(the Proposed Private Placement and the Proposed ESOS are to be collectively referred to as Proposals )

Transcription

1 (formerly known as Palette Multimedia Berhad) ( K) (I) (II) Proposed Private Placement; and Proposed ESOS (the Proposed Private Placement and the Proposed ESOS are to be collectively referred to as ) Definitions In this announcement, the following abbreviations shall have the following meanings unless stated otherwise:- ACE LR : ACE Market Listing Requirements of Bursa Securities Board : Board of directors of UCrest Bursa Securities : Bursa Malaysia Securities Berhad ( W) By-Laws : The by-laws governing the Proposed ESOS Companies Act : Companies Act, 2016 Date of Offer : The date on which an Offer is made by the Option Committee to an Eligible Person to participate in the Proposed ESOS Directors : Shall have the meaning given in Section 2 of the Companies Act and Section 2 of the Capital Markets and Services Act, 2007 Effective Date : The date of which the Proposed ESOS shall come in force Eligible Person(s) : Directors and employees of the UCrest Group who fulfill the eligibility criteria as set out in Section 2.2.2(iii) of this announcement EPS : Earnings per share ESOS : Employee share option scheme ESOS Option(s) : The right of a Grantee in accordance with the By-Laws to subscribe for new UCrest Shares at a predetermined price FRS 2 : Financial Reporting Standard 2 FYE : Financial year ending or ended, as the case may be Grantee : An Eligible Person(s) who has accepted the Offer Illustrative Issue Price : An illustrative issue price of RM0.40 per Placement Share, representing approximately 3.01% discount based on the five-day VWAP of UCrest Shares up to and including the LPD of RM0.4124

2 Definitions Interested Directors : All the directors of UCrest namely:- (i) (ii) (iii) (iv) (v) Eg Kah Yee; and Abdul Razak Bin Dato Haji Ipap; and Thong Kooi Pin; and Chuan Tsui Ju; and Eg Kaa Chee, who are interested to the extent of their respective allocations as well as the allocations to Persons Connected with them, if any, under the Proposed ESOS Interested Person : A director, major shareholder or chief executive of UCrest or a holding company of UCrest KAF IB : KAF Investment Bank Berhad (20657-W), the Principal Adviser for the and Placement Agent to UCrest for the Proposed Private Placement LPD : 1 November 2017, being the latest practicable date prior to this announcement Maximum Scenario : Assuming the holders of Warrants A as at the LPD convert all their Warrants A to the ordinary shares of the Company and assuming full exercise of 69,718,462 ESOS Options to be granted under the Proposed ESOS prior to the implementation of the Proposed Private Placement Minimum Scenario : Assuming none of the holders of Warrants A convert their Warrants A to the ordinary shares of the Company prior to the implementation of the Proposed Private Placement and none of the ESOS Options to be granted under the Proposed ESOS are exercised NA : Net assets Offer : A written offer made by the Option Committee in relation to the Proposed ESOS in the manner provided under the By-Laws to an Eligible Person Option Committee : A committee appointed by the Board to administer and manage the Proposed ESOS in accordance with the By-Laws Option Price : The price at which Grantee is entitled to subscribe for new UCrest Shares pursuant to the exercise of an ESOS Option Person(s) Connected : Person(s) connected as defined in Rule 1.01 of the ACE LR Placement Share(s) : Up to 106,901,642 UCrest Share(s) to be issued pursuant to the Proposed Private Placement Price Fixing Date(s) : The date(s) on which the issue price for the Placement Shares is(are) fixed by the Board : The Proposed Private Placement and the Proposed ESOS, collectively 2

