(i) proposed share split involving the subdivision of
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ECONPILE HOLDINGS BERHAD (âECONPILEâ OR THE âCOMPANYâ) (I) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTING
ORDINARY SHARE IN ECONPILE ("ECONPILE SHARE(S)" OR "SHARE(S)") INTO TWO (2) ECONPILE SHARES ("SPLIT SHARE(S)") HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED SHARE SPLIT");
(II) PROPOSED BONUS ISSUE OF UP TO 267,500,005 NEW SPLIT SHARES (âBONUS
SHARESâ) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) SPLIT SHARES HELD ON THE SAME ENTITLEMENT DATE AS THE PROPOSED SHARE SPLIT (âPROPOSED BONUS ISSUE OF SHARESâ); AND
(III) PROPOSED BONUS ISSUE OF UP TO 267,500,005 FREE WARRANTS IN ECONPILE
(âWARRANTSâ) ON THE BASIS OF ONE (1) WARRANT FOR EVERY FOUR (4) SPLIT SHARES HELD ON THE SAME ENTITLEMENT DATE AS THE PROPOSED SHARE SPLIT (âPROPOSED BONUS ISSUE OF WARRANTSâ).
(COLLECTIVELY REFERRED TO AS âPROPOSALSâ)
1. INTRODUCTION
On behalf of the Board of Directors of Econpile (âBoardâ), Kenanga Investment Bank Berhad (âKenanga IBâ) is pleased to announce that the Company is proposing to undertake the following:
(i) Proposed Share Split; (ii) Proposed Bonus Issue of Shares; and (iii) Proposed Bonus Issue of Warrants.
Further details on the Proposals are set out in the ensuing sections of this announcement.
2. DETAILS OF THE PROPOSALS 2.1 Proposed Share Split
The Proposed Share Split entails the subdivision of every 1 existing Econpile Share into 2 Split Shares held by the shareholders of Econpile, whose names appear in the Record of Depositors of the Company as at the close of business (âEntitled Shareholdersâ) on a date to be determined and announced later by the Board (âEntitlement Dateâ). As at 30 August 2017, being the latest practicable date prior to the date of this announcement ("LPD"), the issued share capital of Econpile is RM107,000,002 comprising 535,000,010 Econpile Shares. Upon completion of the Proposed Share Split, the resultant issued share capital of Econpile will be RM107,000,002 comprising 1,070,000,020 Split Shares.
For illustrative purposes, based on the closing market price of Econpile Shares as at the LPD,
the market price of Econpile Shares after the Proposed Share Split shall theoretically be
adjusted as follows:
As at the LPD
After the Proposed
Share Split
Total number of Econpile Shares in issue 535,000,010 1,070,000,020 Econpile Share Price (RM) 2.950 1.475
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The Proposed Share Split is not expected to have any impact on the total value of ordinary shares held by shareholders in the Company. Fractional entitlements of the Split Shares arising from the Proposed Share Split, if any, shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient, and in the best interest of the Company.
2.1.1 Ranking of the Split Shares
The Split Shares shall, upon allotment and issuance, rank pari passu in all respects with each other.
2.1.2 Listing of and quotation for the Split Shares
An application will be made to Bursa Malaysia Securities Berhad (âBursa Securitiesâ) for the Proposed Share Split.
No suspension will be imposed on the trading of the existing Econpile Shares on the Main Market of Bursa Securities for the purpose of implementing the Proposed Share Split as the Proposed Share Split is prescribed as a Specified Subdivision pursuant to paragraph 13.04(3) of the Main Market Listing Requirements of Bursa Securities ("Listing Requirements").
2.2 Proposed Bonus Issue of Shares
The Proposed Bonus Issue of Shares entails an issuance of up to 267,500,005 Bonus Shares to be credited as fully paid-up on the basis of 1 Bonus Share for every 4 Split Shares held by the Entitled Shareholders on the same Entitlement Date as the Proposed Share Split. Fractional entitlements of the Bonus Shares arising from the Proposed Bonus Issue of Shares, if any, shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient, and in the best interest of the Company. The Proposed Bonus Issue of Shares will be implemented concurrently with the Proposed Share Split and the Proposed Bonus Issue of Warrants, and will not be implemented in stages over a period of time.
