THIS NOTICE IS FOR YOUR INFORMATION ONLY. YOU ARE NOT REQUIRED TO TAKE ANY ACTION. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness, and expressly disclaims and liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. IDEAL UNITED BINTANG BERHAD (Company No.: 44676-M) (Incorporated in Malaysia) NOTICE TO SHAREHOLDERS AND WARRANT HOLDERS IN RELATION TO THE ENTITLEMENT DATE FOR THE EXCHANGE OF ALL LISTED SECURITIES OF IDEAL UNITED BINTANG BERHAD ( IDEALUBB OR COMPANY ) WHICH ARE IN EXISTENCE ON THE ENTITLEMENT DATE ( IDEALUBB SECURITY(IES) ) WITH NEW SECURITIES IN A NEW INVESTMENT HOLDING COMPANY, IDEAL UNITED BINTANG INTERNATIONAL BERHAD ( IDEAL ) ( IDEAL SECURITY(IES) ), VIA A SCHEME OF ARRANGEMENT UNDER SECTION 366 OF THE COMPANIES ACT, 2016 ON A ONE-FOR-ONE BASIS ( SECURITIES EXCHANGE ) Adviser M&A SECURITIES SDN BHD (15017-H) (A Wholly-Owned Subsidiary of Insas Berhad) (A Participating Organisation of Bursa Malaysia Securities Berhad) IMPORTANT DATES Entitlement date for the Securities Exchange : 5.00 p.m., Wednesday, 30 August 2017 Last date and time for exercise of IDEALUBB Warrants to be : 5.00 p.m., Friday, 18 August 2017 entitled to the IDEAL Shares Last date and time for trading of IDEALUBB Securities : 5.00 p.m., Wednesday, 23 August 2017 Suspension of trading of IDEALUBB Securities : With effect from 9.00 a.m., Thursday, 24 August 2017 This Notice is dated 17 August 2017
DEFINITIONS (Cont d) Unless where the context otherwise requires, the following definitions shall apply throughout this Notice. Act : Companies Act, 2016 Board : Board of Directors of IDEALUBB Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CDS : Central Depository System CDS Account(s) : Securities account(s) maintained through the central depository system operated by Bursa Depository Deed Poll : Deed poll dated 8 March 2016, which governs the IDEALUBB Warrants Entitled Holders Securities : The shareholders of the Company and holders of IDEALUBB Warrants whose names appear in the relevant Record of Depositors of the Company as at the Entitlement Date Entitlement Date : 5.00 p.m. on Wednesday, 30 August 2017, being the specific time and date set by the Board which the Entitled Securities Holders must be registered in IDEALUBB s Record of Depositors in order to be entitled to the new IDEAL Securities pursuant to the Securities Exchange Exercising Holder Warrant : A holder of IDEALUBB Warrant who exercises any of its IDEALUBB Warrants High Court : High Court of Malaya IDEAL : Ideal United Bintang International Berhad (1215261-H), a company which was newly incorporated to facilitate the implementation of the Internal Reorganisation IDEAL Group : IDEAL and its subsidiaries, upon completion of the Internal Reorganisation IDEAL Security(ies) : Collectively, IDEAL Shares and IDEAL Warrants IDEAL Share(s) : Ordinary share(s) in IDEAL IDEAL Warrant(s) : New warrant(s) of IDEAL to be issued under the Warrants Exchange IDEALUBB or Company : Ideal United Bintang Berhad (44676-M) IDEALUBB Group or Group : IDEALUBB and its subsidiaries, collectively IDEALUBB Security(ies) : Collectively, IDEALUBB Shares and IDEALUBB Warrants IDEALUBB Share(s) or Share(s) : Ordinary share(s) in IDEALUBB i
DEFINITIONS (Cont d) IDEALUBB Warrant(s) : Outstanding warrant(s) 2016/2021 of IDEALUBB Internal Reorganisation : The internal reorganisation by way of a members scheme of arrangement under Section 366 of the Act comprising the Securities Exchange, Transfer of Listing and Transfer of Subsidiaries M&A Securities : M&A Securities Sdn Bhd (15017-H) Market Day : Any day on which the stock market of Bursa Securities is open for trading in securities Official List : The list specifying all securities listed on the Main Market of Bursa Securities Record of Depositors : A record of securities holders provided by Bursa Depository under the Rules of Bursa Depository RM and sen : Ringgit Malaysia and sen, respectively Rules of Bursa Depository Rules of Bursa Securities : The rules of Bursa Depository, including