Saturday March 17, 2012

Nadzmi resigns as Proton chairman and director

KUALA LUMPUR: Datuk Seri Mohd Nadzmi Mohd Salleh has resigned as Proton chairman and director effective immediately due to the change in shareholdings in Proton Holdings Bhd.

According to a statement to Bursa Malaysia yesterday, Nadzmi’s resignation was part of the terms that had been agreed upon when DRB-Hicom Bhd signed the conditional share sale and purchase agreement with Khazanah Nasional Bhd to sell the latter’s 42.74% stake to the former on Jan 16.

This was because Nadzmi was also a director who had been nominated by Khazanah to Proton’s board.

Nadzmi’s resignation is effective immediately.

“On March 14, 2012, the shareholders of DRB-Hicom had approved the acquisition. Accordingly, the share sale and purchase agreement in relation to the acquisition has become unconditional on the same date and upon the completion of the acquisition, DRB-Hicom’s equity interest in Proton has increased from approximately 7.27% to approximately 50.01%,” it said.

Following this, DRB-Hicom had also served a notice of unconditional takeover offer to the Proton’s board of directors informing of its intention to undertake an unconditional takeover offer to acquire all the remaining ordinary shares in Proton for RM5.50 cash for each Proton share.

The announcement also stated that Proton had been informed by Khazanah via a letter dated March 16 that the latter had obtained the explicit approval from the Securities Commission for a waiver with complying with Section 37 of the Malaysian Code on Take-Overs and Mergers, 2010.

Section 37 states that a director of the offeree shall not resign from the board of directors of the offeree until the first closing date of the takeover offer or the date when the takeover offer becomes or is declared wholly unconditional, whichever is the later.

“Following this, the resignation of the nominated directors during the offer period is allowed,” it said.

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