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Bursa Announcement
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Date : 05 June 2013

Circular/Notice to Shareholders

MALAYSIAN RESOURCES CORPORATION BERHAD

SubjectCIRCULAR TO SHAREHOLDERS IN RELATION TO

PART A
(I) PROPOSED ACQUISITIONS BY MALAYSIAN RESOURCES CORPORATION BERHAD ("MRCB" OR "COMPANY") OF THE EQUITY INTEREST IN THE ACQUIREE COMPANIES (AS DEFINED HEREIN) FROM THE VENDORS (AS DEFINED HEREIN) FOR A TOTAL INDICATIVE CONSIDERATION OF UP TO RM814,300,000 WHICH WILL BE SATISFIED VIA A COMBINATION OF CASH OF RM124,008,715 AND UP TO
445,349,217 NEW ORDINARY SHARES OF RMI.00 EACH IN MRCB ("MRCB SHARES" OR "SHARES") AT AN ISSUE PRICE OF RM1.55 PER MRCB SHARE, TOGETHER WITH UP TO 127,242,635 FREE DETACHABLE WARRANTS ON THE BASIS OF TWO (2) FREE DETACHABLE WARRANTS FOR EVERY SEVEN (7) MRCB SHARES ISSUED ("PROPOSED ACQUISITIONS");

(II) PROPOSED EXEMPTION TO NUSA GAPURNA DEVELOPMENT SDN BHD, THE EMPLOYEES PROVIDENT FUND BOARD AND GAPURNA SDN BHD AS WELL AS PERSONS ACTING IN CONCERT WITH THEM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY OFFER FOR THE REMAINING MRCB SHARES NOT
ALREADY OWNED BY THEM UPON COMPLETION OF THE PROPOSED ACQUISITIONS ("PROPOSED EXEMPTION");

(III) PROPOSED FREE ISSUANCE OF UP TO 482,087,903 WARRANTS IN MRCB TO ALL ENTITLED SHAREHOLDERS OF OUR COMPANY ON THE BASIS OF ONE (I) FREE WARRANT FOR EVERY THREE (3) EXISTING MRCB SHARES HELD AT AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED FREE WARRANTS");

(IV) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF OUR COMPANY ("PROPOSED IASC"); AND

(V) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF OUR COMPANY ("PROPOSED AMENDMENTS")

PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF MRCB IN RELATION TO THE PROPOSED ACQUISITIONS (SAVE FOR THE PROPOSED ACQUISITION OF 30% OF P.J SENTRAL (AS DEFINED HEREIN ) AND THE PROPOSED EXEMPTION


Announcement Info

Company NameMALAYSIAN RESOURCES CORPORATION BERHAD  
Stock Name MRCB    
Date Announced5 Jun 2013  
CategoryDocument Receipt
Reference NoJM-130605-64336