On behalf of the Board of Directors of DMB, Hong Leong Investment Bank Berhad 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 of Bursa Malaysia Securities Berhad ("Bursa Securities").
The Proposed Regularisation Plan comprises:
(i) proposed exchange of the total number of issued shares of DMB comprising 2,042,945,854 ordinary shares in DMB (“DMB Shares”) for 20,429,458 new ordinary shares in Propel Global Sdn Bhd (“Newco”) (“Newco Shares”), on the basis of 1 new Newco Share for every 100 existing DMB Shares held on an entitlement date to be determined later, by way of a scheme of arrangement under Section 366 of the Companies Act 2016 (“Proposed Share Exchange”);
(ii) proposed assumption of the listing status of DMB by Newco and the admission of Newco to, and withdrawal of DMB from, the Official List of Bursa Securities with the listing of and quotation for the enlarged issued share capital of Newco on the Main Market of Bursa Securities (“Proposed Transfer of Listing Status”);
(iii) proposed reorganisation comprising the acquisitions by Newco from DMB of its entire equity interests in the following companies:
(a) 51.0% equity interest in Daya Petroleum Ventures Sdn Bhd (“DPV”);
(b) 50.1% equity interest in Daya OCI Sdn Bhd;
(c) 51.0% equity interest in Daya CMT Sdn Bhd (“DCMT”); and
(d) 55.0% equity interest in Daya Secadyme Sdn Bhd
followed by the disposal by Newco of its entire equity interest in DMB to a special purpose vehicle to be incorporated (“Proposed Reorganisation”);
(iv) proposed acquisition by Newco of the remaining 49.0% equity interest in DCMT from Perfect Propel Sdn Bhd for a purchase consideration of RM15,000,000, to be satisfied via the issuance of 75,000,000 new Newco Shares (“DCMT Consideration Shares”) at an issue price of RM0.20 per DCMT Consideration Share (“Proposed DCMT Acquisition”);
(v) proposed acquisition by DPV of approximately 19.4% equity interest in Daya Maxflo Sdn Bhd (“DMAX”), an approximately 69.6%-owned operating subsidiary of DPV, from WK Propel Sdn Bhd (“WKP”) for a purchase consideration of RM5,760,000, to be satisfied via the issuance of 28,800,000 new Newco Shares (“DMAX Consideration Shares”) at an issue price of RM0.20 per DMAX Consideration Share (“Proposed DMAX Acquisition”);
(vi) proposed settlement by Newco of the liabilities owing to the identified secured and unsecured creditors of the DMB group of companies and the identified trade creditors of DCMT amounting to approximately RM107.7 million via the issuance of 215,370,345 new Newco Shares (“Debt Settlement Shares”) at an issue price of RM0.50 per Debt Settlement Share (“Proposed Debt Settlement”);
(vii) proposed settlement by Newco of professional fee owing to Sage 3 Capital Sdn Bhd of up to RM610,114 via the issuance of up to 3,050,570 new Newco Shares (“Fee Settlement Shares”) at an issue price of RM0.20 per Fee Settlement Share (“Proposed Fee Settlement”);
(viii) proposed private placement of up to 225,000,000 new Newco Shares (“Placement Shares”) at an issue price of RM0.20 per Placement Share to WKP, Lee Sze Yeen and investors to be identified (“Proposed Private Placement”); and
(ix) proposed establishment of a long term incentive plan of up to 15% of the total number of issued shares of Newco at any point in time for the eligible directors and employees of Newco and its subsidiaries (excluding dormant subsidiaries), which consists of an employee share option scheme and an executive share grant scheme (collectively, the “Proposed LTIP”).
Please refer to the attachment for the full text of the announcement in relation to the Proposed Regularisation Plan.
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Posted by 651158 > 2021-01-02 09:44 | Report Abuse
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