AGES-PA - Notice of Book Closure

ADJUSTMENTS TO THE CONVERSION PRICE OF IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES IN AGESON BERHAD ("AGESON" OR "COMPANY") ("ICPS"), CASH PAYMENT FOR CONVERSION OF ICPS AND NUMBER OF OUTSTANDING ICPS PURSUANT TO THE CONSOLIDATION OF EVERY 15 EXISTING ORDINARY SHARES IN AGESON ("SHARE") HELD AS AT 5.00 P.M. ON 12 APRIL 2022 ("ENTITLEMENT DATE") INTO 1 SHARE ("SHARE CONSOLIDATION")
 

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 11 Apr 2022
2)  The last date of lodgment : 12 Apr 2022

Remarks 1:

Participating Organisations are to take note of the following Share Consolidation exercise by AGESON BERHAD - ICPS 2020/2030.

The Share Consolidation comprises the following:-

ADJUSTMENTS TO THE CONVERSION PRICE OF IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES IN AGESON BERHAD ("AGESON" OR "COMPANY") ("ICPS"), CASH PAYMENT FOR CONVERSION OF ICPS AND NUMBER OF OUTSTANDING ICPS PURSUANT TO THE CONSOLIDATION OF EVERY 15 EXISTING ORDINARY SHARES IN AGESON ("SHARE") HELD AS AT 5.00 P.M. ON 12 APRIL 2022 ("ENTITLEMENT DATE") INTO 1 SHARE ("SHARE CONSOLIDATION")

In relation to the ICPS adjustment undertaken by AGESON-PA as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

a) on or after the Ex-date on 11 April 2022, trading of AGESON-PA shares will be based on the newly adjusted ICPS arising from ICPS adjustments,

b) on the basis of settlement taking place after 12 April 2022 with adjusted AGESON-PA shares, an entitled ICPS holder who owns AGESON-PA shares as at Ex-date may sell only up to the maximum AGESON-PA shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 11 April 2022.

With the ICPS adjustments pursuant to the Share Consolidation effected on AGESON-PA shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled AGESON-PA shareholder may use the following basis to estimate the maximum number of AGESON-PA shares that he may sell from the Ex-date until the Book Closing Date which is from 11 April 2022 until 12 April 2022.

Number of AGESON-PA shares that may be sold             =           Number of shares held / 15

from 11 April 2022 until 12 April 2022                                             (All fractional shares computed should be disregarded)

Illustration:

For example, if Mr X owns or purchases 1500 AGESON-PA shares on cum basis on 8 April 2022, his CDS account would still show 1500 AGESON-PA shares until 12 April 2022. However, as a result of the above ICPS adjustment, Mr X’s 1500 AGESON-PA shares in his CDS account will be adjusted to 100 AGESON-PA shares on the night of 12 April 2022 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 AGESON-PA shares on or after the Ex-date i.e. from 11 April 2022 onwards

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 11 April 2022 until 12 April 2022, they are only entitled to sell the maximum of 1/15 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:

The conversion price of the ICPS, cash payment for conversion of the ICPS and number of outstanding ICPS (which are not converted into new Shares prior to the Entitlement Date) shall be adjusted pursuant to the Share Consolidation and in accordance with the provisions of the Company's Constitution ("Adjustments").

The outstanding ICPS will be consolidated on the basis of every 15 ICPS held by the entitled holders of ICPS of the Company (whose names appear in the Record of Depositors of the Company at 5.00 p.m. on the Entitlement Date) ("Entitled ICPS Holders") into 1 ICPS ("Consolidated ICPS"). Fractional entitlements for the Consolidated ICPS arising from the Adjustments, if any, shall be disregarded and dealt with by the Board of Directors of the Company in such manner at its absolute discretion as it may deem fit or expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of ICPS of 3,814,226,509 ICPS will be adjusted into a maximum number of 254,281,767 Consolidated ICPS. The actual number of Consolidated ICPS would depend on the number of outstanding ICPS which are not converted into new Shares prior to the Entitlement Date.

Further, pursuant to the Adjustments, the conversion price of ICPS and cash payment for conversion of ICPS will be adjusted to as follows:

(a) existing conversion price of ICPS of RM0.13 each will be revised to RM1.95 each; and

(b) existing cash payment for conversion of ICPS (based on the conversion mode of surrendering 1 ICPS with additional cash payment for 1 new Share) of RM0.12 each will be revised to RM1.80 each.

The Consolidated ICPS will be listed and quoted on the Main Market of Bursa Malaysia Securities Berhad on 13 April 2022 ("Listing Date"), being the next market day following the Entitlement Date.

The notice of allotment of the Consolidated ICPS will be issued and despatched to the Entitled ICPS Holders at the addresses set out in the Record of Depositors of the Company as at the Entitlement Date within 4 market days after the Listing Date.

The notice setting out the details of the Adjustments will be issued and despatched to the Entitled ICPS Holders in due course.

The Share Consolidation will result in a reduction in the number of ICPS available in the market and the trading price of ICPS will be adjusted accordingly in proportion to the basis of the Share Consolidation.

Holders of ICPS who wish to be entitled to the Share Consolidation as the Company's shareholders shall exercise their rights to subscribe for new Shares by lodging their duly completed conversion forms together with the relevant subscription monies with the Share Registrar of AGESON (at the address stated above) on or before 5.00 p.m. on Thursday, 31 March 2022 such that their names will appear in the Record of Depositors of the Company at 5.00 p.m. on the Entitlement Date.