THIS OFFER DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer (as defined herein), you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred all your Offer Shares (as defined herein), you should at once hand this Offer Document and the accompanying Form of Acceptance and Transfer immediately to the purchaser or to the stockbroker or agent through whom you effected the sale or transfer for transmission to the purchaser or transferee. The Securities Commission ( SC ) takes no responsibility for the contents of this Offer Document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Offer Document. Pursuant to Section 13(5) of the n Code on Take-Overs and Mergers, 1998, the SC has granted its consent to the contents of this Offer Document. Such consent however shall not be taken to indicate that the SC recommends the Offer. UNCONDITIONAL TAKE-OVER OFFER BY IJM CORPORATION BERHAD (Company No. 104131-A) (Incorporated in under the Companies Act, 1965) THROUGH Commerce International Merchant Bankers Berhad (Company Number 18417-M) (Incorporated in under the Companies Act, 1965) TO ACQUIRE (I) (II) THE REMAINING 50,341,920 ORDINARY SHARES OF RM1.00 EACH ( ICP SHARES ) IN INDUSTRIAL CONCRETE PRODUCTS BERHAD ( ICP ) REPRESENTING 47.65% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF ICP AS AT 4 JUNE 2004 NOT ALREADY OWNED BY IJM CORPORATION BERHAD; AND SUCH NUMBER OF NEW ICP SHARES THAT MAY BE ISSUED BY ICP FROM THE EXERCISE OF ANY OUTSTANDING OPTIONS GRANTED UNDER ICP S EMPLOYEES SHARE OPTION SCHEME FOR A CASH PAYMENT OF RM2.80 PER ICP SHARE Acceptances must be received by 5.00 p.m. (n time) on 1 July 2004, being the closing date of the Offer or such later date(s) as may be announced. The procedures for acceptance are set out in Appendix III of this Offer Document. The Form of Acceptance and Transfer is enclosed with this Offer Document. This Offer Document is dated 10 June 2004
DEFINITIONS The following definitions shall apply throughout this Offer Document and the accompanying Form of Acceptance and Transfer unless the context requires otherwise: Acquisition : Acquisition of 33,540,080 and 415,000 ICP Shares, representing a total of 32.41% of the equity interest in ICP as at 6 May 2004 by IJM from the Vendors for a total cash consideration of RM95,074,224 or RM2.80 per ICP Share, which was completed on 12 May 2004 Act : Companies Act, 1965 as amended from time to time and any re-enactment thereof ADA : Authorised Depository Agent, a person or body of persons appointed by BMD, which may include Bursa, clearing house of Bursa, member companies of Bursa, banks licensed under the Islamic Banking Act, 1983, banks, merchant banks or finance companies licensed under the Banking and Financial Institutions Act, 1989, banks established under an Act of Parliament, or a body corporate prescribed under the SICDA ADM : Authorised Direct Member, a person or body of persons appointed by BMD which may include banks licensed under the Islamic Banking Act, 1983, banks, merchant banks or finance companies licensed under the Banking and Financial Institutions Act, 1989, banks established under an Act of Parliament, approved unit trust fund management companies, asset management companies possessing valid licenses, statutory bodies established under an Act of Parliament, an insurer as defined in the Insurance Act, 1963 and approved bodies corporate BMD : Bursa Depository Sdn Bhd (formerly known as n Central Depository Sdn Bhd) Board of ICP : Board of Directors of ICP Bursa : Bursa Securities Berhad (formerly known as Securities Exchange Berhad) CDS : Central Depository System CIMB : Commerce International Merchant Bankers Berhad Closing Date : First Closing Date or in the event that the Offer is revised or extended in accordance with the Code and the terms and conditions of this Offer Document, such other revised or extended closing date as may be announced by CIMB on behalf of IJM Code : n Code on Take-Overs and Mergers, 1998 as amended from time to time and any re-enactment thereof EGM : Extraordinary General Meeting EPS : Earnings per share ESOS : Employees share option scheme of ICP for the grant of options to the eligible employees of the ICP Group to subscribe for up to ten percent (10%) of the total issued and paid-up share capital of ICP FIC : Foreign Investment Committee i
DEFINITIONS (Cont d) First Closing Date : By 5.00 p.m. (n time) on 1 July 2004, being 21 days from the date of posting of this Offer Document HIMB : Hume Industries () Berhad Holder(s) : Holder(s) of the Offer Shares ICP : Industrial Concrete Products Berhad ICP Group : ICP and its subsidiaries ICP Share(s) : Ordinary share(s) of RM1.00 each in ICP IJM or Offeror : IJM Corporation Berhad IJM Group : IJM and its subsidiaries IJM Share(s) : Ordinary share(s) of RM1.00 each in IJM Listing Requirements : Listing Requirements of Bursa, and any amendment made thereto from time to time LPD : 4 June 2004, being the latest practicable date prior to the posting of this Offer Document MI : Minority interests MRP : n Rock Products Sdn Bhd Non-resident Holder(s) : Holder(s) (including without limitation, custodians, nominees and trustees) who are citizens or nationals of, or residents in, or have registered addresses in jurisdictions outside, or incorporated or registered with, or approved by any authority outside Notice : Notice of Offer dated 6 May 2004 NTA : Net tangible assets Offer : Unconditional take-over offer by IJM through CIMB to acquire the Offer Shares at the Offer Price from the Holders, upon the terms and conditions as contained in this Offer Document, including any revision or extension thereof Offer Document : Document dated 10 June 2004 which outlines the details of the Offer together with the Form of Acceptance and Transfer Offer Period : Period commencing from 6 May 2004, being the date of announcement of the signing of the SPA, until the First Closing Date or the date the Offer is withdrawn or extended with the consent of the SC, if this date is later than the First Closing Date Offer Price : Cash offer price of RM2.80 per Offer Share Offer Share(s) : (i) Remaining 50,341,920 ICP Shares not already owned by IJM, representing 47.65% of the issued and paid-up share capital of ICP as at 4 June 2004; and (ii) up to 1,609,000 new ICP Shares that may be issued from the exercise of any outstanding options, granted under the ESOS, as at 4 June 2004 and any new ICP Shares that may be issued up to the First Closing Date from the exercise of any further options that may be granted after 4 June 2004 ii