3 Definitions Proposed ESOS : Proposed establishment of an ESOS of up to 15.00% of the total number of issued shares of UCrest, excluding treasury shares, if any, at any point in time to the Eligible Persons, in accordance with the By-Laws Proposed Private Placement : Proposed private placement of up to 20.00% of the total number of issued shares of UCrest RM and sen : Ringgit Malaysia and sen respectively UCrest or Company : (formerly known as Palette Multimedia Berhad) ( K) UCrest Group or Group : UCrest and its subsidiary companies, collectively UCrest Share(s) : Ordinary share(s) in UCrest Vesting Condition(s) : The condition(s) determined by the Option Committee which must be fulfilled for the ESOS Options to be vested in the Grantee VWAP : Volume weighted average market price Warrant(s) A : The 136,766,150 outstanding warrants 2013/2018 as at the LPD constituted by the Warrant A Deed Poll Warrant A Deed Poll : The deed poll dated 13 February 2013, constituting the Warrants A Unless specifically referred to, words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine, and/or neuter genders, and vice versa. Reference to persons shall include corporations, unless specified otherwise. Any reference to any enactment or guideline in this announcement is a reference to that enactment or guideline as amended or re-enacted from time to time. Any reference to day or time of day in this announcement is a reference to Malaysian time, unless stated otherwise. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK 3

4 1. INTRODUCTION On behalf of the Board, KAF IB wishes to announce that the Company proposes to undertake the. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Private Placement Size of the Proposed Private Placement The Proposed Private Placement will involve the placement of the Placement Shares, representing up to 20.00% of the total number of issued shares of UCrest. As at the LPD, the issued share capital of UCrest is RM13,120,944 comprising 328,023,600 UCrest Shares. The number of Placement Shares to be issued amounts to 65,604,720 Placement Shares under the Minimum Scenario and 106,901,642 Placement Shares under the Maximum Scenario Placement arrangement The Placement Shares will be placed to third party investors to be identified at a later date. For the avoidance of doubt, the Placement Shares will not be placed to the following parties:- (i) the Interested Person; and (ii) a person connected with any of the Interested Person. In addition, the above said third party investors shall be persons who are qualified under Schedule 6 or 7 of the Capital Markets and Services Act, 2007, which include, but not limited to, the issuance of the Placement Shares to each of them for a consideration of not less than RM250,000 or the issuance of the Placement Shares is made to high-net worth individuals whose net personal assets exceed RM3,000,000 or to corporations with NA exceeding RM10,000,000. Subject to the prevailing market conditions and timing of identification of the placee(s), the Proposed Private Placement may be implemented in one or more tranches. As such, there could potentially be several Price Fixing Dates depending on the number of tranches and the timing of implementation of the Proposed Private Placement Basis and justification of the issue price of the Placement Shares The issue price or prices, the latter is applicable if the Proposed Private Placement is implemented in more than one tranche, of the Placement Shares shall be determined separately and fixed by the Company after receiving the relevant approvals for the Proposed Private Placement. The issue price will be determined by the Board after taking into consideration the prevailing market conditions and the five-day VWAP of UCrest Shares immediately before the Price Fixing Date. The issue price of the Placement Shares shall not be priced at more than 10.00% discount to the VWAP of UCrest Shares for the five market days immediately before the Price Fixing Date. 4

