08 April 2013
All definitions used herein shall have the same meanings as the words and expressions defined in the Definitions section of the Independent Advice Circular to the holders of the Offer Shares ("Holders") dated 8 March 2013 ("IAC"), except where the context otherwise requires or where otherwise defined herein.
We refer to the announcement dated 31 January 2013 and all subsequent announcements made in relation to the Offer.
The Board of Directors of MISC wishes to announce the receipt of the Notice of Revised Offer dated 5 April 2013, wherein the offer price had been revised from RM5.30 per Offer Share ("Original Offer Price") to RM5.50 per Offer Share ("Revised Offer Price"), the Independent Adviser, AmInvestment Bank, had advised that the Revised Offer Price of RM5.50 translates to a discount of between 3.3% and 9.8% to the range of the indicative SOPV of RM5.69 to RM6.10 per MISC Share ("SOPV Range") (from a discount of between 6.9% and 13.1% to the SOPV Range pursuant to the Original Offer Price). As such, pursuant to Practice Note 15 of the Code, the Revised Offer Price is not fair as the indicative SOPV of the MISC Group is above the Revised Offer Price.
Notwithstanding the above, AmInvestment Bank considered the discount of between 3.3% and 9.8% of the Revised Offer to be reasonable after taking into consideration the risks and challenges as set out in the IAL dated 8 March 2013. Accordingly, AmInvestment Bank is of the opinion that the Revised Offer is not fair but reasonable and recommends that the Holders ACCEPT the Revised Offer. Their comments, opinions and recommendation as contained in the IAL remain unchanged.
The Board (save for the Interested Directors) CONCURS with the recommendation of AmInvestment Bank. Accordingly, the Board's (save for the Interested Directors) comments, opinions and recommendation as contained in the IAC remain unchanged.
Please refer to the attached letter received from AmInvestment Bank in relation to the Revised Offer for further details.
Further details on the MISC Group can be found at www.misc.com.my
For further media enquiries for the MISC Group, kindly contact:
Mdm. Fiona Clare Pereira, General Manager
Corporate Affairs Department
Tel: 03-2275 2701
Fax: 03-2275 2888