THIS NOTICE IS FOR THE INFORMATION OF THE HOLDERS OF WARRANTS 2013/2018 OF INARI AMERTRON BERHAD ONLY. NO ACTION IS REQUIRED TO BE TAKEN BY YOU.
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1 THIS NOTICE IS FOR THE INFORMATION OF THE HOLDERS OF WARRANTS 2013/2018 OF INARI AMERTRON BERHAD ONLY. NO ACTION IS REQUIRED TO BE TAKEN BY YOU. If you have sold/transferred all your Warrants 2013/2018, you should at once hand this Notice to the agent through whom the sale/transfer was effected for onward transmission to the purchaser/transferee. Bursa Malaysia Securities Berhad ( Bursa Securities ) has not perused through the contents of this Notice prior to its issuance, takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. Inari Amertron Berhad INARI AMERTRON BERHAD (Company No.: U) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE TO HOLDERS OF WARRANTS 2013/2018 IN RELATION TO THE ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2013/2018 PURSUANT TO THE BONUS ISSUE Prepared by M& A M&A SECURITIES SDN BHD (15017-H) (A Wholly-Owned Subsidiary of Insas Berhad) (A Participating Organisation of Bursa Malaysia Securities Berhad) This Notice is dated 7 January 2016
2 DEFINITIONS Unless where the context otherwise requires, the following definitions shall apply throughout this Notice and the accompanying appendix: Act : Companies Act, 1965 of Malaysia, as amended from time to time and any re-enactment thereof Adviser : An adviser carrying on business in Malaysia pursuant to the Main Market Listing Requirements of Bursa Securities and approved by our Directors for the purpose of the Deed Poll Auditors : Messrs SJ Grant Thornton, the auditors of our Company Board : Board of Directors of Inari Bonus Issue : Bonus issue of up to 206,126,317 Bonus Shares to be credited as fully paid-up, on the basis of one (1) Bonus Share for every four (4) existing Inari Shares held on the Entitlement Date Bonus Shares : Up to 206,126,317 new Inari Shares to be issued pursuant to the Bonus Issue Bursa Depository : Bursa Malaysia Depository Sdn Bhd Bursa Securities : Bursa Malaysia Securities Berhad Deed Poll : The deed poll dated 25 April 2013 governing the Warrants 2013/2018 Entitlement Date : At 5.00 p.m. on 6 January 2016, being the time and date which the Entitled Shareholder(s) must be registered in the Record of Depositors with Bursa Depository in order to be entitled to participate in the Bonus Issue Inari Group or the Group : Inari and its subsidiaries, collectively Inari Shares or Shares : Ordinary share(s) of RM0.10 each in Inari Inari or the Company : Inari Amertron Berhad M&A Securities : M&A Securities Sdn Bhd Market Day : A day on which the stock market of Bursa Securities is open for trading in securities Notice : This notice to holders of Warrants 2013/2018 dated 7 January 2016 Outstanding 2013/2018 Warrants : The Warrants 2013/2018 which remain outstanding as at the Entitlement Date RM and sen : Ringgit Malaysia and sen respectively Warrants 2013/2018 : The warrants of Inari which are expiring on 4 June 2018 and issued pursuant to the Deed Poll Warrants 2015/2020 : The warrants of Inari which are expiring on 17 February 2020 i
3 DEFINITIONS (CONT D) Warrant Adjustments : The warrant adjustments arising from the adjustments pursuant to the Bonus Issue are for the following: (i) The adjustment to the exercise price of the Warrants 2013/2018 from RM0.33 to RM0.264 (ii) The issuance of 595,867 additional Warrants 2013/2018 to holders of Warrants 2013/2018 All references to our Company in this Notice are to Inari. All references to we, us, our and ourselves are to our Company or where the context requires, our Company and our subsidiaries. All references to you in this Notice are to the holders of Warrants 2013/2018. Words incorporating the singular shall, where applicable, include the plural and vice versa and words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include a corporation, unless otherwise specified. Any reference in this Notice to any enactment is a reference to that enactment as for the time being amended or reenacted. Any reference to a time of day in this Notice shall be a reference to Malaysian time, unless otherwise specified. ii
4 TABLE OF CONTENTS LETTER TO THE HOLDERS OF WARRANTS 2013/2018 CONTAINING: Page 1. INTRODUCTION 1 2 RATIONALE FOR THE WARRANT ADJUSTMENTS 2 3. THE WARRANT ADJUSTMENTS 2 4. EFFECTIVE DATE OF THE WARRANT ADJUSTMENTS 4 5. CONSENTS 4 6. DOCUMENTS FOR INSPECTION 4 7. DIRECTORS RESPONSIBILITY STATEMENT 4 APPENDIX I CERTIFICATE FROM AUDITORS PURSUANT TO THE WARRANT ADJUSTMENTS 5 The rest of this page has been intentionally left blank iii
5 Inari Amerlron B e r h a d INARI AMERTRON BERHAD (Company No.: U) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office: No. 45-5, The Boulevard Mid Valley City Lingkaran Syed Putra Kuala Lumpur 7 January 2016 Board of Directors Y.A.M. Tengku Puteri Seri Kemala Pahang Tengku Hajjah Aishah bte Sultan Haji Ahmad Shah, DK(II), SIMP (Independent Non-Executive Chairman) Dato Sri Thong Kok Khee (Non-Independent Non-Executive Director) Dato Dr Tan Seng Chuan (Executive Vice Chairman) Lau Kean Cheong (Executive Director and Chief Executive Officer) Dato Wong Gian Kui (Executive Director) Ho Phon Guan (Executive Director) Mai Mang Lee (Executive Director) Oh Seong Lye (Independent Non-Executive Director) Foo Kok Siew (Independent Non-Executive Director) Thong Mei Chuen (Alternate Director to Dato Sri Thong Kok Khee) Dear Sir / Madam, ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2013/2018 PURSUANT TO THE BONUS ISSUE 1. INTRODUCTION On 12 November 2015, M&A Securities had on behalf of our Board announced that our Company had proposed to undertake the Bonus Issue. Subsequently, on 24 November 2015, M&A Securities had announced that Bursa Securities had vide its letter dated 23 November 2015, resolved to approve for the listing of and quotation for the following: (i) up to 206,126,317 Bonus Shares to be issued pursuant to the Bonus Issue; (ii) up to 972,888 additional Warrants 2013/2018 arising from the adjustments pursuant to the Bonus Issue; (iii) up to 18,968,010 additional Warrants 2015/2020 arising from the adjustments 1
6 pursuant to the Bonus Issue; (iv) up to 972,888 new Inari Shares arising from exercise of the additional Warrants 2013/2018; and (v) up to 18,968,010 new Inari Shares arising from exercise of the additional Warrants 2015/2020. Subsequently, on 16 December 2015, the shareholders of Inari had approved the Bonus Issue at an extraordinary general meeting. On 6 January 2016, M&A Securities had on behalf of our Board announced the following: (a) (b) that the exercise price of Warrants 2013/2018 will be revised from RM0.33 to RM0.264 resulting from the implementation of the Bonus Issue effective 7 January 2016; and 595,867 Warrants 2013/2018 shall be listed and quoted on the Main Market of Bursa Securities at 9.00 a.m. on 7 January The Warrant Adjustments are detailed in Section 3 of this Notice. THE PURPOSE OF THIS NOTICE IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION ON THE WARRANT ADJUSTMENTS. THIS NOTICE ALSO SETS OUT BRIEF PARTICULARS OF THE EVENTS GIVING RISE TO THE WARRANT ADJUSTMENTS. NO ACTION IS REQUIRED TO BE TAKEN BY YOU. 2. RATIONALE FOR THE WARRANT ADJUSTMENTS The Warrant Adjustments have been undertaken to reflect the consequential revisions in the exercise price of outstanding Warrants 2013/2018 and the total number of outstanding Warrants 2013/2018 after the implementation of the Bonus Issue. Accordingly, our Board has resolved to effect the Warrant Adjustments as detailed in Section 3 of this Notice. 3. THE WARRANT ADJUSTMENTS 3.1 The following formula for the Warrant Adjustments has been adopted by our Board, based on the consultation with M&A Securities, our Adviser and the warrant certificate issued by Messrs SJ Grant Thornton, our Auditors, dated 7 January 2016: (A) Revised exercise price of Warrants 2013/2018: Revised exercise price of Warrants 2013/2018 2
