MULTIPLE PROPOSALS LOTUS CIRCULAR BERHAD (FORMERLY KNOWN AS MESB BERHAD) (“LCB” OR THE “COMPANY”) (I) PROPOSED ACQUISITIONS; (II) PROPOSED EXEMPTION; AND (III) PROPOSED NEW SHAREHOLDERS’ MANDATE
Author: admin | Filed under: AnnouncementLOTUS CIRCULAR BERHAD
| Type | Announcement |
| Subject | MULTIPLE PROPOSALS |
| Description | LOTUS CIRCULAR BERHAD (FORMERLY KNOWN AS MESB BERHAD) (“LCB” OR THE “COMPANY”)
(I) PROPOSED ACQUISITIONS; (II) PROPOSED EXEMPTION; AND (III) PROPOSED NEW SHAREHOLDERS’ MANDATE |
On behalf of the board of directors of LCB, KAF Investment Bank Berhad wishes to announce that:-
(i) the Company had on 19 December 2024 entered into a conditional share purchase agreement for the proposed acquisitions of the entire equity interest in Earthwise Resources Sdn Bhd (“Earthwise”) from Lotus Essential Sdn Bhd (“LESB”) and the entire equity interest in Expert Resource Management Sdn Bhd (“Expert”) from Datuk Wong Sak Kuan (“DWSK”), Chen, JianHua (“CJH”) and Lee Wai Fun (“LWF”) for a total purchase consideration of RM100,000,000, to be satisfied via a combination of cash consideration of RM35,011,000 and the issuance of 156,600,000 new ordinary shares in LCB (“Consideration Shares”) at an issue price of RM0.415 per Consideration Share (“Proposed Acquisitions”); and
(ii) in conjunction with the Proposed Acquisitions, DWSK/LESB and the persons acting in concert with them (who hold shares in LCB currently or upon issuance of the Consideration Shares or who is the director of LCB pursuant to subsections 216(2) and 216(3) of the Capital Markets and Services Act 2007 (“CMSA”)), namely CJH, LWF, Yau Ming Teck and Wong Yu Perng intend to seek an exemption from the Securities Commission Malaysia (“SC”) under subparagraph 4.08(1)(a) of the Rules on Take-Overs, Mergers and Compulsory Acquisitions issued by the SC pursuant to section 377 of the CMSA from the obligation to undertake a mandatory take-over offer for the remaining ordinary shares in LCB not already owned by them upon issuance of the Consideration Shares.
In addition, LCB will also be procuring its shareholders’ mandate for recurrent related party transactions expected to be entered into by Earthwise and Expert with other companies related to DWSK, following the completion of the Proposed Acquisitions (“New RRPTs”). In this regard, the Company will seek the approval of its shareholders for the New RRPTs, at the forthcoming extraordinary general meeting of the Company.
Kindly refer to the attached document for the complete announcement.
Lotus Circular Berhad – Announcement (Proposed Rights Issue and Proposed Exemption) 19.12.2024
This announcement is dated 19 December 2024.