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SILK HOLDINGS BERHAD (formerly known as Sunway Infrastructure Berhad) (“SHB”) PROPOSED REGULARISATION SCHEME


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

ContentsWe refer to the announcements dated 24 November 2008, 12 December 2008, 2 March 2009, 13 March 2009, 30 March 2009 and 31 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 the Securities Commission (“SC”) had, vide its letter dated 30 March 2009 which was received on 31 March 2009 approved the Proposed Regularisation Scheme under Section 212(5) of the Capital Market and Services Act 2007, as follows:


(i) Renounceable rights issue of up to RM10.0 million nominal value 3% Redeemable Convertible Unsecured Loan Stocks-A (“RCULS-A”) of RM1.00 each on the basis of 1 RCULS-A for every 18 existing ordinary shares of RM0.50 each in SHB (“Proposed Rights Issue”);

(ii) 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 share of RM0.50 each (“Proposed Par Value Reduction”);

(iii) Acquisition of 4,706,000 ordinary shares of RM1.00 each representing the entire equity interest in AQL Aman Sdn Bhd for a purchase consideration of RM87.5 million to be satisfied by the issuance of:

(a) 175 million new SHB shares of RM0.25 each; and

(b) RM43.75 million nominal value 3% Redeemable Convertible Unsecured Loan Stocks-B (“RCULS-B”) of RM1.00 each.

In addition, SHB will assume the liabilities owing by Jasa Merin Employee Trust to Jasa Merin (Malaysia) Sdn Bhd amounting to RM6,530,500.

(Hereinafter referred to as the “Proposed Acquisition”)

(iv) Issuance of up to RM7,023,661 nominal value 3% Redeemable Convertible Unsecured Loan Stocks-CR (“RCULS-CR”) of RM1.00 each to satisfy the coupon rate of the RCULS-B and RCULS-CR; and

(v) Listing and quotation of the RCULS-A, the consideration shares arising from the Proposed Acquisition and all the new ordinary shares in SHB arising from the conversion of the RCULS-A, RCULS-B and RCULS-CR on the Main Board of Bursa Malaysia Securities Berhad.

The above approval is subject to the following conditions:

(i) Affin Investment / SHB to disclose the following information in the circular to shareholders to be issued pursuant to the Proposed Regularisation Scheme:

(a) The impact of the fluctuations in oil price on the operations of Jasa Merin (Malaysia) Sdn Bhd; and

(b) The potential conflict of interest situations with regards to the roles of Affin Investment, Affin Bank Berhad, Johan Zainuddin bin Dzulkifli and Datuk Razman Md Hashim bin Che Din Md Hashim in relation to the Proposed Regularisation Scheme;

(ii) Affin Investment / SHB to fully comply with the relevant requirements under the Guidelines on the Offering of Equity and Equity-linked Securities pertaining to the implementation of the Proposed Regularisation Scheme; and

(iii) Affin Investment / SHB to inform the SC upon the completion of the Proposed Regularisation Scheme.

The SC had also stated that it has no objection on SHB’s application for the Proposed Acquisition under the Foreign Investment Committee’s Guidelines on Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests.

This announcement is dated 1 April 2009.

Announcement Info

Stock Name SILKHLD    
Date Announced1 Apr 2009  
CategoryGeneral Announcement
Reference NoMI-090401-63210

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