DEFINITIONS (Cont d) Proposed Disposal : Proposed disposal by IJM of 100% equity interest in MRP to ICP for a sale consideration of RM110 million to be satisfied by the issuance of 39,285,714 new ICP Shares at RM2.80 each Relevant Day : Market day following the day on which the Offer is closed, revised or extended SC : Securities Commission SCA : Securities Commission Act, 1993 as amended from time to time and any reenactment thereof SICDA : Securities Industry (Central Depositories) Act, 1991 of as amended from time to time and any re-enactment thereof SPA : Unconditional Sale and Purchase Agreement dated 6 May 2004 in relation to the Acquisition Vendors : HIMB and Hume Plastics () Sdn Bhd WAP : Weighted average market price Arg$ : Argentine Pesos AU$ : Australian Dollar Ch$ : Chilean Pesos HK$ : Hong Kong Dollar RM and sen : Ringgit and sen respectively Rs : Indian Rupee S$ : Singapore Dollar US$ : United States Dollar Words denoting the singular shall include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine gender. References to persons shall include corporations. All references to dates and times in this Offer Document refer to n dates and times. iii
CONTENTS EXECUTIVE SUMMARY OF THE OFFER PAGE v LETTER FROM CIMB CONTAINING: 1. INTRODUCTION... 1 2. TERMS AND CONDITIONS OF THE OFFER... 2 3. RATIONALE FOR THE OFFER... 3 4. FINANCIAL RESOURCES OF IJM... 4 5. LISTING STATUS OF ICP/COMPULSORY ACQUSIITION... 4 6. FUTURE OF ICP AND ITS EMPLOYEES... 5 7. FINANCIAL CONSIDERATIONS... 6 8. BACKGROUND INFORMATION ON IJM AND ICP...7 9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS... 7 10. FURTHER INFORMATION... 8 APPENDICES I NOTICE OF THE OFFER DATED 6 MAY 2004... 9 II OTHER TERMS AND CONDITIONS OF THE OFFER... 15 III PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT... 17 IV INFORMATION ON IJM... 21 V INFORMATION ON ICP... 34 VI DETAILS OF THE PROPOSED DISPOSAL... 41 VII ADDITIONAL INFORMATION... 45 FORM OF ACCEPTANCE AND TRANSFER ENCLOSED iv
EXECUTIVE SUMMARY OF THE OFFER This Executive Summary of the Offer should be read in conjunction with the full text of this Offer Document. The aim of this Executive Summary is to provide a brief summary of the terms of the Offer, as set out below: (i) Each Holder is offered a cash payment of RM2.80 per Offer Share. This gives rise to the following premiums: (a) (b) (c) (d) (e) Last traded market price of ICP Shares on 4 June 2004, being the LPD Last traded market price of ICP Shares on 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Five (5)-day WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Three (3)-month WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice One (1)-year WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Premium - RM2.71 RM0.09 3.32% - RM2.65 RM0.15 5.66% - RM2.61 RM0.19 7.28% - RM2.50 RM0.30 12.00% - RM2.43 RM0.37 15.23% (f) Audited consolidated NTA per share of ICP as at 30 June 2003 - RM1.86 RM0.94 50.54% (ii) (iii) (iv) (v) (vi) (vii) Since the serving of the Notice, the market price of ICP Shares has increased from RM2.65 per ICP Share (as at 6 May 2004, being the last trading day prior to the announcement of the Notice) to RM2.71 per ICP Share as at 4 June 2004, being the LPD. The Offer provides an opportunity for Holders to dispose their ICP Shares for cash at no less than the highest price of RM2.80 paid by IJM during the six (6) months prior to the Offer Period. The Offer Price also represents a net price earnings multiple of 18.8 times based on the net EPS of ICP of 14.89 sen for the financial year ended 30 June 2003. As the current shareholding of IJM in ICP of 52.35% as at the LPD has already exceeded 50% of the issued and paid-up share capital of ICP, the Offer is unconditional as to acceptances. As at the LPD, IJM has not received any irrevocable undertaking from any Holder to accept the Offer in respect of that Holder s shareholdings in ICP. Details of the terms and conditions of the Offer can be found in Section 2 and Appendix II of this Offer Document. It is the intention of IJM to maintain the listing status of ICP. IJM will rectify the shareholding spread requirement of ICP, if necessary, within three (3) months from the Closing Date or such other time as approved by the authority. IJM will not invoke the provisions of Section 34 of the SCA to compulsorily acquire any outstanding Offer Shares for which acceptances have not been received even if acceptances are received for not less than ninetenths in nominal value of the Offer Shares. (viii) The current foreseeable future plans of IJM for the ICP Group following the Offer are summarised below: (a) (b) Besides the Proposed Disposal which was announced on 6 May 2004, IJM intends to set the future strategic direction of the ICP Group to enable it to expand its operations into high growth international markets such as China, India and the Middle East; IJM does not intend to sell or dispose any major assets of the ICP Group or undertake any major redeployment of the fixed assets of the ICP Group except where such sale or re-deployment is necessary in connection with the integration of the businesses and operations of ICP and MRP; and v
