THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR …ir.chartnexus.com/proton/website_HTML/attachments/... · this notification is important and requires your immediate attention

THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Bursa Malaysia Securities Berhad has not perused the sections of this Notification and takes no responsibility for the contents of this Notification, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notification. THIS NOTIFICATION IS FOR YOUR INFORMATION ONLY. NO ACTION IS REQUIRED TO BE TAKEN.

PROTON HOLDINGS BERHAD

(Company No.:623177-A) (Incorporated in Malaysia under the Companies Act, 1965)

NOTIFICATION TO THE SHAREHOLDERS

IN RELATION TO THE

RECEIPT OF NOTICE OF UNCONDITIONAL TAKE-OVER OFFER DATED 14 MARCH 2012

FROM

DRB-HICOM BERHAD (Company No.: 203430-W)

(Incorporated in Malaysia under the Companies Act, 1965)

THROUGH

MAYBANK INVESTMENT BANK BERHAD (Company No.: 15938-H)

(A Participating Organisation of Bursa Malaysia Securities Berhad)

TO ACQUIRE

ALL THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN PROTON HOLDINGS BERHAD NOT ALREADY HELD BY DRB-HICOM BERHAD (“OFFER SHARE(S)”) FOR A CASH

CONSIDERATION OF RM5.50 PER OFFER SHARE

This Notification is dated 20 March 2012





IN RELATION TO THE


FROM



THROUGH



TO ACQUIRE








IN RELATION TO THE


FROM



THROUGH



TO ACQUIRE








IN RELATION TO THE


FROM



THROUGH



TO ACQUIRE




1


(Company No.: 623177-A) (Incorporated in Malaysia under the Companies Act, 1965)

Registered Office:

PROTON Centre of Excellence KM33.8, Westbound Shah Alam Expressway 47600 Subang Jaya Selangor Darul Ehsan

20 March 2012

Board of Directors:- Dato’ Michael Lim Heen Peok (Senior Independent Non-Executive Director) Dato’ Sri Haji Syed Zainal Abidin B Syed Mohamed Tahir (Group Managing Director) Behara Venkata Rama Subbu (Independent Non-Executive Director) Tan Sri Rainer Althoff (Independent Non-Executive Director) Abdul Rahim bin Abdul Hamid (Independent Non-Executive Director) Datuk Johar bin Che Mat (Independent Non-Executive Director) Datuk Nozirah binti Bahari (Non-Independent Non-Executive Director) To: The Shareholders of PROTON Holdings Berhad Dear Sir/Madam, RECEIPT OF NOTICE OF UNCONDITIONAL TAKE-OVER OFFER DATED 14 MARCH 2012 (“NOTICE”)

1. INTRODUCTION

On 16 January 2012, Maybank Investment Bank Berhad (“Maybank IB”), on behalf of the Board of Directors of DRB-HICOM Berhad, announced that DRB-HICOM Berhad (“DRB-HICOM” or “Offeror”) had entered into a conditional share sale and purchase agreement (“SSPA”) with Khazanah Nasional Berhad (“KNB”) to acquire 234,734,693 ordinary shares of RM1.00 each in PROTON Holdings Berhad (“PROTON”) (“PROTON Share(s)”), representing approximately 42.74% of the issued and paid-up share capital of PROTON, for a total cash consideration of RM1,291,040,812 or RM5.50 per PROTON Share (“Acquisition”). Subsequently, on 17 January 2012, the Offeror had acquired 39,927,000 PROTON Shares, representing approximately 7.27% of the issued and paid-up share capital of PROTON, in the open market, at prices ranging from RM5.40 to RM5.47 per PROTON Share. On 14 March 2012, the shareholders of the Offeror had approved the ordinary resolution for the Acquisition. Accordingly, the SSPA has become unconditional on the date of the Notice (as defined herein) and upon the completion of the Acquisition, the Offeror’s equity interest in PROTON will increase from approximately 7.27% to approximately 50.01%.

