KFC

3.980

(%)

Circular/Notice to Shareholders

KFC HOLDINGS (MALAYSIA) BERHAD

Subject

PART A
CIRCULAR TO SHAREHOLDERS AND WARRANTHOLDERS IN RELATION TO THE

(I) PROPOSED DISPOSAL OF THE ENTIRE BUSINESS AND UNDERTAKING, INCLUDING ALL THE ASSETS AND LIABILITIES OF KFC HOLDINGS (MALAYSIA) BHD ("KFC") TO TRIPLE PLATFORM SDN BHD, A WHOLLY-OWNED SUBSIDIARY OF MASSIVE EQUITY SDN BHD FOR CASH, AT THE DISPOSAL CONSIDERATION EQUIVALENT TO:-

(A) RM4.00 PER ORDINARY SHARE OF RM0.50 EACH IN KFC ("KFC SHARE(S)")
MULTIPLIED BY THE TOTAL NUMBER OF OUTSTANDING KFC SHARES (LESS
TREASURY SHARES, IF ANY) AT AN ENTITLEMENT DATE TO BE DETERMINED LATER; AND

(B) RM1.00 PER WARRANT ISSUED BY KFC ("KFC WARRANT(S)") MULTIPLIED BY THE TOTAL NUMBER OF OUTSTANDING KFC WARRANTS IN ISSUE AT AN ENTITLEMENT DATE TO BE DETERMINED LATER;

(II) PROPOSED CAPITAL REPAYMENT TO RETURN TO THE SHAREHOLDERS OF KFC OF RM4.00 IN CASH FOR EVERY ONE (1) KFC SHARE HELD ON THE ENTITLEMENT DATE TO BE DETERMINED LATER, BY WAY OF A CAPITAL REDUCTION EXERCISE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965; AND

(III) PROPOSED PAYMENT TO THE WARRANTHOLDERS OF KFC OF RM1.00 IN CASH FOR EVERY ONE (1) KFC WARRANT HELD ON THE ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED KFC WARRANT SCHEME")

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF KFC IN RELATION TO THE PROPOSALS AND THE WARRANTHOLDERS OF KFC IN RELATION TO THE PROPOSED KFC WARRANT SCHEME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING AND NOTICE OF WARRANTHOLDERS' MEETING

Attachments

KFC-Cover to Page 141.pdf
1957 KB

KFC-Page 142 to ProxyForm.pdf
2215 KB

Announcement Info

Company Name	KFC HOLDINGS (MALAYSIA) BERHAD
Stock Name	KFC
Date Announced	12 Oct 2012
Category	Document Receipt
Reference No	JM-121012-53002

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