Bursa Announcements

Date : 06 June 2013

NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS): COMBINATION OF NEW ISSUE OF SECURITIES SUNWAY BERHAD (“SUNWAY” OR “COMPANY”) I. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 568,702,201 NEW ORDINARY SHARES OF RM1.00 EACH IN SUNWAY (“RIGHTS SHARES”) AT AN ISSUE PRICE OF RM1.70 ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE EXISTING ORDINARY SHARES OF RM1.00 EACH IN SUNWAY (“SUNWAY SHARES”) HELD BY SHAREHOLDERS OF SUNWAY ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED RIGHTS ISSUE”); AND II. PROPOSED ESTABLISHMENT OF AN EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) FOR THE ELIGIBLE EXECUTIVE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) (“PROPOSED ESOS”). (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

SUNWAY BERHAD

TypeAnnouncement
SubjectNEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
DescriptionSUNWAY BERHAD (“SUNWAY” OR “COMPANY”)

I. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 568,702,201 NEW ORDINARY SHARES OF RM1.00 EACH IN SUNWAY (“RIGHTS SHARES”) AT AN ISSUE PRICE OF RM1.70 ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY THREE EXISTING ORDINARY SHARES OF RM1.00 EACH IN SUNWAY (“SUNWAY SHARES”) HELD BY SHAREHOLDERS OF SUNWAY ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED RIGHTS ISSUE”); AND

II. PROPOSED ESTABLISHMENT OF AN EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) FOR THE ELIGIBLE EXECUTIVE DIRECTORS AND EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES (EXCLUDING DORMANT SUBSIDIARIES) (“PROPOSED ESOS”).

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

We refer to the announcements dated 5 April 2013, 20 May 2013 and 21 May 2013 in respect of the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board, RHB Investment Bank Berhad (“RHB Investment Bank”) wishes to announce that Bursa Securities has, vide its letter dated 5 June 2013 (which was received on 6 June 2013), approved the following:

(i) listing of up to 568,702,201 Rights Shares;

(ii) listing of such number of ESOS Shares, representing up to 10% of the issued and paid-up ordinary share capital of Sunway (excluding treasury shares);

(iii) listing of up to 31,252,439 Additional Sunway Warrants arising from the Proposed Rights Issue; and
 
(iv) listing of up to 31,252,439 additional Sunway Shares arising from the exercise of Additional Sunway Warrants.

The approval by Bursa Securities for the Proposed Rights Issue and Proposed ESOS are subject to the following conditions:

(1) Sunway and RHB Investment Bank must fully comply with the relevant provisions under the Main Market Listing Requirements of Bursa Securities (“Listing Requirements”) pertaining to the implementation of the Proposed Rights Issue;

(2) Sunway and RHB Investment Bank to inform Bursa Securities upon the completion of the Proposed Rights Issue;

(3) Sunway 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 is completed;

(4) RHB Investment Bank is required to submit a confirmation to Bursa Securities of full compliance of the ESOS pursuant to Paragraph 6.43(1) of the Listing Requirements and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in general meeting;

(5) Sunway is required to furnish Bursa Securities on a quarterly basis a summary of the total number of ESOS Shares listed as at the end of each quarter together with a details computation of listing fees payable; and

(6) Sunway is to comply with Paragraph 6.56(1) of the Listing Requirements.

In addition, the Controller of Foreign Exchange of Bank Negara Malaysia has taken note, vide its letter dated 5 June 2013 (which was received on 6 June 2013), of the issuance of Additional Sunway Warrants to be issued to the non-resident holders pursuant to adjustments in accordance with the provisions of the Deed Poll as a result of the Proposed Rights Issue and any Additional Sunway Warrants to be issued from time to time arising from any adjustments made pursuant to the provisions of the Deed Poll.

This announcement is dated 6 June 2013.



Announcement Info

Company NameSUNWAY BERHAD  
Stock Name SUNWAY    
Date Announced6 Jun 2013  
CategoryGeneral Announcement
Reference NoMI-130606-66888

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