KUALA LUMPUR (Jan 2): MCT Bhd’s major shareholder Regent Wise Investment Ltd is raising its shareholding in the company to 50.19% from 32.95%, by acquiring a 17.24% stake from non-executive director Tan Sri Goh Ming Choon for RM202.5 million.

Regent Wise is a wholly-owned subsidiary of Philippine Stock Exchange-listed Ayala Land Inc.

The selling price of 88 sen for the 230.12 million shares is 12.82% higher than MCT’s last traded price of 78 sen before the counter was  suspended at 2:49pm.

The transaction confirms a report in The Edge Malaysia in July last year that Ayala is planning to tighten its grip on MCT by buying a controlling stake from the group’s co-founders, who are Goh and Datuk Seri Tong Seech Wi.

The article also mentioned that the acquisition would lead to a mandatory general offer (MGO). MCT had at that time said in a filing to Bursa Malaysia that “there is no discussion among shareholders for an MGO or buyout”.

In today’s filing, MCT said its board of directors has received a letter of notification from Regent Wise that the firm has entered into a conditional share purchase agreement with Goh for the acquisition.

MCT said upon fulfilment of the condition, Regent Wise will be obliged to extend a mandatory take-over offer to acquire all remaining shares it does not own, for a cash consideration of 88 sen per share.

The condition precedent involves obtaining a waiver from Bursa Malaysia Securities Clearing Sdn Bhd to allow for 51% of the cash consideration to be settled in tranches to Goh.

Under the agreement, Regent Wise will pay an initial sum of RM100 million to Goh once the deal is completed, followed by RM75 million or 37% of the total consideration one month after the completion date, and the remaining RM27.5 million 11 months after the completion date.

MCT said it will appoint an independent adviser upon receipt of the notice of the offer, to advise the board and shareholders.

MCT’s last traded share price of 78 sen gives the company a market capitalisation of RM1.04 billion. — theedgemarkets.com

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