Thursday, January 16th, 2025

YTL Cement’s Mandatory Offer for NSL Ltd: Non-Assenting Shareholders’ Rights and Procedures Explained




YTL Cement’s Strategic Move: NSL Ltd. Listing Status Secure, Offers Shareholders a Potential Windfall


YTL Cement’s Strategic Move: NSL Ltd. Listing Status Secure, Offers Shareholders a Potential Windfall

YTL Cement Berhad has made a significant move in the market with its recent acquisition of an 81.24% stake in NSL Ltd., a deal valued at approximately S\$227.6 million, equating to S\$0.75 per share. This acquisition has been executed through a conditional sale and purchase agreement with 98 Holdings Pte. Ltd.

Following the acquisition, YTL Cement’s total shareholding in NSL Ltd. has reached 91.02%. This development triggers the rights under Section 215(3) of the Companies Act, allowing non-assenting shareholders the option to require YTL Cement to purchase their shares at the offer price of S\$0.75 per share. The deadline for this exercise is set for 5 March 2025.

Importantly for shareholders, YTL Cement has expressed its intent to maintain NSL Ltd.’s listing status on the Singapore Exchange (SGX-ST). The company plans to take necessary actions to restore the public float to at least 10% within three months, which might involve a compliance placement or selling down part of its shares in the market. This strategic decision could stabilize and potentially enhance NSL Ltd.’s market presence, which is crucial for current and prospective shareholders.

Shareholders who have not accepted the offer and wish to remain with the company need not take any further action. However, those considering exercising their rights should ensure that all relevant documentation is accurately completed and submitted by the specified deadline to qualify for the cash offer. The process for exercising these rights is detailed in the accompanying documents provided by YTL Cement.

For investors, especially those overseas, it is essential to understand the legal implications of these transactions in their respective jurisdictions. YTL Cement has cautioned that this offer does not extend to jurisdictions where such actions are deemed unlawful.

As YTL Cement Berhad progresses with its strategic acquisition and fulfillment of statutory obligations, shareholders are advised to stay informed and consult with their financial advisors to make well-grounded decisions regarding their holdings in NSL Ltd.

Disclaimer: This article is for informational purposes only and should not be construed as financial advice. Investors are advised to perform their own research or consult with a professional financial advisor before making any investment decisions.




View NSL Historical chart here



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