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SILK HOLDINGS BERHAD (formerly known as Sunway Infrastructure Berhad) (“SHB”) PROPOSED REGULARISATION SCHEME COMPRISING: I. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM10.0 MILLION NOMINAL VALUE 3.00% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“RCULS-A”) AT 100% OF ITS NOMINAL VALUE OF RM1.00 EACH ON THE BASIS OF ONE (1) RCULS-A FOR EVERY EIGHTEEN (18) EXISTING ORDINARY SHARES OF RM0.50 EACH IN SHB (“SHB SHARES”) HELD PRIOR TO THE PROPOSED PAR VALUE REDUCTION TO BE UNDERTAKEN BASED ON A MINIMUM SUBSCRIPTION LEVEL (“PROPOSED RIGHTS ISSUE”); II. PROPOSED REDUCTION IN THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF SHB VIA THE CANCELLATION OF RM0.25 OF THE PAR VALUE OF EACH EXISTING SHB SHARES (“PROPOSED PAR VALUE REDUCTION”); AND III. PROPOSED ACQUISITION OF 4,706,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING THE ENTIRE EQUITY INTEREST IN AQL AMAN SDN BHD (“AQL”) FOR A PURCHASE CONSIDERATION OF RM87.5 MILLION TO BE SATISFIED BY THE ISSUANCE OF 175 MILLION NEW ORDINARY SHARES OF RM0.25 EACH IN SHB AFTER THE PROPOSED PAR VALUE REDUCTION AND RM43.75 MILLION NOMINAL VALUE 3.00% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS-B OF RM1.00 EACH AND IN ADDITION, THE ASSUMPTION OF LIABILITIES OWING BY JASA MERIN EMPLOYEE TRUST TO JASA MERIN (MALAYSIA) SDN BHD, A 70% SUBSIDIARY OF AQL AMOUNTING TO RM6,530,500 (“PROPOSED ACQUISITION”).

SILK HOLDINGS BERHAD

TypeAnnouncement
SubjectSILK HOLDINGS BERHAD (formerly known as Sunway Infrastructure Berhad) (“SHB”)

PROPOSED REGULARISATION SCHEME COMPRISING:

I. PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM10.0 MILLION NOMINAL VALUE 3.00% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“RCULS-A”) AT 100% OF ITS NOMINAL VALUE OF RM1.00 EACH ON THE BASIS OF ONE (1) RCULS-A FOR EVERY EIGHTEEN (18) EXISTING ORDINARY SHARES OF RM0.50 EACH IN SHB (“SHB SHARES”) HELD PRIOR TO THE PROPOSED PAR VALUE REDUCTION TO BE UNDERTAKEN BASED ON A MINIMUM SUBSCRIPTION LEVEL (“PROPOSED RIGHTS ISSUE”);

II. PROPOSED REDUCTION IN THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF SHB VIA THE CANCELLATION OF RM0.25 OF THE PAR VALUE OF EACH EXISTING SHB SHARES (“PROPOSED PAR VALUE REDUCTION”); AND

III. PROPOSED ACQUISITION OF 4,706,000 ORDINARY SHARES OF RM1.00 EACH REPRESENTING THE ENTIRE EQUITY INTEREST IN AQL AMAN SDN BHD (“AQL”) FOR A PURCHASE CONSIDERATION OF RM87.5 MILLION TO BE SATISFIED BY THE ISSUANCE OF 175 MILLION NEW ORDINARY SHARES OF RM0.25 EACH IN SHB AFTER THE PROPOSED PAR VALUE REDUCTION AND RM43.75 MILLION NOMINAL VALUE 3.00% REDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS-B OF RM1.00 EACH AND IN ADDITION, THE ASSUMPTION OF LIABILITIES OWING BY JASA MERIN EMPLOYEE TRUST TO JASA MERIN (MALAYSIA) SDN BHD, A 70% SUBSIDIARY OF AQL AMOUNTING TO RM6,530,500 (“PROPOSED ACQUISITION”).
ContentsWe refer to the announcements dated 24 November 2008, 12 December 2008, 2 March 2009, 13 March 2009 and 30 March 2009 in relation to the Proposed Regularisation Scheme of SHB.

On behalf of the Board of Directors of SHB, AFFIN Investment Bank Berhad (“Affin Investment”) wishes to announce that:

(1) the Securities Commission (“SC”) had, vide its letter dated 30 March 2009 approved the application for the proposed exemption to SHB in relation to the mandatory offer obligation for the remaining equity interest in Jasa Merin (Malaysia) Sdn Bhd not already owned by SHB via AQL pursuant to the Proposed Acquisition under Practice Note 2.9.6 of the Malaysian Code on Take-Overs and Mergers, 1998; and

(2) the SC had, vide its letter dated 27 March 2009 which was received on 30 March 2009, approved the issuance of the RCULS-A, RCULS-B and RCULS (CR) (“RCULS”) under Section 212(5) of the Capital Market and Services Act 2007 subject to the following conditions:

(a) Affin Investment and SHB to obtain the SC’s prior approval should there be any changes to the principal terms and conditions prior to the issuance of the RCULS;

(b) Affin Investment to submit the following information and documents to the SC prior to the issue date of the RCULS:

(i) the issue date of the RCULS
(ii) certified true copies of the executed trust deeds for the RCULS; and
(iii) soft copy in “PDF” format of the following information and documents:

- the issue date of the RCULS;
- the trust deeds for the RCULS;
- the principal terms and conditions for the RCULS; and

(c) SHB shall obtain all necessary approvals from all relevant parties in relation to the proposed RCULS issue and Affin Investment is to submit a written confirmation on the same to the SC prior to the issue date of the RCULS.

This announcement is dated 31 March 2009.




















Announcement Info

Company NameSILK HOLDINGS BERHAD  
Stock Name SILKHLD    
Date Announced31 Mar 2009  
CategoryGeneral Announcement
Reference NoMI-090331-64406


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