ELK-DESA RESOURCES BERHAD CIRCULAR TO SHAREHOLDERS IN RELATION TO: PART A PART A

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Godfrey Briggs
5 years ago
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1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, bank manager, solicitor, THIS accountant CIRCULAR or other IS professional IMPORTANT advisers AND immediately. REQUIRES YOUR IMMEDIATE ATTENTION. If Bursa you Malaysia are in any Securities doubt as Berhad to the ( Bursa course Securities ) of action you has should not perused take, the you contents should of consult this Circular your stockbroker, in relation the bank Proposed manager, Exemption solicitor, (as accountant defined herein) or other prior professional to its issuance. advisers Bursa Securities immediately. takes no responsibility for the contents of this Circular, makes no representation as to its Bursa accuracy Malaysia or completeness Securities Berhad and expressly ( Bursa disclaims Securities ) any liability has not whatsoever perused the for contents any loss of howsoever this Circular arising in relation from or, to due the Proposed to your reliance Exemption upon (as the defined whole or herein) any part prior of the to its contents issuance. of this Bursa Circular. Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy Pursuant or to completeness Paragraph 4.08(3)(e) and expressly of the disclaims Rules on any Take-Overs, liability whatsoever Mergers for and any Compulsory loss howsoever Acquisitions, arising from the Securities or, due to your Commission reliance upon Malaysia the whole ( SC ) or has any notified part of the that contents it has of no this further Circular. comments on the contents of the Independent Advice Letter contained in this Circular ( IAL ). Pursuant However, to such Paragraph notification 4.08(3)(e) shall of not the be Rules taken on to Take-Overs, suggest that Mergers the SC agrees and Compulsory with the recommendations Acquisitions, the contained Securities in Commission the IAL or Malaysia assumes ( SC ) responsibility has notified for the that correctness it has no of any further statements comments made on or the opinions contents or reports of the expressed Independent in the Advice IAL. Letter contained in this Circular ( IAL ). However, such notification shall not be taken to suggest that the SC agrees with the recommendations contained in the IAL or assumes responsibility for the correctness of any statements made or opinions or reports expressed in the IAL. IAL or assumes responsibility for the correctness of any statements made or opinions or reports expressed in the IAL. ELK-DESA RESOURCES BERHAD ELK-DESA (Company RESOURCES No X) BERHAD (Incorporated ELK-DESA in (Company Malaysia RESOURCES under No X) the Companies BERHAD Act, 1965) (Incorporated in Malaysia (Company under No X) the Companies Act, 1965) CIRCULAR (Incorporated TO SHAREHOLDERS in Malaysia under the Companies IN RELATION Act, 1965) TO: CIRCULAR TO SHAREHOLDERS IN RELATION TO: CIRCULAR TO SHAREHOLDERS PART A IN RELATION TO: PART A PART A (I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 51,589,369 NEW ORDINARY (I) PROPOSED SHARES ( RIGHTS RENOUNCEABLE SHARE(S) ) RIGHTS AT AN ISSUE ISSUE PRICE OF UP OF TO RM ,589,369 PER RIGHTS NEW ORDINARY SHARE ON (I) SHARES PROPOSED THE BASIS ( RIGHTS RENOUNCEABLE OF ONE SHARE(S) ) (1) RIGHTS AT RIGHTS SHARE AN ISSUE ISSUE FOR PRICE OF UP EVERY OF RM1.16 TO 51,589,369 FIVE (5) PER EXISTING RIGHTS NEW ORDINARY ORDINARY SHARE ON THE SHARES SHARES BASIS ( RIGHTS IN OF ELK-DESA ONE SHARE(S) ) (1) RIGHTS AT RESOURCES SHARE AN ISSUE BERHAD FOR PRICE EVERY OF ( ELK-DESA FIVE RM1.16 (5) PER OR EXISTING RIGHTS THE COMPANY ) ORDINARY SHARE ON SHARES THE BASIS ( ELK-DESA IN OF ELK-DESA ONE (1) SHARE(S) ) RESOURCES RIGHTS SHARE HELD ON AN BERHAD FOR EVERY ENTITLEMENT ( ELK-DESA FIVE (5) DATE OR EXISTING TO THE BE DETERMINED COMPANY ) ORDINARY ( ELK-DESA SHARES IN LATER ( PROPOSED SHARE(S) ) ELK-DESA RESOURCES RIGHTS HELD ISSUE ); ON AN BERHAD AND ENTITLEMENT ( ELK-DESA DATE OR TO THE BE DETERMINED COMPANY ) LATER ( ELK-DESA ( PROPOSED SHARE(S) ) RIGHTS HELD ISSUE ); ON AN AND ENTITLEMENT DATE TO BE DETERMINED (II) PROPOSED LATER ( PROPOSED EXEMPTION RIGHTS UNDER ISSUE ); PARAGRAPH AND 4.08(1)(B) OF THE RULES ON TAKE- (II) PROPOSED OVERS, MERGERS EXEMPTION AND COMPULSORY UNDER PARAGRAPH ACQUISITIONS 4.08(1)(B) TO OF MR. THE TEOH RULES HOCK ON CHAI (II) OVERS, PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(B) OF THE RULES ON TAKE- TEW HOCK MERGERS CHAI ( THC ) AND COMPULSORY AND PERSONS ACQUISITIONS ACTING IN CONCERT TO MR. TEOH WITH HOCK HIM ( PACS ) TEW OVERS, MERGERS AND COMPULSORY ACQUISITIONS TO MR. TEOH HOCK FROM HOCK THE CHAI OBLIGATION ( THC ) TO AND UNDERTAKE PERSONS ACTING A MANDATORY IN CONCERT TAKE-OVER WITH HIM OFFER ( PACS ) FOR FROM TEW HOCK CHAI ( THC ) AND PERSONS ACTING IN CONCERT WITH HIM ( PACS ) ALL ELK-DESA THE OBLIGATION SHARES NOT TO UNDERTAKE ALREADY HELD A MANDATORY BY THC AND TAKE-OVER HIS PACS ( PROPOSED OFFER FOR ALL FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR EXEMPTION ) ELK-DESA SHARES NOT ALREADY HELD BY THC AND HIS PACS ( PROPOSED EXEMPTION ) ALL ELK-DESA SHARES NOT ALREADY HELD BY THC AND HIS PACS ( PROPOSED EXEMPTION ) PART B PART B INDEPENDENT ADVICE LETTER FROM INTER-PACIFIC PART B SECURITIES SDN BHD TO THE INDEPENDENT NON-INTERESTED ADVICE SHAREHOLDERS LETTER FROM OF INTER-PACIFIC ELK-DESA RELATION SECURITIES TO SDN THE BHDPROPOSED TO THE NON-INTERESTED INDEPENDENT ADVICE LETTER FROM INTER-PACIFIC SECURITIES SDN BHD TO THE EXEMPTION SHAREHOLDERS OF ELK-DESA RELATION TO THE PROPOSED EXEMPTION NON-INTERESTED SHAREHOLDERS OF ELK-DESA IN RELATION TO THE PROPOSED EXEMPTION AND AND NOTICE OF EXTRAORDINARY AND GENERAL MEETING NOTICE OF EXTRAORDINARY GENERAL MEETING Principal Adviser NOTICE for Part OF A EXTRAORDINARY GENERAL Independent MEETING Adviser for Part B Principal Adviser for Part A Independent Adviser for Part B Principal Adviser for Part A Independent Adviser for Part B Mercury Securities Sdn Bhd ( W) (A Participating Mercury Organisation Securities of Bursa Sdn Bhd Malaysia ( W) Securities Berhad) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of Extraordinary General Meeting ( EGM ) of ELK-Desa to be held at Melia Hotel Kuala Lumpur, Alhambra Ballroom, Level M1, No. 16, The Jalan Notice Imbi, of Extraordinary Kuala General Lumpur Meeting on Thursday, ( EGM ) 22 June of ELK-Desa 2017 at to be a.m. held or at Melia at any Hotel adjournment Kuala Lumpur, thereof, Alhambra together with Ballroom, the Proxy Level Form M1, are No. enclosed 16, Jalan herein. Imbi, Kuala Lumpur on Thursday, 22 June 2017 at a.m. or at any adjournment thereof, together with the Proxy Form are enclosed herein. If you decide to appoint a proxy to attend and vote on your behalf at the EGM, the completed Proxy Form must be lodged at the office of the Company s If you decide Share to appoint Registrar a Tricor proxy Investor attend & and Issuing vote House on your Services behalf Sdn at the Bhd EGM, at Unit the 32-01, completed Level Proxy 32, Tower Form A, must Vertical be lodged Business at Suite, the office Avenue of the 3, Bangsar Company s South, Share No.8, Registrar Jalan Kerinchi, Tricor Investor Kuala & Issuing Lumpur, House noservices later than Sdn twenty-four Bhd at Unit (24) 32-01, hours Level before 32, the Tower date and A, Vertical time indicated Business above. Suite, The Avenue lodging 3, of Bangsar the Proxy South, FormNo.8, will Jalan not preclude Kerinchi, you from Kuala attending Lumpur, and voting no later in than person twenty-four at the EGM (24) should hours you before subsequently the date and wish time to indicated do so. above. The lodging of the Proxy Form will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last date and time for lodging the Proxy Form : Wednesday, 21 June 2017 at a.m. Last date and time for lodging the Proxy Form : Wednesday, 21 June 2017 at a.m. Date and time of the EGM : Thursday, 22 June 2017 at a.m. Date and time of the EGM : Thursday, 22 June 2017 at a.m. This Circular is dated 5 June 2017 This Circular is dated 5 June 2017

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TEX CYCLE TECHNOLOGY (M) BERHAD (Company No P) (Incorporated in Malaysia)

TEX CYCLE TECHNOLOGY (M) BERHAD (Company No P) (Incorporated in Malaysia) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant