(Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcements dated 6 February 2015 and 16 February 2015 in relation to the Proposals)
We refer to the announcements dated 6 February 2015, 16 February 2015 and 25 March 2015 in relation to the Proposals.
On behalf of the Board, Maybank IB wishes to announce that Bursa Securities had, vide its letter dated 6 May 2015, approve the following:
(i) admission to the Official List of the Main Market of Bursa Securities and listing of and quotation for 266,666,666 Consideration Warrants to be issued pursuant to the Proposed Acquisition;
(ii) admission to the Official List of the Main Market of Bursa Securities and listing of and quotation for 599,760,718 Bonus Warrants to be issued pursuant to the Proposed Bonus Issue of Warrants;
(iii) listing of and quotation for 533,333,333 new TMC Shares to be issued pursuant to the Proposed Acquisition;
(iv) listing of and quotation for such number of additional new TMC Shares, representing up to fifteen percent (15%) of the issued and paid-up share capital (excluding treasury shares) of TMC to be issued upon the exercise of options pursuant to the Proposed ESOS;
(v) listing of and quotation for up to 266,666,666 new Shares to be issued upon exercise of the Consideration Warrants; and
(vi) listing of and quotation for up to 599,760,718 new Shares to be issued upon exercise of the Bonus Warrants.
The approval granted by Bursa Securities for the Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESOS are subject to the following conditions:
(i) TMC and Maybank IB must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESOS;
(ii) TMC and Maybank IB to inform Bursa Securities upon the completion of the Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESOS;
(iii) TMC must comply with the public shareholding spread requirements pursuant to Paragraph 8.02 of the Listing Requirements upon listing and quotation of the Consideration Shares issued pursuant to the Proposed Acquisition;
(iv) TMC and its adviser to furnish Bursa Securities prior to the listing and quotation of the Consideration Shares, the confirmation from the adviser that TMC complies with the public shareholding spread requirement pursuant to Paragraph 8.02(1) of the Listing Requirements and a certificate of distribution of the shares in the format contained in Part B(1)(d) of Annexure PN21-A of the Listing Requirements;
(v) TMC to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESOS are completed;
(vi) Maybank IB is required to submit a confirmation to Bursa Securities of full compliance of the Proposed ESOS pursuant to Paragraph 6.43(1) of the Listing Requirements and stating the effective date of implementation;
(vii) TMC is required to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of the Bonus Warrants and exercise of options, as at the end of each quarter together with a detailed computation of listing fees payable; and
(viii) TMC to furnish Bursa Securities with a certified true copy of the resolutions passed by the shareholders in a general meeting approving the Proposed Acquisition, Proposed Bonus Issue of Warrants and Proposed ESOS.
This Announcement is dated 6 May 2015.
