PRACTICE NOTE 17 / GUIDANCE NOTE 3 : REGULARISATION PLAN

Company Name ASIA MEDIA GROUP BERHAD
Stock Name AMEDIA
Date Announced 28 Jan 2022
Category General Announcement for PLC
Reference Number GA1-28012022-00058

Type Announcement
Subject PRACTICE NOTE 17 / GUIDANCE NOTE 3
REGULARISATION PLAN
Description
ASIA MEDIA GROUP BERHAD ("AMGB" OR THE "COMPANY")

(I)	PROPOSED SHARE CAPITAL REDUCTION;
(II)	PROPOSED PRIVATE PLACEMENT;
(III)	PROPOSED RIGHTS ISSUE WITH WARRANTS; AND
(IV)	PROPOSED LOOKHERE ACQUISITION

(COLLECTIVELY, THE "PROPOSED REGULARISATION PLAN")

On behalf of the Board of Directors of AMGB ("Board"), M&A Securities Sdn Bhd ("M&A Securities") wishes to announce that the Company is proposing to undertake the Proposed Regularisation Plan to regularise its financial condition in accordance with Paragraph 8.04(3) of the Main Market Listing Requirements ("MMLR"). The Proposed Regularisation Plan comprises of the following:-

 

(i) a proposed reduction of the issued share capital of AMGB pursuant to Section 116 of the Companies Act, 2016 (“Act”) (“Proposed Share Capital Reduction”);

(ii) a proposed private placement which entails the issuance of 20.0% of the total number of issued shares in AMGB (“AMGB Share(s) or “Shares”) (“Proposed Private Placement”);

(iii) a proposed renounceable rights issue on the basis of 3 new AMGB Shares (“Rights Share(s)”) for every 4 existing AMGB Shares held, together with free detachable warrants (“Warrants”) on the basis of 1 Warrant for every 1 Rights Share subscribed for, by the entitled shareholders whose names appear in the record of depositors of the Company on an entitlement date to be determined later (“Proposed Rights Issue with Warrants”); and

(iv) AMGB had on 28 January 2022 entered into a conditional shares sale agreement with Teo Choon How and Chong June Wei  (collectively referred to as “Vendors”) for the proposed acquisition of 102 ordinary shares in Lookhere Network Sdn Bhd (“Lookhere”), representing 51% equity interest in Lookhere therein from the Vendors for a purchase consideration of RM12.24 million which will be satisfied via a combination of cash payment amounting to RM1.22 million and the issuance of up to 73,440,000 new AMGB Shares (“Lookhere Consideration Share(s)”) based on the minimum issue price of RM0.15 per Lookhere Consideration Share (“Proposed Lookhere Acquisition”).

 

Further details of the Proposed Regularisation Plan are set out in the enclosed attachment.

 

This announcement is dated 28 January 2022.

 

 




Please refer attachment below.



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