HARTALEGA HOLDINGS BERHAD (Company No X) (Incorporated in Malaysia)

Transcription

1 THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. HARTALEGA HOLDINGS BERHAD (Company No X (Incorporated in Malaysia NOTICE TO WARRANT HOLDERS in relation to the EXPIRY AND LAST DATE FOR THE EXERCISE OF WARRANTS 2012/2015 STOCK NAME : HARTA-WA STOCK CODE : 5168WA IMPORTANT RELEVANT DATES Last date and time for trading of Warrants 2012/2015 : Wednesday, 13 May 2015 at 5.00 p.m. Date and time of suspension of trading of Warrants 2012/2015 : Thursday, 14 May 2015 at 9.00 a.m. Last date and time for exercise of Warrants 2012/2015 : Friday, 29 May 2015 at 5.00 p.m. Date and time of expiry of Warrants 2012/2015 : Friday, 29 May 2015 at 5.00 p.m. Removal of Warrants 2012/2015 from the Official List of Bursa : Monday, 1 June 2015 at 9.00 a.m. Malaysia Securities Berhad This Notice is dated 29 April 2015

2 DEFINITIONS ===================================================================================== Unless the context otherwise requires, the following shall have the following meanings throughout this Notice: HHB or the Company HHB Share(s Board Bursa Depository Bursa Securities CDS Deed Poll Exercise Price Exercise Rights Hartalega Holdings Berhad ( X Ordinary share(s of RM0.50 each in HHB Board of Directors Bursa Malaysia Depository Sdn Bhd ( W Bursa Malaysia Securities Berrhad ( W Central Depository System The deed poll executed by HHB on 14 May 2012 to constitute the Warrants and to govern the rights of holders of the Warrants Ringgit Malaysia Four and Sen Fourteen (RM4.14 only payable in respect of each new HHB Share to which a Warrant Holder will be entitled to subscribe upon exercise of the Exercise Rights The rights of a Warrant Holder to subscribe for one (1 new HHB Share for each Warrant at the Exercise Price and upon the terms of and subject to the conditions of the Deed Poll Expiry Date Friday, 29 May 2015 Notice Warrants Notice to Warrants Holders of HHB in relation to the expiry and final exercise of Warrants dated 29 April 2015 HHB s existing warrants issued on 14 May 2012 pursuant to the terms and conditions of the Deed Poll and will be expiring on 29 May 2015 Warrant Holders Holder(s of Warrants 2012/2015 i

3 CONTENTS NOTICE TO THE WARRANT HOLDERS OF HHB PAGE 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING 2 2. EXERCISE PRICE AND PAYMENT OF EXERCISE PRICE 2 3. EXERCISE OF EXERCISE RIGHTS 2 4. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS 2 5. EXPIRY OF WARRANTS 3 6. CONTACT DETAILS FOR ENQUIRIES 3 7. DIRECTORS RESPONSIBILITY STATEMENT 3 EXERCISE FORM FOR WARRANTS Enclosed ii

4 HARTALEGA HOLDINGS BERHAD (Company No X (Incorporated in Malaysia Registered Office: B-25-2, Block B, Jaya One, No. 72A, Jalan Universiti, Petaling Jaya, Selangor Darul Ehsan. Date: 29 April 2015 Board of Directors:- Kuan Kam Kwan Kam Onn (Executive Chairman Kuan Mun Leong (Managing Director Kuan Mun Keng (Non-Independent Executive Director Dato Mohamed Zakri Bin Abdul Rashid (Senior Independent Non-Executive Director Liew Ben Poh (Independent Non-Executive Director Dato Tan Guan Cheong (Independent Non-Executive Director Dr Danaraj A/L Nadarajah (Non-Independent Executive Director Razman Hafidz Bin Abu Zarim (Independent Non-Executive Director To: The Warrant Holders of Hartalega Holdings Berhad Dear Sir/Madam, NOTICE TO WARRANT HOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF THE WARRANTS 2012/2015 NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions as stipulated in the Deed Poll dated 14 May 2012, the Exercise Rights of the Warrants will expire at 5.00 p.m. on Friday, 29 May 2015 ( Expiry Date. Accordingly, holders of Warrants intending to exercise their Warrants are advised to deliver the documents referred to in Section 3(ii of this Notice to the Share Registrar of HHB not later than 5.00 p.m. on the Expiry Date. The total number of Warrants as at 23 April 2015, being the latest practicable date prior to the printing of this Notice is 16,459,609 Warrants not exercised by 5.00 p.m. on the Expiry Date will lapse and become null and void and cease to be exercisable thereafter. Accordingly, the Warrants will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Monday, 1 June

