THIS NOTICE 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, accountant or other independent 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 for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. TALIWORKS CORPORATION BERHAD (Company No. 6052-V) (Incorporated in Malaysia) NOTICE TO WARRANT HOLDERS in relation to the EXPIRY AND LAST DATE FOR THE EXERCISE OF WARRANTS 2005/2010 STOCK NAME : TALIWRK-WA STOCK CODE : 8524WA IMPORTANT RELEVANT DATES Last date and time for trading of Warrants 2005/2010 : Wednesday, 1 September 2010 at 5.00 p.m. Date and time of suspension of trading of Warrants 2005/2010 : Thursday, 2 September 2010 at 9.00 a.m. Last date and time for exercise of Warrants 2005/2010 : Tuesday, 21 September 2010 at 5.00 p.m. Date and time of expiry of Warrants 2005/2010 : Tuesday, 21 September 2010 at 5.00 p.m. Removal of Warrants 2005/2010 from the Official List of Bursa Malaysia Securities Berhad : Wednesday, 22 September 2010 at 9.00 a.m. This Notice is dated 20 August 2010
DEFINITIONS Unless the context otherwise requires, the following shall have the following meanings throughout this Notice:- Board : Board of Directors Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CDS : Central Depository System Deed Poll : The deed poll executed by Taliworks on 15 July 2005 to constitute the Warrants and to govern the rights of holders of the Warrants Exercise Price : Ringgit Malaysia One and Sen twenty seven (RM1.27) only payable in respect of each new Taliworks Share to which a Warrant Holder will be entitled to subscribe upon exercise of the Exercise Rights Exercise Rights : The rights of a Warrant Holder to subscribe for one (1) new Taliworks Share for each Warrant at the Exercise Price and upon the terms of and subject to the conditions of the Deed Poll Expiry Date : Tuesday, 21 September 2010 Notice : Notice to Warrants Holders of Taliworks in relation to the expiry and final exercise of Warrants dated 20 August 2010 Taliworks or the Company : Taliworks Corporation Berhad (6052-V) Taliworks Share(s) : Ordinary share(s) of RM0.50 each in Taliworks Warrants : Taliworks existing warrants issued on 22 September 2005 pursuant to the terms and conditions of the Deed Poll and will be expiring on 21 September 2010 Warrant Holders : Holder(s) of Warrants 2005/2010 i
CONTENTS NOTICE TO THE WARRANT HOLDERS OF TALIWORKS PAGE 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING 2 2. EXERCISE PRICE AND PAYMENT OF EXERCISE PRICE 2 3. EXERCISE OF EXERCISE RIGHTS 2 4. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS 3 5. EXPIRY OF WARRANTS 3 6. CONTACT DETAILS FOR ENQUIRIES 3 7. DIRECTORS RESPONSIBILITY STATEMENT 3 EXERCISE FORM FOR WARRANTS Enclosed ii
TALIWORKS CORPORATION BERHAD (Company No. 6052-V) (Incorporated in Malaysia) Registered Office:- Unit 07-02, Level 7, Menara Luxor 6B Persiaran Tropicana 47410 Petaling Jaya Selangor Darul Ehsan 20 August 2010 Board of Directors:- YBhg Dato Hj Abd. Karim bin Munisar (Chairman, Non-Independent and Non-Executive Director) YBhg Dato Lim Chee Meng (Executive Deputy Chairman) Mr Lim Yew Boon (Executive Director) YBhg Dato Hj Mohd Sinon bin Mudakir (Senior Independent Non-Executive Director) YAM Tengku Putri Datin Paduka Hajjah Arafiah bte Al-Marhum Sultan Salahuddin Abd. Aziz Shah Al-Haj (Independent Non-Executive Director) YBhg Dato Hj Abdul Karim @ Mohd Yusof B. Abdul Rahman (Independent Non-Executive Director) Encik Sulaiman bin Salleh (Independent Non-Executive Director) YBhg Dato Wan Puteh bin Wan Mohd Saman (Non-Independent Non-Executive Director) Mr Wong Yien Kim (Non-Independent Non-Executive Director) To: The Warrant Holders of Taliworks Corporation Berhad Dear Sir/Madam, NOTICE TO WARRANT HOLDERS IN RELATION TO THE EXPIRY AND LAST DATE FOR THE EXERCISE OF THE WARRANTS 2005/2010 NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions as stipulated in the Deed Poll dated 15 July 2005, the Exercise Rights of the Warrants will expire at 5.00 p.m. on Tuesday, 21 September 2010 ( Expiry Date ). As such, holders of Warrants intending to exercise their Warrants are advised to deliver the documents referred to in Section 3(ii) of this Notice to the Share Registrar of Taliworks not later than 5.00 p.m. on the Expiry Date. The total number of Warrants as at 13 August 2010, being the latest practicable date prior to the printing of this Notice, is 68,633,720. Warrants not exercised by 5.00 p.m. on the Expiry Date will lapse and become null and void and ceases to be exercisable thereafter. Accordingly, the Warrants will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Wednesday, 22 September 2010. 1
