The finalised draft agreement will dispose of the four highways (Shah Alam Expressway, Damansara-Puchong Expressway, Sprint Expressway and SMART tunnel) to Amanat Lebuhraya Rakyat for an aggregate sum of RM4.477 billion, with Gamuda’s portion amounting to RM2.347 billion.
It said the decision on the proposed disposal of Lingkaran Trans Kota Sdn Bhd (Litrak, the concessionaire of the Damansara-Puchong Expressway) and that of Sistem Penyuraian Trafik KL Barat Sdn Bhd (Sprint) would depend entirely on the votes of the non-interested shareholders present at the extraordinary general meeting (EGM) of Lingkaran Trans Kota Holdings Bhd (Litrak Holdings), its 42.8% associate company, other than Gamuda.
Litrak Holdings has 100% equity interest in Litrak and a 50% stake in Sprint.
In a filing with Bursa Malaysia today, Gamuda said its board is of the view that none of the company’s shareholders has any interest, direct or indirect, in relation to the proposed disposals.
However, it “is mindful that Permodalan Nasional Bhd (PNB) is the largest shareholder of Gamuda and the second-largest shareholder of Litrak Holdings (after Gamuda)”.
“As such, we have submitted an application to Bursa Malaysia Securities Bhd (Bursa Securities) to seek concurrence from Bursa Securities that PNB is a non-interested shareholder and hence, PNB is not required to abstain from voting at the Gamuda EGM (in respect of the proposed disposals of Litrak and Sprint),” it said.
Gamuda said it is also aware that Litrak Holdings, through its principal adviser, had also submitted a similar application to Bursa Securities to seek concurrence that PNB is also not in a position of conflict of interest and that PNB is not required to abstain from voting.
However, Gamuda acknowledged that it is an interested party in the shareholder voting process at the EGM of Litrak Holdings for the proposed Litrak disposal and the proposed Sprint disposal, especially given its role as the key negotiator with ALR for all the proposed disposals.
“As such, Gamuda shall abstain from voting at the EGM of Litrak Holdings to be convened in respect of the proposed disposal of Litrak and the proposed disposal of Sprint (in respect of Litrak Holdings’ 50% direct interest in Sistem Penyuraian Trafik KL Barat Holdings Sdn Bhd, or Sprint Holdings),” it said.
The Gamuda board will table only the resolutions for the proposed disposal of Kesas Sdn Bhd (in respect of Gamuda’s 70% direct interest in Kesas Holdings Bhd), the proposed disposal of Syarikat Mengurus Air Banjir & Terowong Sdn Bhd (Smart) (in respect of Gamuda’s 50% direct interest in Projek Smart Holdings Sdn Bhd) and the proposed disposal of Sprint (in respect of Gamuda’s 30% direct interest in Sprint Holdings) at its EGM to be convened.
Notwithstanding the disclosure above, both Gamuda and its associate Litrak Holdings are awaiting Bursa Securities’ decision on their respective concurrence applications.
“Pending the decision from Bursa Securities on the concurrence applications, PNB may or may not abstain from voting on the resolutions in respect of the proposed disposals at the EGM of Gamuda and/or Litrak Holdings,” Gamuda said.
Gamuda said it will make the necessary announcements in relation to the concurrence application on receipt of a decision from Bursa Securities.
The disposal consideration for each proposed disposal is to be satisfied entirely in cash by ALR.
It said the proposed disposals are expected to be completed by June 30.
At market close today, shares of Gamuda rose 2.27% to RM3.60 with 768,300 shares transacted.