(c) IJM does not intend to terminate the employees of the ICP Group by way of a retrenchment exercise in the immediate six (6) months from the date of this Offer Document. (ix) (x) (xi) (xii) (xiii) (xiv) The Offer may not be withdrawn by IJM unless prior written approval of the SC has been obtained. It is the intention of IJM to close the offer on the First Closing Date and IJM does not intend to revise or extend the Offer. Acceptances received from Holders shall be irrevocable unless IJM fails to announce on the Relevant Day in respect of the acceptances which have been received. IJM confirms that the Offer would not fail due to insufficiency of financial capability and that every accepting Holder will be paid in full. Save for Lim Yong Keat, other directors of ICP with direct and indirect equity interests in ICP have declared that they wish to retain their investments in ICP and therefore will not accept the Offer. Lim Yong Keat has indicated that he may accept the Offer for part of his direct and indirect shareholdings in ICP. A tentative timetable for the Offer is set out below: Event Date Posting of the Offer Document 10 June 2004 Last day for the issuance of the Independent Advice Circular to Holders 20 June 2004 First Closing Date *1 1 July 2004 Note: *1 The Offer will be kept open for acceptances for 21 days from the date of posting of this Offer Document, i.e. until 5.00 p.m. on 1 July 2004. HOLDERS ARE ADVISED TO READ THE CONTENTS OF THIS OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR AND TO CONSIDER THE RECOMMENDATIONS OF THE INDEPENDENT ADVISER CAREFULLY PRIOR TO MAKING ANY DECISION. NON- RESIDENT HOLDERS ARE ALSO REQUESTED TO REFER TO APPENDIX III OF THIS OFFER DOCUMENT. IF YOU INTEND TO ACCEPT THE OFFER, YOU SHOULD COMPLETE AND SIGN THE ACCOMPANYING FORM OF ACCEPTANCE AND TRANSFER IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. YOU DO NOT NEED TO TAKE ANY ACTION IF YOU DECIDE NOT TO ACCEPT THE OFFER. vi
Registered Office of IJM: Registered Office of CIMB: 2 nd Floor, Wisma IJM 7 th Floor, Bangunan CIMB Jalan Yong Shook Lin Jalan Semantan 46050 Petaling Jaya Damansara Heights Selangor Darul Ehsan 50490 Kuala Lumpur To : The shareholders of ICP Dear Sir/Madam, UNCONDITIONAL TAKE-OVER OFFER BY IJM THROUGH CIMB TO ACQUIRE: 10 June 2004 (I) (II) THE REMAINING 50,341,920 ICP SHARES REPRESENTING 47.65% OF THE ISSUED AND PAID- UP SHARE CAPITAL OF ICP AS AT 4 JUNE 2004 NOT ALREADY OWNED BY IJM; AND SUCH NUMBER OF NEW ICP SHARES THAT MAY BE ISSUED BY ICP FROM THE EXERCISE OF ANY OUTSTANDING OPTIONS GRANTED UNDER THE ESOS FOR A CASH PAYMENT OF RM2.80 PER ICP SHARE 1. INTRODUCTION 1.1 As at 6 May 2004, IJM was the registered and beneficial owner of 21,363,000 ICP Shares, representing 20.39% of the issued and paid-up share capital of ICP. On the same day, IJM entered into an unconditional sale and purchase agreement to acquire 33,540,080 and 415,000 ICP Shares, representing a total of 32.41% of the equity interest in ICP as at 6 May 2004, from the Vendors for a total cash consideration of RM95,074,224 or RM2.80 per ICP Share. Accordingly, IJM s equity interest in ICP would increase from 20.39% to 52.80% based on the issued and paid-up share capital of ICP as at 6 May 2004. 1.2 On 6 May 2004, CIMB served on behalf of IJM, the Notice on the Board of ICP informing it that IJM intends to carry out an unconditional take-over offer for the remaining ICP Shares and such number of new ICP Shares that may be issued by ICP pursuant to the exercise of any outstanding ESOS at a cash offer price of RM2.80 per Offer Share. The Notice is set out in Appendix I of this Offer Document. On 6 May 2004, ICP announced the receipt of the Notice. The purpose of this Offer Document is for IJM, through CIMB, to extend a formal offer to the Holders to acquire the Offer Shares from the Holders. 1.3 It was announced on 12 May 2004 that the Acquisition had been completed and ICP had become a subsidiary of IJM. As IJM holds more than 50.0% of the issued and paid-up share capital of ICP, the Offer would be unconditional as to acceptances. As such, pursuant to Section 6 of the Code, IJM will be obligated to undertake an unconditional take-over offer for the remaining voting shares in ICP not held by IJM. Prior to the signing of the sale and purchase agreement for the Acquisition, IJM had sought and obtained the approval of the Ministry of International Trade and Industry for the Acquisition and the Offer. 1
1.4 Section 33(3) of the SCA provides that the persons set out therein are deemed to be acting in concert unless the contrary is established. IJM wishes to state that there is no other person (including those who are deemed to be acting in concert with it pursuant to Section 33(3) of the SCA) who is acting in concert with IJM in relation to the Offer. 1.5 IJM is the Offeror. There is no ultimate offeror of the Offer. 1.6 As at the LPD, all approvals necessary for the Offer have been obtained. Accordingly, the Offer is not subject to the fulfilment of any condition. 1.7 Southern Investment Bank Berhad has been appointed as the Independent Adviser to the Offer by ICP on 6 May 2004, whose appointment was approved by the SC on 3 June 2004. Holders who are in doubt as to the action to be taken or who may require advice in relation to the Offer in the context of their individual objectives, financial situations and particular needs should consult their respective stockbrokers, bank managers, solicitors, accountants or other professional advisers accordingly. 1.8 The tentative timetable for the Offer is as follows: Event Date Posting of the Offer Document 10 June 2004 Last day for the issuance of the Independent Advice Circular to Holders 20 June 2004 First Closing Date *1 1 July 2004 Note: *1 The Offer will be kept open for acceptances for 21 days from the date of posting of this Offer Document, i.e. until 5.00 p.m. on 1 July 2004. THE PURPOSE OF THIS OFFER DOCUMENT IS TO EXTEND A FORMAL OFFER BY IJM, THROUGH CIMB, TO ACQUIRE THE OFFER SHARES. HOLDERS ARE ADVISED TO READ THIS OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR, WHICH WILL BE DESPATCHED TO SHAREHOLDERS BY ICP WITHIN 10 DAYS FROM THE DATE OF THIS OFFER DOCUMENT, AND TO CONSIDER THE RECOMMENDATIONS OF THE INDEPENDENT ADVISER CAREFULLY BEFORE MAKING ANY DECISION. NON-RESIDENT HOLDERS ARE ALSO REQUESTED TO REFER TO APPENDIX III OF THIS OFFER DOCUMENT. THE SC HAS GRANTED ITS CONSENT TO THIS OFFER DOCUMENT UNDER SECTION 13(5) OF THE CODE ON 9 JUNE 2004. HOWEVER, THE CLEARANCE OF THIS OFFER DOCUMENT BY THE SC SHALL NOT BE TAKEN THAT THE SC RECOMMENDS THE OFFER TO THE HOLDERS. ALL REFERENCES TO DATES AND TIMES IN THIS OFFER DOCUMENT REFER TO MALAYSIAN DATES AND TIMES. 2. TERMS AND CONDITIONS OF THE OFFER The terms and conditions of the Offer are, inter-alia, as follows: 2.1 Consideration The Offeror shall pay RM2.80 in cash for each Offer Share to all Holders who accept the Offer. Holders may accept the Offer in respect of all or part of their Offer Shares in multiples of 100 shares. Fractions of a sen will not be paid to the accepting Holder and entitlements to the cash payment will be rounded down to the nearest whole sen. Settlement of the Offer is expected to be made within 14 days from the date of receipt of the acceptance. 2
2.2 Condition The Offer is not subject to the fulfilment of any condition. 2.3 Duration of the Offer It is the intention of IJM to close the offer on the First Closing Date and IJM does not intend to revise or extend the Offer. Please refer to Appendix II of this Offer Document for further information on the other terms and conditions of the Offer and Appendix III for details on the procedures for accepting the Offer. 3. RATIONALE FOR THE OFFER 3.1 The Offer arises from the signing of the sale and purchase agreement in relation to the Acquisition on 6 May 2004, which resulted in the increase in the interests of IJM in ICP from 21,363,000 ICP Shares representing 20.39% of the issued and paid-up share capital of ICP as at 6 May 2004 to 55,318,080 ICP Shares representing 52.80% of the issued and paid-up share capital of ICP as at 6 May 2004. The Offer therefore provides an opportunity for Holders to dispose their ICP Shares for cash at no less than the highest price of RM2.80 paid by IJM during the six (6) months prior to the Offer Period, being the price per ICP Share paid for the Acquisition. 3.2 Prior to the Acquisition, ICP has three (3) major groups of shareholders, namely the Vendors, IJM, and Jurutama Holdings Sdn Bhd with equity interest of 32.41%, 20.39% and 10.67% respectively as at 6 May 2004. The above shareholding structure gave rise to some differences as to the future strategic direction of ICP Group in view of the differing interests and objectives of each of the above major shareholders. The Acquisition allows IJM to emerge as the controlling shareholder and set the strategic direction of the ICP Group. 3.3 Prior to the Acquisition, the main business of the IJM Group is construction while the core business of the ICP Group is the production and sale of concrete products. In view that the Acquisition is a vertical integration to IJM s construction business, IJM expects that after the Acquisition the IJM Group will have more flexible tendering strategies for construction projects. In addition, the Directors of IJM view the future prospects of ICP positively due to the improving outlook for the construction industry, especially in the international market. As part of IJM s plan in setting the future strategic direction of ICP, IJM and ICP will endeavour to expand ICP s operations into high growth international markets such as China, India and the Middle East. With the Acquisition, ICP is now a subsidiary of IJM and can therefore derive greater synergies from this relationship, for example, in the area of bulk purchasing of raw materials. In light of the above, the Directors of IJM expect the Acquisition to enhance the future earnings of the IJM Group. 3
4. FINANCIAL RESOURCES OF IJM The maximum consideration in cash payable by IJM for the Offer Shares, assuming all Holders accept the Offer, is RM151,894,176. The details are as follows: Offer Price RM Total consideration RM Remaining 50,341,920 ICP Shares not owned by IJM as at 4 June 2004 2.80 140,957,376 1,609,000 new ICP Shares that may be issued from the exercise of any outstanding options under the ESOS as at 4 June 2004 2,297,000 new ICP Shares that may be issued from the exercise of any further options that may be granted after 4 June 2004 2.80 4,505,200 2.80 6,431,600 151,894,176 IJM confirms that the Offer would not fail due to insufficient financial capability of IJM and that every Holder who wishes to accept the Offer will be paid in full. CIMB, as the financial adviser, is satisfied that there are sufficient resources available to IJM such that the Offer would not fail due to insufficient financial capability of the Offeror and that every Holder who wishes to accept the Offer will be paid in full. 5. LISTING STATUS OF ICP/COMPULSORY ACQUISITION 5.1 Pursuant to Paragraph 8.15 of the Listing Requirements, in order to ensure the continued listing of ICP, ICP must satisfy the shareholding spread requirement that at least 25% of the total ICP Shares in issue are in the hands of a minimum of 1,000 public shareholders holding not less than 100 ICP Shares each. A listed company which fails to maintain the required shareholding spread shall be given six (6) months from the date of notification by Bursa, or such other period as may be determined by Bursa, to rectify the situation. In the event that the spread of shareholdings of ICP is equal to or below 10% of the total ICP Shares in issue, Bursa may suspend the trading of ICP Shares. In addition, upon the announcement by IJM that acceptances in respect of the Offer have been received resulting in IJM holding 90% or more of the total ICP Shares in issue, all ICP Shares may be removed from the Official List of Bursa. 5.2 It is the intention of IJM to maintain the listing status of ICP. In the event that the above said Paragraph 8.15 of the Listing Requirements is triggered, IJM would explore various options to address the shareholding spread requirement of ICP including inter-alia, the following: (i) (ii) placement by IJM to public investors; and/or new issue by ICP to public investors. With respect to the above, IJM will endeavour its best to rectify the public shareholding spread of ICP, if necessary, within three (3) months from the Closing Date or such other time as approved by the authority. 4
