THIS NOTICE 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 or other professional adviser immediately. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever arising from or in reliance upon the whole or any part of the contents of this Notice. TRC SYNERGY BERHAD (Company No.: 413192-D) (Incorporated in Malaysia under the Companies Act 1965) NOTICE TO WARRANTHOLDERS 2011/2016 IN RELATION TO: EXPIRY AND LAST DATE FOR THE EXERCISE OF WARRANTS 2011/2016 STOCK NAME : TRC-WB STOCK CODE : 5054WB IMPORTANT RELEVANT DATES:- Last date and time for the trading of Warrants 2011/2016 Date and time of suspension of trading of Warrants 2011/2016 Last date and time (Expiry Date) for the exercise of the Warrants 2011/2016 Date and time for the delisting of the Warrants 2011/2016 : Friday, 24 June 2016 at 5.00 p.m. : Monday, 27 June 2016 at 9.00 a.m. : Thursday, 14 July 2016 at 5.00 p.m. : Friday, 15 July 2016 at 9.00 a.m. This Notice is dated 13 June 2016
DEFINITIONS Except where the context otherwise requires, the following terms and abbreviations (in alphabetical order) shall apply throughout this Notice:- Board : Board of Directors of TRC Synergy Berhad Bursa Depository : Bursa Malaysia Depository Sdn Bhd Bursa Securities : Bursa Malaysia Securities Berhad CDS : Central Depository System Deed Poll : The deed poll dated 12 July 2011 Exercise Money : The amount calculated by multiplying the Exercise Price with the aggregate number of New Shares in respect of which the Exercise Rights are being exercised Exercise Period : The period commencing on and including the date of the issue of the Warrants B on 15 July 2011 ( Issue Date ) and ending at the close of business at 5.00 p.m. on the date which is five (5) years from the Issue Date Exercise Price : RM0.61 only payable in respect of each New Share to which a Warrantholder will be entitled to subscribe upon exercise of the Exercise Rights represented by each Warrant. Exercise Rights : The rights of a Warrantholder to subscribe for one (1) New Share for every Warrant B held at the Exercise Price and upon the terms and subject to the conditions of the Warrants B set out in the Deed Poll. TRCS or the Company : TRC Synergy Berhad (413192-D) TRCS Share(s) : Ordinary share(s) of RM0.50 each fully paid-up or credited as fully paid-up in the capital of the Company New Share(s) : New ordinary share(s) of RM0.50 each to be issued by the Company pursuant to any exercise of the Subscription Rights represented by the Warrants RM and sen : Ringgit Malaysia and sen respectively Warrants, Warrants B and Warrants 2011/2016 : The warrant(s) issued by the Company on 15 July 2011 constituted by the Deed Poll which entitle the Warrantholders to the Exercise Rights Warrantholder(s) : Any person for the time being holding Warrants B in the Company and whose name appears in the Register of Warrantholder (except the Bursa Malaysia Depository Nominees Sdn Bhd), including warrant depositors whose name appear on the Record of Warrants Depositors
CONTENTS Page NOTICE TO WARRANTHOLDERS CONTAINING: 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING 2 2. EXERCISE PRICE 2 3. PAYMENT OF EXERCISE PRICE 2 4. EXERCISE OF SUBSCRIPTION RIGHTS 2 5. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS B 3 6. EXPIRY OF SUBSCRIPTION RIGHTS 3 7. CONTACT DETAILS FOR ENQUIRIES 3 8. DIRECTORS RESPONSIBILITY STATEMENT 4 SUBSCRIPTION FORM FOR WARRANT B ENCLOSED
TRC SYNERGY BERHAD (Company No.: 413192-D) (Incorporated in Malaysia under the Companies Act 1965) Registered Office: TRC Business Centre Jalan Andaman Utama 68000 Ampang Selangor Darul Ehsan 13 June 2016 Board of Directors: Gen (R) Tan Sri Dato Seri Mohd Shahrom bin Dato Haji Nordin (Chairman) Tan Sri Dato Sri Sufri bin Haji Mohd Zin (Managing Director) Dato Abdul Aziz bin Mohamad (Executive Director) Dato Ar. Nur Haizi Binti Abdul Hai (Independent Non-Executive Director) Noor Zilan bin Mohamed Noor (Independent Non-Executive Director) Abdul Rahman bin Ali (Independent Non-Executive Director) To: The Warrant B Holders of TRC Synergy Berhad Dear Sir/Madam, NOTICE TO WARRANTHOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF WARRANTS 2011/2016 NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions stipulated in the Deed Poll dated 12 July 2011 governing the Warrants B, the Exercise Rights of the Warrants will expire at 5.00 p.m. on Thursday, 14 July 2016 ( Expiry Date ). Accordingly, all Warrantholders intending to exercise their Warrants are advised to submit the enclosed Exercise Form to the Share Registrar of TRCS no later than 5.00 p.m. on the Expiry Date. The total number of Warrants B outstanding as at 27 May 2016, being the latest practicable date prior to the issuance of this Notice is 93,495,074. Warrantholders should note that the Warrants B which are not exercised by 5.00 p.m. on the Expiry Date will lapse and become null and void and cease to be valid for any purpose. Accordingly, the Warrants B will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Friday, 15 July 2016. 1
