KUALA LUMPUR (Oct 11): Johan Holdings Bhd's chairman and chief executive Tan Sri Tan Kay Hock and his wife, who collectively own about 48% of the group's shares, are making a conditional mandatory takeover offer for the remaining shares.

Tan, who is also the chairman of George Kent (M) Bhd, and Puan Sri Tan Swee Bee are offering to buy the remaining shares at 25 sen each.

In a filing to Bursa Malaysia today, Johan said Mustika Manis Sdn Bhd, a company wholly owned by the couple, has just acquired 15 million shares or 2.41% of the voting shares in the group for RM3.75 million, or at 25 sen a share.

Prior to this, Tan and his wife already held a 45.76% stake in Johan via their vehicles Kin Fai International Ltd, Kwok Heng Holdings Ltd, Star Wealth Investment Ltd and Suncrown Holdings Ltd.

As the 45.76% stake falls between the 33% and 50% mandatory takeover offer-triggering range, and as Mustika has subsequently acquired more than 2% of Johan's voting shares in a period of six months, Mustika is obliged to acquire all remaining Johan shares.

The offer price of 25 sen is equivalent to the price paid by Mustika, and is a 1.96% discount to Johan's closing market price yesterday of 25.5 sen. The offerors intend to maintain the listing status of Johan.

At 4.43pm today Johan shares were up 0.5 sen or 1.96% at 26 sen, with 14.08 million shares traded.