7 (B) Number of additional Warrants 2013/2018 to be issued: Number of additional Warrants 2013/2018 ( ) Conclusion: The exercise price of Warrants 2013/2018 is revised to RM0.264 and an additional of up to 595,996 Warrants 2013/2018 will be issued pursuant to the calculations above. Where: Notwithstanding the above, as the fractional Warrants 2013/2018 have been disregarded, the number of additional Warrants 2013/2018 issued is 595,867. A : 757,447,501, the aggregate number of issued and fully paid up Shares on the Record Date immediately before such capitalisation issue B : 189,361,875, the aggregate number of Shares to be issued pursuant to any allotment to Shareholders credited as fully paid up by way of capitalisation of profits or reserves (including share premium account and capital redemption reserve fund) C : RM0.33, the existing exercise price D : 2,383,986, the existing number of Warrants 2013/2018 held as at 6 January 2016 The definitions used in this formula are consistent with the definitions set out in the deed poll dated 25 April 2013 governing the Warrants 2013/2018. Our Auditors, Messrs SJ Grant Thornton, has examined the Warrant Adjustments and a copy of their certificate dated 7 January 2016 is set out in Appendix I of this Notice. 3.2 The summary of the exercise price and number of outstanding Warrants 2013/2018 before and after the Warrant Adjustments are as follows: Before Warrant Adjustments (as at the Entitlement Date) After Warrant Adjustments Exercise price RM0.33 RM0.264 Total number of Outstanding Warrants 2013/2018 2,383,986 2,979,853 The exercise price of the Warrants 2013/2018 is revised to RM0.264 effective 7 January The total number of outstanding Warrants 2013/2018 shall be adjusted from 2,383,986 Warrants 2013/2018 to 2,979,853 Warrants 2013/
8 4. EFFECTIVE DATE OF THE WARRANT ADJUSTMENTS The additional Warrants 2013/2018 to be listed and revised exercise price of the Warrants 2013/2018 shall take effect from 9.00 a.m. on 7 January 2016, concurrent with the listing of Bonus Shares on the Main Market of Bursa Securities. 5. CONSENTS M&A Securities has given and has not subsequently withdrawn its written consent to the inclusion in this Notice of its name and all references thereon in the form and context in which they appear. Messrs SJ Grant Thornton has given and has not subsequently withdrawn its written consent to the inclusion in this Notice of its name and certificate, and all reference thereon in the form and context in which they appear. 6. DOCUMENTS FOR INSPECTION The following documents are available for inspection at our Registered Office at No. 45-5, The Boulevard, Mid Valley City, Lingkaran Syed Putra, Kuala Lumpur, during normal business hours from the date of this Notice up to and including the earlier of the date on which the last Warrants 2013/2018 is exercised or 4 June 2018, being the expiry date of the Warrants 2013/2018: (a) (b) (c) (d) the Deed Poll; the certificate from our Directors dated 7 January 2016 setting forth brief particulars of the event giving rise to the Warrant Adjustments and the effective date of the Warrant Adjustments; the certificate from Messrs SJ Grant Thornton dated 7 January 2016 as referred to in Section 3.1 above; and the letters of consent as referred to in Section 5 above. 7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by our Board and all of our Directors, collectively and individually, accept full responsibility for the accuracy of the information given in this Notice and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein false or misleading. Yours faithfully, For and on behalf of, INARI AMERTRON BERHAD DATO DR TAN SENG CHUAN Executive Vice Chairman 4
9 APPENDIX I CERTIFICATE FROM AUDITORS PURSUANT TO THE WARRANT ADJUSTMENTS GrantThornton An instinct for growth The Board of Directors Iuati Amemon Berhzd D_07_g3 pl, Kdm, Jay, SJ Grant Thomton laf;0737) Level ll Sheraton Imperial Court Sultan Ismail t jalan ssv/mt Kelana Jay: Puannglflyfl ma" Kuala Lumpur, Malaysxa Selnngot Dun! Ehsan E 7 January 2016 www gl.com.my Dear Sirs, INARJ AMERTRON BERHAD ( INA.RX OR THE COMPANY ) AD_[USTMEI\Tl'S TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS A OF INARI PURSUANT TO THE PROPOSED BONUS ISSUE OF SUBSCRIPTION LEVEL OF 189,361,875 NEW ORDINARY SHARES OF RMO.10 EACII IN INARI ( INARI SHARES ) ( BONUS SHARES") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) [NARI SHARES HELD ON 6 IANUARY 2016 ( PROPOSED BONUS ISSUE ) IN INARI We refer to the Condition Z in Third Schedule of the Deed Poll