CATCHA

0.190

+0.015 (+8.6%)

PRACTICE NOTE 16 / GUIDANCE NOTE 2 : REGULARISATION PLAN

CATCHA DIGITAL BERHAD

Type Announcement
Subject PRACTICE NOTE 16 / GUIDANCE NOTE 2
REGULARISATION PLAN
Description
CATCHA DIGITAL BERHAD (FORMERLY KNOWN AS REV ASIA BERHAD) ("CATCHA DIGITAL" OR "COMPANY")

PROPOSED REGULARISATION PLAN OF CATCHA DIGITAL COMPRISING:

(I)	PROPOSED ACQUISITION;
(II)	PROPOSED RIGHTS ISSUE; AND
(III)	PROPOSED EXEMPTION

(COLLECTIVELY, THE "PROPOSED REGULARISATION PLAN")

(Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the Company’s announcements in relation to the Proposed Regularisation Plan dated 1 September 2020; 23 December 2020; 12, 14 and 22 January 2021; 18 March 2021; 31 May 2021; 13 August 2021; 1 and 10 September 2021; 12 and 29 November 2021; 25 February 2022; and 30 March 2022 (“Announcements”)).

 

On behalf of the Board, TA Securities wishes to announce that Bursa Securities had considered all the facts and circumstances of the matter, including the representations of Catcha Digital and its Sponsor of, amongst others, the following:

 

(i) The revised proposed regularisation plan as announced on 10 September 2021 and 25 February 2022 (“Revised Proposed Regularisation Plan”);

 

(ii) The confirmation by the Company and Sponsor that it had completed the key internal control assessment on Catcha Digital and the risk management system assessment on iMedia Asia Sdn Bhd (“iMedia”) and its subsidiaries (“iMedia Group”) and compliance with the requirements pursuant to Guidance Note 18 of the ACE Market Listing Requirements of Bursa Securities (“ACE Market LR”) (“GN18”);

 

(iii) Subsequent to the rejection of the Company’s initial proposed regularisation plan, the Company had sought to obtain the business license for Goody Technologies Sdn Bhd (“Goody Technologies”) and the confirmation by the relevant authorities that Goody Technologies does not require a business license for its business at its current business premises;

 

(iv) The Company had undertaken a re-audit of the financial information of iMedia and its subsidiaries and had submitted the Accountants’ Report of iMedia Group for the financial years ended (“FYE”) 31 December 2018, 2019 and 2020 and the latest 6-months financial period ended 30 June 2021 together with the management’s discussion and analysis of the iMedia Group’s financial condition and results of operations;

 

(v) The latest financial performance of the iMedia Group for the FYE 31 December 2021; and

 

(vi) The confirmation from the Sponsor that the Revised Proposed Regularisation Plan complies with the ACE Market LR, in particular GN18.

 

Bursa Securities has decided as follows:

 

(1) to approve the Revised Proposed Regularisation Plan of Catcha Digital, comprising the following:

 

(i) proposed acquisition of the entire equity interest of iMedia by Catcha Digital from Catcha Investments Ltd and iCreative Asia Sdn Bhd with the following mode of settlement:

  • purchase consideration of RM10,000,000 which will be fully satisfied through the issuance of 40,000,000 new Catcha Digital Shares (“Shares”) at an issue price of RM0.25 per Share;
  • additional purchase consideration comprising of either:

- an additional RM6 million by way of issuance of 24,000,000 new Shares at an issue price of RM0.25 each, and RM9.0 million in cash, subject to iMedia Group achieving profit after taxation and minority interest (“PATMI”) of at least RM2.0 million for the FYE 31 December 2021; or

 

- an additional RM12 million by way of issuance of 48,000,000 new Shares at an issue price of RM0.25 each, and RM18.0 million in cash, subject to iMedia Group achieving PATMI of at least RM3.0 million for the FYE 31 December 2021; and

  • additional purchase consideration of RM3,922,500 arising from the additional acquisitions by iMedia after 1 September 2020, to be satisfied by way of issuance of 6,796,800 new Shares at an issue price of RM0.25 each, with the balance in cash or to be fully satisfied in cash, at the option of Catcha Digital

(“Proposed Acquisition”);

 

(ii) proposed renounceable rights issue of up to 174,640,020 Shares (“Rights Share(s)”), on the basis of one (1) Rights Share for every one (1) existing Share held on an entitlement date to be determined later (“Proposed Rights Issue”); and

 

(iii) proposed exemption under Paragraphs 4.08(1)(a) and 4.08(1)(b) of the Rules on Take-overs, Mergers and Compulsory Acquisitions, which must be read together with the Malaysian Code on Take-overs and Mergers 2016 for Patrick YKin Grove (“Patrick”) and the persons acting in concert with Patrick from the obligation to undertake a mandatory take-over offer to acquire the remaining Shares not already owned by them upon completion of the Proposed Acquisition and the Proposed Rights Issue respectively (“Proposed Exemption”).

 

(2) to reject the Waiver Application. In this regard, Catcha Digital, iMedia and TA Securities are to ensure full compliance with Rule 3.19(1) of the ACE Market LR and to submit the relevant undertaking letters pursuant to Rule 3.19 (1) of the ACE Market LR on an immediate basis;

 

Bursa Securities has also resolved to approve the listing of and quotation for:

 

(a) up to 94,796,800 Shares to be issued pursuant to the Proposed Acquisition; and

 

(b) up to 174,640,020 Rights Shares to be issued pursuant to the Proposed Rights Issue, on the ACE Market of Bursa Securities.

 

The above approval for the Revised Proposed Regularisation Plan is subject to the following conditions:

 

1. Catcha Digital and TA Securities to confirm all approvals of relevant authorities have been obtained for the implementation of the Revised Proposed Regularisation Plan and furnish a copy of all approval letters from the relevant authorities;

 

2. Catcha Digital and TA Securities to furnish Bursa Securities with a certified true copy of the resolution passed by the shareholders at the general meeting for the Revised Proposed Regularisation Plan;

 

3. Catcha Digital and TA Securities to ensure that all directors and proposed directors of iMedia who have not attended the Mandatory Accreditation Programme pursuant to Rule 15.08 and Guidance Note 10 of the of the ACE Market LR to do so prior to the completion of the Revised Proposed Regularisation Plan;

 

4. Catcha Digital and TA Securities to furnish Bursa Securities with a copy of the public shareholding spread pursuant to Appendix 8E of the ACE Market LR upon the completion of the Revised Proposed Regularisation Plan;

 

5. Catcha Digital, iMedia and TA Securities must fully comply with the relevant provisions under the ACE Market LR pertaining to the implementation of the Revised Proposed Regularisation Plan; and

 

6. Catcha Digital and TA Securities to inform Bursa Securities upon the completion of the Revised Proposed Regularisation Plan and furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval.

 

Catcha Digital, iMedia and TA Securities are required to ensure full compliance of all requirements as provided under the ACE Market LR at all times.

 

In the event the Company fails to implement its regularisation plan within the time frame or extended time frame stipulated by any of the regulatory authorities, Bursa Securities may suspend the trading of the listed securities of Catcha Digital on the 6th market day after the date of notification of suspension by Bursa Securities and may de-list the Company, subject to the Company’s right to appeal against the delisting.

 

 

This announcement is dated 5 April 2022.






Announcement Info

Company Name CATCHA DIGITAL BERHAD
Stock Name CATCHA
Date Announced 05 Apr 2022
Category General Announcement for PLC
Reference Number GA1-05042022-00088