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MULTIPLE PROPOSALS D.B.E. GURNEY RESOURCES BERHAD ("DBE" OR THE "COMPANY") - PROPOSED ACQUISITIONS; - PROPOSED EXEMPTION; - PROPOSED AMENDMENTS; - PROPOSED SHARE CONSOLIDATION; AND - PROPOSED PRIVATE PLACEMENT (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
D.B.E. GURNEY RESOURCES BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description D.B.E. GURNEY RESOURCES BERHAD ("DBE" OR THE "COMPANY")

- PROPOSED ACQUISITIONS;
- PROPOSED EXEMPTION;
- PROPOSED AMENDMENTS;
- PROPOSED SHARE CONSOLIDATION; AND
- PROPOSED PRIVATE PLACEMENT

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
On behalf of the Board of Directors of DBE (“Board”), AmInvestment Bank Berhad (“AmInvestment Bank”) wishes to announce that the Company had, on 26 February 2020 entered into:-

a conditional share sale agreement with Doh Properties Holdings Sdn Bhd (“Doh Properties”) for the proposed acquisition of the entire equity interest in Blossom Eastland Sdn Bhd, for a purchase consideration of RM642,546,412 (“Proposed Blossom Acquisition”);
a conditional share sale agreement with Dato’ Doh Jee Ming (“DDJM”), Dato’ Doh Tee Leong (“DDTL”) and Dato’ Doh Jee Chai (“DDJC”) for the proposed acquisition of the entire equity interest in Rantau Urusan (M) Sdn Bhd for a purchase consideration of RM148,269,909 (“Proposed Rantau Acquisition”); and
a conditional share sale agreement with DDJM, DDTL, DDJC, Dato’ Doh Neng Chiong (“DDNC”) and Datin Lee Hong King (“DLHK”) for the proposed acquisitions of the entire equity interest in Yik Wang Trading Sdn Bhd, for a purchase consideration of RM32,500,000 (“Proposed Yik Wang Acquisition”).
(The Proposed Blossom Acquisition, Proposed Yik Wang Acquisition and Proposed Rantau Acquisition are collectively referred to as the “Proposed Acquisitions”).

In addition, on behalf of the Board, AmInvestment Bank also wishes to announce that concurrently with the Proposed Acquisitions, the Company proposes to undertake the following:-

proposed exemption under Paragraph 4.08(1)(a) of the Rules of Take-Overs, Mergers and Compulsory Acquisitions to be sought by Lagenda Land Sdn Bhd (“Lagenda”) and persons acting in concert with it (“PACs”) from the obligation to undertake a mandatory take-over offer to acquire all the remaining ordinary shares in DBE (“DBE Shares”) and existing five year warrants (2017/2022) constituted by the deed poll dated 20 January 2017, expiring on 22 January 2022 not already owned by Lagenda and the PACs upon the completion of the Proposed Acquisitions (“Proposed Exemption”);
proposed amendments to the Constitution of the Company to facilitate the creation and issuance of the Consideration RCPS (as defined in the attachement) (“Proposed Amendments”);
proposed consolidation of every twenty-five (25) existing ordinary shares in DBE Shares into one (1) DBE Share (“Consolidated Shares”) held on an entitlement date to be determined later (“Proposed Share Consolidation”); and
proposed private placement of up to 135 million new Consolidated Shares at an issue price to be determined and to placee(s) to be identified at a later stage (“Proposed Private Placement”).
(The Proposed Acquisitions, Proposed Exemption, Proposed Amendments, Proposed Private Placement and Proposed Share Consolidation are collectively referred to as the “Proposals”).

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