Holders of Warrants are therefore advised to carefully read the procedures set out below:- 1. SUSPENSION OF TRADING AND LAST DATE FOR TRADING To facilitate the exercise of the Exercise Rights of the Warrants, the trading of the Warrants on Bursa Securities will be suspended with effect from 9.00 a.m. on Thursday, 2 September 2010 until the Expiry Date. Hence, the last trading day of the Warrants will be up to 5.00 p.m. on Wednesday, 1 September 2010. 2. EXERCISE PRICE AND PAYMENT OF EXERCISE PRICE The Exercise Price of the Warrants is RM1.27 for each new Taliworks Share. Accordingly, if you subscribe for 100 new Taliworks Shares, the Exercise Price shall be RM127.00. The Exercise Price of RM1.27 for each new Taliworks Share is to be made 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 out in favour of TALIWORKS WARRANTS A/C and crossed A/C Payee Only and endorsed on the reverse side with the name and address, NRIC/passport number/company registration number and CDS Account number of the Warrant Holders. 3. EXERCISE OF EXERCISE RIGHTS If you are a Warrant Holder and wish to exercise your Exercise Rights, you should:- (i) (ii) Complete and execute the Exercise Form, a copy of which is attached to this Notice. Additional copies of the Exercise Form can be obtained from the Share Registrar of Taliworks, Symphony Share Registrars Sdn Bhd of Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan; and Deliver and reach the Share Registrar of Taliworks the following documents and remittances not later than 5.00 p.m. on the Expiry Date:- (a) (b) (c) the Exercise Form duly completed and executed by you; remittance for the full Exercise Price as mentioned in Section 2 above; and remittance of a processing fee of RM10.00 per CDS Account, payable by cash or a banker s draft, cashier s order, a money order or postal order made out in favour of Symphony Share Registrars Sdn Bhd. In respect of the new Taliworks Shares to be issued to Warrant Holders pursuant to the exercise of the Warrants:- (a) (b) (c) the Company shall allot and issue the new Taliworks Shares, despatch the notices of allotment to the holders of Warrants and make an application to Bursa Securities for the quotation of the new Taliworks Shares within eight (8) market days of the receipt of a duly completed Exercise Form together with the requisite payment or such other period as may be prescribed by Bursa Securities; such new Taliworks Shares shall be credited into the CDS Account specified by the holders of the Warrants after the allotment of the new Taliworks Shares. No physical share certificates shall be issued; and such new Taliworks Shares shall rank pari passu in all respects with the existing ordinary shares in the capital of the Company except that they shall not rank for any dividends, rights, allotment and/or distributions on the entitlement date of which is on or before the date of allotment of such new Taliworks Shares. 2
4. BOOK CLOSURE DATE IN RELATION TO THE WARRANTS FURTHER NOTICE IS HEREBY GIVEN THAT in relation to the Warrants:- (a) (b) Bursa Depository will not be accepting any request for the transfer of Warrants for the period commencing 4.00 p.m. on Monday, 13 September 2010 up to the Expiry Date. Warrant Holders will qualify for entitlement to subscribe for new Taliworks Shares in respect of the following:- (i) Warrants transferred into the Depositor s CDS Account before 4.00 p.m. on Monday, 13 September 2010 in respect of ordinary transfer; and (ii) Warrants bought on Bursa Securities on or before Wednesday, 1 September 2010, being the last day of trading of the Warrants. 5. EXPIRY OF WARRANTS Warrant Holders should note that:- (i) (ii) If their Exercise Rights are not exercised and the relevant Exercise Form together with remittances are not delivered to the Company s Share Registrar by 5.00 p.m. on the Expiry Date, the Exercise Rights will lapse and become null and void and cease to be exercisable thereafter; and All unexercised Warrants remaining in a Depositor s CDS Account as at the Expiry Date will be debited from the respective Depositor s CDS Account on Wednesday, 22 September 2010. 6. CONTACT DETAILS FOR ENQUIRIES All enquiries concerning the above should be addressed to the Share Registrar of Taliworks at:- Symphony Share Registrars Sdn Bhd Level 6, Symphony House Pusat Dagangan Dana 1, Jalan PJU 1A/46 47301 Petaling Jaya, Selangor Darul Ehsan Tel: 603-7841 8000, Fax: 603-7841 8151 7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Directors of Taliworks 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 facts the omission of which would make any statement herein misleading. Yours faithfully For and on behalf of the Board of TALIWORKS CORPORATION BERHAD LIM YEW BOON Executive Director Kuala Lumpur 20 August 2010 3
