NOTICE ACCOMPANYING THE ELECTRONIC PROSPECTUS OF WESTPORTS HOLDINGS BERHAD (“WHB”OR “COMPANY”) DATED 19 SEPTEMBER 2013 (“ELECTRONIC PROSPECTUS”) (Unless otherwise indicated, specified or defined in this notice, the definitions in the Prospectus shall apply throughout this notice) Website The Electronic Prospectus can be viewed or downloaded from Bursa Malaysia Securities Berhad’s (“Bursa Securities”) website at www.bursamalaysia.com (“Website”). Availability and Location of Paper/Printed Prospectus Any applicant in doubt concerning the validity or integrity of the Electronic Prospectus should immediately request a paper/printed copy of the Prospectus directly from the Company, Maybank Investment Bank Berhad or Malaysian Issuing House Sdn Bhd. Alternatively, the applicant may obtain a copy of the Prospectus, subject to availability, from participating organisations of Bursa Securities, members of the Association of Banks in Malaysia and members of the Malaysian Investment Banking Association. Prospective investors should note that the Application Forms are not available in electronic format. Jurisdictional Disclaimer The distribution of the Electronic Prospectus and the IPO are subject to the laws of Malaysia. The Electronic Prospectus will not be distributed outside Malaysia. Bursa Securities, the Company, Promoters, Selling Shareholders, Principal Adviser, Joint Global Coordinators, Joint Bookrunners, the Managing Underwriter and Joint Underwriters named in the Electronic Prospectus have not authorised and take no responsibility for the distribution of the Electronic Prospectus outside Malaysia. No action has been taken to permit any offering of the Offer Shares in any jurisdiction other than Malaysia based on the Electronic Prospectus. Accordingly, the Electronic Prospectus may not be used for the purpose of and does not constitute an offer for subscription or purchase or invitation to subscribe for or purchase the Offer Shares offered under the IPO in any jurisdiction or in any circumstances in which such an offer is not authorised or lawful or to any person to whom it is unlawful to make such offer or invitation. The distribution of the Electronic Prospectus and the sale of the Offer Shares offered under the IPO in certain jurisdictions may be restricted by law. Prospective investors are required to inform themselves of and to observe such restrictions. This document is not for publication or distribution, directly or indirectly in whole or in part, in or into the United States of America ("US") (including its territories and possessions, any state of the US and the District of Columbia), Canada or Japan. This document does not constitute an offer to sell or issue or an invitation to acquire or subscribe for any securities of Westports Holdings Berhad in the US, Canada or Japan, or any other jurisdiction where it is unlawful to do so. The securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered, sold, pledged or transferred within or into the US, except pursuant to an exemption under the US Securities Act. The securities are being offered and sold to investors outside the US in reliance on Regulation S under the US Securities Act and within the US only to qualified institutional buyers in reliance on Rule 144A under the US Securities Act. Close of Application Application for the Offer Shares under the Retail Offering will open at 10:00 a.m. on 19 September 2013 and will remain open until 5:00 p.m. on 27 September 2013 or such other date or dates as the Directors, the Selling Shareholders and the Managing Underwriter may decide in their absolute discretion. The Electronic Prospectus made available on the Website after the closing of the Retail Offering is made available solely for informational and archiving purposes. No securities will be offered, allotted or issued on the basis of the Electronic Prospectus after the closing of the Retail Offering. Persons Responsible for the Internet Site in which the Electronic Prospectus is Posted The Electronic Prospectus which is accessible at the Website is owned by Bursa Securities. Users’ access to the website and the use of the contents of the Website and/or any information in whatsoever form arising from the Website shall be conditional upon acceptance of the terms and conditions of use as contained in the Website. The contents of the Electronic Prospectus are for informational and archiving purposes only and are not intended to provide investment advice of any form or kind, and shall not at any time be relied upon as such.
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NOTICE ACCOMPANYING THE ELECTRONIC PROSPECTUS OF WESTPORTS HOLDINGS BERHAD (“WHB”OR “COMPANY”) DATED 19 SEPTEMBER 2013 (“ELECTRONIC PROSPECTUS”) (Unless otherwise indicated, specified or defined in this notice, the definitions in the Prospectus shall apply throughout this notice) Website The Electronic Prospectus can be viewed or downloaded from Bursa Malaysia Securities Berhad’s (“Bursa Securities”) website at www.bursamalaysia.com (“Website”). Availability and Location of Paper/Printed Prospectus Any applicant in doubt concerning the validity or integrity of the Electronic Prospectus should immediately request a paper/printed copy of the Prospectus directly from the Company, Maybank Investment Bank Berhad or Malaysian Issuing House Sdn Bhd. Alternatively, the applicant may obtain a copy of the Prospectus, subject to availability, from participating organisations of Bursa Securities, members of the Association of Banks in Malaysia and members of the Malaysian Investment Banking Association. Prospective investors should note that the Application Forms are not available in electronic format. Jurisdictional Disclaimer The distribution of the Electronic Prospectus and the IPO are subject to the laws of Malaysia. The Electronic Prospectus will not be distributed outside Malaysia. Bursa Securities, the Company, Promoters, Selling Shareholders, Principal Adviser, Joint Global Coordinators, Joint Bookrunners, the Managing Underwriter and Joint Underwriters named in the Electronic Prospectus have not authorised and take no responsibility for the distribution of the Electronic Prospectus outside Malaysia. No action has been taken to permit any offering of the Offer Shares in any jurisdiction other than Malaysia based on the Electronic Prospectus. Accordingly, the Electronic Prospectus may not be used for the purpose of and does not constitute an offer for subscription or purchase or invitation to subscribe for or purchase the Offer Shares offered under the IPO in any jurisdiction or in any circumstances in which such an offer is not authorised or lawful or to any person to whom it is unlawful to make such offer or invitation. The distribution of the Electronic Prospectus and the sale of the Offer Shares offered under the IPO in certain jurisdictions may be restricted by law. Prospective investors are required to inform themselves of and to observe such restrictions. This document is not for publication or distribution, directly or indirectly in whole or in part, in or into the United States of America ("US") (including its territories and possessions, any state of the US and the District of Columbia), Canada or Japan. This document does not constitute an offer to sell or issue or an invitation to acquire or subscribe for any securities of Westports Holdings Berhad in the US, Canada or Japan, or any other jurisdiction where it is unlawful to do so. The securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act”), and may not be offered, sold, pledged or transferred within or into the US, except pursuant to an exemption under the US Securities Act. The securities are being offered and sold to investors outside the US in reliance on Regulation S under the US Securities Act and within the US only to qualified institutional buyers in reliance on Rule 144A under the US Securities Act. Close of Application Application for the Offer Shares under the Retail Offering will open at 10:00 a.m. on 19 September 2013 and will remain open until 5:00 p.m. on 27 September 2013 or such other date or dates as the Directors, the Selling Shareholders and the Managing Underwriter may decide in their absolute discretion. The Electronic Prospectus made available on the Website after the closing of the Retail Offering is made available solely for informational and archiving purposes. No securities will be offered, allotted or issued on the basis of the Electronic Prospectus after the closing of the Retail Offering.