5.3 Section 34 of the SCA provides that where a take-over offer by an offeror to acquire all the shares in an offeree has, within four (4) months after making the take-over offer, been accepted by the shareholders of not less than nine-tenths in the nominal value of those shares (other than shares already held at the date of the take-over offer by the offeror or by a nominee or a related corporation of the offeror), the offeror may, at any time within two (2) months after the take-over offer have been so accepted, give notice to any dissenting shareholder that it desires to acquire his shares, subject to the offeror complying with Section 34 of the SCA. IJM will not invoke the provisions of Section 34 of the SCA to compulsorily acquire any outstanding Offer Shares for which acceptances have not been received even if acceptances are received for not less than nine-tenths in nominal value of the Offer Shares. Notwithstanding the above, in the event IJM receives acceptances from the Holders resulting in IJM (and any nominee or related corporation of IJM) holding not less than nine-tenths in nominal value of the existing issued and paid-up share capital of ICP on or before the Closing Date, a minority shareholder of ICP may exercise his rights, pursuant to Section 34A of the SCA, by serving a notice on IJM to require IJM to acquire his shares on the same terms and conditions as set out in this Offer Document or such other terms as may be agreed by IJM and the minority shareholder concerned. An announcement would be made should the minority shareholders of ICP invoke the provisions of Section 34A of the SCA for the compulsory acquisition of any outstanding Offer Shares after the Offer. It is the intention of IJM to maintain the listing status of ICP even if such event happens and IJM would explore various options as mentioned in Section 5.2 to rectify the public shareholding spread of ICP. 6. FUTURE OF ICP AND ITS EMPLOYEES Apart from that disclosed below, IJM intends to set the future strategic direction of the ICP Group to enable it to expand its operations into high growth international markets such as China, India and the Middle East. IJM has no plans to liquidate ICP as at the date of this Offer Document. On 6 May 2004, IJM entered into a conditional sale and purchase agreement with ICP for the disposal of the entire equity interest in MRP to ICP for a purchase consideration of RM110 million to be satisfied by the issuance of 39,285,714 new ICP Shares. The Proposed Disposal is subject to the approvals of authorities. The Proposed Disposal is not conditional on the Offer. The details of the Proposed Disposal are set out in Appendix VI. IJM does not intend to sell or dispose any major assets of the ICP Group or undertake any major redeployment of the fixed assets of the ICP Group except where such sale or re-deployment is necessary in connection with the integration of the businesses and operations of ICP and MRP. IJM does not intend to terminate the employees of the ICP Group by way of a retrenchment exercise in the immediate six (6) months from the date of this Offer Document. 5
7. FINANCIAL CONSIDERATIONS Holders may wish to consider the information set out below before deciding whether or not to accept the Offer. 7.1 Share prices The closing market prices of ICP Shares for the past one (1) year up to the LPD are shown in the chart below: 950.00 Share price of ICP for the past one (1) year to 4 June 2004 2.80 900.00 2.70 Kuala Lumpur Composite Index ("KLCI") 850.00 800.00 750.00 700.00 650.00 600.00 2.60 2.50 2.40 2.30 2.20 ICP Share Price 550.00 2.10 500.00 6/2/2003 6/11/2003 6/20/2003 7/1/2003 7/10/2003 7/21/2003 7/30/2003 8/8/2003 8/19/2003 8/28/2003 9/9/2003 9/18/2003 9/29/2003 10/8/2003 10/17/2003 10/29/2003 11/7/2003 11/18/2003 12/2/2003 12/11/2003 12/22/2003 1/2/2004 1/13/2004 1/27/2004 2/9/2004 2/18/2004 3/1/2004 3/10/2004 3/19/2004 3/30/2004 4/8/2004 4/19/2004 4/28/2004 5/11/2004 5/20/2004 5/31/2004 (Source: Bloomberg) The offer price of RM2.80 per ICP Share gives rise to premiums of 3% to 15% to the market price of ICP Shares as follows: KLCI 2.00 ICP (a) (b) (c) (d) (e) Last traded market price of ICP Shares on 4 June 2004, being the LPD Last traded market price of ICP Shares on 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Five (5)-day WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Three (3)-month WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice One (1)-year WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice Premium - RM2.71 RM0.09 3.32% - RM2.65 RM0.15 5.66% - RM2.61 RM0.19 7.28% - RM2.50 RM0.30 12.00% - RM2.43 RM0.37 15.23% Since the serving of the Notice on 6 May 2004, the market price of ICP Shares has increased from RM2.65 per ICP Share (as at 6 May 2004, being the last trading day prior to the announcement of the Notice) to RM2.71 per ICP Share as at the LPD. 6
7.2 NTA Based on the offer price of RM2.80 per ICP Share and the audited consolidated NTA per share of ICP as at 30 June 2003 of RM1.86, the Offer Price represents a premium of RM0.94 or 50.5% over the NTA. 7.3 Earnings The ICP Group recorded a consolidated net profit after taxation and EPS of RM14.91 million and 14.89 sen respectively for the financial year ended 30 June 2003. Accordingly, the five (5)-day WAP of ICP Shares to 6 May 2004, being the last trading day prior to the announcement of the Acquisition and Notice, of RM2.61, and the Offer Price of RM2.80 per ICP Share represents a historical net price earnings multiple of approximately 17.5 times and 18.8 times respectively. 8. BACKGROUND INFORMATION ON IJM AND ICP 8.1 Background information on IJM IJM was incorporated under the Act on 16 July 1983 in under the name of Solidstate (M) Sdn Bhd and changed its name to IJM Engineering & Construction Sdn Bhd on 15 March 1984. On 28 February 1986, it was converted to a public company as IJM Engineering & Construction Berhad and assumed its current name on 16 December 1989. IJM Shares were listed on the Main Board of Bursa on 29 September 1986. The authorised share capital of IJM as at 31 May 2004 is RM1,000,000,000 comprising 1,000,000,000 IJM Shares of which 429,222,559 IJM Shares have been issued and fully paid-up. IJM is principally engaged in construction, property development and investment holding. The principal activities of the subsidiaries of IJM are in construction, property development, manufacturing and quarrying, oil palm cultivation and investment holding. Further details on IJM can be found in Appendix IV of this Offer Document. 