5 2.1.4 Ranking of the Placement Shares All the Placement Shares to be issued pursuant to the Proposed Private Placement shall upon allotment and issuance, rank pari passu in all respects with the then existing UCrest Shares, save and except that they shall not be entitled to any dividends, rights, allotments and/or any other forms of distributions which are declared, made or paid, the entitlement date of which is prior to the date of allotment and issuance of the Placement Shares Listing of and quotation for the Placement Shares An application will be made to Bursa Securities for the listing of and quotation for the Placement Shares on the ACE Market of Bursa Securities within two months from the date of this announcement Utilisation of proceeds The actual amount of proceeds to be raised from the Proposed Private Placement is dependent on including, but not limited to, the actual issue price and the actual number of Placement Shares issued. Strictly for illustrative purposes only, assuming the Placement Shares are issued at the Illustrative Issue Price, the amount of gross proceeds to be raised from the Proposed Private Placement is as set out in the table below. Minimum Senario Maximum Scenario No. Item RM RM Estimated timeframe for utilisation of proceeds 1 Working capital 25,133,976 41,127,448 Within 36 months from the date of completion of the Proposed Private Placement. 2 To defray estimated expenses of (3) 1,107,912 1,633,209 Immediately. Total 26,241,888 42,760,657 - Notes:- The breakdown on the utilisation of proceeds as set out in the table above is based on the assumption that 65,604,720 Placement Shares are being issued under the Minimum Scenario and 106,901,642 Placement Shares are being issued under the Maximum Scenario at the Illustrative Issue Price. The eventual breakdown on the utilisation of proceeds may differ based on the actual number of Placement Shares issued and their corresponding issue price. Any surplus or shortfall of funds from the net proceeds raised would be adjusted accordingly from or to, as the case may be, the general working capital portion. The gross proceeds earmarked for the general working capital requirements of the Group are intended to be utilised for financing its daily operations which include, but not limited to, payment of cost of sales, payment of salaries and payment of office rental. The breakdown of the proposed utilisation of proceeds to be raised for the the working capital of the Group pursuant to the Proposed Private Placement are as provided in the table below. Minimum Senario Maximum Scenario No. Item RM RM Estimated timeframe for utilisation of proceeds 1 Payment of cost of sales 22,161,709 38,155,181 Within 36 months from the date of completion of the Proposed Private Placement. 2 Payment of salaries 2,640,000 2,640,000 Within 36 months from the date of completion of the Proposed Private Placement. 3 Payment of office rental 332, ,267 Within 36 months from the date of completion of the Proposed Private Placement. Total 25,133,976 41,127,448 - The actual utilisation for working capital may differ subject to operational requirements at the time of utilisation. (3) The estimated expenses of approximately as shown in the table above consists the estimated professional fees, fees payable to authorities, printing and advertisement cost, extraordinary general meeting related costs, estimated placement fees to be incurred, goods and services tax and other relevant expenses in relation to the. Any surplus or shortfall of funds for the payment of expenses in relation to the will be adjusted accordingly from or to, as the case may be, the general working capital portion. 5

6 Pending utilisation of the proceeds from the Proposed Private Placement for the abovementioned purposes, the proceeds will be placed in deposits with financial institution or short-term money market instruments as the Board may deem fit. The interest derived from the deposits with the financial institution or any gain arising from the short-term money market instruments will be used as additional working capital of the Group. 2.2 Proposed ESOS Details of Proposed ESOS The Company proposes to establish and implement an ESOS of up to 15.00% of the total number of issued shares of UCrest, excluding treasury shares, if any, at any one time during the duration of the Proposed ESOS, as provided in the By-Laws. The Proposed ESOS is intended to allow the Company to grant the ESOS Options to the Eligible Persons to subcribe for new UCrest Shares in accordance with the By-Laws. The ESOS will be administered by the Option Committee The salient terms and conditions of the By-Laws are as follows:- (i) Maximum number of new UCrest Shares available under the Proposed ESOS The total number of new UCrest Shares to be issued under the Proposed ESOS shall not exceed 15.00% of the total number of issued shares of UCrest, excluding treasury shares, if any, at any one time during the duration of the Proposed ESOS, as provided in the By-Laws. (ii) Maximum allowable allotment and basis of allocation The aggregate number of ESOS Options that may be offered and allocated to the Eligible Persons shall be determined at the sole and absolute discretion of the Option Committee after taking into consideration, amongst other factors, the designation, length of service and work performance of the Eligible Person, and such other factors that the Option Committee may deem relevant, subject to the following conditions:- (a) (b) (c) (d) the total number of UCrest Shares to be offered and issued under the Proposed ESOS shall not exceed the amount stipulated in Section 2.2.2(i) above; and that the Board and senior management do not participate in the deliberation or discussion of their own allocation of the ESOS Options; and not more than 10.00% of the proposed allocation of the ESOS Options under the Proposed ESOS to be allocated to any Eligible Person, who, either singly or collectively through persons connected with the Eligible Person, holds 20.00% or more of the total number of issued shares of the Company, excluding treasury shares, if any; and not more than 50.00% of the proposed allocation of the ESOS Options under the Proposed ESOS shall be allocated, in aggregate, to the Directors and senior management of the Group, 6

