THIS INFORMATION CIRCULAR IS FOR THE INFORMATION OF THE WARRANT HOLDERS ONLY. NO ACTION IS REQUIRED TO BE TAKEN. If you have sold all your warrants in Gamuda Berhad, please hand this Circular to the agent through whom the sale was contracted for onward transmission to the purchaser. KUALA LUMPUR STOCK EXCHANGE 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. GAMUDA BERHAD (Company No.: 29579-T) (Incorporated in Malaysia) INFORMATION CIRCULAR TO WARRANT HOLDERS in relation to The adjustments made to the subscription price and the number of outstanding Warrants 1996/2006 pursuant to the bonus issue of 322,213,836 new ordinary shares of RM1.00 each credited as fully paid-up on the basis of one (1) new ordinary share for every one (1) existing ordinary share held in Gamuda Berhad on 29 February 2000 This Circular is dated 24 April 2000
DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Adjustments : Adjustments made to the subscription price and the number of outstanding Warrants 1996/2006 as specified in the Deed Polls pursuant to the Bonus Issue Bonus Issue : Bonus issue of 322,213,836 new Shares on the basis of one (1) new Share for every one (1) existing Share held in Gamuda on 29 February 2000 CDS : Central Depository System Deed Polls : The deed poll dated 23 December 1996 and the first, second and third supplemental deed polls dated 23 May 1997, 2 August 1999 and 24 February 2000 respectively, constituting the Warrants 1996/2006 Gamuda / Company : Gamuda Berhad RHB Sakura : RHB Sakura Merchant Bankers Berhad RM and sen : Ringgit Malaysia and sen, respectively Share(s) : Ordinary share(s) of RM1.00 each in Gamuda Warrants 1996/2006 : The warrants 1996/2006 which were issued by Gamuda on 30 December 1996 and which shall lapse on 29 December 2006. Warrant Holders : Holders of Warrants 1996/2006 i
CONTENTS Page Letter to Warrant Holders containing:- 1. Introduction...1 2. Entitlement of Warrant Holders...2 3. Rationale for the Adjustments...2 4. Adjustments to Warrants 1996/2006...2 5. Effective date of Adjustments...3 6. Terms of additional Warrants 1996/2006...3 7. Documents available for inspection...3 8. Directors Responsibility Statement...3 ii
GAMUDA BERHAD (Company No.: 29579-T) (Incorporated in Malaysia) Registered Office:- No. 55-61 Jalan SS22/23 Damansara Jaya 47400 Petaling Jaya Selangor Darul Ehsan Malaysia 24 April 2000 Directors :- Y. Bhg. Tan Sri Dato Ir Talha bin Haji Mohd Hashim (Chairman) Y. Bhg. Dato Lin Yun Ling (Managing Director) Y.A.M. Raja Dato Seri Eleena Azlan Shah Chan Kuan Nam @ Chan Yong Foo Heng Teng Kuang Y. Bhg. Dato Kamarul Zaman bin Mohd Ali Goon Heng Wah Ng Kee Leen Ha Tiing Tai Wong Chin Yen Saw Wah Theng To: The Warrant Holders of Gamuda Berhad Dear Sir/Madam, The adjustments made to the subscription price and number of outstanding Warrants 1996/2006 pursuant to the bonus issue of 322,213,836 new ordinary shares of RM1.00 each credited as fully paid-up on the basis of one (1) new ordinary share for every one (1) existing ordinary share held in Gamuda Berhad on 29 February 2000 1. INTRODUCTION On 30 September 1999, your Board of Directors announced a proposed bonus issue of up to 371,153,973 new Shares on the basis of one (1) new Share for every one (1) existing Share held in the Company on a date to be determined ( Proposed Bonus Issue ). Subsequently, on the 26 January 2000, your Board of Directors announced that the books closure date for the Proposed Bonus Issue shall be 29 February 2000. As such, Warrant Holders of the Company whose names appeared in the Record of Depositors at 5.00 p.m. on 29 February 2000 ( Books Closure Date ) were entitled to new Warrants 1996/2006 pursuant to the Proposed Bonus Issue. The purpose of this Information Circular is to provide you with the relevant information on the effects of the Adjustments pursuant to Condition 4 of the Second Schedule of the Deed Polls. 1
