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SUNGEI BAGAN RUBBER COMPANY (MALAYA) BERHAD ("Sg Bagan" or the "Company")
- Notice of Extraordinary General Meeting
Date of Meeting
07 May 2024
Time
10:00 AM
Venue(s)
Lekir Hall, Ramada Meridin Johor Bahru,
No. 5, Jalan Legoland,
Bandar Medini Iskandar Malaysia
79250 Iskandar Puteri, Johor
Malaysia
Date of General Meeting Record of Depositors
29 Apr 2024
Resolutions
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
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
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")