Kuala lumpur: Epicon Bhd has entered into a conditional share sale agreement with Lagenda Properties Bhd to acquire a 60 per cent stake in Rantau Urusan (M) Sdn Bhd and LPB Construction Sdn Bhd (the target companies) for RM543.16 million.

According to BERNAMA News Agency, the acquisition will be fulfilled through the issuance of 1.86 billion shares in Epicon at an issue price of 13 sen per consideration share, alongside 1.35 billion redeemable convertible preference shares - Class A (RCPS A) at the same issue price. The agreement grants Epicon an irrevocable right to require Lagenda to sell up to the remaining 400,000 shares in Rantau Urusan and 300,000 shares in LPB Construction, representing up to a 40 per cent equity interest in the target companies, for RM362.11 million.

Epicon is also planning to undertake a private placement of 240 million Epicon shares at an issue price of 13 sen per placement share to identified third-party investors. Additionally, amendments to its constitution will be made to facilitate the issuance and allotment of the consideration RCPS A and the option consideration RCPS A.

In conjunction with the agreement, Doh Properties Sdn Bhd and Lagenda Properties Bhd, along with their respective persons acting in concert (PACs), are seeking an exemption under subparagraph 4.08(1) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia. This exemption will relieve them from the obligation to undertake mandatory take-over offers (MGOs).

Epicon stated that Doh Properties Sdn Bhd and its PACs are seeking an exemption from undertaking an MGO for the remaining Epicon shares not already owned by Doh Properties and its PACs upon the full conversion of 233 million redeemable convertible preference shares in Epicon held by Doh Properties. Similarly, Lagenda Properties and its PACs aim to avoid an MGO for the remaining Epicon shares not already owned by them following the acquisitions.

In a separate filing, Lagenda Properties detailed the proposed disposal of 600,000 shares in Rantau Urusan, representing a 60 per cent equity interest in Rantau Urusan, to Epicon for RM280.15 million. Epicon will also acquire a 60 per cent equity interest in LPB Construction for RM263.01 million. The filing further confirmed that Lagenda granted Epicon an irrevocable right to purchase the remaining shares in Rantau Urusan and LPB Construction, representing up to a 40 per cent equity interest in the target companies, for RM362.11 million.