1


(Company No.: 623177-A) (Incorporated in Malaysia under the Companies Act, 1965)

Registered Office:

PROTON Centre of Excellence KM33.8, Westbound Shah Alam Expressway 47600 Subang Jaya Selangor Darul Ehsan

20 March 2012

Board of Directors:- Dato’ Michael Lim Heen Peok (Senior Independent Non-Executive Director) Dato’ Sri Haji Syed Zainal Abidin B Syed Mohamed Tahir (Group Managing Director) Behara Venkata Rama Subbu (Independent Non-Executive Director) Tan Sri Rainer Althoff (Independent Non-Executive Director) Abdul Rahim bin Abdul Hamid (Independent Non-Executive Director) Datuk Johar bin Che Mat (Independent Non-Executive Director) Datuk Nozirah binti Bahari (Non-Independent Non-Executive Director) To: The Shareholders of PROTON Holdings Berhad Dear Sir/Madam, RECEIPT OF NOTICE OF UNCONDITIONAL TAKE-OVER OFFER DATED 14 MARCH 2012 (“NOTICE”)

1. INTRODUCTION

On 16 January 2012, Maybank Investment Bank Berhad (“Maybank IB”), on behalf of the Board of Directors of DRB-HICOM Berhad, announced that DRB-HICOM Berhad (“DRB-HICOM” or “Offeror”) had entered into a conditional share sale and purchase agreement (“SSPA”) with Khazanah Nasional Berhad (“KNB”) to acquire 234,734,693 ordinary shares of RM1.00 each in PROTON Holdings Berhad (“PROTON”) (“PROTON Share(s)”), representing approximately 42.74% of the issued and paid-up share capital of PROTON, for a total cash consideration of RM1,291,040,812 or RM5.50 per PROTON Share (“Acquisition”). Subsequently, on 17 January 2012, the Offeror had acquired 39,927,000 PROTON Shares, representing approximately 7.27% of the issued and paid-up share capital of PROTON, in the open market, at prices ranging from RM5.40 to RM5.47 per PROTON Share. On 14 March 2012, the shareholders of the Offeror had approved the ordinary resolution for the Acquisition. Accordingly, the SSPA has become unconditional on the date of the Notice (as defined herein) and upon the completion of the Acquisition, the Offeror’s equity interest in PROTON will increase from approximately 7.27% to approximately 50.01%.

1

2

In this regard, on 14 March 2012, Maybank IB had, on behalf of the Offeror, served the notice of an unconditional take-over offer (“Notice”) on the Board of Directors of PROTON (“Board”) in respect of its offer to acquire all the remaining PROTON Shares not already owned by the Offeror after the Acquisition (“Offer Shares”) for a cash offer price of RM5.50 for each Offer Share (“Offer”). On 15 March 2012, the Board had announced the receipt of the Notice to Bursa Malaysia Securities Berhad (“Bursa Securities”). A copy of the Notice is enclosed herewith for your further information. The purpose of this notification is to inform you of the Offer and does not constitute an offer. The offer document which contains the details, terms and conditions of the Offer will be despatched to you by Maybank IB, within twenty-one (21) days from the date of the enclosed Notice.

2. APPOINTMENT OF INDEPENDENT ADVISER In accordance with the Malaysian Code on Take-Overs and Mergers, 2010, the Board had, on 7 March 2012 appointed AFFIN Investment Bank Berhad (“AFFIN Investment”) as the Independent Adviser to advise the Non-Interested Directors and shareholders of PROTON in relation to the Offer. Subsequent to this, an Independent Advice Circular from the Independent Adviser will be despatched to you within ten (10) days from the date of posting of the offer document.

3. DIRECTORS’ RESPONSIBILITY STATEMENT The Board has seen and approved this Notification. The Directors of PROTON, individually and collectively, accept full responsibility for the accuracy of the information given in this Notification and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement in this Notification false or misleading.

YOU ARE ADVISED NOT TO TAKE ANY ACTION WHICH MAY BE PREJUDICIAL TO YOUR INTERESTS AND TO READ THE OFFER DOCUMENT AND THE INDEPENDENT ADVICE CIRCULAR CAREFULLY BEFORE TAKING ANY ACTION. Yours faithfully, For and on behalf of the Board of Directors of PROTON HOLDINGS BERHAD DATO’ MICHAEL LIM HEEN PEOK Senior Independent Non-Executive Director

2

NOTICE OF UNCONDITIONAL TAKE-OVER OFFER DATED 14 MARCH 2012

1

2

3

4

5

6

7

8

9

10

11

Documents

THIS NOTIFICATION IS IMPORTANT AND REQUIRES YOUR …ir.chartnexus.com/proton/website_HTML/attachments/... · this notification is important and requires your immediate attention