Gamuda wishes to announce that it had on 20 February 2013 received a Letter of Offer dated 20 February 2013 from KDEB with indicative terms and conditions in respect of KDEB’s proposed purchase of 100% equity in SPLASH Holdings (“SPLASH Equity”), the holding company of Syarikat Pengeluar Air Sungai Selangor Sdn Bhd (“SPLASH”), at an estimated value of RM1,834.6 million (“Offer”). Gamuda has a 40% equity interest in SPLASH Holdings.
The key indicative terms and conditions of the Offer are as follows: -
1. Offer Price
Details of the estimated value of RM1,834.6 million are as follows:-
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(i) Equity contribution plus return on equity at 12% per annum
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(ii) Water Assets to be assumed
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Total Value of SPLASH Equity*
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* Preliminary value of SPLASH Equity to be revised pursuant to the due diligence inquiry to be undertaken.
2. Valuation Principles
The value of the SPLASH Equity is based on the following valuation principles:-
(i) The value of SPLASH Equity including a return on SPLASH Equity of 12% per annum.
(ii) Water assets to be acquired by Pengurusan Aset Air Berhad (“PAAB”).
(iii) SPLASH Equity includes all forms of investments and contributions by shareholders (e.g. ordinary or preference shares, advances and, where applicable, debt-equity instruments are also taken into account.
(iv) Return on SPLASH Equity is calculated at 12% per annum up to 31 December 2012 (with no compounding) with deductions for any historical dividend payouts.
(v) Liabilities to be assumed are all the outstanding water-related debts owed by SPLASH Holdings and SPLASH, which include:-
(a) Bonds acquired by Acqua SPV Berhad (“Acqua SPV”) or remaining in the capital markets;
(b) Commercial loans, if applicable; and
(c) Government loans, if applicable.
(vi) PAAB to decide on payment of surplus book value of assets over liabilities, and if agreeable, to be paid by PAAB direct to applicable concessionaires.
3. Payment
(i) Payment shall be in cash in respect of the portion ascribed to the equity contribution, as detailed in Section 2 (iii) and (iv) above, with the remaining value to be via the assumption of liabilities at SPLASH Holdings and SPLASH.
(ii) Payment for surplus book value of assets over liabilities to be assumed, if any, shall be subject to the agreement of PAAB.
4. Conditions
The Offer is conditional upon the following:-
(i) Acceptance in principle of the indicative terms and conditions proposed therein by all shareholders of SPLASH Holdings by 5.00 pm (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB.
(ii) Acceptance in principle of the indicative terms and conditions proposed by KDEB for acquisition of the equity interest in:-
(a) Syarikat Bekalan Air Selangor Sdn Bhd (“SYABAS”);
(b) Puncak Niaga Sdn Bhd; and
(c) Titisan Modal Sdn Bhd, the holding company for Konsortium ABASS Sdn Bhd;
collectively hereinafter referred to as “the other Selangor Water Companies” by all those respective shareholders to whom such proposals are made by 5.00 pm (Malaysian time) on or before 6 March 2013 or such other extended or revised closing date(s) as may be decided by KDEB.
(iii) The execution of the Definitive Agreement and all other definitive agreements for the purchase of the equity interest of the other Selangor Water Companies and any other legal documentation deemed necessary by solicitors to be appointed by KDEB.
(iv) Satisfactory completion of a due diligence inquiry to be undertaken on SPLASH Holdings and SPLASH prior to the completion of the proposed purchase.
(v) The estimated value of RM1,834.6 million to be revised, if necessary, pursuant to the completion of the aforesaid due diligence inquiry.
(vi) All corporate approvals required by the shareholders of SPLASH Holdings including, if applicable, the approval of minority shareholders of the companies and/or their holding companies at a general meeting of shareholders to be convened.
(vii) Approval and consent of the Federal Government and all related agencies e.g. the Ministry of Energy, Green Energy and Water (“KeTTha”), the Economic Planning Unit and/or the Public Private Partnership Unit (“UKAS”) etc.
(viii) Approval and consent of the Selangor State Government and all related agencies e.g. Selangor Economic Planning Unit (“UPEN”) etc.
(ix) Approval of the National Water Services Commission (“SPAN”), the Securities Commission (“SC”), Bursa Malaysia, if applicable.
(x) Approval of Acqua SPV and other lenders of SPLASH Holdings and SPLASH, where applicable.
(xi) The approval of any other authorities or parties, if required.
(xii) Any other terms to be mutually agreed upon by all parties.
5. Acceptance
Acceptance in principle of the indicative terms and conditions of the Offer does not give rise to a contract and it is not intended that the indicative terms and conditions therein represent the final agreement as to the proposed purchase. The indicative terms and conditions in the Offer are subject to the negotiation and execution of the Definitive Agreement.
The shareholders of SPLASH Holdings are deliberating on the Offer. We will make the appropriate announcement to Bursa Malaysia Securities Berhad in due course on the outcome of the deliberation.
This announcement is dated 21 February 2013.
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