SCH-WA - Notice of Book Closure

ADJUSTMENTS TO THE NUMBER AND EXERCISE PRICE OF OUTSTANDING WARRANTS 2016/2021 ("WARRANTS") ("ADJUSTMENTS"), AS A CONSEQUENCE OF THE CONSOLIDATION OF EVERY 3 EXISTING ORDINARY SHARES IN SCH GROUP BERHAD ("SCH" OR THE "COMPANY") ("SCH SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 12 MARCH 2021 INTO 1 SHARE ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION")
 

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 11 Mar 2021
2)  The last date of lodgment : 12 Mar 2021
 

Remarks 1 :

Participating Organisations are to take note of the following Share Consolidation exercise by SCH GROUP BERHAD - WARRANTS 2016/2021.

The Share Consolidation comprises the following:-

ADJUSTMENTS TO THE NUMBER AND EXERCISE PRICE OF OUTSTANDING WARRANTS 2016/2021 ("WARRANTS") ("ADJUSTMENTS"), AS A CONSEQUENCE OF THE CONSOLIDATION OF EVERY 3 EXISTING ORDINARY SHARES IN SCH GROUP BERHAD ("SCH" OR THE "COMPANY") ("SCH SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 12 MARCH 2021 INTO 1 SHARE ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION")

In relation to the warrants adjustment undertaken by SCH-WA as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a)  on or after the Ex-date on 11 March 2021, trading of SCH-WA shares will be based on the newly adjusted warrants arising from warrants adjustments,

(b) on the basis of settlement taking place after 12 Mar 2021 with adjusted SCH-WA shares, an entitled warrants holder who owns SCH-WA shares as at Ex-date may sell only up to the maximum SCH-WA shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 11 March 2021.

With the warrants adjustments pursuant to the Share Consolidation effected on SCH-WA shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled SCH-WA shareholder may use the following basis to estimate the maximum number of SCH-WA shares that he may sell from the Ex-date until the Book Closing Date which is from 11 March 2021 until 12 Mar 2021.

Number of SCH-WA shares​ that may be                                =              Number of shares held / 3

sold from 11 March 2021 until 12 March 2021.                       (All fractional shares computed should be disregarded)

Illustration:

For example, if Mr X owns or purchases 1000 SCH-WA shares on cum basis on 10 Mar 2021, his CDS account would still show 1000 SCH-WA shares until 12 Mar 2021. However, as a result of the above warrants adjustment, Mr X’s 1000 SCH-WA shares in his CDS account will be adjusted to 333 SCH-WA shares on the night of 12 Mar 2021 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 333 SCH-WA shares on or after the Ex-date i.e. from 11 March 2021 onwards

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 11 March 2021 until 12 Mar 2021, they are only entitled to sell the maximum of 1/3 of the shares owned before the Ex-date. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position.

Remarks 2 :
Pursuant to the Share Consolidation, the number and exercise price of outstanding Warrants which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll dated 14 November 2016.

The Warrants will be consolidated on the basis of every 3 Warrants held by the entitled holders of Warrants of the Company (whose names appear in the Record of Depositors at 5.00 p.m. on the Entitlement Date) into 1 Warrant ("Consolidated Warrants"). 

Fractional entitlements arising from the Adjustments, if any, shall be disregarded and dealt with in such manner as the Board of Directors of the Company in its sole and absolute discretion deems fit and expedient and in the best interests of the Company. 

Pursuant to the Adjustments, the existing number of Warrants will be adjusted into a maximum number of 68,613,103 Consolidated Warrants to be issued and allotted to the entitled holders. The actual number of Consolidated Warrants to be issued and allotted would depend on the number of outstanding Warrants which have yet to be exercised into new Shares as at the Entitlement Date.

Further, the existing exercise price of Warrants of RM0.10 each will be revised to RM0.30 each pursuant to the Adjustments.

The Consolidated Warrants will be listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 15 March 2021, being the next market day following the Entitlement Date.

The notices of allotment for the Consolidated Warrants will be despatched to the entitled holders not later than 4 market days after the date of listing and quotation of the Consolidated Warrants on Bursa Securities. The notice to the holders of Warrants (setting out the details of the Adjustments) will be despatched not later than 8 market days after the date of listing and quotation of the Consolidated Warrants on Bursa Securities.

The Share Consolidation will result in a reduction in the number of Warrants available in the market and the trading price of the Warrants will be adjusted accordingly in proportion to the basis of the Share Consolidation. The holders of Warrants are strongly advised to trade cautiously to prevent overselling of their position in respect of the Warrants held.