5 Holders of Warrants are therefore advised to carefully read the procedures set out below:- 1. SUSPENSION OF TRADING AND LAST DATE FOR TRADING To facilitate the exercise of the Exercise Rights of the Warrants, the trading of the Warrants on Bursa Securities will be suspended with effect from 9.00 a.m. on Thursday, 14 May 2015 until the Expiry Date. Hence, the last trading day of the Warrants will be up to 5.00 p.m. on Wednesday, 13 May EXERCISE PRICE AND PAYMENT OF EXERCISE PRICE The Exercise Price of the Warrants is RM4.14 for each new HHB Share. Accordingly, if you subscribe for 100 new HHB Shares, the Exercise Price shall be RM The Exercise Price of RM4.14 for each new HHB Share is to be made payable in Ringgit Malaysia by banker s draft or cashier s order drawn on a bank operating in Malaysia or a money order or postal order issued by a post office in Malaysia, made out in favour of HARTALEGA HOLDINGS BERHAD WARRANTS PROCEEDS ACCOUNT and crossed Account Payee Only and endorsed on the reverse side with the name and address, NRIC/passport number/company registration number and CDS Account number of the Warrant Holders. 3. EXERCISE OF EXERCISE RIGHTS If you are a Warrant Holder and wish to exercise your Exercise Rights, you should:- (i (ii Complete and execute the Exercise Form, a copy of which is attached to this Notice. Additional copies of the Exercise Form can be obtained from the Share Registrar of HHB, Symphony Share Registrars Sdn Bhd of Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan; and Deliver and reach the Share Registrar of HHB the following documents and remittances not later than 5.00 p.m. on the Expiry Date: (a the Exercise Form duly completed and executed by you; (b remittance for the full Exercise Price as mentioned in Section 2 above; and (c remittance of a processing fee of RM21.20 (inclusive of 6% GST per CDS Account, payable by cash or a banker s draft, cashier s order, a money order or postal order made out in favour of Symphony Share Registrars Sdn Bhd. In respect of the new HHB Shares to be issued to Warrant Holders pursuant to the exercise of the Warrants: (a (b (c the Company shall allot and issue the new HHB Shares, despatch the notices of allotment to the holders of Warrants and make an application to Bursa Securities for the quotation of the new HHB Shares within eight (8 market days of the receipt of a duly completed Exercise Form together with the requisite payment or such other period as may be prescribed by Bursa Securities; such new HHB Shares shall be credited into the CDS Account specified by the holders of the Warrants after the allotment of the new HHB Shares. No physical share certificates shall be issued; and such new HHB Shares shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company except that they shall not rank for any dividends, rights, allotment and/or distributions on the entitlement date of which is on or before the date of allotment of such new HHB Shares. 4. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS FURTHER NOTICE IS HEREBY GIVEN THAT in relation to the Warrants: (a (b Bursa Depository will not be accepting any request for the transfer of Warrants for the period commencing 4.00 p.m. on 13 May 2015 up to the Expiry Date. Warrant Holders will qualify for entitlement to subscribe for new HHB Shares in respect of the following: (i Warrants transferred into the Depositor s CDS Account before 4.00 p.m. on 18 May 2015 in respect of ordinary transfer; and (ii Warrants bought on Bursa Securities on or before Wednesday, 13 May 2015, being the last day of trading of the Warrants. 2