8.2 Background information on ICP ICP was incorporated in as a private limited company under the Act on 6 April 1977. It was converted to a public company under its present name on 7 December 1995. ICP Shares were listed on the Main Board of Bursa on 9 December 1996. The authorised share capital of ICP as at 31 May 2004 is RM1,000,000,000 divided into 1,000,000,000 ICP Shares of which 105,660,000 ICP Shares have been issued and fully paid-up. The principal activities of ICP are the production and sale of concrete products and investment holding. ICP s subsidiaries are principally engaged in the processing of steel bars, manufacturing of rubber products, trading of building materials and plant and machinery, engineering works, mould making and investment holding. Further details on ICP can be found in Appendix V of this Offer Document. 9. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS 9.1 IJM Dato Goh Chye Keat and Dato Tan Boon Seng @ Krishnan are deemed interested in the Offer in respect of any ICP Shares they and their connected persons may tender pursuant thereto by virtue of their directorships in IJM and ICP, and their direct and indirect shareholdings in IJM and ICP. Accordingly, Dato Goh Chye Keat and Dato Tan Boon Seng @ Krishnan are required to abstain and will continue to abstain from all deliberations and voting in the Offer at the relevant Board meetings of IJM and ICP. 7
9.2 ICP Dato Goh Chye Keat and Dato Tan Boon Seng @ Krishnan, who hold ICP Shares directly and indirectly, have declared that they wish to retain their investments in ICP and therefore, will not accept the Offer. Save for Lim Yong Keat, other directors of ICP with direct and indirect equity interests in ICP have declared that they wish to retain their investments in ICP and therefore will not accept the Offer. Lim Yong Keat has indicated that he may accept the Offer for part of his direct and indirect shareholdings in ICP. 10. FURTHER INFORMATION For further information, your attention is drawn to the Appendices which form part of this Offer Document. IF YOU INTEND TO ACCEPT THE OFFER, YOU SHOULD COMPLETE AND SIGN THE ACCOMPANYING FORM OF ACCEPTANCE AND TRANSFER IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN. YOU DO NOT NEED TO TAKE ANY ACTION IF YOU DECIDE NOT TO ACCEPT THE OFFER. Yours faithfully for COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD Lim Tiang Siew Director / Co-Head Corporate Finance David Cheah Associate Director Corporate Finance 8
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APPENDIX II OTHER TERMS AND CONDITIONS OF THE OFFER 1. WARRANTY The Offer Shares will be acquired on the basis of an acceptance by a Holder made to him in accordance with the provisions of the Offer Document and such acceptance will be deemed to constitute a warranty by the Holder that the Offer Shares, to which the acceptance relates, are sold free from all claims, charges, liens, encumbrances, options, rights of pre-emption, third party rights and equities and with all rights and entitlements attached thereto, including the right to all dividends and/or distributions declared, paid or made thereon after the date of the Offer Document. 2. DURATION OF THE OFFER 2.1 Except insofar as the Offer is withdrawn by IJM with the approval of the SC and every person released from any obligation incurred thereunder, the Offer will remain open for acceptance until 5.00 p.m. on 1 July 2004 (First Closing Date), unless extended or revised by IJM with the consent of the SC. 2.2 If the Offer is revised after the posting of this Offer Document, it will remain open for acceptances for a period of at least 14 days from the date of posting of the written notification of the revision to the Holders. Where the terms are revised, the benefits of the Offer, as so revised will be made available to the Holders who have previously accepted the Offer. The Offer may not be revised after the 46 th day from the date of posting of this Offer Document. 2.3 If there is any announcement of an extension of the Offer, the next expiry date will be stated. 2.4 It is the intention of IJM to close the offer on the First Closing Date and IJM does not intend to revise or extend the Offer. 3. RIGHTS OF WITHDRAWAL BY AN ACCEPTING HOLDER All acceptances of the Offer by a Holder shall be irrevocable. Where IJM fails to comply with any of the requirements set out in Section 5.1 below by the close of trading at Bursa on the Relevant Day, any Holder who has accepted the Offer shall be entitled to withdraw his acceptance immediately thereafter. 4. WITHDRAWAL OF THE OFFER BY IJM The Offer may not be withdrawn by IJM without prior written approval of the SC. 5. ANNOUNCEMENT OF ACCEPTANCES 5.1 IJM shall inform the SC and Bursa and announce by way of press notice before trading in the securities of ICP commences on Bursa on the Relevant Day, the total number of Offer Shares together with its percentage in the issued and paid-up share capital of ICP: (i) (ii) (iii) in respect of which acceptances of the Offer have been received after the posting of the Offer Document; held by IJM at the time of the posting of this Offer Document; and acquired or agreed to be acquired by IJM during the period commencing as at the date of the Notice to the First Closing Date or the date the Offer is withdrawn, if the date is later than the First Closing Date. 15
