PEB

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PRACTICE NOTE 16 / GUIDANCE NOTE 2 : INITIAL ANNOUNCEMENT

PIMPINAN EHSAN BERHAD

Type Announcement
Subject PRACTICE NOTE 16 / GUIDANCE NOTE 2
INITIAL ANNOUNCEMENT
Description
FIRST ANNOUNCEMENT PURSUANT TO PARAGRAPH 8.03 AND 8.03A OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD

The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the Explanatory Statement/Circular to the Shareholders of TRIplc Berhad dated 23 January 2018.

1. Introduction

We refer to our announcement dated 31 May 2018 in relation to the completion of the disposal of TRIplc Berhad (“TRIplc”) to Puncak Niaga Holdings Berhad for a total cash consideration of RM210.0million (“Disposal”).

 

Pursuant to the completion of the Disposal, Pimpinan Ehsan Berhad (“Pimpinan Ehsan” or “Company”) has triggered Paragraph 8.03(1) and 8.03A(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”).

 

Bursa Securities had vide its letter dated 16 May 2018 (“Notice”) notified Pimpinan Ehsan that it is a Cash Company pursuant to Paragraph 8.03(1) of the Listing Requirements upon completion of the Disposal. In this respect, the Company must comply with the provisions and requirements in Paragraph 8.03 and Practice Note 16 (“PN16”) of the Listing Requirements.

 

 

2. Obligations of the Company

 

As a Cash Company, Pimpinan Ehsan is required to comply with the following:

 

(i) comply with Paragraph 8.03(4) to place at least 90% of its cash and cash equivalent (including existing cash balance and the consideration arising from the Disposal) in an account opened with a financial institution licensed by Bank Negara Malaysia and operated by a custodian (“Trustee Money”). Pimpinan Ehsan is not allowed to withdraw the Trustee Money except for the following purposes:

 

  • implementing a proposals to acquire a new core business approved by the Securities Commission Malaysia (“SC”); or

 

  • pro rata distributions to shareholders pursuant to Paragraph 8.03(9) of the Listing Requirements;

 

(ii) comply with Paragraph 8.03(5) to regularise its condition in the following manner:

 

  • regularise its condition by submitting a proposal to acquire a new core business to SC within 12 months from the date of this announcement (“Initial Announcement”); and

 

  • implement its proposal within the timeframe prescribed by the SC;

 

(iii) must ensure that all moneys deposited, together with interests earned with the financial institution licensed by Bank Negara Malaysia and operated by a custodian under Paragraph 8.03(4) are distributed to its shareholders on a pro-rata basis as soon as practicable if Pimpinan Ehsan:

 

  • fails to comply with any part of its obligation in Paragraph 8.03(5)(a); or

 

  • does not intend to maintain its listing at any time after it receives the notice referred to in Paragraph 8.03(1).

 

(iv) announce the status of its proposals and the number of months to the end of the relevant timeframes referred to in Paragraph 8.03(5)(a) of the Listing Requirement (“PN16 Monthly Announcement”), as may be applicable. Pimpinan Ehsan must make the PN16 Monthly Announcement simultaneously with the announcement of its quarterly report pursuant to Paragraph 9.22 of the Listing Requirements. In any event, Pimpinan Ehsan must make the said announcement not later than 2 months after the end of each quarter of a financial year, until further notice from Bursa Securities;

 

(v) announce its compliance or non-compliance with a particular obligation imposed pursuant to PN16 of the Listing Requirements on an immediate basis;

 

(vi) announce the details of the proposal which announcement must fulfil the requirements as set out in Paragraph 2.2 of PN16 of the Listing Requirements; and

 

(vii) where Pimpinan Ehsan fails to regularise its condition, announce the dates of suspension and de-listing of its listed securities immediately upon notification of suspension and de-listing by Bursa Securities.

 

 

3. Consequences of Non-compliance

 

If Pimpinan Ehsan fails to comply with any of its obligations prescribed in Paragraph 8.03 and PN16 of the Listing Requirements, Bursa Securities may take action against the Company, including but not limited to suspend the trading of Pimpinan Ehsan or de-list of the Company, or both.

 

Bursa Securities may suspend the trading of the Cash Company’s listed securities if it fails to comply with any part of its obligations in Paragraph 8.03(5)(a) above or if its proposal is rejected by the SC and Bursa Securities may de-list such Cash Company.

 

 

4. Status of Plan to Regularise Condition

 

The Board of Directors of Pimpinan Ehsan has yet to identify any suitable business/assets and is now taking necessary steps to identify and acquire new businesses/assets in order to regularise the condition of the Company. Any progress in this regard shall be announced to Bursa Securities in due course.

 

Shareholders and potential investors should note that there can be no assurance that Pimpinan Ehsan will be successful in acquiring viable businesses to regularise its condition.

 

This announcement is dated 31 May 2018.

 






Announcement Info

Company Name PIMPINAN EHSAN BERHAD
Stock Name PEB
Date Announced 31 May 2018
Category General Announcement for PLC
Reference Number GA1-31052018-00061