6 5. EXPIRY OF WARRANTS Warrant Holders should note that: (i (ii If their Exercise Rights are not exercised and the relevant Exercise Form together with remittances are not delivered to the Company s Share Registrar by 5.00 p.m. on the Expiry Date, the Exercise Rights will lapse and become null and void and cease to be exercisable thereafter; and All unexercised Warrants remaining in a Depositor s CDS Account as at the Expiry Date will be debited from the respective Depositor s CDS Account on Friday, 29 May CONTACT DETAILS FOR ENQUIRIES All enquiries concerning the above should be addressed to the Share Registrar of HHB at:- Symphony Share Registrars Sdn Bhd Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan. Tel: , Fax: /52 Helpdesk : DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Directors of HHB who collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. Yours faithfully For and on behalf of the Board of HARTALEGA HOLDINGS BERHAD KUAN KAM KWAN KAM ONN Executive Chairman Selangor Darul Ehsan 29 April

7 EXERCISE FORM (WARRANTS HARTALEGA HOLDINGS BERHAD (Company No X (Incorporated in Malaysia under the Companies Act, 1965 EXERCISE FORM FOR WARRANTS RELATING TO THE EXISTING NEW SHARES IN HARTALEGA HOLDINGS BERHAD ( HHB OR COMPANY (to be executed and lodged with the Warrants Registrar to exercise the rights represented by the Warrants PLEASE READ CAREFULLY THE NOTES AT THE END OF THIS FORM BEFORE COMPLETING THIS FORM. PLEASE PRINT IN BLOCK LETTERS. EACH BOX SHOULD CONTAIN ONLY ONE LETTER. LEAVE ONE BOX EMPTY BETWEEN WORDS. DO NOT BREAK UP WORDS. Particulars of Holders (as per records of Bursa Malaysia Depository Sdn Bhd: 1 Name of Holder : 2 *Old NRIC/Passport/Armed Forces No. : 3 Police Personnel Registration No. : 4 New NRIC No. : Correspondence address of Holder : 6 Contact No. : To : HARTALEGA HOLDINGS BERHAD c/o The Registrar of Hartalega Holdings Berhad Symphony Share Registrars Sdn Bhd Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1, Jalan PJU 1A/46, Petaling Jaya, Selangor Darul Ehsan. Exercise of rights I/We, the undersigned, the registered holder(s of HHB Warrants which have been deposited or credited into my/our securities account set out below, hereby irrevocably elect upon and subject to the Conditions set out in the Second Schedule to the deed poll dated 14 May 2012 ( Deed Poll executed by the Company to exercise the number of Warrants stated below and to subscribe and pay for the new ordinary shares of RM0.50 each ( Shares to which such Warrants relate at the Exercise Price of per Share now applicable, and to accept such Shares subject to the terms of the Memorandum and Articles of Association of HHB. I/We, the undersigned:- (a (b (c (d (e (f irrevocably elect, subject to the Terms and Conditions as set out in the Second Schedule (Part III of the Deed Poll constituting the issue of the Warrants, to exercise the Exercise Rights represented by the Warrants in my/our Central Depository System Account in respect of new Shares in the Company and to subscribe and make payment as provided in the Deed Poll for such number of new Shares of the Company at the Exercise Price, and agree to accept such new Shares subject to the terms of the Articles of Association of the Company. confirm and declare that the information provided by me/us above are true, correct and in the case of information indicated with an asterisk (* are identical with the information provided by me/us to Bursa Depository Malaysia Sdn Bhd ( Bursa Depository and further confirm that in the event that such information differs from the information in Bursa Depository s records, the exercise by me/us of the Exercise Rights may be rejected. undertake to fully indemnify and keep the Company indemnified against any claims; losses, damages, liabilities, costs and expenses including legal cost that may be suffered or incurred by the Company as a result of or arising from the Company acting in accordance with my/our authorisations and confirmations or from any breach of my/our undertakings. declare that Warrants in respect of which the Exercise Rights are being exercised are/have been designed as free securities in accordance with the provisions of the Rules and further confirm that if this declaration is not correct, the exercise by me/us of the Exercise Rights may be rejected. make payment in full for such new Shares by banker s draft or cashier s order drawn on a bank operating in Malaysia or money order or postal order amounting to Ringgit Malaysia made in favour of HARTALEGA HOLDINGS BERHAD WARRANTS PROCEEDS ACCOUNT crossed A/C Payee Only. irrevocably authorise you to instruct Bursa Depository to debit the quantity of Warrants specified in column (A of the table below from my/our Securities Account and where I am/we are entitled to receive new Shares upon the exercise of my/our rights, to credit the quantity of new Shares in the Company into my/our Securities Accounts as identified above and as specified in column (B of the table shown in the next page.