7 provided always that it is in accordance with any prevailing guidance issued by Bursa Securities, the ACE LR or any other requirements of the relevant authorities as amended from time to time. The actual number of Shares which may be offered to any Eligible Person shall be at the discretion of the Option Committee provided that the number of Shares so offered shall not be less than 5,000 shares nor more than the maximum allowable allocation of such Eligible Person and shall be in multiples of 100 shares. (iii) Eligibility Any employee of the Group shall qualify to participate in the Proposed ESOS if, as at the Date of Offer, the employee:- (a) (b) (c) (d) has attained at least 18 years of age; and is not an undischarged bankrupt; and is an employee in a company within the Group, which is not dormant, whose service has been confirmed and has not served a notice of resignation or received a notice of termination by the relevant company within the Group and must have served the Group on a continuous full time basis for a period of not less than 1 year prior to the Date of Offer; and fulfils any criteria and/or falls under such category as may be determined by the Option Committee from time to time. Any Director including, executive and non-executive, of the Group shall be eligible to participate in the Proposed ESOS if, as at the Date of Offer, such Director:- (a) (b) (c) (d) is at least 18 years of age; and is not an undischarged bankrupt; and is a Director of the Company or any non-dormant company in the Group and has been appointed to the board of directors of any company within the Group for at least 1 year prior to the Date of Offer; and fulfils any other criteria and/or falls within such category as may be determined by the Option Committee from time to time. Directors, major shareholders, whom are also Directors and/or employees, if any, or the chief executive of the Company or persons connected to any of them shall have their entitlements under the Proposed ESOS approved by the shareholders of the Company in a general meeting prior to allocation of the ESOS Options. 7

8 Subject to the sole and absolute discretion of the Option Committee as provided in the By-Laws, there are no performance targets to be achieved by the Grantee before the ESOS Options can be exercised and the Shares can be vested by the Grantee. However, the Option Committee shall have the right to impose Vesting Conditions, not being performance targets, if any, at the time when an Offer is made. Apart from the compliance or fulfilment of the Vesting Conditions, if any, the ESOS Options are not subject to any vesting period. The ESOS Options offered to an Eligible Person may, subject to the compliance or fulfillment by the Eligible Person of the Vesting Conditions determined by the Option Committee, be vested in the Eligible Person in such number of tranche or tranches and in such number of ESOS Options in each tranche as shall be determined by the Option Committee. Eligibility does not confer on an Eligible Person a claim or right to participate in the Proposed ESOS unless an Offer has been made in writing by the Option Committee to the Eligible Person and the Eligible Person has accepted the Offer in accordance with the provisions of the By-Laws. (iv) Option Price Subject to any adjustments in accordance with the By-Laws, the Option Price shall be determined based on the five-day VWAP of the UCrest Shares immediately preceding the Date of Offer, subject to a discount of not more than 10.00% which the Option Committee may at its discretion decide to give, if deemed appropriate, or such lower or higher limit in accordance with any prevailing guidelines issued by Bursa Securities or any other relevant authorities as amended from time to time. (v) Ranking of the new UCrest Shares to be issued pursuant to the ESOS Options exercised Any new UCrest Shares to be issued pursuant to the ESOS Options exercised shall, upon issuance, allotment and full payment, rank pari passu in all respects with the then existing UCrest Shares, save and except that the new UCrest Shares to be issued pursuant to the ESOS Options exercised will not be entitled to any dividends, rights, allotments and/or any other distributions that may be declared, made or paid, the entitlement date of which is prior to the date of issuance and allotment of such new UCrest Shares to be issued pursuant to the ESOS Options exercised. (vi) Duration of the Proposed ESOS The Effective Date shall be the date of full compliance with all relevant requirements pursuant to the ACE LR in relation to the Proposed ESOS. The Proposed ESOS shall be in force for a period of five 5 years from the Effective Date and may be extended or renewed, as the case may be, at the discretion of the Board upon the recommendation of the Option Committee, subject always that the duration of the Proposed ESOS shall not in aggregate exceed a duration of 10 years or such other period as may be prescribed by Bursa Securities or any other relevant authorities from the Effective Date. 8