For illustrative purposes, based on the closing market price of Econpile Shares as at the LPD and after adjusting for the Proposed Share Split and the Proposed Bonus Issue of Shares, the market price of Econpile Shares shall theoretically be adjusted as follows:
As at the LPD
After the
Proposed Share Split
After the Proposed
Bonus Issue of Shares
Total number of Econpile Shares in issue 535,000,010 1,070,000,020 1,337,500,025 Econpile Share Price (RM) 2.950 1.475 1.180
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2.2.1 Capitalisation of share premium The Proposed Bonus Issue of Shares is to be effected by way of capitalising the share premium of the Company.
For illustrative purposes, the pro forma effects of the Proposed Bonus Issue of Shares on the share premium based on the Companyâs; (a) audited financial statements for the financial year ended (âFYEâ) 30 June 2016; and (b) unaudited financial statements for the FYE 30 June 2017, are as follows:
Audited FYE 30 June 2016
(RMâ 000)
Unaudited FYE 30 June 2017
(RMâ 000)
Share premium at Company level 29,006 29,006
Amount to be capitalised for the Proposed Bonus Issue of Shares (26,750) (26,750)
Estimated expenses for the Proposals (360) (360)
After the Proposed Bonus Issue of Shares 1,896 1,896
The Board confirms that the Company has adequate share premium available for the issuance of the Bonus Shares and such share premium which is required for the issuance of the Bonus Shares is unimpaired by losses at the Company level and also on a consolidated basis based on the latest audited consolidated financial statements of Econpile for the FYE 30 June 2016 as well as the latest unaudited financial statement for the period ended 30 June 2017 which is in accordance with paragraph 6.30(1) of the Listing Requirements.
2.2.2 Ranking of the Bonus Shares The Bonus Shares shall, upon allotment and issuance, rank pari passu in all respects with the then existing Econpile Shares, except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment of the Bonus Shares.
2.2.3 Listing of and quotation for the Bonus Shares An application will be made to Bursa Securities for the listing of and quotation for the Bonus Shares on the Main Market of Bursa Securities.
2.3 Proposed Bonus Issue of Warrants
The Proposed Bonus Issue of Warrants involves the issuance of up to 267,500,005 Warrants on the basis of 1 Warrant for every 4 Split Shares held by the Entitled Shareholders on the Entitlement Date. For the avoidance of doubt, the Bonus Shares are not entitled to the Warrants. Assuming all Warrants issued are exercised, the number of new Econpile Shares to be issued will be 267,500,005. Fractional entitlements of the Warrants arising from the Proposed Bonus Issue of Warrants, if any, shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient, and in the best interest of the Company.
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The Proposed Bonus Issue of Warrants will be implemented concurrently with the Proposed Share Split and Proposed Bonus Issue of Shares, and will not be implemented in stages over a period of time. The Warrants will be issued in registered form and constituted by a deed poll to be executed by the Company (âDeed Pollâ). The indicative salient terms of the Warrants are set out in Section 2.3.5 of this announcement.
2.3.1 Ranking of Warrants and new Econpile Shares to be issued arising from the exercise of
the Warrants The holders of the Warrants will not be entitled to any voting rights or participation in any form of distribution other than on winding-up, compromise or arrangement of Econpile to be set out in the Deed Poll and/or any offer of further securities in Econpile until and unless such holders of the Warrants exercise their Warrants into new Econpile Shares. The new Econpile Shares to be issued pursuant to the exercise of the Warrants shall upon allotment and issuance, rank pari passu in all respects with the existing Econpile Shares, except that the new Econpile Shares will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid prior to the date of allotment and issuance of the new Econpile Shares arising from the exercise of the Warrants.
2.3.2 Capitalisation of reserves There will not be any capitalisation of reserves arising from the issuance of the Warrants pursuant to the Proposed Bonus Issue of Warrants. Therefore, the requirement to ensure that the necessary reserves required for capitalisation is unimpaired by losses at the Company level and also on a consolidated basis pursuant to Paragraph 6.30 of the Listing Requirements is not applicable with regards to the Proposed Bonus Issue of Warrants.
