We refer to the Company's announcement dated 1 April 2026 in relation to the unconditional mandatory take-over offer by YTL Cement Berhad ("Offeror") through CIMB Investment Bank Berhad to acquire all the remaining ordinary shares in CEPCO not already owned by the Offeror and persons acting in concert with it ("Offer Shares") for a cash consideration of RM2.60 per Offer Share ("Offer"), as well as the Offer Document dated 22 April 2026 relating to the Offer ("Offer Document"). Unless otherwise stated, the terms used herein shall have the same meanings as those set out in the Offer Document.
The Board of Directors of the Company wishes to announce that CEPCO has today received a notice from the Offeror stating that it had, as of 7 May 2026, acquired 10,373,560 Offer Shares through valid acceptances under the Offer. As a result, the Offeror now holds 50,291,139 CEPCO Shares, representing approximately 67.4% of the total issued shares of the Company. Based on the shareholdings of the Offeror and Progressive Metal Works Sdn Bhd, being an existing substantial shareholder of the Company holding 9.3% of the total issued shares of the Company, the public shareholding spread of the Company is now approximately 23.3%.
Accordingly, CEPCO does not comply with the Public Spread Requirement pursuant to subparagraph 8.02(1) of the Listing Requirements where a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders.
The shortfall in the Public Spread Requirement arose as a direct consequence of the Offer and the shortfall may increase further as a result of additional valid acceptances under the Offer until it is closed for acceptances on 5:00 p.m. (Malaysian time) on Wednesday, 13 May 2026, or any further extension thereof.
Notwithstanding the above, the Offeror has stated in Section 4.1 of the Offer Document that "The Offeror intends to maintain the listing status of CEPCO on the Main Market of Bursa Securities. Accordingly, in the event that CEPCO does not comply with the Public Spread Requirement as a result of the Offer, the Offeror shall work together with CEPCO to explore various options or proposals to rectify the non-compliance with the Public Spread Requirement.
Any action to address the Public Spread Requirement may require the approvals of Bursa Securities and/or the shareholders of CEPCO. The actual course of action to be taken will depend on, among others, the circumstances as well as the prevailing market conditions at the relevant time.
In this regard, the Offeror intends to work together with CEPCO to explore and implement appropriate measures to rectify any shortfall in the Public Spread Requirement. Such measures may include, but are not limited to, placement of existing or new CEPCO Shares by the Offeror or CEPCO respectively to third-party investors and/or any other corporate exercises which may increase the level of public shareholding.
Notwithstanding the above, there can be no assurance that the Public Spread Requirement can be rectified within the timeframe as allowed by Bursa Securities or that any application for an extension of time will be approved. The grant of any such extension is solely at the discretion of Bursa Securities. In such event of non-compliance with the Public Spread Requirement, Bursa Securities may at its discretion suspend the trading of CEPCO Shares until the requirement is met. As at 15 April 2026, no arrangements on the above have been made by the Offeror."
The Company will, in due course after the close of the Offer, make the requisite announcements in relation to the status of its efforts to comply with the Public Spread Requirement pursuant to the Listing Requirements.
This announcement is dated 8 May 2026.