any amendment that may be amended from time to time : The rules of Bursa Securities, including any amendment that may be amended from time to time Scheme Agreement : The scheme agreement dated 18 January 2017, entered into between IDEALUBB and IDEAL for the implementation of the Internal Reorganisation and includes any supplemental agreement(s) thereto Scheme of Arrangement : A scheme of arrangement between IDEALUBB and its shareholders and warrant holders under Section 366 of the Act to effect the Internal Reorganisation Supplemental Agreement Scheme : A supplemental scheme agreement dated 2 March 2017 entered into between IDEALUBB and IDEAL to supplement the salient terms of the Scheme Agreement Securities Exchange : Collectively, the Share Exchange and the Warrants Exchange Share Exchange : The exchange of all the existing IDEALUBB Shares with new IDEAL Shares on a one-for-one basis held as at the Entitlement Date SICDA : Securities Industry (Central Depositories) Act 1991 Transfer of Listing : The assumption of the listing status of IDEALUBB by IDEAL and the admission of IDEAL to, and withdrawal of IDEALUBB from, the Official List of Bursa Securities with the listing of and quotation for the new IDEAL Shares and IDEAL Warrants on the Main Market of Bursa Securities Transfer of Subsidiaries : The transfer of IDEALUBB s entire shareholdings in its subsidiaries to IDEAL by way of distribution of assets in specie and a reduction in IDEALUBB s capital under Section 116 or 117 of the Act, or in any manner the parties deem necessary or expedient ii
DEFINITIONS (Cont d) Warrants Exchange : The exchange of all the outstanding IDEALUBB Warrants with new IDEAL Warrants on a one-for-one basis held as at the Entitlement Date References to we, us, our and ourselves are to the Company save where the context otherwise required, include our subsidiaries and references to you or your are to the shareholders and/or warrant holders of IDEALUBB. Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified. Any reference in this Notice to any statutes, rules, regulations or enactment is a reference to that statute, rule, regulation or enactment currently in force and as may be amended from time to time and re-enactment thereof. Any reference to a time of day in this Notice shall be a reference to Malaysian time, unless otherwise specified. iii
TABLE OF CONTENTS 1. INTRODUCTION 1 2 NOTICE OF ENTITLEMENT DATE FOR THE SECURITIES EXCHANGE 2 Page 3. SUSPENSION OF TRADING OF IDEALUBB SECURITIES AND LISTING OF AND QUOTATION FOR THE IDEAL SECURITIES 3 4. PROCEDURES FOR THE SECURITIES EXCHANGE 3 5. DIRECTORS RESPONSIBILITY STATEMENT 4 6. FURTHER INFORMATION 4 iv
IDEAL UNITED BINTANG BERHAD (Company No.: 44676-M) (Incorporated in Malaysia) Directors: Datuk Ooi Kee Liang (Executive Chairman) Datuk Phor Li Wei (Executive Director) Tan Wooi Chuon (Independent & Non-Executive Director) Shahfie Bin Ahmad (Independent & Non-Executive Director) Mohtar Bin Abdullah (Independent & Non-Executive Director) To: The Shareholders of IDEALUBB and Holders of IDEALUBB Warrants Dear Sir/Madam, Registered Office: Suite A, Level 9 Wawasan Open University 54, Jalan Sultan Ahmad Shah 10050 Georgetown Penang 17 August 2017 ENTITLEMENT DATE FOR THE EXCHANGE OF ALL THE IDEALUBB SECURITIES WITH IDEAL SECURITIES, VIA A SCHEME OF ARRANGEMENT UNDER SECTION 366 OF THE ACT, ON A ONE-FOR-ONE BASIS 1. INTRODUCTION On 18 January 2017, M&A Securities had, on behalf of the Board, announced that IDEALUBB entered into the Scheme Agreement with IDEAL to undertake the Internal Reorganisation, which comprise the following: (i) exchange of (a) (b) all existing IDEALUBB Shares with new IDEAL Shares on a one-for-one basis; and all outstanding IDEALUBB Warrants with new IDEAL Warrants on a one-for-one basis; as at the Entitlement Date; (ii) (iii) transfer of IDEALUBB s listing status to IDEAL, followed by the admission of IDEAL to and withdrawal of IDEALUBB from the Official List of Bursa Securities and the listing of and quotation for the new IDEAL Shares and IDEAL Warrants on the Main Market of Bursa Securities; and transfer of IDEALUBB s entire shareholdings in its subsidiaries to IDEAL. Following the Securities Exchange, all of IDEALUBB s shareholdings in United Bintang Machinery Sdn Bhd, Platinum Manifest Sdn Bhd and I-Platinum Sdn Bhd will be transferred to IDEAL. The transfer will be done in the form of a distribution of assets in specie, by way of a 1