2.3.3 Listing of and quotation for the Warrants and new Econpile Shares to be issued arising
from the exercise of the Warrants An application will be made to Bursa Securities for the admission of the Warrants to the Official List of the Main Market of Bursa Securities as well as for the listing of and quotation for the Warrants and the new Econpile Shares to be issued arising from the exercise of the Warrants on the Main Market of Bursa Securities.
2.3.4 Basis of determining the issue price and exercise price of the Warrants The Warrants will be issued at no cost to the shareholders of Econpile on a pro rata basis. The exercise price of the Warrants will be determined and announced at a later date by the Board after obtaining the relevant approvals but before the Entitlement Date. The exercise price of the Warrants will be determined and fixed by the Board after taking into consideration, among others, the following: (i) The historical price movement of Econpile Shares; (ii) The 5-day volume weighted average market price (âVWAMPâ) of Econpile Shares prior
to the price-fixing date, adjusted for the Proposed Share Split and Proposed Bonus Issue of Shares, with a discount or premium to be determined later based on market-based principles;
(iii) The prevailing market conditions; and
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(iv) The future working capital requirements of Econpile and its subsidiaries (âEconpile Groupâ).
For illustrative purposes, based on 5-day VWAMP of Econpile Shares of RM2.9618 up to and including the LPD and after adjusting for the Proposed Share Split and Proposed Bonus Issue of Shares, the exercise price of the Warrants would be approximately RM1.19. The Board wishes to emphasise that the indicative exercise price of RM1.19 per Warrant should not be taken as an indication of or reference to the actual exercise price of the Warrants, which will be determined and announced on the price-fixing date.
2.3.5 Indicative principal terms of the Warrants
The indicative principal terms of the Warrants are set out as follows:
Terms Details
Issue size : Up to 267,500,005 Warrants. Form and denomination
: The Warrants will be issued in registered form and constituted by a Deed Poll to be executed by the Company.
Tenure 5 years commencing from and inclusive of the date of issue of the
Warrants Exercise price : The exercise price of the Warrants shall be determined and fixed by
the Board at later date after receipt of all relevant approvals but before the announcement of the Entitlement Date.
Exercise period : The period commencing on, and inclusive of, the issue date and
ending at 5.00pm on the date preceding the 5th anniversary of the
issue date, provided that if such day falls on a day which is not a market day, then it shall be the market day immediately preceding the said non-market day. Any Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any purpose.
Mode of exercise : A Warrant holder must complete and sign the exercise notice (which
shall be irrevocable) and deliver the duly completed and executed exercise notice to the Companyâs registrar together with a remittance by way of bankerâs draft or cashierâs order or money order or postal order drawn on a bank or post office operating in Malaysia.
Exercise rights : Each Warrant shall entitle the Warrant holder to subscribe for 1 new
Econpile Share at any time during the Exercise Period at the Exercise Price, subject to adjustments in accordance with the provisions of the Deed Poll.
Expiry date : The close of business at 5.00 p.m. in Malaysia on the date
immediately preceding the fifth (5th) anniversary of the date of
issuance of the Warrants, and if such date is not a Market Day, then on the preceding Market Day.
Board lot : For the purposes of trading on Bursa Securities, a board lot for the
Warrants shall be 100 Warrants carrying the right to subscribe for 100 Shares or such number of Shares as may be varied from time to time by any relevant authorities.
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Terms Details
Participating rights of the Warrant holders in any distribution and/or offer of further securities
: The Warrant holders shall not participate in any rights, allotments, dividends and/or other distributions, the entitlement date of which precedes the date of allotment of the new Econpile Shares upon the exercise of the Warrants. The Warrant holders are not entitled to any voting rights in any general meeting of the Company or to participate in any form of distribution and/or offer of securities in the Company until and unless such Warrant holders exercise their Warrants into new Econpile Shares.
Adjustment in the exercise price and/or number of Warrants
: The Exercise Price and/or number of Warrants in issue shall from time to time be adjusted subject to adjustments under certain circumstances in accordance with the provisions of the Deed Poll by the Board in consultation with an approved adviser appointed by the Company and certified by the auditors of the Company.
Modifications of rights of the Warrant holders
: The Company may, from time to time, without the consent or sanction of the Warrant holders but in accordance with the Deed Poll, modify the Deed Poll, if such modification made does not materially prejudice the interests of the Warrant holders or is made to correct a manifest error or to comply with prevailing laws of Malaysia, rules of Bursa Malaysia Depository Sdn Bhd, Securities Industry (Central Depositories) Act, 1991 and/or the Listing Requirements.
