FGV Audited Financial Statements 2020

59 SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (continued) (xii) On 22 December 2020, the Board of Directors had received a notice of unconditional mandatory take-over offer (“Notice”) from Maybank Investment Bank Berhad on behalf of the Offeror to acquire all the remaining ordinary shares in the Company (“the Company Shares”) (excluding treasury shares) which are not already held by the Offeror and its persons acting in concert, including all the Company Shares under the the Company’s long term incentive plan (“Offer Shares”) for a cash consideration of RM1.30 per Offer Share (“Offer”). Pursuant to Paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia, an independent adviser will be appointed by the Board in due course to provide comments, opinions, information and recommendation on the Offer. Offerror acquired 283,710,100 of the Company shares from Urusharta Jamaah Sdn. Bhd. and 222,480,700 of the Company shares from Kumpulan Wang Persaraan (Diperbadankan) pursuant to the Conditional Share Purchase Agreement (“CSPA”) dated 8 December 2020. The CSPAs became unconditional on 22 December 2020 and the acquisition was subsequently completed on 24 December 2020. As a result of the acquisition, the shareholding of the Offerror in the Company increased to approximately 35.12% and the collective shareholding of the Offerror and the Persons Acting in Concert (“PAC”) in the Offeree increased to approximately 50.49%. Consequently, the Offerror is deemed as the ultimate holding company of the Company. (xiii) On 23 December 2020, FGV Downstream Sdn Bhd, a subsidiary of the Company, disposed its 70% equity interest in FGV Cambridge Nanosystems Limited and its subsidiary GasPlas AS (“FGV CNS Group”) which previously had been reclassified to assets held for sale, for a total consideration of £8 million (approximately RM43.92 million), resulting in a gain on disposal of RM31.52 million to the Group. (xiv) On 30 December 2020, in accordance with Paragraph 3.06 of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (“SC”) (“Rules”), the Board (save for the interested directors, namely Datuk Wira Azhar Abdul Hamid, Dato’ Shahrol Anuwar Sarman, Dr. Zunika Mohamed and Dato’ Amiruddin Abdul Satar) wishes to announce that RHB Investment Bank Berhad has been appointed to act as the Independent Adviser (“IA”) of FGV to advise the non-interested Directors and the holders of the Offer Shares in respect of the fairness and reasonableness of the Offer, and its appointment is subject to the clearance of eligibility of the Independent Adviser by SC. 60 SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD (i) On 12 January 2021, the unconditional mandatory take-over offer by the Offeror to acquire the offer share for a cash consideration of RM1.30 per offer share had been despatched. (ii) On 22 January 2021, Independent Advice Circular (“IAC”) on the unconditional mandatory take-over by the Offeror has been despatched to the shareholders. The Company’s non-interested directors, namely Dato’ Yusli Mohamed Yusoff, Datuk Mohd Anwar Yahya, Datin Hoi Lai Ping, Dr. Mohamed Nazeeb P. Alithambi and Dr. Nesadurai Kalanithi, did not concur with IAC’s recommendation and recommends that the shareholders reject the offer. IAC is of the opinion that the offer is not fair but reasonable based on its assessment of the offer and recommends to accept the offer. RHB Investment Bank’s assessment of the fairness and propriety of the Offer is stated in the IAC. (iii) On 2 February 2021, the Offeror notified the shareholders that the closing date for the acceptance of the Offer had been extended from 2 February 2021 to 16 February 2021. 189 Notes to the Financial Statements For The Financial Year Ended 31 December 2020 Audited Financial Statements 2020