9 2.2.3 Listing and quotation An application will be made to Bursa Securities for the listing of and quotation for such number of new UCrest Shares representing up to 15.00% of the total number of issued shares of UCrest, excluding treasury shares, if any, at any one time during the duration of the Proposed ESOS, as provided in the By-Laws to be issued under the Proposed ESOS on the ACE Market of Bursa Securities Utilisation of proceeds The Proposed ESOS will not raise any funds as the ESOS Options will be issued at no cost to the Grantee. The exact amount of proceeds that may be raised by the Company will depend upon the actual number of ESOS Options granted and exercised during the tenure of the ESOS Options and the Option Price. As such, the exact amount and timeframe for utilisation of the proceeds, if any, could not be determined at this juncture. As and when the ESOS Options are exercised, the proceeds arising from the exercise of the ESOS Options will be utilised for the capital expenditure and/or working capital of the UCrest Group. These expenses include, but not limited to, acquisition of property, plant and equipment, salary, repayment of borrowings, trade creditors and other creditors including, but not limited to, in relation to the payment of accrued salary, insurance and utilities as well as general expenses such as travelling, utilities, staff training and staff welfare. However, the exact breakdown of the utilisation of proceeds have yet to be identified at this moment as it depends on, including, but not limited to, the timing of receipt of the proceeds from the exercise of the ESOS Options as well as the requirements for working capital and capital expenditure. Pending the utilisation of proceeds from the exercise of the ESOS Options for the abovementioned purposes, the said proceeds are intended to be placed as deposits with banks or licensed financial institutions or used for investments in short term deposits, money market or debt instruments, as the Directors of the Company may deem appropriate at their absolute discretion. The proceeds raised are expected to improve the cash flows of the UCrest Group and to fund its future capital expenditure and operating expenses. 3. RATIONALE FOR THE PROPOSALS 3.1 Proposed Private Placement The Proposed Private Placement will strengthen the capital position of UCrest and provide UCrest with the necessary funds for working capital for the operations of the Group. The Board is of the view that the Proposed Private Placement is the most appropriate avenue of fund raising as the Proposed Private Placement:- (i) will enable the Company to raise the requisite funds without incurring additional interest expense, thereby minimising any potential cash outflow in respect of interest servicing; and (ii) is an expeditious way of raising funds from the capital market as compared with other forms of fund raising such as a rights issue exercise. 9

