MULTIPLE PROPOSALS JHM CONSOLIDATION BERHAD (“JHM” OR “COMPANY”) (I) PROPOSED ACQUISITION; (II) PROPOSED SHARE SPLIT; AND (III) PROPOSED ESTABLISHMENT OF AN EXECUTIVE SHARE OPTION SCHEME (“PROPOSED ESOS”) (COLLECTIVELY REFERRED TO AS “PROPOSALS”)
|JHM CONSOLIDATION BERHAD|
JHM CONSOLIDATION BERHAD ("JHM" OR "COMPANY") (I) PROPOSED ACQUISITION; (II) PROPOSED SHARE SPLIT; AND (III) PROPOSED ESTABLISHMENT OF AN EXECUTIVE SHARE OPTION SCHEME ("PROPOSED ESOS") (COLLECTIVELY REFERRED TO AS "PROPOSALS")
We refer to the announcements dated 28 September 2017, 17 and 27 October 2017 in relation to the Proposals (“Announcements”).
Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the Company’s Announcements.
On behalf of the Board of Directors of JHM, TA Securities is pleased to announce that Bursa Securities has, vide its letter dated 21 December 2017, approved the following:-
1. Proposed Share Split
2. Listing of:
(a) i)16,000,000 new JHM ordinary shares to be issued pursuant to the Proposed Acquisition in the event the Proposed Shares Split is effected after completion of the Proposed Acquisition, or
(a) ii)32,000,000 new JHM ordinary shares issued pursuant to the Proposed Acquisition in the event the Proposed Shares Split is effected before completion of the Proposed Acquisition.
(b) such number of new JHM ordinary shares representing up to 10% of the issued shares of JHM (excluding treasury shares, if any) to be issued pursuant to the exercise of Options under the Proposed ESOS.
The approval granted by Bursa Securities for the listing and quotation of the Consideration Shares is subject to the following conditions: –
1. JHM and TA Securities must fully comply with the relevant provisions under the ACE LR pertaining to the implementation of the Proposed Acquisition;
2. JHM and TA Securities to inform Bursa Securities upon the completion of the Proposed Acquisition;
3. JHM to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposed Acquisition is completed; and
4. JHM to furnish a schedule containing the information set out in Appendix 8E Chapter 8 of the ACE LR to Bursa Securities, upon completion of the Proposed Acquisition, indicating compliance with the public shareholding spread.
The approval granted by Bursa Securities for the listing and quotation of such number of JHM Shares to be issued pursuant to the exercise of Options under the Proposed ESOS is subject to the following conditions:-
1. JHM is required to submit a confirmation to Bursa Securities of full compliance of the Proposed ESOS pursuant to Rule 6.44(1) of the ACE LR and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in general meeting; and
2. JHM is required to furnish Bursa Securities on a quarterly basis a summary of the total number of ESOS Shares listed as at the end of each quarter together with a detailed computation of listing fees payable.
In the event the Consideration Shares and new ordinary shares to be issued pursuant to the exercise of ESOS (“Exercise”) will be listed and quoted as the existing securities of the same class, quotation of new ordinary shares will commence on the next market day after the following: –
1. Submission of the share certificate together with a covering letter containing the summary of the Proposed Acquisition and the Exercise respectively to Bursa Malaysia Depository Sdn Bhd (“Bursa Depository”) before 10:00 a.m. on the market day prior to the listing date;
2. Receipt of the confirmation from Bursa Depository that the additional new shares are ready for crediting into the respective securities accounts of the account holders; and
3. An announcement in accordance to Rule 12.2 of the GN17 is submitted via Bursa Link before 3:00 p.m. on the market day prior to the listing date.
In the event the new ordinary shares to be issued pursuant to the Exercise will be separately quoted from the existing securities i.e. “A” shares, the listing and quotation of the new ordinary shares will take place two (2) market days upon the receipt of an application for quotation by Bursa Securities as specified under Part C of Annexure GN17-B.
JHM is required to ensure full compliance of all the requirements as provided under the ACE LR at all times.
This announcement is dated 21 December 2017.