KHEESAN

0.115

(%)

MULTIPLE PROPOSALS KHEE SAN BERHAD ("KSB" OR THE "COMPANY") (I) RIGHTS ISSUE WITH WARRANTS; (II) SCHEME OF ARRANGEMENT; (III) SHARE CAPITAL REDUCTION; (IV) EMPLOYEES' SHARE SCHEME; AND (V) AMENDMENT. (COLLECTIVELY, "REGULARISATION PLAN")

KHEE SAN BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
KHEE SAN BERHAD ("KSB" OR THE "COMPANY")

(I) RIGHTS ISSUE WITH WARRANTS;
(II) SCHEME OF ARRANGEMENT;
(III) SHARE CAPITAL REDUCTION;
(IV) EMPLOYEES' SHARE SCHEME; AND
(V) AMENDMENT.

(COLLECTIVELY, "REGULARISATION PLAN")

Unless otherwise stated or redefined, all abbreviations and definitions used herein shall have the same meanings as those used in the Circular to shareholders of the Company dated 13 September 2024 in relation to the Regularisation Plan.

 

Reference is made to the announcement dated 10 April 2025, whereby the Company had on 10 April 2025 received a letter from Timur, requested that the Company to discharge its undertaking to subscribe for 160,160,000 Rights Shares under the Rights Issue with Warrants equivalent to a total value of RM16,016,000 (“Undertaking”) pursuant to its undertaking letter dated 24 April 2024 provided by Timur to the Company. The discharge of the Undertaking is conditional upon:

 

a. the substitution of an undertaking by Heritage Winners Sdn Bhd (“Heritage”) to subscribe for 160,160,000 Rights Shares under the Rights Issue with Warrants equivalent to a total value of RM16,016,000 in the form whereby the terms and conditions of the undertaking will not contradict and/or undermined the original Undertaking (“Heritage’s Undertaking”); and

 

b. Heritage providing the necessary proof on its sufficiency of financial resources to take up the Rights Shares based on the Heritage’s Undertaking (“Proof of Funds”).

 

On behalf of the Board, M&A Securities wishes to announce that the Board (save for Dato’ Sri Ngu Tieng Ung, JP and Ngu Chienn Ying (collectively, “Interested Directors”), comprising the remaining non-Interested Directors, after due consideration and review of the request, has agreed to discharge Timur from its Undertaking (“Discharge”). In conjunction with the Discharge, Heritage has provided a written undertaking dated 23 July 2025 for the Heritage’s Undertaking (“Substitution”) confirming that:-

 

a. the Heritage’s Undertaking would not result in the Heritage and persons acting in concert with it to trigger the obligation to undertake a mandatory general offer for all the remaining KSB securities not already held by them in accordance with Paragraph 4.01(a) of the Rules; and

 

b. the Heritage’s Undertaking would not result in the public shareholding spread of the Company falling below 25% of the Company’s enlarged issued share capital after the completion of the Rights Issue with Warrants in accordance with Paragraph 8.02(1) of the Listing Requirements.

 

 

Kindly refer to the attachment for details of the announcement.




Please refer attachment below.



Announcement Info

Company Name KHEE SAN BERHAD
Stock Name KHEESAN
Date Announced 23 Jul 2025
Category General Announcement for PLC
Reference Number GA1-23072025-00024