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 or other professional advisers immediately. The Securities Commission Malaysia ( SC ) has approved the Proposals (as defined herein). The approval of the SC should not be taken to indicate that the SC recommends the Proposals or assumes responsibility for the correctness of any statement made or opinion or report expressed in this Circular. The SC has not, in any way, considered the merits of the Proposals being tabled for Shareholders' approval. The SC is not liable for any non-disclosure on the part of the issuer and takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness, and expressly disclaims any liability for any loss you may suffer arising from or in reliance upon the whole or any part of the contents of this Circular. Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Circular, 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 Circular. DAGANG NeXCHANGE BERHAD (Company No. 10039-P) (Incorporated in Malaysia under the Companies Act, 1965) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: (A) (B) (C) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF 465,146,809 NEW ORDINARY SHARES OF RM0.20 EACH IN DAGANG NeXCHANGE BERHAD ( DNeX OR THE COMPANY ) ( SHARE(S) OR DNeX SHARE(S) ) ( RIGHTS SHARE(S) ) TOGETHER WITH 465,146,809 NEW FREE DETACHABLE WARRANTS ( WARRANT(S) ) AT AN ISSUE PRICE OF RM0.21 PER RIGHTS SHARE ON THE BASIS OF THREE (3) RIGHTS SHARES TOGETHER WITH THREE (3) WARRANTS FOR EVERY FIVE (5) EXISTING DNeX SHARES HELD AS AT AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED RIGHTS ISSUE ); PROPOSED SPECIAL ISSUE OF 130,000,000 SHARES ( SPECIAL ISSUE SHARE(S) ) TOGETHER WITH 65,000,000 WARRANTS ON THE BASIS OF ONE (1) WARRANT FOR EVERY TWO (2) SPECIAL ISSUE SHARES AT AN ISSUE PRICE OF RM0.22 PER SPECIAL ISSUE SHARE ( PROPOSED SPECIAL ISSUE ); PROPOSED ACQUISITIONS OF THE FOLLOWING ( PROPOSED ACQUISITIONS ):- (A) (B) 500,000 ORDINARY SHARES OF RM1.00 EACH IN OGPC SDN BHD ( OGPC ), REPRESENTING 100% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OGPC FOR A PURCHASE CONSIDERATION OF RM164,636,700 TO BE SATISFIED BY PARTIAL CASH CONSIDERATION OF RM80,381,448 AND THE REMAINING RM84,255,252 VIA ISSUANCE OF 351,063,550 NEW DNeX SHARES WITH 175,531,775 WARRANTS AT AN ISSUE PRICE OF RM0.24 PER SHARE ON THE BASIS OF ONE (1) WARRANT FOR EVERY TWO (2) NEW DNeX SHARES ISSUED; AND 520,000 ORDINARY SHARES OF RM1.00 EACH IN OGPC O&G SDN BHD ( OGPCOG ), REPRESENTING 52.0% OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OGPCOG, A 48.0%-OWNED ASSOCIATE COMPANY OF OGPC, FOR A PURCHASE CONSIDERATION OF RM5,363,300 TO BE SATISFIED BY PARTIAL CASH CONSIDERATION OF RM2,618,552 AND THE REMAINING RM2,744,748 VIA ISSUANCE OF 11,436,450 NEW DNeX SHARES WITH 5,718,225 WARRANTS AT AN ISSUE PRICE OF RM0.24 PER SHARE ON THE BASIS OF ONE (1) WARRANT FOR EVERY TWO (2) NEW DNeX SHARES ISSUED, (D) PROPOSED ESTABLISHMENT OF AN EMPLOYEE'S SHARE OPTION SCHEME ("ESOS") OF UP TO FIVE PERCENT (5%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF DNeX ( PROPOSED ESOS ); (COLLECTIVELY REFERRED TO AS THE PROPOSALS ); AND NOTICE OF EXTRAORDINARY GENERAL MEETING Principal Adviser AmInvestment Bank Berhad (Company No. 23742-V) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of Extraordinary General Meeting ( EGM ) of the Company in respect of the Proposals and the Form of Proxy are enclosed in this Circular. The EGM will be held as follows:- Date and time of the EGM Venue of the EGM : Wednesday, 27 January 2016 at 10.00 a.m., or at any adjournment thereof : Ballroom 1, 1 st Floor, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur If you decide to appoint a proxy or proxies for the EGM, you must complete, sign and return the enclosed Form of Proxy and lodge it with the Share Registrar of the Company, Mega Corporate Services Sdn Bhd at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not later than the date and time indicated below. The completion and lodging of the Form of Proxy 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 Form of Proxy : Tuesday, 26 January 2016 at 10.00 a.m. This Circular is is dated 12 12 January 2016 2016
APPENDIX I(A) BACKGROUND INFORMATION OF THE OGPC GROUP (CONT D) 7. Approvals, major licences and permit OGPC holds major licences and permits as follows:- No. Licence /Reference No. Licencee Subject matter/description Validity General and special conditions 1 300347-H PETRONAS Licences to carry out procurement of material and services. From 10 August 2015 to 9 August 2018* The general conditions are, among others: 1. OGPC is required to register, obtain a licence, permit or authorisation from the relevant authority to carry out the services or supply of product or material used in company s operation and activities. 2. The licence is not transferable to any company/other party. 3. OGPC shall inform PETRONAS on any changes related to company s position such as equity ownership, board of Directors and management staff within fourteen (14) days. Failure to do so can result in the licence being revoked. 4. The licence is only valid for services and supply of products as stated in the appendix of the PETRONAS licence certificate. 5. OGPC is not allowed to take another company as principal, agent, sub-contractor or otherwise to provide any service or supply of any facility, fittings or equipment on its behalf without prior written consent from PETRONAS. 6. The licence may be revoked, suspended or blacklisted at any time if any of the conditions specified in the licence and registration and any other conditions set in PETRONAS Licence and Registration General Guidelines are not fulfilled. Special conditions: 1. Copy of the agency agreement from principal Exterran Energy Solutions LP submitted does not follow the format set by PETRONAS whereby the territory does not cover at least Malaysia oil and gas industry. To submit the complete documents before 30 September 2015, failing which, OGPC will no longer be listed in the PETRONAS List of Licenced / Registered Companies (LLRC) for the relevant standardised work and equipment categories (SWEC). 67