reduction in IDEALUBB s capital under Section 116 or Section 117 of the Act or in any manner the parties deem necessary or expedient. The Securities Exchange, Transfer of Listing and Transfer of Subsidiaries are inter-conditional. The Internal Reorganisation is not conditional upon any other corporate proposals of the Company. On 2 March 2017, M&A Securities had, on behalf of the Board, announced that the Company and IDEAL had entered into the Supplemental Scheme Agreement to make certain changes to the Scheme Agreement consequential to the Act which came into effect on 31 January 2017 (except for Section 241 and Division 8 of Part III of the Act). On 11 May 2017, M&A Securities had, on behalf of the Board, announced that Bursa Securities had, vide its letter dated 9 May 2017 granted its approval for the following: (i) (ii) admission of IDEAL to the Official List of Bursa Securities and the listing of and quotation for the enlarged issued share capital of IDEAL of up to 165,702,602 IDEAL Shares and up to 55,234,200 IDEAL Warrants under the Properties sector on the Main Market of Bursa Securities, in place of IDEALUBB; and listing and quotation of up to 55,234,200 new IDEAL Shares to be issued pursuant to the exercise of IDEAL Warrants. The shareholders and warrant holders of IDEALUBB had approved the Scheme of Arrangement and the Internal Reorganisation at the Extraordinary General Meeting of shareholders and Court Convened Meetings of shareholders and warrant holders respectively, all held on 22 June 2017. On 21 July 2017, M&A Securities had, on behalf of the Board, announced that the sanction of the High Court for the Securities Exchange was obtained on 21 July 2017. An office copy of the order of the order of the High Court sanctioning the Scheme of Arrangement will be lodged with the Registrar of Companies in due course. On 16 August 2017, M&A Securities had, on behalf of the Board, announced that the Entitlement Date is at 5.00 p.m. on Wednesday, 30 August 2017. This Notice is intended to provide you with information relating to the suspension of trading of IDEALUBB Securities and the Entitlement Date to facilitate the Securities Exchange. No action is required on your part. 2. NOTICE OF ENTITLEMENT DATE FOR THE SECURITIES EXCHANGE Under the Securities Exchange, you will receive new IDEAL Securities in exchange for your IDEALUBB Securities held as at the Entitlement Date on the following basis: (i) (ii) 1 IDEAL Share For every 1 existing IDEALUBB Share held as at the Entitlement Date; and 1 IDEAL Warrant For every 1 existing IDEALUBB Warrant held as at the Entitlement Date. If your name appears in the relevant Record of Depositors of IDEALUBB at the close of business on Wednesday, 30 August 2017, you shall be entitled to participate in the Securities change and you shall qualify for entitlement only in respect of: (i) those IDEALUBB Securities transferred to your CDS Account on or before 4.00 p.m. on Wednesday, 30 August 2017; and 2
