY VENTURES SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF REACH ENERGY OF 60% EQUITY INTEREST IN PALAEONTOL B.V., A WHOLLY-OWNED SUBSIDIARY OF PALAEONTOL COOPERATIEF U.A. WHICH IN TURN IS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF MIE HOLDINGS CORPORATION ("MIEH") AND 60% OF THE SHAREHOLDER LOANS FROM MIEH FOR A TOTAL CASH CONSIDERATION OF USD154,889,000, SUBJECT TO ADJUSTMENTS ("PROPOSED ACQUISITION")

We refer to the Company’s announcements dated 5 March 2016, 18 March 2016, 11 April 2016, 12 April 2016, 24 May 2016, 20 June 2016, 4 July 2016, 19 July 2016, 24 August 2016, 5 September 2016, 7 October 2016 and 12 October 2016 in relation to the Proposed Acquisition (“Announcements”). Unless otherwise stated, all abbreviations used herein shall have the same meanings as those used in the Announcements.

On behalf of the Board, HLIB and Maybank IB wish to announce that Reach Energy, had on 27 October 2016, received a letter from MIEH, whereby MIEH has waived its rights to terminate the SPA pursuant to the SPA Amendment No.1 (as amended by SPA Amendment No.2) in relation to the extension of the Longstop Date (“Waiver Letter”).

In connection with the Waiver Letter, the following conditions to the extension of the Longstop Date until 10 November 2016 pursuant to the SPA Amendment No. 2, shall immediately cease and have no effect:

1. MIEH shall be entitled to terminate the SPA by written notice to Reach Energy in the event that it is not satisfied with the progress of the issuance of the Company’s Circular or if MIEH is not satisfied with the progress towards the convening of the Company's EGM for approval of the Proposed Acquisition.

2. The last date on which MIEH may exercise its right to terminate the SPA shall be on the date falling four (4) clear Business Days prior to the Company’s EGM for approval of the Proposed Acquisition. 

However, except for the waiver of the above conditions pursuant to the Waiver Letter, the SPA and the SPA Amendment No. 1 (as amended by SPA Amendment No. 2) will remain in full force and effect. MIEH therefore retains its rights under Clause 4.5 of the SPA to give notice to Reach Energy that it wishes to terminate the SPA in the event that the Proposed Acquisition is not approved by the shareholders of the Company on or prior to the Longstop Date.

The Waiver Letter will be available for inspection at the registered office of the Company at Level 8, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

 

This announcement is dated 27 October 2016.




Announcement Info

Company Name REACH ENERGY BERHAD
Stock Name REACH
Date Announced 27 Oct 2016
Category General Announcement for PLC
Reference Number GA1-27102016-00075

Reach Energy was incorporated in Malaysia under the Companies Act 1965 as a private limited company on 7 February 2013 under the name of Reach Energy Sdn Bhd. On 2 August 2013 our company converted into a public company and was renamed as Reach Energy Berhad.



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