MERIDIAN-WC - Notice of Book Closure

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2014/2024 IN MERIDIAN ("WARRANTS C") AS CONSTITUTED BY THE DEED POLL DATED 7 AUGUST 2014 ("DEED POLL C"), PURSUANT TO THE SHARE CONSOLIDATION OF EVERY 4 EXISTING ORDINARY SHARES IN MERIDIAN ("MERIDIAN SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 21 FEBRUARY 2023 ("SHARE CONSOLIDATION ENTITLEMENT DATE") INTO 1 CONSOLIDATED MERIDIAN SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION")
 

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 20 Feb 2023
2)  The last date of lodgment : 21 Feb 2023
 

Remarks 1:

Participating Organisations are to take note of the following Share Consolidation exercise by MERIDIAN BERHAD – WARRANTS 2014/2024.

The Share Consolidation comprises the following: -

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2014/2024 IN MERIDIAN ("WARRANTS C") AS CONSTITUTED BY THE DEED POLL DATED 7 AUGUST 2014 ("DEED POLL C"), PURSUANT TO THE SHARE CONSOLIDATION OF EVERY 4 EXISTING ORDINARY SHARES IN MERIDIAN ("MERIDIAN SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 21 FEBRUARY 2023 ("SHARE CONSOLIDATION ENTITLEMENT DATE") INTO 1 CONSOLIDATED MERIDIAN SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION")

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

(a) on or after the Ex-date on 20 Feb 2023, trading of MERIDIAN-WC shares will be based on the newly adjusted warrants arising from warrants adjustments,

(b) on the basis of settlement taking place after 21 Feb 2023 with adjusted MERIDIAN-WC shares, an entitled warrants holder who owns MERIDIAN-WC shares as at Ex-date may sell only up to the maximum MERIDIAN-WC shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 20 Feb 2023.

With the warrants adjustments pursuant to the Share Consolidation effected on MERIDIAN-WC shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled MERIDIAN-WC shareholder may use the following basis to estimate the maximum number of MERIDIAN-WC shares that he may sell from the Ex-date until the Book Closing Date which is from 20 Feb 2023 until 21 Feb 2023.

Illustration:

For example, if Mr X owns or purchases 1000 MERIDIAN-WC shares on cum basis on 17 Feb 2023, his CDS account would still show 1000 MERIDIAN-WC shares until 21 Feb 2023. However, as a result of the above warrants adjustment, Mr X’s 1000 MERIDIAN-WC shares in his CDS account will be adjusted to 250 MERIDIAN-WC shares on the night of 21 Feb 2023 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 250 MERIDIAN-WC shares on or after the Ex-date i.e. from 20 Feb 2023 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 20 Feb 2023 until 21 Feb 2023, they are only entitled to sell the maximum of 1/4 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 exercise price and the number of outstanding Warrants C which are not exercised prior to the Share Consolidation Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll C ("Adjustments").

The outstanding Warrants C will be consolidated on the basis of every 4 Warrants C held by the entitled Warrant C holders, whose names appear in the Record of Depositors at 5.00 p.m. on the Share Consolidation Entitlement Date ("Entitled Warrant C Holders") into 1 consolidated Warrant C ("Consolidated Warrant C").

Fractional entitlements arising from the Adjustments, if any, will be disregarded, and/or dealt with by the Board of Directors of Meridian, in such manner as it may in its absolute discretion deem fit or expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of 48,421,408 Warrants C will be adjusted into a maximum number of 12,105,352 Consolidated Warrants C. The actual number of Consolidated Warrants C to be issued and allotted would depend on the number of outstanding Warrants C which have yet to be exercised into new Meridian Shares as at the Share Consolidation Entitlement Date.

Further, the existing exercise price of Warrants C of RM0.80 each will be revised to RM3.20 each pursuant to the Adjustments.

The Consolidated Warrants C will be listed and quoted on the Main Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 22 February 2023, being the next market day following the Share Consolidation Entitlement Date.

The notice of allotment for the Consolidated Warrants C will be despatched to the Entitled Warrant C Holders not later than 4 market days after the date of listing of and quotation of the Consolidated Warrants C on Bursa Securities. The notice to the Entitled Warrant C Holders (setting out the details of the Adjustments) will be despatched to the Entitled Warrant C Holders in due course.

The Share Consolidation will result in a reduction in the number of Warrants C available in the market and the trading price of the Warrants C will be adjusted accordingly in proportion to the basis of the Share Consolidation. Please refer to Section 3.1 of the Meridians Circular dated 30 November 2022 for details on the adjustments to the number of Warrants C and trading price of Warrants C.