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Practice Note 17 / Guidance Note 3 : Regularisation Plan

BackAug 22, 2023
Type Announcement
Subject PRACTICE NOTE 17 / GUIDANCE NOTE 3
REGULARISATION PLAN
Description

FSBM HOLDINGS BERHAD ("FSBM" OR THE "COMPANY")

- PROPOSED REGULARISATION PLAN: SUPPLEMENTAL LETTER TO THE UNDERWRITING AGREEMENT

Reference is made to the following announcements made by FSBM:

 

(a)     First announcement dated 16 October 2019 in relation to the Company being classified as an affected listed issuer pursuant to Paragraph 8.03A(2)(b) of the Listing Requirements;

 

(b)     First announcement dated 30 December 2019 in relation to the Company being classified as a PN17 Company pursuant to PN 17 of the Listing Requirements;

 

(c)      the subsequent announcements dated 1 November 2019, 2 December 2019, 2 January 2020, 3 February 2020, 2 March 2020, 1 April 2020, 4 May 2020, 1 June 2020, 1 July 2020, 3 August 2020, 1 September 2020, 1 October 2020, 2 November 2020, 1 December 2020, 4 January 2021, 2 February 2021, 1 March 2021, 1 April 2021, 3 May 2021, 1 June 2021, 1 July 2021, 2 August 2021, 23 August 2021, 1 September 2021, 23 September 2021, 1 October 2021, 15 October 2021, 1 November 2021, 8 November 2021, 9 November 2021, 1 December 2021, 3 January 2022, 3 February 2022, 1 March 2022, 1 April 2022, 15 April 2022, 21 April 2022, 26 April 2022, 5 May 2022, 19 May 2022, 1 June 2022 , 1 July 2022, 1 August 2022, 1 September 2022, 3 October 2022, 12 October 2022, 1 November 2022, 15 November 2022, 1 December 2022, 21 December 2022, 3 January 2023, 13 January 2023, 2 February 2023, 1 March 2023, 3 April 2023, 10 April 2023, 2 May 2023, 22 May 2023, 23 May 2023, 1 June 2023, 3 July 2023, 20 July 2023, 25 July 2023, 1 August 2023, 2 August 2023, 9 August 2023 and 11 August 2023;

 

(d)     circular to shareholders dated 28 April 2023 in relation to the Proposed Regularisation Plan (“Circular”); and

 

(e)     announcement dated 22 May 2023 in relation to the outcome of extraordinary general meeting for the Proposed Regularisation Plan, whereby all resolutions in relation to the Proposed Regularisation Plan had been approved by shareholders.

 

The terms used herein shall bear the same meaning as defined in the Circular.

 

On behalf of the Board, Malacca Securities wishes to announce that the Company and Malacca Securities, being the sole underwriter for the Rights Issue with Warrants (“Underwriter”), had on 22 August 2023 via a letter of variation agreed to the following:

 

(a)     the definition of “Underwritten Shares” of clause 1.1 of the underwriting agreement dated 22 May 2023 (“Underwriting Agreement”) be deleted in its entirety and replaced with the following:

 

Existing Clause

Revised Clause

means 123,585,030 Rights Shares (representing approximately 52.22% of the total 236,659,300 Rights Shares to be issued under the Rights Issue with Warrants)

 

means 123,585,030 Rights Shares (representing approximately 52.22% of the total 236,659,300 Rights Shares to be issued under the Proposed Rights Issue with Warrants) or such lower number of Rights Shares in order for the Company to achieve the minimum subscription level to raise gross proceeds of RM6.0 million pursuant to the Rights Issue with Warrants (“Minimum Subscription Level”)

 

 

(b)     clause 10.1 of the Underwriting Agreement be deleted in its entirety and replaced with the following:

 

Existing Clause

Revised Clause

In the event that after the closing date the Underwritten Shares are not fully subscribed for even after the reallocation pursuant to Clause 8 of the Underwriting Agreement, the Company shall within two (2) Market Days after the Closing Date, give written notice substantially in the form set out in the third schedule of the Underwriting Agreement (“Underwriting Notice”) to the Underwriter, stating the number of Underwritten Shares not fully subscribed for (“Unsubscribed Shares”) and the amount payable by the Underwriter based on the Issue Price. Such notice shall first be delivered via electronic mail (“email”) to be followed by facsimile or prepaid registered post or hand to the address of the Underwriter herein stated.

 

In the event that after the closing date the Underwritten Shares are not fully subscribed for even after the reallocation pursuant to Clause 8 of the Underwriting Agreement, the Company shall within two (2) Market Days after the Closing Date, give written notice substantially in the form set out in the third schedule of the Underwriting Agreement (“Underwriting Notice”) to the Underwriter, stating the number of Underwritten Shares not fully subscribed for to meet the Minimum Subscription Level (“Unsubscribed Shares”) and the amount payable by the Underwriter based on the Issue Price. Such notice shall first be delivered via electronic mail (“email”) to be followed by facsimile or prepaid registered post or hand to the address of the Underwriter herein stated.

 

(c)     column (II) of the first schedule of the Underwriting Agreement be deleted in its entirety and replaced with the following:

 

Existing Clause

Revised Clause

123,585,030 Rights Shares at RM0.03 per Rights Share

123,585,030 Rights Shares at RM0.03 per Rights Share or such lower number of Rights Shares in order for the Company to achieve the Minimum Subscription Level.

 

(d)     inclusion of an additional clause 3.3 to the Underwriting Agreement as follows:

 

The Underwriter hereby represents, warrants and undertakes to the Company for so long as it is a holder of the Warrants issued pursuant to its subscription by the Underwriter of the Underwritten Shares, that it shall not exercise any of the Warrants held which would result in non-compliance of the Company with the public shareholding spread requirements of Bursa Securities.

 

 

This announcement is dated 22 August 2023.

Announcement Info

Company Name FSBM HOLDINGS BERHAD
Stock Name FSBM
Date Announced 22 Aug 2023
Category General Announcement for PLC
Reference Number GA1-22082023-00075

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