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We refer to the earlier announcements in relation to the Rights Issue. Unless otherwise stated, the terms used herein shall have the same meaning as defined in the said announcements in relation to the Rights Issue.

On behalf of the Board, RHB Investment Bank wishes to announce the following:-

(i)  the issue price for the Rights Shares has been fixed at RM0.79 per Rights Share (“Issue Price”); and

(ii)  the exercise price for the Rights Warrants has been fixed at RM1.25 per Rights Warrant (“Exercise Price”).

The Issue Price represents a discount of approximately 20.20% to the TERP of MRCB Shares as set out in item (i) below. The Issue Price was determined by the Board after taking into consideration, among others, the following:-

(i)  the TERP of MRCB Shares of approximately RM0.99 based on the five (5)-day VWAMP of MRCB Shares up to and including 18 September 2017, being the market day immediately preceding the price-fixing date of the Rights Issue on 19 September 2017 (“Price-Fixing Date”), of RM1.1999;

(ii)  the prevailing market conditions which include, among others, the market sentiment and the performance of the Malaysian stock market; and

(iii)  a discount of not less than 20% to the TERP, which is in line with the range of discounts adopted in the pricing of recent rights issue exercises implemented by public listed companies on Bursa Securities.

The Exercise Price represents a premium of approximately 26.26% to the TERP of MRCB Shares as set out in item (a) below. The Exercise Price was determined by the Board after taking into consideration, among others, the following:-

(a)  the TERP of MRCB Shares of approximately RM0.99 based on the five (5)-day VWAMP of MRCB Shares up to and including 18 September 2017, being the market day immediately preceding the Price-Fixing Date, of RM1.1999;

(b)  the historical share price movement of MRCB Shares;

(c)  the earnings potential of MRCB Group; and

(d)  a premium of not less than 20% to the TERP, after taking into consideration the funding requirements of MRCB Group over the next five (5) years.

In addition to the above, RHB Investment Bank, on behalf of the Board, wishes to announce that the Company had on 19 September 2017 entered into an underwriting agreement with RHB Investment Bank (as Managing Underwriter and Joint Underwriter), CIMB Investment Bank Berhad and CIMB Islamic Bank Berhad (collectively, the “Joint Underwriters”) for the Joint Underwriters to underwrite up to 1,727,772,475 Rights Shares together with 345,554,495 Rights Warrants, representing approximately 60.54% of the total Rights Shares with Rights Warrants to be issued under the Maximum Scenario, for which no undertaking has been obtained from other shareholders of MRCB.

The remaining 1,126,004,549 Rights Shares with 225,200,910 Rights Warrants, representing approximately 39.46% of the total Rights Shares with Rights Warrants to be issued under the Maximum Scenario represents the entitlements of the Employees Provident Fund Board and Gapurna Sdn Bhd, the major shareholders of MRCB, under the Rights Issue, for which they have provided written undertakings to subscribe in full for their respective entitlements under the Rights Issue as at the entitlement date.

The Company had also on even date executed the deed poll constituting up to 570,755,405 Rights Warrants to be issued pursuant to the Rights Issue.

This announcement is dated 19 September 2017.