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MULTIPLE PROPOSALS SCOMI GROUP BHD ("SGB" OR THE "COMPANY") (I) PROPOSED SHARE CAPITAL REDUCTION; (II) PROPOSED SHARE CONSOLIDATION; (III) PROPOSED RIGHTS ISSUE OF SHARES WITH WARRANTS; (IV) PROPOSED RESTRICTED ISSUE; (V) PROPOSED SET-OFF; AND (VI) PROPOSED LIABILITIES SETTLEMENT (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

SCOMI GROUP BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
SCOMI GROUP BHD ("SGB" OR THE "COMPANY")

(I)	PROPOSED SHARE CAPITAL REDUCTION;
(II)	PROPOSED SHARE CONSOLIDATION;
(III)	PROPOSED RIGHTS ISSUE OF SHARES WITH WARRANTS;
(IV)	PROPOSED RESTRICTED ISSUE;
(V)	PROPOSED SET-OFF; AND
(VI)	PROPOSED LIABILITIES SETTLEMENT 

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

(Unless otherwise defined, the abbreviations and definitions used throughout this announcement shall have the same meaning as those previously defined in the Company’s announcements dated 27 May 2019, 30 May 2019, 18 July 2019, 9 August 2019, 20 August 2019, 3 December 2019, 20 December 2019 and 30 December 2019 in relation to the Proposals (“Announcements”))

 

We refer to the Announcements and the default in payment announcement made by SGB on 21 January 2020.

 

On behalf of the Board, MIDF Investment and Astramina, wish to inform the following:

 

(a) On 20 January 2020, the Company received a letter of demand from Messrs Mah-Kamariyah & Philip Koh, being the solicitors for TSWA. TSWA had demanded RM21,859,325.61 (being the principal amount of the TSWA Loan together with the interest thereon), which has become due and payable on 17 January 2020, within five (5) days from the date of the said letter of demand;

 

(b) On 20 January 2020, the Company received a letter of demand from GGSB requiring the Company to make immediate full repayment of the sum of RM21 million plus accrued interest of RM854,000 within 5 days from the date of the said letter of demand.

 

Both TSWA and GGSB are the existing shareholders of SGB and have each provided an irrevocable written undertaking dated 16 July 2019 respectively (“LOUs”) pursuant to Proposed Rights Issue of Shares with Warrants and Proposed Restricted Issue as announced on 18 July 2019.

 

In accordance with the TSWA Loan Agreement and GGSB Loan Agreement, the TSWA Loan and GGSB Loan are secured by a first ranking charge over 435,233,161 fully paid up and unencumbered ordinary shares of SESB (“Pledged Shares”) respectively, which is pledged with Malaysian Trustee Berhad (“MTB”), being the stakeholder to hold and deal with the Pledged Shares. The Company has five (5) days to remedy the same i.e to be remedied on or before 25 January 2020.

 

In the event the Company fails to make good the amount demanded within the remedy period, TSWA and/or GGSB shall each have the right to give notice in writing to MTB to:

 

(i) dispose or procure the disposal (by sale or otherwise); and/or

 

(ii) transfer or procure the transfer to TSWA and/or GGSB or their nominee(s) such number of Pledged Shares that is equivalent in value (based on the 5 (five) days VWAMP  of the Pledged Shares as at the date of disposal or transfer) to the outstanding loan  amount;

 

to recover any amounts due, including any default interest for the period from the repayment deadline until full settlement of the TSWA Loan and GGSB Loan respectively.

 

In the event the proceeds from the disposal of the Pledged Shares or the market value (based on the 5 (five) days VWAMP) of the Pledged Shares transferred to TSWA and/or GGSB are less than the amount payable by the Company to TSWA and GGSB, the Company shall pay TSWA and/or GGSB respectively in cash the shortfall amount. Any excess from the sales proceeds or the market value (based on the 5 (five) days VWAMP) of the shares transferred to TSWA and/or GGSB, shall be returned by TSWA and GGSB respectively to the Company in cash. The Company will make appropriate announcement on the development on the action undertaken by TSWA and GGSB respectively in due course.

 

TSWA and GGSB have also indicated that the LOUs executed by them shall upon non-repayment or default by SGB of the TSWA Loan and GGSB Loan lapse accordingly.

 

The Board has received legal advice that the Company has good ground to maintain that the demand for payment of TSWA Loan and/or GGSB Loan and LOUs are two separate commitments and shall be treated independently. The said LOUs are irrevocable and shall remain enforceable for the Proposals.

 

All shareholders who have provided undertakings will be required to furnish a confirmation that they have sufficient financial resources to meet the undertakings sum and to provide a proof of funds (they include TSWA, GGSB, IJM and SAL). All the confirmation letters and proof of funds will need to be obtained prior to the despatch of circular. Pursuant thereto, the Company has, via its letters dated 21 January 2020, requested for such confirmation and proof of funds from TSWA and GGSB.

 

This announcement is dated 21 January 2020.






Announcement Info

Company Name SCOMI GROUP BERHAD
Stock Name SCOMI
Date Announced 21 Jan 2020
Category General Announcement for PLC
Reference Number GA1-21012020-00086