THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you have sold or transferred all your ordinary shares or warrants in Hovid Berhad, you should at once hand this Notification to the purchaser or stockbroker or agent through whom you effected the sale or transfer for onward transmission to the purchaser or transferee. If you are in any doubt as to the action to be taken or may require advice in relation to the Offer (as defined herein), please consult your stockbroker, solicitor, accountant, bank manager or other professional advisers immediately. Bursa Malaysia Securities Berhad has not perused the contents of this Notification prior to its issuance and hence, takes no responsibility for the contents of this Notification, 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 Notification. THIS NOTIFICATION IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN. HOVID BERHAD (Company No.: 58476-A) (Incorporated in Malaysia) NOTIFICATION TO THE SHAREHOLDERS AND WARRANTHOLDERS OF HOVID BERHAD IN RELATION TO THE RECEIPT OF THE NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 9 OCTOBER 2017 FROM CIMB INVESTMENT BANK BERHAD ON BEHALF OF FAJAR ASTORIA SDN. BHD. AND HO SUE SAN @ DAVID HO SUE SAN This Notification is dated 16 October 2017
HOVID BERHAD (Company No.: 58476-A) (Incorporated in Malaysia) Registered Address: No. 121, Jalan Tunku Abdul Rahman 30010 Ipoh Perak Darul Ridzuan 16 October 2017 Board of Directors Ho Sue San @ David Ho Sue San (Chairman and Managing Director) YM Raja Shamsul Kamal Bin Raja Shahruzzaman (Senior Independent Non-Executive Director) Chiam Tau Meng (Independent Non-Executive Director) Dato Che Mohd Zin Bin Che Awang (Independent Non-Executive Director) Chuah Chaw Teo (Independent Non-Executive Director) Yuen Kah Hay (Executive Director) Goh Tian Hock (Executive Director) Ho, Sarah, Lee-Mun (Executive Director) To: The Shareholders and Warrantholders of Hovid Berhad Dear Sir/Madam HOVID BERHAD ( HOVID OR THE COMPANY ) RECEIPT OF NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 9 OCTOBER 2017 FROM CIMB INVESTMENT BANK BERHAD ON BEHALF OF FAJAR ASTORIA SDN. BHD. ( FASB ) AND HO SUE SAN @ DAVID HO SUE SAN ( DAVID HO ) (COLLECTIVELY REFERRED TO AS THE JOINT OFFERORS ) ( NOTICE ) 1. INTRODUCTION We wish to inform you that on 9 October 2017, the Board of Directors of Hovid ( Board ) received a Notice from CIMB Investment Bank Berhad, on behalf of the Joint Offerors, on the Joint Offerors intention to undertake a conditional voluntary take-over offer to acquire all the remaining securities as follows: (i) 544,085,171 ordinary shares in the Company ( Shares ) not already held by the Joint Offerors, representing approximately 66.28% of the total 820,888,571 Shares issued as at 5 October 2017; (ii) 181,841,209 outstanding five-year warrants (2013/2018) in the Company expiring on 5 June 2018 ( Warrants ) not already held by the Joint Offerors ( Offer Warrants ), representing approximately 56.43% of the total 322,231,429 outstanding Warrants as at 5 October 2017; and 1
(iii) any new Shares that may be issued prior to the closing date of the Offer (as defined below) arising from the exercise of the outstanding Warrants not already held by the Joint Offerors, (items (i) and (iii) are collectively referred to as the Offer Shares, and the Offer Shares and Offer Warrants shall be collectively referred to as the Offer Securities ) at a cash consideration of RM0.38 per Offer Share ( Share Offer Price ) and RM0.20 per Offer Warrant ( Warrant Offer Price ), respectively ( Offer ). The Offer will be made to each holder of the Offer Securities ( Holder(s) ) in respect of all of the Holders Offer Securities upon the terms and subject to the conditions set out in Section 4 of the Notice and in a document outlining the terms and conditions of the Offer ( Offer Document ). As set out in the Notice, there is no ultimate offeror for the Offer. The persons acting in concert with the Joint Offerors ( PACs ) in relation to the Offer in accordance with Section 216(3) of the Capital Markets and Services Act, 2007 are as follows: (i) (ii) (iii) (iv) (v) (vi) (vii) TAEL Two Partners Ltd, being a substantial shareholder of FASB; East Jacqueline Judith, being the spouse of David Ho; Ho Sue Cheong, being the brother of David Ho; Ho Sau Leng, being the sister of David Ho; Ho Sou Ching, being the sister of David Ho; Ho Sow Kwan, being the sister of David Ho; and Loh Poh Mee, being the spouse of Ho Sue Cheong. 2. CONDITIONS OF THE OFFER As stipulated in Section 4.2 of the Notice, the Offer is conditional upon the Joint Offerors having received, on or before the closing of the Offer, acceptances by the Holders of the Offer Shares (provided that such acceptances are not, where permitted, subsequently withdrawn), in respect of the Offer Shares, which will result in the Joint Offerors holding in aggregate, not less than 90% of the Offer Shares excluding Offer Shares held by PACs. Further details of the Offer are set out in the enclosed Notice. 3. APPOINTMENT OF INDEPENDENT ADVISER In accordance with Paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions, the Board had on 13 October 2017 appointed AmInvestment Bank Berhad as the Independent Adviser to advise the non-interested Directors and the Holders on the fairness and reasonableness of the Offer, and their appointment is subject to the clearance of eligibility by the Securities Commission Malaysia ( SC ). 2
4. DOCUMENTS RELATING TO THE OFFER The purpose of this Notification is to inform you of the Offer and a copy of the Notice is enclosed herewith for your information. You should note that this Notification does not constitute an offer. The Offer Document together with the accompanying form of acceptance and transfer will be despatched to you within 21 days from the date of the Notice or any extended period of time as may be directed or permitted by the SC. The Independent Advice Circular containing, amongst others, the recommendation of the independent adviser in relation to the Offer will be despatched to you within ten (10) days from the date of despatch of the Offer Document or any later date as may be approved by the SC. 5. DIRECTORS RESPONSIBILITY STATEMENT The Board has seen and approved this Notification and they collectively and individually accept full responsibility for the accuracy of the information given in this Notification and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement in this Notification false or misleading. YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICIAL TO YOUR INTERESTS AND TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR CAREFULLY BEFORE TAKING ANY ACTION IN RELATION TO THE OFFER SECURITIES. Yours faithfully, For and on behalf of the Board of HOVID BERHAD YM RAJA SHAMSUL KAMAL BIN RAJA SHAHRUZZAMAN Senior Independent Non-Executive Director 3
NOTICE OF CONDITIONAL VOLUNTARY TAKE-OVER OFFER DATED 9 OCTOBER 2017 FROM CIMB INVESTMENT BANK BERHAD ON BEHALF OF FAJAR ASTORIA SDN. BHD. AND HO SUE SAN @ DAVID HO SUE SAN
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