10 3.2 Proposed ESOS The Proposed ESOS will enable UCrest:- (i) (ii) (iii) (iv) to provide an opportunity for Eligible Persons to participate directly in the equity interests of UCrest; and to reward and retain Eligible Persons whose services are vital to the continued growth of the Group; and to motivate Eligible Persons towards better performance through greater loyalty to the Group; and to reward the non-executive Directors in recognition of their contributions to the Group and to enable them to participate in the future growth of the Group. 4. EFFECTS OF THE PROPOSALS 4.1 Share capital The pro forma effects of the on the issued share capital of UCrest are as shown in the tables below Minimum Scenario No. Items Notes:- Based on the Illustrative Issue Price. Assuming 59,044,248 ESOS Options are fully exercised at an illustrative exercise price of ESOS Options of RM0.40, which represents a discount of approximately RM0.01 or 3.01% to the five-day VWAP of UCrest Shares up to and including the LPD of RM per UCrest Share Maximum Scenario Number of UCrest Shares Unit Share capital RM 1 Existing as at the LPD 328,023,600 13,120,944 2 To be issued pursuant to the Proposed Private Placement 65,604,720 26,241,888 3 After the Proposed Private Placement 393,628,320 39,362,832 4 Effect of full exercise of ESOS Options 59,044,248 28,341,239 5 Enlarged issued share capital 452,672,568 67,704,071 No. Items Number of UCrest Shares Unit Share capital RM 1 Existing as at the LPD 328,023,600 13,120,944 2 Effect of full exercise of Warrants A 136,766,150 8,100,067 3 After full exercise of Warrants A 464,789,750 21,221,011 4 Effect of full exercise of ESOS Options 69,718,462 51,870,536 5 After full exercise of ESOS Options 534,508,212 73,091,547 6 To be issued pursuant to the Proposed Private Placement 106,901,642 (3) 42,760,657 7 Enlarged issued share capital 641,409, ,852,203 Notes:- Based on the exercise price of Warrant A of RM0.04 and assuming all the 136,766,150 Warrants A are exercised. The exercise price of Warrant A was fixed at RM0.10 on 13 February 2013 being the par value of UCrest Shares and was subsequently adjusted to RM0.04 due to par value reduction of RM0.06 on 26 August Assuming 69,718,462 ESOS Options are fully exercised at an illustrative exercise price of ESOS Options of RM0.40, which represents a discount of approximately RM0.01 or 3.01% to the five-day VWAP of UCrest Shares up to and including the LPD of RM per UCrest Share. (3) Based on the Illustrative Issue Price. 10

11 4.2 NA, NA per share and gearing The pro forma effects of the on the NA and gearing of the Group are as stated in the tables below Minimum Scenario No. After Proposed Private Placement RM After full exercise of ESOS Options 1 Share capital 12,781,060 39,362,832 39,362,832 83,291,753 2 Share premium 586, , , ,261 3 Warrant reserve 2,629,421 2,629,421 2,629,421 2,629,421 4 ESOS Reserve ,311,221-5 Accumulated losses (3,794,381) (3) (4,902,293) (4) (25,213,514) (25,213,514) NA Items Audited as at 31 May 2017 RM After granting of ESOS Options 12,202,361 37,676,221 37,676,221 61,293,920 Number of shares (Unit) 319,526, ,628, ,628, ,672,568 NA per share (RM) Total Borrowings (RM) Gearing (times) Notes:- Based on the Illustrative Issue Price. After taking into consideration the granting of 59,044,248 ESOS Options which are assumed to have a fair value of RM0.344 each as at the LPD based on an illustrative exercise price of ESOS Options of RM0.40 and Bloomberg Trinomial Model. (3) After deducting approximately RM1.11 million being the estimated expenses in relation to the. The estimated expenses will be recognised as an expense under the consolidated statement of profit or loss of the UCrest Group which will eventually reduce the retained earnings of the UCrest Group. (4) The fair value of ESOS Options pursuant to the granting of ESOS Options will be recognised as an expense under the consolidated statement of profit or loss of the UCrest Group which will eventually reduce the retained earnings of the UCrest Group Maximum Scenario No. After full exercise of Warrants A After full exercise of ESOS Options After Proposed Private Placement RM RM RM RM 1 Share capital 12,781,060 21,221,011 21,221,011 51,870, ,852,203 2 Share premium 586, , , , ,261 3 Warrant reserve 2,629, ESOS Reserve ,983, Accumulated losses (3,794,381) (3,794,381) (3) (27,777,532) (27,777,532) (4) (29,410,741) NA Items Audited as at 31 May 2017 RM After granting of ESOS Options 12,202,361 18,012,891 18,012,891 24,679,265 87,027,723 Number of shares (Unit) 319,526, ,789, ,789, ,508, ,409,854 NA per share (RM) Total Borrowings (RM) Gearing (times) Notes:- Based on the Illustrative Issue Price. After taking into consideration the granting of 69,718,462 ESOS Options which are assumed to have a fair value of RM0.344 each as at the LPD based on an illustrative exercise price of ESOS Options of RM0.40 and Bloomberg Trinomial Model. (3) The fair value of ESOS Options pursuant to the granting of ESOS Options will be recognised as an expense under the consolidated statement of profit or loss of the UCrest Group which will eventually reduce the retained earnings of the UCrest Group. (4) After deducting approximately RM1.63 million being the estimated expenses in relation to the. The estimated expenses will be recognised as an expense under the consolidated statement of profit or loss of the UCrest Group which will eventually reduce the retained earnings of the UCrest Group. 11