(ii) those IDEALUBB Securities bought on Bursa Securities on a cum-entitlement basis according to the Rules of Bursa Securities. Upon completion of the Securities Exchange, IDEALUBB will undertake the Transfer of Listing, whereby IDEALUBB and the IDEALUBB Securities will be withdrawn from the Official List of Bursa Securities and IDEAL will be admitted to the Official List of Bursa Securities in place of IDEALUBB, with the listing of and quotation for all the IDEAL Securities on the Main Market of Bursa Securities. When Bursa Securities prescribes the IDEAL Securities as prescribed securities pursuant to Section 14(1) of the SICDA, any dealings in IDEAL Securities will be subject to the provisions of the SICDA and the Rules of Bursa Depository. The new IDEAL Shares to be issued pursuant to the Securities Exchange will rank equally in all respects with each other. 3. SUSPENSION OF TRADING OF IDEALUBB SECURITIES AND LISTING OF AND QUOTATION FOR THE IDEAL SECURITIES In order to facilitate the Securities Exchange, the trading of IDEALUBB Securities on the Main Market of Bursa Securities will be suspended from 9.00 a.m. on Thursday, 24 August 2017 being 3 clear Market Days prior to the Entitlement Date. Accordingly, the last day of trading of IDEALUBB Securities on the Main Market of Bursa Securities shall be at 5.00 p.m. on Wednesday, 23 August 2017. The suspension of trading of IDEALUBB Securities will continue until the admission of IDEAL to the Official List of Bursa Securities and the listing of and quotation for the new IDEAL Securities to be issued under the Securities Exchange on the Main Market of Bursa Securities. The IDEAL Securities will be listed and quoted on the Main Market of Bursa Securities upon completion of the Securities Exchange and Transfer of Listing. For information purposes, upon listing on the Main Market of Bursa Securities: (i) the IDEAL Shares will assume the existing stock code of IDEALUBB which is 9687. However, the stock short name of IDEALUBB Shares will be known as IDEAL ; and (ii) the IDEAL Warrants will assume the existing stock code of IDEALUBB Warrants which is 9687WB. However, the stock short name of IDEAL Warrants will be known as IDEAL- WB. 4. PROCEDURES FOR THE SECURITIES EXCHANGE YOU ARE NOT REQUIRED TO TAKE ANY ACTION. As at the Entitlement Date, your IDEALUBB Securities will be exchanged with new IDEAL Securities. All IDEALUBB Securities deposited in your CDS Account as at the Entitlement Date will be debited and the new IDEAL Securities will be credited directly into the same CDS Account of the Entitled Securities Holders in substitution of the IDEALUBB Shares and IDEALUBB Warrants and no physical certificates will be issued. Notices of allotment of the IDEAL Securities will be despatched to the Entitled Securities Holders within 8 Market Days from the Entitlement Date. The allotment and crediting of the IDEAL Securities will also be made within 8 Market Days from the Entitlement Date. If a holder of IDEALUBB Warrants exercises any of its IDEALUBB Warrants not less than 8 Market Days before the Entitlement Date (i.e., latest by 5.00 p.m. on Friday, 18 August 2017) in accordance with the terms of the Deed Poll, IDEALUBB Shares will be issued and allotted to the Exercising Warrant Holder in accordance with the terms of the Deed Poll and on the Entitlement Date, each holder of the new IDEALUBB Shares to issued and allotted shall be an entitled shareholder for the purpose of the Securities Exchange. 3
The existing IDEALUBB Warrants which are not exercised by 5.00 p.m. on Friday, 18 August 2017 will be exchanged with the IDEAL Warrants in the manner as stated in the first paragraph of this section. Holders of IDEAL Warrants may exercise their IDEAL Warrants commencing from the date of listing of the IDEAL Warrants up to 30 March 2021, being the expiry date of the IDEAL Warrants. 5. DIRECTORS RESPONSIBILITY STATEMENT The Directors of IDEALUBB have seen and approved this Notice and they individually and collectively accept full responsibility for the accuracy of the information given and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading. 6. FURTHER INFORMATION All enquiries concerning this Notice should be addressed to the Share Registrar of IDEALUBB, whose contact details are as follows: TRICOR INVESTOR & ISSUING HOUSE SERVICES SDN BHD Unit 32-01, Level 32, Tower A Vertical Business Suite, Avenue 3, Bangsar South No. 8, Jalan Kerinchi 59200 Kuala Lumpur Telephone : 03-2783 9299 Fax : 03-2783 9222 Yours faithfully, For and on behalf of, IDEAL UNITED BINTANG BERHAD DATUK OOI KEE LIANG Executive Chairman 4