Persons Responsible for the Internet Site in which the Electronic Prospectus is Posted The Electronic Prospectus which is accessible at the Website is owned by Bursa Securities. Users’ access to the website and the use of the contents of the Website and/or any information in whatsoever form arising from the Website shall be conditional upon acceptance of the terms and conditions of use as contained in the Website. The contents of the Electronic Prospectus are for informational and archiving purposes only and are not intended to provide investment advice of any form or kind, and shall not at any time be relied upon as such.
WE
ST
PO
RT
S H
OLD
ING
S B
ER
HA
D (C
omp
any No.: 262761-A
) PROSPEC
TUS
YOU ARE ADVISED TO READ AND UNDERSTAND THE CONTENTS OF THIS PROSPECTUS. IF IN DOUBT, PLEASE CONSULT A PROFESSIONAL ADVISER.
FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH YOU SHOULD CONSIDER,SEE “RISK FACTORS” IN SECTION 5 OF THIS PROSPECTUS.
LISTING SOUGHT: MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD
THIS PROSPECTUS IS NOT TO BE DISTRIBUTED OUTSIDE MALAYSIA.
THIS PROSPECTUS IS DATED 19 SEPTEMBER 2013
RHB Investment Bank Berhad(Company Registration No.: 19663-P)
(A Participating Organisation of Bursa Malaysia Securities Berhad)
The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch
(Company Registration No.: S16FC0010A)
Hong Leong Investment Bank Berhad(Company Registration No.: 10209-W)
(Formerly known as MIMB Investment Bank Berhad)(A Participating Organisation of Bursa Malaysia
Securities Berhad)
AmInvestment Bank Berhad(Company Registration No.: 23742-V)
(A Participating Organisation of Bursa Malaysia Securities Berhad)
INITIAL PUBLIC OFFERING OF UP TO 813,190,000 ORDINARY SHARES OF RM0.10 EACH IN WESTPORTS HOLDINGS BERHAD (“WHB”) (“OFFER SHARES”) IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE 3,410,000,000 ORDINARY SHARES OF RM0.10 EACH IN WHB (“SHARES”) ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING:
(I) INSTITUTIONAL OFFERING OF UP TO 710,890,000 OFFER SHARES TO MALAYSIAN AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS, INCLUDING BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING (“INSTITUTIONAL PRICE”); AND
(II) RETAIL OFFERING OF 102,300,000 OFFER SHARES TO THE MALAYSIAN PUBLIC, ELIGIBLE EMPLOYEES AND DIRECTORS OF WHB AND ITS SUBSIDIARIES (“WHB GROUP”) AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE WHB GROUP, AT THE RETAIL PRICE OF RM2.50 PER OFFER SHARE (“RETAIL PRICE”), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE BETWEEN THE RETAIL PRICE AND THE FINAL RETAIL PRICE (AS DEFINED HEREIN), IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE,
SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AND THE OVER-ALLOTMENT OPTION (AS DEFINED HEREIN). THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF (I) THE RETAIL PRICE; AND (II) THE INSTITUTIONAL PRICE (“FINAL RETAIL PRICE”).
P.O. Box 266, Pulau Indah42009 Port KlangSelangor Darul Ehsan, MalaysiaTelephone no.: +603 3169 4000Fax. no.: +603 3169 4119Website address: www.westportsmalaysia.comE-mail address: [email protected]
PROSPECTUS
Principal Adviser, Joint Global Coordinator, Joint Bookrunner,Managing Underwriter and Joint Underwriter
Joint Global Coordinators and Joint Bookrunners for the Institutional Offering
Joint Bookrunners for the Institutional Offering
Joint Underwriters for the Retail Offering
Merrill Lynch (Singapore) Pte. Ltd.(Company Registration No.: 198602883D)
RHB Investment Bank Berhad(Company Registration No.: 19663-P)(A Participating Organisation of Bursa
Malaysia Securities Berhad)
Credit Suisse (Singapore) Limited(Company Registration No.: 197702363D)
Goldman Sachs (Singapore) Pte.(Company Registration No.: 198602165W)
WESTPORTS HOLDINGS BERHAD(Company No.: 262761-A)
(Incorporated in Malaysia under the Companies Act, 1965)
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