[SCOMIEN]: SCOMI ENGINEERING BHD

11-Dec-2017

Court Convened Meeting

05-Jan-2018 14:30

29-Dec-2017

Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, Malaysia

SCOMI ENGINEERING BHD ("SCOMI ENGINEERING") PROPOSED MERGER OF SCOMI ENGINEERING WITH SCOMI GROUP BHD BY WAY OF A MEMBERS SCHEME OF ARRANGEMENT PURSUANT TO SECTION 366 OF THE COMPANIES ACT, 2016 ("PROPOSED MERGER OF SCOMI ENGINEERING")
Notice of CCM - SEB.pdf

We refer to the announcements dated 21 August 2017, 15 September 2017, 18 September 2017, 20 September 2017, 5 October 2017, 10 October 2017, 16 October 2017, 7 November 2017, 14 November 2017, 24 November 2017 and 11 December 2017. Words and expressions defined in this announcement shall have the same meaning as the words and expressions defined or used in the announcement dated 10 October 2017.

On behalf of the Board, MIDF Investment and Astramina wishto announcethat the non-interested Scheme Shareholders had approved the Proposed Merger by way of poll voting at the Court Convened Meeting of Scomi Engineering held on 5January 2018.

The results, which were validated by Symphony Corporate House Sdn Bhd, the Independent Scrutineer, are as follows:-

Resolution 1:Proposed Merger	No. of Scomi Engineering Scheme Shares	%	No. of Scheme Shareholders	%
Voted FOR	1,818,104	93.52	30	88.24
Voted AGAINST	125,900	6.48	4	11.76
TOTAL	1,944,004	100.00	34	100.00

The total number of shareholders that voted either in person or by proxy is 34 out of which those that voted in favour of the resolution is 30 representing 88.24% in number of holders of the disinterested Scheme Shareholders who voted either in person or by proxy.

The total value of the votes of the Scomi Engineering Scheme Shares that voted in favour of the resolution is 1,818,104 representing 93.52% in value of the votes attached to the disinterested Scomi EngineeringScheme Shares held by holders of the disinterested Scheme Shareholders who voted either in person or by proxy.

The total value of Scomi Engineering Scheme Shares cast against the Scheme Resolution 1 is 125,900 representing 0.04% which is less than 10% of the votes attaching to all Scomi Engineering Shares.

As all the 3-tier threshold required under Paragraph 2(f) of Schedule 3 of the Rules on Take-overs, Mergers and Compulsory Acquisition have been met, the Scheme Resolution 1 is carried.

The application to the High Court for the sanction of the Scheme will be made in due course.

This announcement is dated 5January 2018.

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