Warrantholders are therefore advised to carefully read the information set out below:- 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING The last day and time for trading of the Warrants B will be on Friday, 24 June 2016 at 5.00 p.m. The Warrants will be suspended from trading on Bursa Securities with effect from 9.00 a.m. on Monday, 27 June 2016 up to the Expiry Date. 2. EXERCISE PRICE The Exercise Price of the Warrants B is RM0.61 for each new TRCS Share. Accordingly, if you exercise the conversion of 1,000 Warrants B into 1,000 new TRCS Shares, the Exercise Money payable shall be RM610.00. 3. PAYMENT OF EXERCISE PRICE The remittance of the Exercise Monies must be made in full and payable in Ringgit Malaysia by banker s draft or cashier s order drawn on a bank operating in Malaysia or a money order or postal order issued by a post office in Malaysia made in favour of TRCS Warrants 2011/2016 Proceeds Account crossed A/C Payee Only for the full amount of the Exercise Price payable in respect of the Warrants exercised and endorsed on the reverse side with the name, NRIC No./company number/passport number/armed Forces number/police personnel number, address and CDS Account number of the Warrantholder. 4. EXERCISE OF SUBSCRIPTION RIGHTS If you are a Warrantholder and wish to exercise your Exercise Rights, you should:- (i) complete and sign the enclosed Exercise Form, additional copies of the exercise form can also be obtained from the Company s Share Registrar, Mega Corporate Services Sdn Bhd, Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail 50250 Kuala Lumpur during normal working hours; and (ii) deliver and to reach the Company s Share Registrar no later than 5.00 p.m. on the Expiry Date:- (a) the Exercise Form duly completed and signed by you; (b) remittance by way of bankers draft or cashiers order drawn on a bank operating in Malaysia or a money order or postal order issued by a post office in Malaysia to be made in favour of TRCS Warrants 2011/2016 Proceeds Account for the full amount of the Exercise Monies; and (c) remittance of RM21.20 inclusive of 6% Goods and Services Tax ( GST ) being the processing fees for each exercise form submitted to the Company s Share Registrar by way of bankers draft or cashiers order drawn on a bank operating in Malaysia or a money order or postal order issued by a post office in Malaysia made payable to Mega Corporate Services Sdn Bhd crossed A/C Payee Only. The Company shall within eight (8) market days (or such other period as may be prescribed by Bursa Securities) after the date of receipt of the duly completed exercise form together with the requisite payments as set out in item (ii) above:- (a) allot and issue the relevant number of New Share(s)arising from the exercise of Warrants B; (b) despatch notices of allotment to the Warrantholders stating the number of New Share(s)that will be credited into the CDS Account(s) of the Warrantholders; and (c) make an application to Bursa Securities for the quotation of such New Share(s)issued. 2
The New Share(s) to be issued pursuant to the exercise of the Warrants B shall, upon the allotment and issuance, rank pari passu in all respects with the existing TRCS Share(s) including any entitlement to any dividends, rights, allotments or other distributions, save and except that such New Share(s) shall not be entitled to any dividends, rights, allotments or other distributions prior to the date of allotment of the New Share(s). The New Share(s) arising from such exercise will be credited into the CDS Account(s) of the exercising Warrantholders and no physical share certificates would be issued to the Warrantholders in respect of the exercise. 5. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS NOTICE IS ALSO HEREBY GIVEN THAT in relation to the Warrants:- (i) Bursa Depository will not be accepting any request for transfer of Warrants B for the period commencing from 4.00 p.m.on Tuesday, 5 July 2016 up to the Expiry Date; (ii) Warrantholders shall qualify for entitlement to subscribe for New Share(s) in respect of the following: (a) Warrants B transferred into the depositor s CDS Account before 4.00 p.m. on Tuesday, 5 July 2016 in respect of transfers; and b) Warrants B bought on Bursa Securities on or before Friday, 24 June 2016 at 5.00 p.m., being the last day for trading of the Warrants. 