At the last Annual General Meeting (“AGM”) of GENT held on 14 June 2012, the shareholders of GENT had approved the following:
(i) renewal of the authority for GENT to purchase its own shares of an amount, which, when aggregated with the treasury shares, does not exceed 10% of its prevailing issued and paid-up share capital of GENT at any time (“2012Share Buy-Back Authority”); and
(ii) the exemption under Paragraph 24.1, Practice Note 9 of the 2010 Code to Kien Huat Realty Sdn Berhad (“KHR”) and persons acting in concert with it (“PACs”) from the obligation to undertake a mandatory take-over offer on the remaining voting shares in GENT not already owned by them, upon the purchase by GENT of its own shares pursuant to the 2012 Share Buy-Back Authority (“2012 Exemption”).
In the Circular to Shareholders of GENT dated 23 May 2012, shareholders were advised that the 2012 Share Buy-Back Authority is effective until:
(i) KHR and/or the PACs acquire any ordinary shares in GENT (“GENT Shares”); or
(ii) conclusion of the next AGM; or
(iii) the expiry of the period within which the next AGM is required by law to be held; or
(iv) the authority is revoked or varied by ordinary resolution passed by the shareholders of GENT in a general meeting,
whichever occurs first.
GENT has received a notice of change in the interests of substantial shareholder (Form 29B) dated 29 April 2013 from KHR notifying GENT of a change in its shareholding in GENT as a result of the acquisition by KHR of 13,859,600 GENT Shares.
Based on the 2010 Code, further to such acquisition of GENT Shares, the 2012 Exemption has been invalidated.
In addition, further to such acquisition of GENT Shares, the 2012 Share Buy Back Authority has accordingly lapsed.
This Announcement is dated 30 April 2013.