On behalf of the Board of Directors of Barakah (“Board”), MIDF Amanah Investment Bank Berhad (“MIDF Investment”) wishes to make the requisite announcement pursuant to Paragraph 4.2(a) of Practice Note 17, which sets out the Company’s Proposed Regularisation Plan comprising the following proposals:-

(a) Proposed reduction of the issued share capital of Barakah pursuant to Section 116 of the Companies Act 2016 (“Proposed Share Capital Reduction”);

(b) Proposed disposal of a pipelay barge, which is a marine vessel that is primarily used for the laying of pipes underwater owned by KL101 (“Pipe Lay Barge”) to Lecca Group Pte Ltd (“Lecca”) for a total cash consideration of USD21.00 million (“Proposed Disposal”);

(c) Proposed placement to (i) Lecca and such persons as may be informed by Lecca in writing and as agreed to by Barakah (“Placement Investor”) of 375,000,000 new ordinary shares in Barakah (“Barakah Shares”) (“Tranche 1 Placement Shares”), at an issue price of RM0.04 per Tranche 1 Placement Share, together with RM25.00 million in nominal value of five (5) year 10% redeemable convertible unsecured loan stocks at 100% of its nominal value of RM0.04 each (“RCULS-B”) on the basis of five (5) RCULS-B for every three (3) Tranche 1 Placement Shares subscribed (“Proposed Placement Tranche 1”) and (ii) the option to Lecca to subscribe for up to 250,000,000 new Barakah Shares (“Tranche 2 Placement Shares”) at an exercise price of RM0.04 per Barakah Share at any time over a five (5) year period from the date of the completion of the Subscription Agreement (as defined herein) (“Proposed Placement Tranche 2”)(“Proposed Placement”);

(d) Proposed debt settlement involving (i) a waiver of debt of approximately RM153.99 million owing to the scheme creditors of Barakah and PBJV; (ii) cash payment of RM32.00 million; (iii) the issuance of RM33.00 million in nominal value of five (5) year 3% redeemable convertible unsecured loan stocks at 100% of its nominal value of RM0.04 each (“RCULS-A”) and (iv) the issuance of RM69.00 million in nominal value of five (5) year 5% redeemable unsecured loan stocks at 100% of its nominal value of RM1.00 each (“RULS”) to the scheme creditors (“Proposed Debt Settlement”); and 

(e) Proposed exemption under paragraph 4.08(1)(c) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions (“Rules”) for Lecca and its persons acting in concert (“PACS”) from the obligation to undertake a mandatory offer for all the remaining ordinary shares and convertible securities in Barakah not already owned by them after the Proposed Placement (“Proposed Exemption”).

The Proposed Share Capital Reduction, Proposed Disposal, Proposed Placement, Proposed Debt Settlement, and Proposed Exemption are collectively referred to as the “Proposed Regularisation Plan”.

Further details of the Proposed Regularisation Plan are set out in the announcement attached herein.

This announcement is dated 8 July 2019.