KUALA LUMPUR (April 22): Ranhill Holdings Sdn Bhd and Ranhill Group Sdn Bhd (RGSB) has entered into a supplemental agreement for the Ranhill WorleyParsons Sdn Bhd (RWorley) call option agreement, in a move to bring the latter’s oil and gas engineering unit under the first.
In a filing by Symphony House Bhd on Bursa Malaysia, the company said the salient terms of the supplemental agreement includes amendments to the exercise period for the RWorley call option agreement and method of settlement for the call option price.
“The exercise period for the call option granted by RGSB to Ranhill Holdings to acquire RGSB’s entire 51% equity interest in RWorley pursuant to the proposed RWorley call option, has been extended from 3rd month to 6th month, to 3rd month to 18th month from the date of completion of the proposed offering.
“The method of settlement of the call option price has been amended from settlement fully made in shares in Ranhill Holdings, to settlement via a combination of cash and shares in Ranhill Holdings, at an issue price and in a proportion to be determined and mutually agreed by Ranhill Holdings and RGSB upon the exercise of the call option,” said Symphony.
It added that the other terms of the proposal remain the same.
To recap, in mid-2014, Ranhill Holdings was set up as a special purpose vehicle to undertake the reverse takeover (RTO) of Symphony, which will see the former injecting RM800 million worth of water and power assets into the latter.
As part of the RTO, Symphony entered into several agreements with Ranhill Holdings which entails the exchange of the entire issued and paid up capital of Symphony, less any treasury shares held on the basis of 1 Ranhill Holdings share for every 10 existing Symphony shares, at an entitlement date to be determined and announced later.
Ranhill Holdings also entered into a conditional share sale agreement (SSA) with Ranhill Utilities Sdn Bhd (RUSB), a wholly-owned subsidiary of RGSB, to acquire its equity interest in SAJ Holdings Sdn Bhd, Ranhill Water Services Sdn Bhd, Ranhill Water Technologies (Cayman) Ltd (RWT Cayman) and Water Stones Associates Sdn Bhd for RM693 million, through the issuance of 433.125 million new Ranhill Holdings shares at an issue price of RM1.60 per Ranhill Holdings share.
Ranhill Holdings and Symphony had initially expected to obtain approvals for the exercise in November 2014, in order for Ranhill Holdings to make a debut in the local bourse in February this year. However, there has been delays pertaining to the exercise.