BURSA ANNOUCEMENTS

Date : 09 April 2015

MULTIPLE PROPOSALS INSTACOM GROUP BERHAD ("INSTACOM" OR THE "COMPANY") I. PROPOSED RIGHTS ISSUE WITH WARRANTS; II. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND III. PROPOSED AMENDMENTS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

INSTACOM GROUP BERHAD

TypeAnnouncement
SubjectMULTIPLE PROPOSALS
DescriptionINSTACOM GROUP BERHAD ("INSTACOM" OR THE "COMPANY")

I. PROPOSED RIGHTS ISSUE WITH WARRANTS;

II. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND

III. PROPOSED AMENDMENTS

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposals.

We refer to our earlier announcements dated 2 March 2015 and 17 March 2015.

On behalf of the Board of Directors of Instacom, RHB Investment Bank Berhad ("RHBIB") wishes to announce that Bursa Malaysia Securities Berhad ("Bursa Securities") had, vide its letter dated 8 April 2015 (which was received on 9 April 2015), resolved to approve the following:-

i.                  Admission of the Warrants D to the official list of Bursa Securities and the listing of and quotation for up to 214,757,989 Warrants D to be issued pursuant to the Proposed Rights Issue with Warrants;

ii.                 Listing of up to 429,515,979 Rights Shares to be issued pursuant to the Proposed Rights Issue with Warrants;

iii.               Listing of up to 214,757,989 new Instacom Shares to be issued arising from the exercise of the Warrants D;

iv.               Listing of up to 24,923,428 additional Warrants B to be issued arising from the adjustments pursuant to the Proposed Rights Issue with Warrants ("Additional Warrants B");

v.                Listing of up to 9,969,371 additional Warrants C to be issued arising from the adjustments pursuant to the Proposed Rights Issue with Warrants ("Additional Warrants C");

vi.               Listing of up to 24,923,428 new Instacom Shares to be issued arising from the exercise of the Additional Warrants B; and

vii.              Listing of up to 9,969,371 new Instacom Shares to be issued arising from the exercise of the Additional Warrants C.

The approval by Bursa Securities for the Proposed Rights Issue with Warrants is subject to the following conditions:-

i.                  Instacom and RHBIB must fully comply with the relevant provisions under the ACE Market Listing Requirements of Bursa Securities ("Listing Requirements") pertaining to the implementation of the Proposed Rights Issue with Warrants;

ii.                 Instacom and RHBIB to inform Bursa Securities upon completion of the Proposed Rights Issue with Warrants;

iii.               Instacom to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Rights Issue with Warrants is completed;

iv.               Instacom is required to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of the Warrants D as at the end of each quarter together with a detailed computation of listing fees payable; and

v.                The Rights Shares are subject to similar moratorium as imposed on the Vendors for the Consideration Shares pursuant to the Proposed Acquisition ((as defined in the I-Power Berhad Circular dated 28 June 2012 ("Circular")) by Bursa Securities pursuant to Rule 3.19 (1) of the Listing Requirements whereby the following amount of the said Consideration Shares held by the Vendors are placed under moratorium as follows:-

(a)             459,000,000 Consideration Shares, representing 100% of the Consideration Shares after the Proposed Offer for Sale (as defined in the Circular) but before the Proposed Private Placement (as defined in the Circular) comprising 153,000,000 Consideration Shares from Chan Chuck Yan and 102,000,000 Consideration Shares from Anne Kung Soo Ching, Ngu Sing Hieng and Wong Say Khim respectively, for a period of six (6) months from the date such Consideration Shares are listed on the ACE Market of Bursa Securities;

(b)             Upon expiry of the six (6) months period as provided under sub-paragraph (a) above and under the maximum scenario, up to 325,463,004 Consideration Shares comprising 108,487,668 Consideration Shares from Chan Chuck Yan and 72,325,112 Consideration Shares from Anne Kung Soo Ching, Ngu Sing Hieng and Wong Say Khim respectively, representing 45.0% of the enlarged issued and paid-up share capital of I-Power Berhad after the Proposals (as defined in the Circular), for another period of six (6) months; and

(c)             Thereafter, the Vendors may sell, transfer or assign up to a maximum of one third (1/3) per annum of their Consideration Shares under moratorium on a straight-line basis.

The following information on the Rights Shares and Warrants D that are subject to the moratorium are to be submitted to Bursa Malaysia Depository Sdn Bhd upon the announcement of the Book Closure Date for the Proposed Rights Issue with Warrants:-

(a)   The name of the shareholder;

(b)   The number of Rights Shares and Warrants D respectively; and

(c)   The date of expiry of the moratorium.


This announcement is dated 9 April 2015. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



Announcement Info

Company NameINSTACOM GROUP BERHAD (ACE Market) 
Stock Name INSTACO    
Date Announced9 Apr 2015  
CategoryGeneral Announcement
Reference NoMI-150409-62366

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