YTL Corp unit inks agreement to acquire shares in NSL for RM792.32mil

KUALA LUMPUR: YTL Corporation Bhd’s (YTL Corp) subsidiary, YTL Cement Bhd, has entered into a conditional sale and purchase agreement (SPA) with 98 Holdings Pte Ltd for the proposed acquisition of shares in NSL Ltd for S$227.61 million (about RM792.32 million) in cash.

In a filing with Bursa Malaysia today, YTL Corp said the SPA involves the proposed acquisition of 303.48 million shares in NSL, representing about 81.24 per cent equity interest.

“The proposed acquisition provides a unique opportunity for YTL Corp’s expansion via YTL Cement and its subsidiaries into the industrialised building system sector in Malaysia, Dubai, Finland, and Singapore.

“It also facilitates the expansion of YTL Cement’s environmental services business into Singapore through NSL’s environmental service business in the republic with synergistic advantages,” it said.

Additionally, the conditional SPA will take place on the business day falling 10 business days after the satisfaction of the condition precedent by way of a “married deal” on the Singapore Exchange Securities Trading Limited (SGX-ST).

Meanwhile, upon completion of the proposed acquisition, YTL Cement or its subsidiary shall become the owner of the sale shares representing or 81.24 per cent of NSL’s total issued and paid-up capital.

Under The Singapore Code on Take-overs and Mergers (Code) and the Securities and Futures Act 2001 of Singapore (SFA), YTL Cement will be required to make a mandatory unconditional cash offer for the offer shares at the offer price being S$0.75 (equivalent to RM2.61) per NSL share, which is the same price per sale share under the proposed acquisition.

“While the proposed mandatory offer is to be undertaken pursuant to the requirements of the Code and the SFA, it also provides an opportunity for YTL Cement to further increase its shareholding in NSL after completion of the proposed acquisition,” it added. – BK