12 4.3 Shareholdings of substantial shareholders The pro forma effects of the on the shareholdings of the substantial shareholders based on the Register of Substantial Shareholders of the Company as at the LPD are as set out in the tables below. As the exact quantum of ESOS Options to be allocated to each Eligible Person has not been determined as at the LPD, the pro forma effects of the on the shareholdings of the substantial shareholders as set out in the tables below are on the assumption that no specific allocation has been made to Eg Kah Yee and Eg Kaa Chee Minimum Scenario Existing as at the LPD After the Proposed Private Placement After full exercise of ESOS Options Direct Indirect Direct Indirect Direct Indirect Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings No Shareholders Unit % Unit % Unit % Unit % Unit % Unit % 1 Eg Kah Yee 54,834, % % 54,834, % % 54,834, % % 2 Lee Kin Hin 23,197, % ,197, % ,197, % See Lee Ming 19,590, % ,590, % ,590, % Eg Kaa Chee % (3) 54,834, % % (3) 54,834, % % (3) 54,834, % Total Notes:- Assuming the full exercise of 59,044,248 ESOS Options. Deemed interested through his brother Eg Kaa Chee. (3) Deemed interested through his brother Eg Kah Yee Maximum Scenario 97,621, % 54,834, % 97,621, % 54,834, % 97,621, % 54,834, % Existing as at the LPD After full exercise of Warrants A After full exercise of ESOS Options After the Proposed Private Placement Direct Indirect Direct Indirect Direct Indirect Direct Indirect Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of Number of Percentage of UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings UCrest Shares shareholdings No Shareholders Unit % Unit % Unit % Unit % Unit % Unit % 1 Eg Kah Yee 54,834, % % 82,311, % % 82,311, % % 82,311, % % 2 Lee Kin Hin 23,197, % ,197, % ,197, % ,197, % See Lee Ming 19,590, % ,590, % ,590, % ,590, % Eg Kaa Chee % (3) 54,834, % % (3) 82,311, % % (3) 82,311, % % (3) 82,311, % Total 97,621, % 54,834, % 125,099, % 82,311, % 125,099, % 82,311, % 125,099, % 82,311, % Notes:- Assuming the full exercise of 69,718,462 ESOS Options. Deemed interested through his brother Eg Kaa Chee. (3) Deemed interested through his brother Eg Kah Yee. 12

