JOE-WA - Notice of Book Closure

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2015/2025 IN JOE HOLDING BERHAD ("JOE" OR "COMPANY") ("WARRANT(S) A") CONSTITUTED BY THE DEED POLL DATED 24 APRIL 2015 ("DEED POLL A") PURSUANT TO THE CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES IN JOE ("JOE SHARE(S)" OR "SHARE(S)") INTO 1 JOE SHARE HELD AT 5.00 P.M. ON 23 OCTOBER 2023 ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 20 Oct 2023
2) The last date of lodgment : 23 Oct 2023

Remarks 1: 

Participating Organisations are to take note of the following Share Consolidation exercise by JOE HOLDING BERHAD - WARRANTS 2015/2025.

The Share Consolidation comprises the following: -

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2015/2025 IN JOE HOLDING BERHAD ("JOE" OR "COMPANY") ("WARRANT(S) A") CONSTITUTED BY THE DEED POLL DATED 24 APRIL 2015 ("DEED POLL A") PURSUANT TO THE CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES IN JOE ("JOE SHARE(S)" OR "SHARE(S)") INTO 1 JOE SHARE HELD AT 5.00 P.M. ON 23 OCTOBER 2023 ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")

In relation to the warrants adjustment undertaken by JOE-WA as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 20 Oct 2023, trading of JOE-WA shares will be based on the newly adjusted warrants arising from warrants adjustments,

(b) on the basis of settlement taking place after 23 Oct 2023 with adjusted JOE-WA shares, an entitled warrants holder who owns JOE-WA shares as at Ex-date may sell only up to the maximum JOE-WA shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 20 Oct 2023.

With the warrants adjustments pursuant to the Share Consolidation effected on JOE-WA shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled JOE-WA shareholder may use the following basis to estimate the maximum number of JOE-WA shares that he may sell from the Ex-date until the Book Closing Date which is from 20 Oct 2023 until 23 Oct 2023.

Illustration:

For example, if Mr X owns or purchases 1000 JOE-WA shares on cum basis on 19 Oct 2023, his CDS account would still show 1000 JOE-WA shares until 23 Oct 2023. However, as a result of the above Share Consolidation exercise, Mr X’s 1000 JOE-WA shares in his CDS account will be adjusted to 100 JOE-WA shares on the night of 23 Oct 2023 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 JOE-WA shares on or after the Ex-date i.e. from  20 Oct 2023 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 20 Oct 2023 until 23 Oct 2023, they are only entitled to sell the maximum of 1/10 of the shares owned before the Ex-date. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position.

Remarks 2: 

Pursuant to the Share Consolidation, the exercise price and the number of outstanding Warrants A which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll A.

The outstanding Warrants A will be consolidated on the basis of every 10 Warrants A held by the entitled Warrant A holders (whose names appear in the Record of Depositors at 5.00 p.m. on the Entitlement Date) ("Entitled Warrant A Holders") into 1 Warrant A ("Consolidated Warrant A").

Fractional entitlements arising from the Adjustments, if any, shall be disregarded and dealt with by the Board of Directors of the Company in such manner at its absolute discretion as it may deem fit or expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of 611,774,754 Warrants A will be adjusted into a maximum number of 61,177,475 Consolidated Warrants A to be issued and allotted to the Entitled Warrant A Holders. The actual number of Consolidated Warrants A to be allotted and issued would depend on the number of outstanding Warrants A which have yet to be exercised into new JOE Shares as at the Entitlement Date.

Further, the existing exercise price of Warrants A of RM0.06 each will be revised to RM0.60 each pursuant to the Adjustments.

The Consolidated Warrants A will be listed and quoted on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 24 October 2023, being the next market day following the Entitlement Date for the Share Consolidation.

The notices of allotment for the Consolidated Warrants A will be despatched to the Entitled Warrant A Holders within 4 market days after the date of listing and quotation of the Consolidated Warrants A on the Main Market of Bursa Securities. The notice to the Entitled Warrant A Holders (setting out the details of the Adjustments) will be despatched to the Entitled Warrant A Holders in due course.

The Adjustments will result in a reduction in the number of Warrants A available in the market and the trading price of the Warrants A will be adjusted accordingly in proportion to the basis of the Adjustments. The Entitled Warrant A Holders are strongly advised to trade cautiously to prevent overselling of their position in respect of their Warrants A.