6. EXPIRY OF SUBSCRIPTION RIGHTS Warrantholders should note that:- (i) If their Exercise Rights are not exercised and the relevant Exercise Form together with the remittances are not delivered to the Company s Share Registrar by 5.00 p.m. on the Expiry Date, their rights will lapse and become null and void and cease to be exercisable thereafter; and (ii) All unexercised Warrants B remaining in the depositor s CDS Account as at the Expiry Date will be debited from the respective depositor s CDS Account on Friday, 15 July 2016. 7. CONTACT DETAILS FOR ENQUIRIES All enquiries concerning the above should be addressed to the Company s Share Registrar at: Mega Corporate Services Sdn Bhd Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail 50774 Kuala Lumpur Malaysia Telephone : 03-26924271 Fax : 03-27325388 3
8. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Directors who collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which would make any statement herein misleading. Yours faithfully, For and on behalf of TRC SYNERGY BERHAD GEN (R) TAN SRI DATO SERI MOHD SHAHROM BIN DATO HJ NORDIN Chairman [THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 4
FIRST SCHEDULE PART B EXERCISE FORM EXPIRY DATE TRC SYNERGY BERHAD (Company No. 413192-D) (Incorporated in Malaysia under Companies Act, 1965) (To be executed and lodged in accordance with the Deed Poll to exercise the Exercise Rights represented by this Exercise Form) To: REGISTRAR Mega Corporate Services Sdn Bhd (Company No. 187984-H) Level 15-2, Bangunan Faber Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia Tel: 603-2692 4271 Fax: 603-2732 5388, 603-2732 5399 I/We, the undersigned, the registered holder of the Warrants 2011/2016 which have been deposited in my/our Securities Account set out below: Particulars of the Depositor: 1. Name: 2. Qualifier: 3. Company Registration No.: 4. Old NRIC/Passport/Armed Forces/Police Personnel No.: 5. New NRIC No.: 6. Address: - - 1-1
7. Postcode: 8. Contact No.: - All information given above must be as per information in the records of Bursa Malaysia Depository Sdn Bhd ( Depository ) To: TRC SYNERGY BERHAD (the Company or TRCS ) I/We, the undersigned, being the registered holder of the Warrants 2011/2016:- (i) (ii) hereby irrevocably elect, upon and subject to the provisions of the deed poll dated the 12 day of July 2011 and any deed supplemental thereto ( Deed Poll ), to exercise the Exercise Rights in respect of.../all* of the New Shares of the Company to which the Warrants 2011/2016 relate and to subscribe and make payment as provided below for such number of the New Shares to be issued upon the exercise of the Warrants 2011/2016 to which this Exercise Form relates at the Exercise Price for each New Share, and agree to accept such New Shares subject to the terms of the Memorandum and Articles of Association of Company; hereby make payment in full for such New Shares by the attached banker s draft or cashier s order amounting to RM...drawn on a bank or post office operating in Malaysia made out in favour of TRCS Warrants 2011/2016 Proceeds Account, crossed A/C Payee only and endorsed on the reversed side with the name and address of the Warrant Holder(s). Payment shall be made free of bank commission, outstation charges or any other payments due to the issuing financial institution; (iii) hereby authorise you to instruct the Depository to debit the quantity(ies) of Warrants 2011/2016 specified below from my/our Securities Account in the exercise of my/our rights as specified below in accordance with the provision of the Deed Poll; (iv) (v) (vi) hereby confirm that the Warrants 2011/2016 intended for the exercise of the Exercise Rights are or have been designated as free securities in my/our Securities Account; hereby confirm and declare that the information set out hereinabove is true and correct and is identical with the information in the records of the Depository with regard to my/our Securities Account(s) and further agree and confirm that in the event the information aforesaid differs from the information in Depository s records as mentioned earlier, the exercise of my/our rights hereunder may be rejected; hereby authorise you to instruct the Depository to credit the quantity(ies) of New Shares specified below into my/our Securities Account stated below and for the notice of allotment to be despatched to me/us by ordinary post at my/our risk to the correspondence address mentioned in the records of the Depository; (vii) hereby confirm that after the submission of this form to the Company, I/We shall not dispose, transfer or charge or allow the disposal, transfer or charge of the Warrants 2011/2016 intended for the exercise of the Exercise Rights herein, until the exercise is completed by the debiting of such Warrants 2011/2016 from my/our Securities Account or