On behalf of the Board of Directors of Rev Asia (“Board”), TA Securities Holdings Berhad (“TA Securities”) wishes to announce that the Company and Datuk Dr. Syed Muhamad Bin Syed Abdul Kadir (“Datuk Dr. Syed”), Shobana A/P N Kumarasamy (“Shobana”) and Nallendran A/L Satturukanasingi (“Nallendran”) (Datuk Dr. Syed, Shobana and Nallendran are collectively referred to as the “Vendors”) had on 8 November 2019 entered into a share sale agreement (“SSA”) for the acquisition by Rev Asia of 1,080,000 ordinary shares in Orissa Wicomm (M) Sdn Bhd ("Orissa"), representing 60% equity interest in Orissa from the Vendors for a total purchase consideration of up to RM12,400,000 (“Purchase Consideration”), to be satisfied via a combination of cash payment and issuance of such number of new ordinary shares in Rev Asia to be determined in accordance with the terms and conditions of the SSA (“Rev Asia Share(s)” or “Share(s)”) (“Consideration Shares”) (“Proposed Acquisition”).

In addition to the Proposed Acquisition, the Company also intends to undertake the following proposals: -

(i)  proposed issuance of up to RM8,400,000 nominal value of 5-Year irredeemable convertible unsecured loan stocks at 5.00% per annum (“ICULS”) together with 16,800,000 free  detachable warrants (“Warrants A”) in Rev Asia to Catcha Group Pte Ltd (“Catcha”) (“Proposed Special Issue of ICULS with Warrants A”);

(ii)  proposed renounceable rights issue of up to 33,660,005 shares in Rev Asia (“Rights Shares”) on the basis of one (1) Rights Shares for every four (4) existing Rev Asia Shares held, together with 67,320,010 free detachable warrants (“Warrants B”) on the basis of two (2) Warrants B for every one (1) Rights Shares subscribed at an entitlement date to be determined later (“Entitlement Date”) (“Proposed Rights Issue with Warrants B”); and

(iii) proposed exemption under Paragraph 4.08(1)(b) of the Rules on Take-overs, Mergers and Compulsory Acquisitions (“Rules”) for Catcha and  persons acting in concert with it (“PACs”) from the obligation to undertake a mandatory take-over offer (“Mandatory Offer”) to acquire the remaining Rev Asia Shares not already owned by them upon completion of the Proposed Rights Issue with Warrants B (“Proposed Exemption”).

Please refer to the attachment for the full details of the Proposed Regularisation Plan.

This announcement is dated 8 November 2019.