8 Quantity Source account for Debiting securities Target account for New Shares Stock CDS Account Number Quantity Stock CDS Account Number Code (ADA & Branch Code/Account Number Code (ADA & Branch Code/Account Number 5168WA WA WA 5168 (g (h (i (j request that the notice of allotment stating the number of new Shares credited into my/our Central Depository System Account be sent, at my/our risk, by ordinary post to my/our address set out above. confirm that upon the lodgement of this form with the Registrar, I/we will not dispose, transfer, change or otherwise encumber the Warrants in respect of which the Exercise Rights are being exercised unless and until the Exercise Form has been returned, withdrawn or otherwise rejected or declared by the Company to be void in accordance with the provisions of the Conditions set out in the Second Schedule of the Deed Poll. declare and confirm that I/we have complied with all exchange control regulations and requirements imposed by Bank Negara Malaysia or other prevailing statutory requirements for the time being applicable to the exercise of the Exercise Rights and any directions and instructions given in this Exercise Form. undertake to fully indemnify the Company and Registrar against any loss, damage, liability, cost or expense (including legal cost that may be suffered or incurred by the Company or the Registrar as a result of any demand, actions and proceedings made in respect of or arising from the debiting of the Warrant from my/our Central Depository System Account(s, in reliance by you of this Exercise Form. Terms defined in the Deed Poll but not specifically defined herein shall unless the context otherwise requires, have the meaning when used in the Exercise Form. Dated this day of For individuals: Signature(s For company: The common seal of the company was hereunto affixed in accordance with the Articles of Association in the presence of: Director Director/Secretary Notes:- * Please complete and delete as appropriate 1. All information given in this Exercise Form must be as per the information provided to Bursa Depository. 2. Joint holders are not recognised under the Central Depository System. 3. No scripts will be issued to the Depositor in respect of the new Shares issued as a result of any exercise of the Exercise Rights represented by the Warrants. 4. In exercising the Exercise Rights represented by the Warrants, compliance must be made with any exchange control or other statutory requirements for the time being applicable and provision of the Securities Industry (Central Depositories Act 1991 and the Rules of Bursa Depository. 5. A corporation completing this Exercise Form is required to affix its common seal in accordance with its Memorandum and Articles of Association, a copy of which must be lodged with the Registrar. 6. The attention of the Warrant Holders is drawn to Part IV, Division 2 of the Securities Commission Act, 1993 and Part II of the Malaysian Code on Take-over and Mergers, 1998 as amended or replaced from time to time. 7. No direction may be made in this Exercise Form requiring the new Shares to be credited into the Securities Account of a person other than a Securities Account in the name of the person exercising the Exercise Rights under this Exercise Form. 8. The exercise of the Exercise Rights under this Exercise Form will be deemed invalid if any banker s draft or cashier s order or money order or postal order for payment of the Exercise Money is not cleared on first presentation. 9. If any part of this Exercise Form is not fully and properly completed and/or executed, the Company will be entitled to regard the exercise of the Exercise Rights under this Exercise Form as invalid. 10. At the close of business on 29 May 2015, any Exercise Rights which have not been exercised and the Exercise Form with appropriate remittance not delivered to the Registrar will lapse and every Warrant will cease thereafter to be valid for any purpose. 11. Unless the context otherwise requires, expressions in this Exercise Form will have the same meanings as those defined in the Deed Poll.