the exercise is rejected by the Company, whichever shall be applicable; (viii) hereby undertake to fully indemnify the Company and Registrars against any loss, damage, liability, cost of expense (including legal costs on a solicitor and client basis) that may be suffered or incurred by the Company or the Registrars as a result of any demand, actions or proceedings made in respect of or arising from the debiting of the Warrants 2011/2016 from our/my Depository Account(s); (ix) hereby declare and agree that I/we have complied with all exchange control provisions, the provisions of the Securities Industry (Central Depositories) Act, 1991 and all other legal requirements applicable to the exercise of the Exercise Rights. Securities Code Source account for debiting of Warrants and targeted account for crediting of New Shares Type of Quantity CDS Account Number securities ADA & Branch Code / Account Number I/We declare and agree that I/we have complied with all exchange control, the provisions of Section 38(2) of the Securities Industry (Central Depositories) Act, 1991 and other legal requirements applicable to the exercise of the Exercise Rights. Signature / Common Seal of the Warrant Holder(s) Date * Please complete and/or delete as applicable ** The Depository does not recognise joint account holders and therefore please indicate the number of New Shares to be credited into the individual Securities Account of the respective joint holders. 1-2
Notes:- 1. In the case of a corporation, this Exercise Form has to be signed by affixing its common seal in accordance with its Memorandum and Articles of Association, certified true copy of the resolution of its directors authorising the use and affixation of its common seal, must be lodged together with this Exercise Form. 2. ADA means Authorised Depository Agent. Registrar s Office: Mega Corporate Services Sdn Bhd (Company No. 187984-H) Level 15-2, Bangunan Faber Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur Malaysia 3. The Warrant Holder shall pay a free of RM20.00 to Mega Corporate Services Sdn Bhd for processing the debiting of your warrants and crediting of your new Ordinary Shares. 4. In exercising the Exercise Rights represented by this Warrant, compliance must be made with any exchange control or other statutory requirements for the time being applicable. 5. No share certificate/scrip will be issued to the Warrant Holder as the result of ant exercise of rights herein. 6. No Warrant Holder shall without the consent of the Company, be allowed to instruct crediting of new ordinary shares into a Securities Account othe than the Securities Account from which the securities are to be debited. 7. The Depository does not recognise joint account holders. For the avoidance of doubt, if no CDS account number is provided, any exercise or purported exercise of the Exercise Rights shall be deemed to be invalid. 8. The Exercise Period in respect of the Warrants 2011/2016 is the period of five (5) years commencing from and including the Issue Date of the Warrants and expiring at 5.00 p.m (Kuala Lumpur time) on the day immediately preceding the Expiry Date. 9. All Warrants 2011/2016 not exercised by the Expiry Date will lapse and become null and void for any purpose. 10. The Exercise Price (subject to adjustment in accordance with the provisions of the Conditions and the Deed Poll) shall be satisfied in full by way of banker s draft or cashier s order drawn on a bank operating in Malaysia, or a money order or postal order, issued by a post office in Malaysia crossed Account Payee Only for the credit of the account for that purposes. 11. Where the relevant payment made for the New Shares is less than the full amount of the exercise money required, the Warrant Holder authorises the Company to, and the Company may, but is not obliged to, treat the exercise by the Warrant Holder of the Exercise Rights as an exercise by the Warrant Holder of the Exercise Rights of such a reduced number of the Warrant 2011/2016 (in such multiple of board lots of One Hundred (100) Warrants 2011/2016 or in such other denominations permitted by Bursa Securities from time to time) such that the relevant payment made for the New Shares shall thereafter be sufficient to pay for the full amount of the exercise money required in respect of the reduced number of Warrants 2011/2016. In such an event, the Warrant Holder is deemed to have exercised his Exercise Rights in respect of such reduced number of the Warrants 2011/2016. 12. Words and terms which are defined or construed in the Deed Poll shall have the same meanings and construction when used herein save where they are defined in this Exercise Form. 1-3
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