Subject to the above and the approval of any relevant authority, any modification, alteration or abrogation of the covenants or provisions contained in the Deed Poll proposed or agreed to by the Company must be sanctioned by special resolution of the holders of the Warrants, effected by the Deed Poll and expressed to be supplemental and comply with the requirements of the Deed Poll.
Rights of the Warrant holders in the event of winding-up, liquidation, compromise or arrangement
: If a resolution is passed for a membersâ voluntary winding-up of the Company or there is a compromise or arrangement, whether or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with one (1) or more companies,
(i) for the purposes of such winding-up, compromise or arrangement (other than a consolidation, amalgamation or merger in which the Company is the continuing corporation) to which the Warrant holders, or some persons designated by them for such purposes by a special resolution will be a party, the terms of such winding up, compromise and arrangement shall be binding on all the Warrant holders; or
(ii) every Warrant holder shall be entitled (upon and subject to the conditions) at any time within 6 weeks after the passing of such resolution for a membersâ voluntary winding-up of the Company or 6 weeks after the granting of the court order approving the compromise or arrangement, by the irrevocable surrender of his Warrants to the Company, elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement exercised the Exercise Rights represented by such Warrants to the extent specified in the exercise notice(s) and be entitled to receive out of the assets of the Company which would be available in liquidation as if he had on such date been the holder of the Shares to which he would have become entitled pursuant to such exercise and the liquidator of the Company shall give effect to such election accordingly. Upon the expiry of the above 6 weeks, all exercise rights of the Warrants shall lapse and cease to be valid for any purpose.
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Terms Details
Governing law : The laws of Malaysia.
3. UTILISATION OF PROCEEDS
The Proposed Share Split and the Proposed Bonus Issue of Shares will not raise any funds for the Company. The Proposed Bonus Issue of Warrants will not raise any immediate funds upon its issuance as the Warrants will be issued at no cost by the Company to the entitled shareholders of Econpile. The exact quantum of the proceeds that may be raised by Econpile would depend upon the exercise price of the Warrants and the actual number of Warrants exercised during the tenure of the Warrants. As such, the actual timeframe for utilisation of the proceeds is not determinable at this juncture. Assuming full exercise of the Warrants at the indicative exercise price of RM1.19 per Warrant, a total of up to 267,500,005 new Econpile Shares would be issued and the Company could potentially raise a maximum gross proceeds of approximately RM318,325,006. Such proceeds if raised (as and when the Warrants are exercised), shall be utilised for the future working capital requirements of Econpile Group, which include, among others, payment for trade and other payables, staff costs and other operating expenses such as rental and utilities. The proceeds to be utilised for each component of working capital are subject to the Econpile Groupâs operating requirements at the time of utilisation and therefore cannot be determined at this juncture.
4. RATIONALE FOR THE PROPOSALS
4.1 Proposed Share Split The Proposed Share Split will not have any direct impact on the market capitalisation of the Company. However, the Proposed Share Split would result in an adjustment to the market price of Econpile Shares to a more affordable entry price, thus potentially appealing to a wider group of public shareholders and/ or investors to participate in the growth of the Company. Therefore, the Proposed Share Split is expected to enhance the marketability and trading liquidity of the ordinary shares of the Company on the Main Market of Bursa Securities.
The Proposed Share Split would also enable the existing shareholders of Econpile to have a larger number of Shares while maintaining their percentage of equity interest.
4.2 Proposed Bonus Issue of Shares After due consideration, the Board is of the view that the Proposed Bonus Issue of Shares is an appropriate avenue for rewarding the existing shareholders of Econpile as the Proposed Bonus Issue of Shares will: (i) reward the existing shareholders of the Company for their confidence and continuous
support to Econpile Group; (ii) give shareholders additional participation in the equity of the Company in terms of
number of Shares held, whilst maintaining their equity interest; and (iii) enhance the marketability and trading liquidity of Econpile Shares on Bursa Securities
by way of a larger capital base.
