NAKA

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PRACTICE NOTE 17 / GUIDANCE NOTE 3 : REGULARISATION PLAN

NAKAMICHI CORPORATION BERHAD

Type Announcement
Subject PRACTICE NOTE 17 / GUIDANCE NOTE 3
REGULARISATION PLAN
Description
NAKAMICHI CORPORATION BERHAD ("NAKA" OR "COMPANY")

(I)	PROPOSED JOINT OPERATIONS AND MONITORING;
(II)	PROPOSED PAR VALUE REDUCTION;
(III)	PROPOSED SHARE PREMIUM REDUCTION;
(IV)	PROPOSED SPECIAL ISSUE OF SHARES;
(V)	PROPOSED RIGHTS ISSUE WITH WARRANTS;
(VI)	PROPOSED DIVERSIFICATION;
(VII)	PROPOSED IASC; AND
(VIII) PROPOSED AMENDMENTS TO M&A

(COLLECTIVELY, THE "PROPOSED REGULARISATION SCHEME")

(Unless otherwise stated, all abbreviations used herein shall have the same meanings as those stated in the previous announcements in relation to the Proposed Regularisation Scheme)

Reference is made to the announcement on 13 April 2017 in relation to the Proposed Regularisation Scheme.

On behalf of the Board of Naka, M&A Securities Sdn Bhd wishes to announce that after due diliberation and having considered all facts and circumstances of the matter including the Company's written and oral representations, the Listing Committee has decided to:

(a) Dismiss the Company’s appeal against the rejection by Bursa Malaysia Securities Berhad (“Bursa Securities”) of the Company’s proposed regularisation plan (“Company ‘s Appeal”); and

(b) De-list the securities of Naka from the Official List of Bursa Securities pursuant to Paragraph 8.04 of the Main Market Listing Requirements of Bursa Securities (“Main LR”).

Accordingly, the securities of the Company shall be removed from the Official List of Bursa Securities upon the expiry of 2 market days from the date of the letter by Bursa Securities, i.e on 27 March 2018.

In arriving at the aforesaid decision to dismiss the Company’s Appeal, the Listing Committee was of the view that notwithstanding the Company’s representations that all the issues/grounds/concerns raised by Bursa Securities in rejecting the Company’s proposed regularisation plan as set out in its letter dated 15 November 2017 had been addressed/mitigated, there were issues/concerns which were not satisfactorily addressed by the Company, in particular Bursa Securities’ concerns on whether the business structure and arrangement between Naka, Nakamichi Oil and Gas Sdn Bhd (“NOGSB) and Aktau Transit LLP (“Aktau Transit”) pursuant to the Investment Agreement and Joint Investment Agency Agreement would be to the best interest of the Company and shareholders in compliance with Paragraph 5.4 of Practice Note 17 (“PN17”) of the Main LR. In particular, as a substantial portion of the funds raised by the Company pursuant to the proposed regularisation plan would be advanced to Aktau Transit, the safeguards/mitigating factors proposed by the Company did not satisfactorily address the uncertainties in respect in respect of Naka’s regularisation plan including on the ability of Naka to continue operating the business and/or recover the monies advanced to Aktau Transit. In this regard, as the Aktau Transit Oilfields would not be charged to Naka, the Company’s ability to continue operating  the business and/or recover the monies advanced to Aktau Transit would be dependent on a third party to, amongst others, enforce the charge and use the proceeds of foreclosure to pay Naka.

In arriving at the aforesaid decision to de-list the securities of Naka from the Official List of Bursa Securities, the Listing Committee had considered, amongst others, the following factors:

(a) Since the First Announcement on 29 April 2015, Naka has had approximately 34.5 months to regularise its financial condition;

(b) NAKA had failed to regularise the Company’s financial condition in accordance with Paragraph 8.04 and PN17 of the Main LR;

(c) The regularisation plan submitted by Naka had failed to comply with Paragraph 5.4 of PN17 and had been rejected by Bursa Securities;

(d) Naka had been reporting losses since the financial year ended (“FYE”) 31 December 2012 and the summary of the key financial information of Naka from the FYE 31 December 2012 until the 9-months financial period ended 30 September 2017 based on Company’s audited financial statements and quarterly financial statement;

(e) All PN17 companies are required to regularise their financial condition and level of operations expeditiously within the timeframes prescribed in Paragraph 8.04 of the Main LR and PN17 or extended timeframe as may be granted by Bursa Securities;

(f) The requirement for companies to have an adequate level of financial condition and level of operations serves to ensure that companies listed on the Official List are of a certain minimum quality as well as to preserve and sustain market integrity and investors’ confidence; and

(g) In the opinion of the Listing Committee, adequate time and opportunity had been accorded to Naka to regularise the Company’s financial condition since Naka’s First Announcement on 29 April 2015.

This announcement is dated 22 March 2018.






Announcement Info

Company Name NAKAMICHI CORPORATION BERHAD
Stock Name NAKA
Date Announced 22 Mar 2018
Category General Announcement for PLC
Reference Number GA1-22032018-00097