We refer to the announcements made on 6 March 2020, 8 April 2020, 24 April 2020, 27 April 2020, 9 June 2020, 10 July 2020, 23 July 2020, 14 August 2020 and 17 August 2020 (“Announcements”) as well as the circular to the shareholders of Acoustech dated 11 June 2020 (“Circular”) in relation to the Corporate Exercises. Unless otherwise defined, abbreviations and definitions used in this announcement shall be the same as those previously defined in the Announcements and the Circular.

Further to the above, on behalf of Acoustech, TA Securities wishes to announce the following:

1.Supplemental Agreements to the Subscription Agreement
The Company and Sycamore Capital SPC (acting on behalf of and for the account of Sycamore Equity Fund SP) (“RCPS Subscriber” or the “Subscriber”) have entered into supplemental agreements on 25 June 2020 and 4 September 2020 (duly accepted by Acoustech on 16 September 2020), respectively (“Supplemental Agreements”) to reflect the necessary changes to the Subscription Agreement in relation to the Issuance of RCPS, as follows:

(a) To extend the time to fulfil the conditions precedent under the Clause 7 of the Subscription Agreement from 5 July 2020 to 3 August 2020 in order to satisfy all conditions precedent to the issue of the 1st sub-tranche of Tranche 1 under the Subscription Agreement. The said conditions precedent have been fulfilled on 3 August 2020; and

(b)To amend the recipient of the RCPS Rebate (as defined below) under the Clause 5.1(d) of the Subscription Agreement, from Sycamore Capital SPC (acting on behalf of and for the account of Sycamore Equity Fund SP) to Sycamore Capital SPC. The said clause will be replaced as follow:

“5.1(d)   a rebate of 5% of the aggregate principal amount subscribed of each sub-tranche of the issued Tranches 1, 2, 3, 4 and 5 RCPS (the “RCPS Rebate”) is payable to Sycamore Capital SPC on each Issue Date of each sub-tranche of the Tranche 1 RCPS, Tranche 2 RCPS, Tranche 3 RCPS, Tranche 4 RCPS and Tranche 5 RCPS (as the case may be). The Company agrees that to facilitate this payment, the RCPS Rebate payable shall be deducted by the Subscriber directly from the subscription moneys payable to the Company for the subscription of each sub-tranche of the RCPS,”

The above amendment was pursuant to the RCPS Subscriber’s request to reflect for better clarity of the details stated in the drawdown notice to be issued by the Company, that the RCPS Rebate will be directly deducted from the subscription payment due and receivable to Acoustech to Sycamore Capital SPC. Sycamore Equity Fund is a segregated portfolio established under Syacamore Capital SPC. 

Save for the changes as mentioned above, there are no material amendments to the Subscription Agreement as varied by the Supplemental Agreements and all the terms and conditions under the Supplemental Agreements with take effect from the date thereof.

2. Subscription of the RCPS
In addition to the above, in view that the conditions precedent to the issue of the 1st sub-tranche of Tranche 1 of the RCPS pursuant to the Subscription Agreement has been fulfilled, on even date, the RCPS Subscriber has on 17 September 2020 agreed to subscribe for 40,000,000 RCPS amounting to a principal amount of RM4.0 million for the subscription of sub-tranche 1 to 8 of Tranche 1.

This announcement is dated 17 September 2020.