[SBAGAN] EGM on 07-May-2024

Announcement Date
12-Apr-2024
Reference No.
GMA-12042024-00001
Corporate Action ID
MY240412MEET0001
Type
EGM
Date & Time
07-May-2024 10:00
Depositor Date
29-Apr-2024
Venue
Lekir Hall, Ramada Meridin Johor Bahru, No. 5, Jalan Legoland, Bandar Medini Iskandar Malaysia 79250 Iskandar Puteri, Johor
Description
SUNGEI BAGAN RUBBER COMPANY (MALAYA) BERHAD ("Sg Bagan" or the "Company") - Notice of Extraordinary General Meeting
Sg Bagan (Notice of EGM).pdf
Outcome

The Board of Directors of Sungei Bagan Rubber Company (Malaya) Berhad ("the Company") is pleased to announce that all the resolutions set out in the notice of the ExtraordinaryGeneral Meeting ("EGM") dated 15 April 2024were duly passed at the EGMheld at Lekir Hall, Ramada Meridin Johor Bahru, No. 5, Jalan Legoland, Bandar Medini Iskandar Malaysia, 79250 Iskandar Puteri, Johor, Malaysiaon 7 May 2024.

All resolutions tabled at the EGM were voted by poll and results of the poll were validated by the appointed Independent Scrutineer,M/s Sky Corporate Services Sdn. Bhd. Please refer to the attachment for the poll results validated by the scrutineer.

Voting Results


1. ORDINARY RESOLUTION 1

Description
PROPOSED ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS AND LIABILITIES OF KUCHAI DEVELOPMENT BERHAD ("KDB") ("KDB ASSETS AND LIABILITIES") FOR A TOTAL CONSIDERATION OF UP TO RM275.47 MILLION ("PURCHASE CONSIDERATION"), WHICH WILL BE SATISFIED THROUGH THE ALLOTMENT AND ISSUANCE OF UP TO 27,519,500 NEW ORDINARY SHARES IN SG BAGAN ("SHARES") ("CONSIDERATION SHARES") AT AN ISSUE PRICE OF RM10.01 PER CONSIDERATION SHARE ("ISSUE PRICE") ("PROPOSED ACQUISITION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 32 5
No. of Shares 4,406,802 147,601
% of Voted Shares 96.7592 3.2408
Result Accepted

2. ORDINARY RESOLUTION 2

Description
PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE-OVERS, MERGERS AND COMPULSORY ACQUISITIONS ("RULES") TO KDB AND PERSONS ACTING IN CONCERT ("PACs") WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER ("MO") FOR ALL THE REMAINING SHARES NOT ALREADY HELD BY THEM UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED KDB EXEMPTION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 31 6
No. of Shares 4,406,788 147,615
% of Voted Shares 96.7589 3.2411
Result Accepted

3. ORDINARY RESOLUTION 3

Description
PROPOSED EXEMPTION UNDER SUBPARAGRAPH 4.08(1)(A) OF THE RULES TO KLUANG RUBBER COMPANY (MALAYA) BERHAD ("KRCB") AND PACs WITH IT FROM THE OBLIGATION TO UNDERTAKE A MO FOR ALL THE REMAINING SHARES NOT ALREADY HELD BY THEM UPON COMPLETION OF THE PROPOSED DISTRIBUTION BY KDB OF ALL OF THE CONSIDERATION SHARES TO THE ENTITLED SHAREHOLDERS OF KDB WHOSE NAMES APPEAR IN THE RECORD OF DEPOSITORS OF KDB ON A DATE TO BE DETERMINED LATER BY WAY OF DIVIDEND-IN-SPECIE AND CAPITAL REDUCTION AND REPAYMENT ("KDB'S PROPOSED DISTRIBUTION") ("PROPOSED KRCB EXEMPTION")
Shareholder’s Action For Voting
Voted For Against
No. of Shareholders 31 6
No. of Shares 4,406,788 147,615
% of Voted Shares 96.7589 3.2411
Result Accepted

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