(Unless otherwise defined, all abbreviations and definitions used in this Announcement shall have the same meaning as those words and expressions defined in the Company’s circular in relation to, inter-alia, the Proposed Acquisitions dated 10 January 2025)
We refer to the announcements dated 30 August 2024, 22 November 2024, 25 November 2024, 31 December 2024, 3 January 2025, 27 January 2025, 31 January 2025 and 9 May 2025 in relation to, inter-alia, the Proposed Acquisitions.
On behalf of the Board, Maybank IB wishes to announce that the Company has, on 9 May 2025, entered into a supplemental share sale and purchase agreement to the SSPA 1 (“Supplemental SSPA”) with Liannex Corporation and Mr. LHW, being the vendors for the SSPA 1 (“SSPA 1 Vendors”), to vary certain clauses of the SSPA 1 (“Proposed Variation”), namely:
- inclusion of an additional condition precedent, being the approval of the Securities Commission Malaysia (“SC”) for the proposed exemption to Mr. LHW and persons acting in concert with him (collectively, “PAC Group”) from the obligation to undertake a mandatory take-over offer for all the remaining LFG Shares and Warrants not already owned by them after the issuance and allotment of 227,272,727 Consideration Shares at the Issue Price as settlement of the purchase consideration for the Proposed Acquisitions pursuant to subparagraph 4.08(1)(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the SC (“Proposed Exemption”);
- the settlement or capitalisation of all intercompany balances between Liannex Fleet and Yinson Power Marine and the SSPA 1 Vendors and/or the SSPA 1 Vendors’ associates or related parties and any outstanding shareholder advances owed by Liannex Fleet and Yinson Power Marine to the SSPA 1 Vendors and/or the SSPA 1 Vendors’ associates or related parties, as of the completion date of the SSPA 1 becoming a completion obligation for the SSPA 1 Vendors, instead of a CP for the SSPA 1;
- amendments to the definition of “Completion Date” for the SSPA 1; and
- extension of the Cut-Off Date for the SSPA 1 from 180 days from the date of the SSPA 1 to 270 days from the date of the SSPA 1.
Save for the Proposed Variation, all other terms and conditions of the SSPA 1 remain unchanged and are in full force and effect.
(Proposed Variation and Proposed Exemption are collectively referred to as “Proposals”)
Further details of the Proposals are set out in the attachment.
Please refer to the attachment for further details.
This announcement is dated 9 May 2025.