February 7, 2013

Company announcements: BKOON

BKOON - Circular/Notice to Shareholders

Announcement Type: PDF Submission
Company NameBOON KOON GROUP BERHAD  
Stock Name BKOON  
Date Announced7 Feb 2013  
CategoryPDF Submission
Reference NoCC-130125-54166

SubjectCIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PART A
• PROPOSED SHARE CAPITAL REDUCTION VIA THE CANCELLATION OF RM0.30 OF THE PAR VALUE OF EXISTING ORDINARY SHARES OF RM0.50 EACH IN BOON KOON GROUP BERHAD (“BKG” OR THE “COMPANY”) PURSUANT TO SECTION 64(1) OF THE COMPANIES ACT, 1965 (“PROPOSED CAPITAL REDUCTION”);

• PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 138,375,000 NEW ORDINARY SHARES OF RM0.20 EACH IN BKG (“RIGHTS SHARE”) TOGETHER WITH UP TO 138,375,000 FREE DETACHABLE WARRANTS (“WARRANTS”) ON THE BASIS OF ONE (1) RIGHTS SHARE TOGETHER WITH ONE (1) FREE WARRANT FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF RM0.20 EACH HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED RIGHTS ISSUE”);

• PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY TO FACILITATE THE PROPOSED CAPITAL REDUCTION (“PROPOSED AMENDMENTS”); AND

• PROPOSED EXEMPTION TO DATO’ GOH BOON KOON, GOH BOON LEONG AND PARTIES ACTING IN CONCERT (“PACS”) WITH THEM UNDER PARAGRAPH 16.1 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 ("CODE") FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES OF RM0.20 EACH AND WARRANTS NOT ALREADY HELD BY DATO’ GOH BOON KOON, GOH BOON LEONG AND THEIR PACS UPON THE COMPLETION OF THE PROPOSED RIGHTS ISSUE AS PRESCRIBED UNDER PART III OF THE CODE ("PROPOSED EXEMPTION").

PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF BKG IN RELATION TO THE PROPOSED EXEMPTION


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