EDUSPEC-WB - Notice of Book Closure

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2019 / 2024 OF EDUSPEC HOLDINGS BERHAD ("EDUSPEC" OR THE "COMPANY") ("WARRANTS B") IN ACCORDANCE WITH THE PROVISIONS OF THE DEED POLL DATED 6 SEPTEMBER 2019 CONSTITUTING THE WARRANTS B ("DEED POLL B") PURSUANT TO THE CONSOLIDATION OF EVERY 20 EXISTING ORDINARY SHARES IN EDUSPEC ("EDUSPEC SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 24 MARCH 2023 ("ENTITLEMENT DATE") INTO 1 EDUSPEC SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")
 

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 23 Mar 2023
2)  The last date of lodgment : 24 Mar 2023

Remarks 1 :

Participating Organisations are to take note of the following Share Consolidation exercise by EDUSPEC HOLDINGS BERHAD - WARRANTS B 2019/2024.

The Share Consolidation comprises the following: -

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2019/2024 OF EDUSPEC HOLDINGS BERHAD ("EDUSPEC" OR THE "COMPANY") ("WARRANTS B") IN ACCORDANCE WITH THE PROVISIONS OF THE DEED POLL DATED 6 SEPTEMBER 2019 CONSTITUTING THE WARRANTS B ("DEED POLL B") PURSUANT TO THE CONSOLIDATION OF EVERY 20 EXISTING ORDINARY SHARES IN EDUSPEC ("EDUSPEC SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 24 MARCH 2023 ("ENTITLEMENT DATE") INTO 1 EDUSPEC SHARE ("CONSOLIDATED SHARE") ("SHARE CONSOLIDATION") ("ADJUSTMENTS")

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

(a) on or after the Ex-date on 23 March 2023, trading of EDUSPEC-WB shares will be based on the newly adjusted warrants arising from warrants adjustments,

(b) on the basis of settlement taking place after 24 March 2023 with adjusted EDUSPEC-WB shares, an entitled warrants holder who owns EDUSPEC-WB shares as at Ex-date may sell only up to the maximum EDUSPEC-WB shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 23 March 2023.

With the warrants adjustments pursuant to the Share Consolidation effected on EDUSPEC-WB shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled EDUSPEC-WB shareholder may use the following basis to estimate the maximum number of EDUSPEC-WB shares that he may sell from the Ex-date until the Book Closing Date which is from 23 March 2023 until 24 March 2023.

Illustration:

For example, if Mr X owns or purchases 2000 EDUSPEC-WB shares on cum basis on 22 March 2023, his CDS account would still show 2000 EDUSPEC-WB shares until 24 March 2023. However, as a result of the above warrants adjustment, Mr X’s 2000 EDUSPEC-WB shares in his CDS account will be adjusted to 100 EDUSPEC-WB shares on the night of 24 March 2023 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 EDUSPEC-WB shares on or after the Ex-date i.e. from 23 March 2023 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 23 March 2023 until 24 March 2023, they are only entitled to sell the maximum of 1/20 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 number of outstanding Warrants B which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll B.

The Warrants B will be consolidated on the basis of every 20 Warrants B held by the entitled holders of Warrants B (whose names appear in the Record of Depositors for the Warrants B at 5.00 p.m. on the Entitlement Date) into 1 Warrant B ("Consolidated Warrant B").

Fractional entitlements arising from the Adjustments, if any, shall be disregarded and/or 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 interests of the Company.

Pursuant to the Adjustments, the existing number of 275,453,358 Warrants B will be adjusted into a maximum number of 13,772,667 Consolidated Warrants B. The actual number of Consolidated Warrants B to be issued and allotted would depend on the number of outstanding Warrants B which have yet to be exercised into new Shares as at the Entitlement Date.

Further, the existing exercise price of Warrants B of RM0.10 each will be revised to RM2.00 each pursuant to the Adjustments.

The Consolidated Warrants B will be listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 27 March 2023, being the next market day following the Entitlement Date.

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

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