5.2 In computing the Offer Shares represented by acceptances, there may be included or excluded for announcement purposes, acceptances not in order in all respects or which are subject to verification. 5.3 References to the making of an announcement or the giving of notice by IJM include the release of an announcement by CIMB or its advertising agent(s) to the press or the delivery of or transmission by telex or facsimile or Bursa s electronic document management system of an announcement to Bursa. 5.4 An announcement made otherwise than to Bursa shall be notified simultaneously to Bursa. 6. GENERAL 6.1 All communications, notices, documents and payments to be delivered or sent to Holders or their designated agents will be sent by ordinary mail at their own risk. Unless the contrary is proven, delivery of the communication/notice/document shall be presumed to be effected by properly addressing, prepaying and posting by ordinary mail of the communication/notice/document and shall be presumed to have been effected at the time when the document would have been delivered in the ordinary course of the mail. 6.2 The Offer and all acceptances received thereunder will be construed under and governed by n law and IJM and all Holders shall submit to the exclusive jurisdiction of the courts of. 6.3 Holders may accept the Offer made to them in respect of all or part of their Offer Shares. 6.4 The Form of Acceptance and Transfer which accompanies this Offer Document contains provisions for the acceptance of the Offer and the transfer of Offer Shares to IJM or its appointed nominees, instructions for the completion of the Form of Acceptance and Transfer and other matters incidental to the acceptance of the Offer and the transfer of the Offer Shares. No acknowledgement of the receipt of the Form of Acceptance and Transfer will be issued. 6.5 All costs and expenses incidental to the preparation and posting of this Offer Document (other than professional fees and other costs relating to the Offer incurred by ICP) and stamp duty, if any, resulting from acceptances of the Offer will be borne by IJM. Holders accepting the Offer will, however, bear all costs relating to the acceptance of the Offer. 6.6 Accidental omission to post this Offer Document to any person to whom the Offer is made shall not invalidate the Offer in any way. 16
APPENDIX III PROCEDURES FOR ACCEPTANCE AND METHOD OF SETTLEMENT 1. PROCEDURES FOR ACCEPTANCE 1.1 Pursuant to Section 14(1) of the SICDA, Bursa has prescribed ICP Shares as securities required to be deposited into the CDS. In consequence thereof, all dealings in the Offer Shares have been and will be carried out in accordance with the aforesaid Act and the Rules of the BMD. The BMD Transfer of Securities Request Form (FTF010) can be obtained from the Holders ADA/ADM. The details of the registrar for the Offer, whose normal business hours are from 9.00 a.m. to 5.45 p.m. on Mondays to Fridays (excluding public holidays), are as follows: IGB Corporation Berhad 23 rd Floor, Menara IGB, 1, The Boulevard, Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur Telephone : 03-2289 8989 Facsimile : 03-2289 8983 THIS OFFER DOCUMENT, TOGETHER WITH THE FORM OF ACCEPTANCE AND TRANSFER HAVE NOT BEEN MADE TO ENSURE THAT THE OFFER COMPLIES WITH THE LAWS OF ANY COUNTRIES OR JURISDICTIONS OTHER THAN THE LAWS OF MALAYSIA. IJM AND CIMB SHALL NOT ACCEPT ANY RESPONSIBILITY OR LIABILITY IN THE EVENT THAT ANY ACCEPTANCE OF THE OFFER BY A NON- RESIDENT HOLDER IS OR SHALL BECOME ILLEGAL, UNENFORCEABLE, VOIDABLE OR VOID IN SUCH COUNTRIES OR JURISDICTIONS. NON-RESIDENT HOLDERS SHOULD THEREFORE IMMEDIATELY CONSULT THEIR PROFESSIONAL ADVISERS IN RELATION TO THE OBSERVANCE OF THE ABOVE AND ANY OTHER APPLICABLE LAWS, AND SHALL BE RESPONSIBLE FOR PAYMENT OF ANY FEE OR COMMISSION THAT MAY BE REQUIRED TO BE PAID IN CONNECTION WITH THEIR ACCEPTANCE OF THE OFFER OR REMITTANCE OF ANY AMOUNT DUE TO THEM AND SHALL KEEP IJM AND CIMB INDEMNIFIED FOR THE PAYMENT OF SUCH FEE OR COMMISSION. 1.2 To accept the Offer, the Holder should do the following: (i) (ii) Complete and sign the accompanying Form of Acceptance and Transfer in accordance with the instructions contained therein (which instructions form part of the terms of the Offer). The Form of Acceptance and Transfer must be signed by the accepting Holder or where the Holder is a corporation, the Form of Acceptance and Transfer must be executed under the seal of the corporation or signed on its behalf by a duly authorised officer or attorney. Complete and execute the BMD Transfer of Securities Request Form (FTF010) in accordance with the instructions printed on the reverse side of the form and lodge the form with the relevant ADA/ADM by 3.00 p.m. on any market day. The transfer shall be effected by 4.30 p.m. on the same market day provided that the request for transfer is in compliance with the directions and Rules of the BMD. 17
(iii) Send the following documents to the registrar for the Offer, IGB Corporation Berhad at the address shown above, by 5.00 p.m. on the Closing Date: (a) (b) the completed and duly executed Form of Acceptance and Transfer; and the Depositor Copy of the BMD Transfer of Securities Request Form (FTF010) duly verified and acknowledged by your ADA/ADM. 1.3 Where the Offer Shares have not been credited into the Holders CDS accounts, the Holder needs to do the following to accept the Offer: (i) (ii) (iii) Complete and sign the accompanying Form of Acceptance and Transfer. The Form of Acceptance and Transfer should be signed personally by the accepting Holders. If the accepting Holder is a corporation, the Form of Acceptance and Transfer should be executed under the seal of the corporation or under the hand of a duly authorised officer or attorney. Lodge the completed and duly executed Form of Acceptance and Transfer and the contract notes as evidence of beneficial ownership to the registrar for the Offer, IGB Corporation Berhad at the address shown above, by 5.00 p.m. on the Closing Date. IJM may accept the contract notes as evidence of beneficial ownership and acceptances accompanied by these contract notes may be accepted as valid acceptances. Forward within 14 days from the Closing Date, the Depositor Copy of the BMD Transfer of Securities Request Form (FTF010), duly verified and acknowledged by your ADA/ADM to the registrar for the Offer, IGB Corporation Berhad at the address shown above. Notwithstanding the receipt of the documents set out above, the acceptance by the accepting Holders of the Offer Shares may constitute a valid acceptance only if the Depositor Copy of the BMD Transfer of Securities Request Form (FTF010), duly verified and acknowledged by his ADA/ADM, is received by the registrar for the Offer, IGB Corporation Berhad within 14 days from the Closing Date, failing which the Offeror has the right to treat such acceptances as invalid. 1.4 Holders of Offer Shares who do not wish to accept the Offer need not take any action. 