BURSA ANNOUCEMENTS

Date : 02 October 2014

MULTIPLE PROPOSALS INSTACOM GROUP BERHAD ("INSTACOM" OR THE "COMPANY") I. PROPOSED ACQUISITION BY INSTACOM OF 1,400,000 ORDINARY SHARES OF RM1.00 EACH IN NEATA ALUMINIUM (MALAYSIA) SDN BHD ("NEATA"), REPRESENTING 35% OF THE EQUITY INTEREST IN NEATA FOR A PURCHASE CONSIDERATION OF RM58.80 MILLION, TO BE FULLY SATISFIED VIA THE ISSUANCE OF NEW ORDINARY SHARES OF RM0.10 EACH IN INSTACOM ("INSTACOM SHARE(S)") AT THE ISSUE PRICE OF RM0.19 PER INSTACOM SHARE ("PROPOSED ACQUISITION"); II. PROPOSED DIVERSIFICATION OF THE EXISTING PRINCIPAL ACTIVITIES OF INSTACOM AND ITS SUBSIDIARY COMPANIES TO INCLUDE ALUMINIUM DESIGN AND FABRICATION BUSINESS AND CIVIL ENGINEERING AND CONSTRUCTION BUSINESS ("PROPOSED DIVERSIFICATION"); AND III. PROPOSED BONUS ISSUE OF WARRANTS OF UP TO 210,676,278 WARRANTS IN INSTACOM ("WARRANT C") ON THE BASIS OF ONE (1) FREE WARRANT C FOR EVERY FIVE (5) EXISTING INSTACOM SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE OF WARRANTS") (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

INSTACOM GROUP BERHAD

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

I. PROPOSED ACQUISITION BY INSTACOM OF 1,400,000 ORDINARY SHARES OF RM1.00 EACH IN NEATA ALUMINIUM (MALAYSIA) SDN BHD ("NEATA"), REPRESENTING 35% OF THE EQUITY INTEREST IN NEATA FOR A PURCHASE CONSIDERATION OF RM58.80 MILLION, TO BE FULLY SATISFIED VIA THE ISSUANCE OF NEW ORDINARY SHARES OF RM0.10 EACH IN INSTACOM ("INSTACOM SHARE(S)") AT THE ISSUE PRICE OF RM0.19 PER INSTACOM SHARE ("PROPOSED ACQUISITION");

II. PROPOSED DIVERSIFICATION OF THE EXISTING PRINCIPAL ACTIVITIES OF INSTACOM AND ITS SUBSIDIARY COMPANIES TO INCLUDE ALUMINIUM DESIGN AND FABRICATION BUSINESS AND CIVIL ENGINEERING AND CONSTRUCTION BUSINESS ("PROPOSED DIVERSIFICATION"); AND

III. PROPOSED BONUS ISSUE OF WARRANTS OF UP TO 210,676,278 WARRANTS IN INSTACOM ("WARRANT C") ON THE BASIS OF ONE (1) FREE WARRANT C FOR EVERY FIVE (5) EXISTING INSTACOM SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE OF WARRANTS")

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

On behalf of the Board of Directors of Instacom Group Berhad ("Instacom" or the "Company") ("Board"), RHB Investment Bank Berhad ("RHBIB") wishes to announce that the Company had on 2 October 2014, entered into a conditional share sale agreement ("SSA") with Ooi Eng Kean, Nor Mohd Amin bin Shaharudin, Ang Li-Hann and Chia Kok Seng (collectively referred to as "Vendors") for the proposed acquisition by Instacom of 1,400,000 ordinary shares of RM1.00 each in Neata ("Neata Shares"), representing 35% of the equity interest in Neata ("Sale Shares"). The purchase consideration for the Proposed Acquisition is RM58,800,000 ("Purchase Consideration"), which will be fully satisfied by the issuance of 309,473,684 new ordinary shares of RM0.10 each in Instacom ("Instacom Shares" or "Shares") ("Consideration Shares") at an issue price of RM0.19 per Instacom Share.

In conjunction with the Proposed Acquisition, the Board has also resolved to undertake the following:-

i.                 proposed diversification of the existing principal activities of Instacom and its  subsidiary companies ("Instacom Group" or "Group") to include aluminium design and fabrication business and civil engineering and construction business ("Proposed Diversification"); and

ii.                proposed bonus issue of up to 210,676,278 Warrants C on the basis of one (1) free Warrant C for every five (5) existing Instacom Shares held on an entitlement date to be determined later ("Proposed Bonus Issue of Warrants").

(The Proposed Acquisition, the Proposed Diversification and the Proposed Bonus Issue of Warrants are collectively referred to as the "Proposals").

Further details on the Proposals are set out in the attachment enclosed.



This announcement is dated 2 October 2014.

 

 

 

 

 



Announcement Info

Company NameINSTACOM GROUP BERHAD (ACE Market) 
Stock Name INSTACO    
Date Announced2 Oct 2014  
CategoryGeneral Announcement
Reference NoMI-141002-66858

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