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4.3 Proposed Bonus Issue of Warrants The Board is of the view that the Proposed Bonus Issue of Warrants is an appropriate avenue for rewarding the existing shareholders of Econpile after taking into consideration, among others, the following factors: (i) the Proposed Bonus Issue of Warrants will reward the shareholders for their continuous
support by enabling them to participate in a derivative of Econpile without incurring any costs;
(ii) the issuance of Warrants will provide the shareholders with an opportunity to further
increase their equity participation in the Company by exercising the Warrants at a pre-determined price over the tenure of the Warrants. The shareholders who are entitled to the Warrants may also benefit from any potential capital appreciation arising from the exercise of the Warrants;
(iii) pursuant to the exercise of Warrants into new Econpile Shares, the financial position of
the Group will be strengthened with enhanced shareholdersâ funds and enlarged capital base which is expected to potentially improve the liquidity of Econpile Shares on the Main Market of Bursa Securities; and
(iv) the Warrants will enable the Company to raise further proceeds as and when the
Warrants are exercised, for working capital requirements of the Econpile Group. 5. EFFECTS OF THE PROPOSALS
For illustrative purposes, the pro forma effects of the Proposals on the share capital, net assets (âNAâ) per share and gearing, substantial shareholdersâ shareholdings, earnings and earnings per share (âEPSâ) and convertible securities are as follows:
5.1 Share capital
The pro forma effects of the Proposals on the share capital of the Company are as follows:
No. of
Econpile Shares
Amount
(â000) (RM â000)
Share capital as at the LPD 535,000 107,000
After the Proposed Share Split 1,070,000 107,000 Bonus Shares to be issued pursuant to the Proposed Bonus Issue of Shares 267,500 26,750 New Shares to be issued arising from the exercise of Warrants
(1) 267,500
(2)318,325
Enlarged issued share capital 1,605,000 452,075
Notes:
(1) Assuming all Entitled Shareholders of the Company exercise their Warrants. (2) Assuming issuance of new Econpile Shares pursuant to the full exercise of Warrants at the illustrative
exercise price of RM1.19 per Warrant.
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5.2 NA per share and gearing
The pro forma effects of the Proposals on the NA per Econpile Share and gearing of the Econpile Group are as follows:
Pro forma (I)
Pro forma (II)
Pro forma (III)
Pro forma (IV)
Audited as at 30 June 2016
After the Proposed
Share Split
After Pro forma (I)
and the Proposed
Bonus Issue of Shares
After Pro forma (II) and
Proposed Bonus Issue of
Warrants
After Pro forma
(III) and Assuming Full
Exercise of Warrants
(4)
(RM â000) (RM â000) (RM â000) (RM â000) (RM â000)
Share capital 107,000 107,000 133,750 133,750 452,075 Share premium
(1) 29,006
(2)28,646
(3)1,896 1,896 1,896
Deficit in business combination (87,000) (87,000) (87,000) (87,000) (87,000) Retained earnings 198,251 198,251 198,251 198,251 198,251
NA attributable to shareholders of the Company 247,257 246,897 246,897 246,897 565,222
Number of Econpile Shares in issue (â000) 535,000 1,070,000 1,337,500 1,337,500 1,605,000 NA per Econpile Share (RM)
(5) 0.46 0.23 0.18 0.18 0.35
Total borrowings 30,866 30,866 30,866 30,866 30,866
Gearing (times)(6)
0.12 0.13 0.13 0.13 0.05
Notes:
(1) With the introduction of the Companies Act, 2016 (âActâ), the Company has elected to utilise its share premium for purposes stipulated in Section 618(3) of the Act. (2) After deducting estimated expenses of RM0.36 million relating to the Proposals.
(3) After capitalising approximately RM26.75 million for the Proposed Bonus Issue of Shares.
(4) Based on the illustrative exercise price of RM1.19 per Warrant.
(5) Calculated as NA attributable to shareholders of the Company divided by the number of Econpile Shares in issue. (6) Calculated as total borrowings (all interest bearing debts) divided by NA attributable to shareholders of the Company.