1.5 No acknowledgement of receipt of the Form of Acceptance and Transfer (or the Depositor Copy of the BMD Transfer of Securities Request Form (FTF010) and/or other document(s) of title or the relevant contract note) will be given and all acceptances and accompanying documents will be sent by post at the sole risk of the Holders. 1.6 If an accepting Holder fails to comply in all respects with any of the terms and conditions pertaining to the acceptance of the Offer as set out in the Form of Acceptance and Transfer, as the case may be, IJM may at its discretion, consider that the Holder has not accepted the Offer. 1.7 Additional copies of this Offer Document and the accompanying Form of Acceptance and Transfer may be obtained from the office of the registrar for the Offer, IGB Corporation Berhad, during normal business hours, i.e. from 9.00 a.m. to 5.45 p.m., from the date of posting of this Offer Document to the Closing Date. 1.8 All enquiries concerning this Offer should be addressed to the registrar for the Offer, IGB Corporation Berhad at the address or contact numbers stated above. 2. METHOD OF SETTLEMENT Except with the consent of the SC which would only be granted in certain circumstances in which all accepting Holders are to be treated similarly, the settlement of the consideration to which any accepting Holders is entitled to under the Offer will be implemented in full, in accordance with the terms of the Offer without regard to any lien, right of set-off, counter claim or other analogous rights to which IJM may otherwise be, or claim to be, entitled against the said accepting Holders. This, however, is without prejudice to IJM s rights to make any claim against the accepting Holder after such full settlement in respect of a breach of the warranty as set out in Section 1 of Appendix II of this Offer Document. 18
2.1 For accepting Holders whose Offer Shares have been credited into their CDS accounts Subject to compliance with Section 1.2 above, the settlement of the Offer by IJM will be effected via cheques, banker s drafts or cashier s orders, which will be posted to the accepting Holders, at their own risk within 14 days from the receipt of acceptance of the Offer which are deemed by IJM to be complete in all respects in accordance with the terms and conditions in this Offer Document. 2.2 For accepting Holders whose Offer Shares have not been credited into their CDS accounts Subject to compliance with Section 1.3 above, the settlement of the Offer by IJM will be effected via cheques, banker s drafts or cashier s orders which will be posted to the accepting Holders, at their own risk within 14 days from the receipt of acceptance of the Offer which are deemed by IJM to be complete in all respects in accordance with the terms and conditions in this Offer Document. 3. NON-RESIDENT HOLDERS 3.1 Responsibility of Non-resident Holders The making of the Offer to a Non-resident Holder(s) may be affected by the laws of the relevant jurisdictions of residence of such Non-resident Holders. Such Non-resident Holders should inform themselves about and observe any applicable legal requirements. No person receiving a copy of this Offer Document and/or Form of Acceptance and Transfer in any jurisdiction other than may treat the same as constituting in that jurisdiction an invitation or offer to purchase shares or participate in the Offer nor in any event may such Form of Acceptance and Transfer be used if, in the relevant jurisdiction, such an invitation or offer cannot lawfully be made to him or such Form of Acceptance and Transfer cannot lawfully be used without contravention of any relevant legal requirements. In such circumstances, any use or acceptance of this Offer Document and/or Form of Acceptance and Transfer may be invalid and disregarded. It is the sole responsibility of the Non-resident Holders receiving a copy of this Offer Document and/or any Form of Acceptance and Transfer and wishing to accept the Offer to satisfy themselves as to the full observance of the laws of the relevant jurisdiction and in in connection therewith, including without limitation the obtaining of any governmental or other consents which may be required and compliance with necessary formalities and legal and regulatory requirements. Any such Non-resident Holders will be responsible for payment of any transfer or other taxes or other requisite payments due in such jurisdiction and IJM and CIMB shall be fully indemnified and held harmless by such Non-resident Holders for any transfer or other taxes or duties as such persons may be required to pay. Such Non-resident Holders should consult their professional advisers in the relevant jurisdiction on compliance with the applicable legal and other requirements. In accepting the Offer, the Non-resident Holder(s) represents and warrants to IJM and CIMB that he is in full observance of the laws of the relevant jurisdiction in connection therewith and that he is in full compliance with all necessary formalities or legal requirements and that it would not cause IJM and CIMB to be in breach of the laws of the relevant jurisdiction. 3.2 Treatment of Offer Document and/or Form of Acceptance and Transfer in relation to Nonresident Holder(s) Persons receiving this Offer Document and/or the Form of Acceptance and Transfer (including without limitation, custodians, nominees and trustees) must not in connection with the Offer distribute or send it in, to or into any jurisdiction where to do so would or might contravene local laws or regulations. If this Offer Document and/or Form of Acceptance and Transfer are received by any person in such jurisdiction, or by the agent or nominees of such a person, the Offer may not be accepted. Any purported acceptance may be invalid and disregarded unless the laws of the relevant jurisdiction have been fully complied with in connection therewith. Any person who does forward this Offer Document and/or Form of Acceptance and Transfer into any such jurisdiction, whether pursuant to a contractual or legal obligation or otherwise must inform the recipient of the contents of this section. IJM reserves the right to reject a purported acceptance of the Offer from any Nonresident Holders in any such jurisdiction. 19