13 4.4 Earnings and EPS The effects of the Proposed Private Placement on the future earnings of UCrest Group would depend on, inter alia, the returns to be generated from the proposed utilisation of proceeds arising from the Proposed Private Placement as set out in Section 2.6 of this announcement. The resultant increase in the number of UCrest Shares in issue pursuant to the Proposed Private Placement may accordingly dilute the consolidated EPS of UCrest Group if the consolidated earnings of the UCrest Group do not increase in tandem with such increase in the number of UCrest Shares. Nevertheless, the extent of dilution to the consolidated EPS of UCrest Group is dependent upon, amongst others, the eventual number of UCrest Shares to be issued pursuant to the Proposed Private Placement and the future earnings of the UCrest Group. With the adoption of FRS 2 on Share Based Payment as issued by the Malaysian Accounting Standards Board, the potential cost of awarding the new UCrest Shares in satisfaction of the ESOS Options exercised will need to be measured at fair value on the date of award of the ESOS Options and recognised as an expense in the consolidated statement of profit or loss at the point of granting such ESOS Options or over the vesting period of such ESOS Options. The extent of the effect of the Proposed ESOS on the consolidated earnings and EPS of the Company cannot be determined at this juncture as it would depend on the fair value of the ESOS Options and/or UCrest Shares as at the respective dates of award of the ESOS Options. However, the potential cost of the award of ESOS Options under the Proposed ESOS does not represent a cash outflow and is only an accounting treatment. The EPS of UCrest will be diluted as a result of the increase in the number of UCrest Shares issued under the Proposed ESOS. The effect of any exercise of ESOS Options on the consolidated EPS of the UCrest Group would depend on including, but not limited to, the number of ESOS Options exercised at any point in time and the returns generated by the UCrest Group, if any, from the utilisation of the proceeds arising from the exercise of the ESOS Options. The Board has taken note of the potential impact of FRS 2 on the future earnings of UCrest and shall take into consideration of such impact in the allocation of ESOS Options to the Eligible Persons. 4.5 Convertible securities As at the LPD, save for the outstanding 136,766,150 Warrants A of the Company, UCrest does not have any other convertible securities. The Proposed Private Placement will not give rise to any adjustment to the exercise price and/or the number of Warrants A pursuant to the provisions of the Warrants A Deed Poll dated 13 February 2013 provided that the issue price of the Placement Shares is not priced at more than 10.00% discount to the VWAP of UCrest Shares for the five market days immediately before the Price Fixing Date. The Proposed ESOS will not give rise to any adjustment to the exercise price and/or the number of Warrants A pursuant to the provisions of the Warrants A Deed Poll dated 13 February 2013 provided that the Option Price is not priced at more than 10.00% discount to the VWAP of UCrest Shares for the five market days immediately before the Date of Offer. 13

14 5. APPROVALS REQUIRED The are subject to the following approvals being obtained:- (i) Bursa Securities for the listing of and quotation for the Placement Shares and the new UCrest Shares to be issued pursuant to the exercise of the ESOS Options on the ACE Market of Bursa Securities; and (ii) the shareholders of UCrest, for the Proposed Private Placement and the Proposed ESOS at an extraordinary general meeting of the Company to be convened; and (iii) any other relevant parties/authorities, if required. 6. CONDITIONALITY The Proposed Private Placement and Proposed ESOS are not conditional upon each other and not conditional upon any other corporate exercise being undertaken or to be undertaken by the Company. 7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM Save as disclosed below, none of the directors and/or major shareholders of the Company and/or persons connected to them have any interest, whether direct or indirect, in the. All the Interested Directors are deemed interested in the Proposed ESOS to the extent of their respective allocations, as well as allocations to Persons Connected with them, if any, under the Proposed ESOS. As such, the Interested Directors have abstained and will continue to abstain from deliberating on their respective allocations, as well as allocations to Persons Connected with them, if any, under the Proposed ESOS at the relevant Board meetings. The Interested Directors will also abstain from voting in respect of their direct and/or indirect shareholdings in UCrest on the resolution pertaining to their respective allocations, as well as allocations to Persons Connected with them, if any, under the Proposed ESOS at an extraordinary general meeting to be convened and have also undertaken to ensure that Persons Connected to them will abstain from voting in respect of their direct and/or indirect shareholdings in UCrest, if any, on the resolution pertaining to their respective allocations, as well as allocations to Persons Connected with them, if any, under the Proposed ESOS to be tabled at an extraordinary general meeting to be convened. 8. STATEMENT FROM THE BOARD The Board, having considered all aspects of the, including the rationale and its financial effects to the Group, is of the opinion that the are in the best interests of the Group and the shareholders of the Company. 9. PRINCIPAL ADVISER AND PLACEMENT AGENT KAF IB has been appointed as the Principal Adviser for the and the Placement Agent for the Proposed Private Placement. 14

15 10. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the receipt of all requisite approvals from the relevant authorities, the are expected to be completed in the first half of This announcement is dated. 15