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5.3 Substantial shareholdersâ shareholdings
The pro forma effects of the Proposals on the shareholdings of the substantial shareholders of Econpile Group are as follows:
Pro forma (I)
As at the LPD After the Proposals
After the Pro forma (I) and Assuming Full Exercise of Warrants
Direct Indirect Direct Indirect Direct Indirect
Substantial shareholders
No. of Econpile
Shares (â000)
%
No. of Econpile
Shares (â000)
%
No. of Econpile
Shares (â000)
%
No. of Econpile
Shares (â000)
%
No. of Econpile
Shares (â000) %
No. of Econpile
Shares (â000)
%
The Cheng Eng 145,800 27.25 152 * 0.03 364,500 27.25 380* 0.03 437,400 27.25 456* 0.03
Pang Sar 116,800 21.83 - - 292,000 21.83 - - 350,400 21.83 - -
Note: * Deemed interested by virtue of his childrenâs direct interest pursuant to Section 8 of the Act.
The Proposals will not have any effect on the percentage shareholdings of the substantial shareholders of Econpile as the Bonus Shares and Warrants will be allotted on a pro-rata basis to all shareholders of the Company. However, the number of Econpile Shares held by each substantial shareholder will increase proportionately as a result of the Proposals.
THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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5.4 Earnings and EPS
The Proposals are not expected to have any material effect on the earnings of the Econpile Group for the financial year ending 30 June 2018. However, assuming that the earnings of the Group remain unchanged, the EPS of the Econpile Group will be proportionately diluted as a result of the increase in the number of Econpile Shares arising from the Proposed Share Split, the Proposed Bonus Issue of Shares and potential exercise of Warrants.
5.5 Convertible securities
As at the LPD, the Company does not have any convertible securities.
6. APPROVALS REQUIRED
The Proposals are subject to the following approvals being obtained:-
(a) Bursa Securities for the following:
(i) Proposed Share Split; (ii) Listing of and quotation for up to 267,500,005 Bonus Shares on the Main Market
of Bursa Securities; (iii) Admission to the Official List and the listing of and quotation for up to
267,500,005 Warrants on the Main Market of Bursa Securities; and
(iv) Listing of and quotation for up to 267,500,005 new Econpile Shares to be issued pursuant to the exercise of Warrants on the Main Market of Bursa Securities;
(b) The shareholders of the Company at an Extraordinary General Meeting to be convened for the Proposals; and
(c) Any other relevant authorities and/or parties (where required). Proposed Bonus Issue of Shares and the Proposed Bonus Issue of Warrants are conditional upon the Proposed Share Split but not vice versa. The Proposed Bonus Issue of Shares and the Proposed Bonus Issue of Warrants are not inter-conditional upon each other.
Save for the above, the Proposals are not conditional upon any other corporate exercise undertaken or to be undertaken by the Company.
7. ESTIMATED TIMEFRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposals are expected to be completed by the 2
nd half of 2017.
8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM None of the Directors and major shareholders of the Company and/or persons connected to them has any interest, direct or indirect, in the Proposals beyond their respective entitlements to the Split Shares, Bonus Shares and Warrants as shareholders of Econpile, to which all other shareholders of Econpile are similarly entitled to on a pro rata basis.
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9. IMPLICATION OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2016
As at the LPD, The Cheng Eng, Pang Sar and the persons acting in concert with them (âPACsâ), who collectively hold 262,852,010 Econpile Shares representing approximately 49.13% of the issued share capital of Econpile, may as a result of exercise of Warrants held by them, be obliged to undertake a mandatory take-over offer for all the remaining shares not already held by them (âWarrants MGO Obligationâ) pursuant to the Malaysian Code on Take-Overs and Mergers, 2016 and Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (âSCâ) on 15 August 2016 (âCodeâ).
In such an event, The Cheng Eng, Pang Sar and the PACs intend to seek an exemption from the SC from having to undertake the Warrants MGO Obligation in accordance with Paragraph 4.08(1) of the Code. An exemption application, if any, will be submitted to the SC when The Cheng Eng, Pang Sar and the PACs are certain on the timing of exercise of the Warrants held by them.
10. DIRECTORSâ STATEMENT
After having considered all aspects of the Proposals, the Board is of the opinion that the Proposals are in the best interest of the Company.
11. APPLICATION TO THE RELEVANT AUTHORITIES
An application to the relevant authorities seeking approval for the Proposals is expected to be made within one (1) month from the date of this announcement.
12. ADVISER
Kenanga IB has been appointed to act as the Adviser to the Company for the Proposals.
This announcement is dated 6 September 2017.