dated 25 April 2013 constituting V/axrants A, where we are required to review the computations of Lhe adjustments to the exucise price and number of Warrants A as set out in Appendix I (which we have stamped for the Purpose of identification) ("Appendix I") in connection with the Proposed Bonus Issue The computations of the adjusunents (Lnduding detenrtination of the formula used) and new exercise price and number of Wannnts A as set out in Appendix I are the responsibility of the Company's Duectors. Our responsibility is to report whether the adjust:-neuts have been computed on n basis consistent with the ratio as set outin Appendix I. Based on the zgreed-upon procedure, we found that the adjustments ptepued by the Directors of the Company have been computed on a basis consistent with the ratio as set out in Appendix I and are in accordance with the Deed Poll.. cnmma Ascuuntlnla Member l'imo1granlthornlnnlntemali0nillm Audn - Tax - Advtsory 5
10 Q < a"tth<m>r! An instinct for growth.2. We were not engaged to, and did not, perform an examination, the objective of which would he the expression of an opinion on the adjustments to the exercise price and number of Warrants A in connection with the Proposed Bonus Issue. Because the above procedure does not constitute either an audit or s review made in accordance with Approved Standards on Auditing in Malaysia, we do not express any assurance on the adjustments to the exercise price and number of Warrants A in connection with the Proposed Bonus Issue. Had we performed additional procedures or had we performed an audit or review of the finandal statements in accordance with Approved Standards on Auditing in Malaysia, other matters might have come to our attention that would have been reported to you. The letter has been prepared solely for the Board of Directors of I.nan' in connection with the Proposed Bonus Issue for the submission to the Bursa Malaysia Securities Berhad and the notice to he issued to the existing warrant holders and should not be reproduced, referred to in any other document, or used for any other purposes without our prior written consent. Yours faithfully, _- - S] GRANT THORNTON NO. AF : 0737 CHARTERED ACCOUNTANTS Chifllrld Accountants.. Member TY Il0iG!at lthnmln l lntemationil Ltd 6 Audit - TM ~ Advisory
11 INARI AMERYRON BERHAD (" NARI" OR THE COMPANY") APPENDIX I PROPOSED ADJUSTMENTS TO THE TERMS AND CONDITIONS OF THE OUTSTANDING WARRANTS A OF INARI PURSUANT TO YHE PROPOSED BONUS ISSUE OF SUBSCRIPTION LEVEL OF 1B!,35I.I75 NEW ORDINARV SHARES OF RMIJ.1fl EACH IN INARI ( INARI SHARES") ("BONUS SHARES") ON THE BASIS OF ONE (1) BONUS 5HARE FOR EVERY FOUR (4) INARI SHARES HELD ON 6 JANUARY 2015 ("PROPOSED BONUS ISSUE ) IN INARI In aocurdsnca Wlth Condition 1 in YIIIW1 Schedule - Adlustmerlt OI EXBICTM Pvlcu andlor Number 01 Wflfllnli and Ihe Mernorandum OI Ihe deed pull datcd 25 April Ihn exuclse pflce 0! the Outstanding Warrants A and the number ui Outstanding Warrant: A will be adjusted Ior [ha Proposed BONUS ISSUQ tr! anourdance with the Iulklwing iurmula:- New Exercise Pdce = A x O (A-I-B) Enlarged number 0' warants = (ya) x 0 A Variable Descrintlan Value The aggreqats number =1 issued and Iully pald-up ordinary mm an the Record Date <6 January 1015) immed\ataiy helore mu =-pm-1 =am>n Th! BQIIIOQHIB number of ordinary share: Id be ISSIJQG pursuant to any allotment (0 Sharehcldars credited as t\ Iy paid \ p by way 07 upilllllallm DI pt-um or reserve: {including share przmlum swwnl and mpilal redemnllon Islorve mm» 1as.as1.s1s 0 rm! existing Emrcila Price I 0.33 }D The exlstlflg number cl outstanding Wlrranls A hand an at 5 Janulry 2016 I New Btercise Price = 757,447,501 X 0.33 (757,447,50I * 185,351,875] = RML1254 Concluswn: The New Exercise Prkze will he adjusted ID RMOJG4. Enlarged number ohmnrants = sot ) >< 2.aaa.sae 151,441,501 = Additional number utwananls to he Issued = 2,979,982-2,383,586 = Cmctusinn: An additional wf 595,996 DI Warmnts A Will be Issued pursuant to the calcutadons on above. W<~-~--- '7 m;,i.;5'5i\. Fmiwd wr mv I- ~"W5. A E37 AMI :53L-a I L fw_m >_/' w_.... H {;_1GrantTh<>rntcn _ 7
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