2. ENTITLEMENT OF WARRANT HOLDERS As at the Books Closure Date, there were in issue 38,325,321 Warrants 1996/2006 which entitle the holders of such Warrants 1996/2006 to subscribe for new Shares on the basis of one (1) Share for every one (1) existing Warrant 1996/2006 held at a subscription price of RM8.60 per Warrant 1996/2006. Condition 4 of the Second Schedule of the Deed Polls stipulates that adjustments are required to be made to the subscription price and number of outstanding Warrants 1996/2006 in the event of an issue by the Company of shares to shareholders credited as fully paid by way of capitalisation of profits or reserves. 3. RATIONALE FOR THE ADJUSTMENTS The Adjustments have been made in accordance with the provisions of the Deed Polls constituting the Warrants 1996/2006 and to mitigate equity dilution such that the status of the Warrant Holders would not be prejudiced after the Bonus Issue. The rights and obligations of each Warrant Holder remains unchanged. 4. ADJUSTMENTS TO WARRANTS 1996/2006 The adjustments set out below are based on the 38,325,321 outstanding Warrants 1996/2006 as at the Books Closure Date. The Adjustments have been made in accordance with the provisions under Condition 4 of the Second Schedule of the Deed Polls. The subscription price and number of outstanding Warrants 1996/2006 have been adjusted in the manner set out below:- Adjusted subscription price = Number of Warrants 1996/2006 existing after Adjustment = where: A A + B A + B A x X x T A = the aggregate number of issued and fully paid-up Shares immediately before the Bonus Issue = 322,213,836 B = the aggregate number of Shares to be issued pursuant to the Bonus Issue = 322,213,836 X = the subscription price in force immediately before the Bonus Issue = RM8.60 T = the existing number of Warrants 1996/2006 in issue before the Bonus Issue. = 38,325,321 Applying the formulae above, the revised subscription price and number of outstanding Warrants 1996/2006 after the Adjustments are as follows:- Adjusted subscription price = 322,213,836 322,213,836 + 322,213,836 = RM4.30 x RM8.60 Number of Warrants 1996/2006 existing after Adjustment = 322,213,836 + 322,213,836 322,213,836 x 38,325,321 = 76,650,642 Pursuant to the Company s Bonus Issue, each Warrant Holder is therefore entitled to one (1) additional Warrant 1996/2006 for every one (1) existing Warrant 1996/2006 held as at the Books Closure Date. 2
Subsequent to the Adjustments, the Warrants 1996/2006 will entitle the Warrant Holders to subscribe for new Shares on the basis of one (1) new Share for every one (1) new Warrant 1996/2006 at a subscription price of RM4.30 per Warrant 1996/2006. 5. EFFECTIVE DATE OF ADJUSTMENTS The Adjustments were effective from 1 March 2000, being the market day immediately following the Books Closure Date. 6. TERMS OF ADDITIONAL WARRANTS 1996/2006 The new Warrants 1996/2006 arising from the Adjustments rank pari passu in all respects with the existing Warrants 1996/2006 in issue. All the new Shares to be issued pursuant to the exercise of the new Warrants 1996/2006 shall, upon allotment and issue, rank pari passu in all respects with the existing Shares in issue save that they shall not be entitled to any rights, dividends, allotments or other distributions for which the entitlement date precedes the date of allotment of the said Shares. As the Warrants 1996/2006 are prescribed securities, the new Warrants 1996/2006 issued pursuant to the Adjustments have been credited directly into the respective CDS Accounts of the entitled Warrant Holders and no physical warrant certificates have been issued. As the Shares are prescribed securities, the new Shares to be issued pursuant to the exercise of the new Warrants 1996/2006 will be credited directly into the respective CDS Accounts of the entitled shareholders and no physical share certificate will be issued. The new Shares will be allotted to the entitled shareholders and a notice of allotment will be despatched to the entitled shareholders within twenty (20) market days from the date of allotment. 7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be available for inspection at the Company s Registered Office at No. 55-61, Jalan SS22/23, Damansara Jaya, 47400 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal business hours for a period of six (6) months from the date of this Information Circular:- (i) (ii) the Deed Polls; and a copy of the certificate from the auditors of Gamuda certifying the Adjustments. 8. DIRECTOR S RESPONSIBILITY STATEMENT This Information Circular has been seen and approved by the Directors of Gamuda who individually and collectively accept full responsibility for the accuracy of the information given in this Information Circular and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no material facts the omission of which would make any statement herein misleading. Yours faithfully For and on behalf of the Board of Directors GAMUDA BERHAD Y. Bhg. Tan Sri Dato Ir Talha bin Haji Mohd Hashim Chairman 3