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Exercise Form For Warrants EXERCISE FORM (To be executed and lodged with the Registrar to exercise the Exercise Rights) EXPIRY DATE EXERCISE PERIOD 21 September 2010 5 Years To: The Registrar of Taliworks Corporation Berhad (Company No. 6052-V) Symphony Share Registrars Sdn Bhd Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya. I/We, the undersigned, the registered holder of the Warrants - NAME * OLD IDENTITY CARD NO/PASSPORT NO/ARMED FORCES IDENTITY CARD NO/POLICE PERSONNEL IDENTITY CARD NO/COMPANY REGISTRATION NO * NEW IDENTITY CARD NO (IN THE CASE OF AN INDIVIDUAL) * CORRESPONDENCE ADDRESS * CONTACT NUMBERS OFFICE NUMBER: HOUSE NUMBER: FAX NUMBER: (a) (b) (c) (d) hereby confirm and declare that all information provided by me/us herein are true and correct; hereby confirm and declare that the information indicated with an asterisk * above is identical with the information in the records of Bursa Malaysia Depository Sdn Bhd ( Bursa Depository ) with regard to my/our account(s) with Bursa Depository ( CDS account(s) ) and further agree and confirm that in the event the information aforesaid differs from the information in Bursa Depository s records as mentioned earlier, the exercise of my/our rights hereunder may be rejected; hereby irrevocably elect, upon and subject to the provisions of the Deed Poll dated 15 July 2005 executed by the Company ( Deed Poll ) to exercise the Exercise Rights represented by the Warrants in my/our CDS account(s) specified below, and to subscribe for such number of new ordinary shares in the Company ( Shares ) specified below at the Exercise Price, and agree to accept such new Shares subject to the terms of the Memorandum and Articles of Association of the Company; hereby authorise you to instruct Bursa Depository to debit the quantity(ies) of Warrants specified below from my/our CDS account(s) in the exercise of my/our rights as specified below in accordance with the provisions of the Deed Poll:
Source account for debiting Warrants CDS ACCOUNT NUMBER, ADA AND BRANCH CODE/ACCOUNT NUMBER Quantity (e) (f) hereby confirm the Warrants specified above intended for the exercise of rights are or have been designated as free securities in my/our CDS account(s) in accordance with the Rules of Bursa Depository and further declare that if this declaration is untrue, the exercise of my/our rights hereunder may be rejected; where I/we am/are entitled to receive new Shares upon the exercise of my/our rights herein, I/we hereby authorise you to instruct Bursa Depository to credit the quantity(ies) of new Shares specified below into my/our CDS account stated below and for the notice of allotment to be despatched to me/us at my/our risk to the correspondence address mentioned herein: Target account for crediting new Shares CDS ACCOUNT NUMBER, ADA AND BRANCH CODE/ACCOUNT NUMBER Quantity Note: Warrant Holders shall not be allowed to instruct for new Shares to be credited into any CDS account(s) other than one of those from which the Warrants are to be debited. (g) (h) (i) (j) hereby confirm that after the submission of this form to the Company, I/we will not dispose, transfer or charge the Warrants intended for exercise of rights herein, until the exercise is completed by debiting the Warrants from my/our CDS account(s) or the exercise is rejected by the Company, whichever is applicable; hereby make payment in full for such new Shares at the Exercise Price of RM1.27 per new Share, subject to adjustments in accordance with Condition 3 of the Conditions of the Deed Poll and together with any other payments required under the Securities Industry (Central Depositories) Act 1991 and the Rules of Bursa Depository and the Deed Poll, by banker s draft or cashier s order drawn on a bank operating in Kuala Lumpur, Malaysia or a money order or postal order issued by a post office in Kuala Lumpur, Malaysia in favour of TALIWORKS WARRANTS A/C crossed A/C Payee Only amounting to RM endorsed on the reverse side with my/our name and address in block letters; hereby enclose a legible photocopy of: (i) (in the case where the Warrant Holder is an individual) my identity card; and (ii) (in the case where the Warrant Holder is a corporation) our certificate of incorporation; and hereby undertake to fully indemnify and keep the Company and Registrar indemnified against any claims, loss, damage, liability, cost or expense (including legal cost) that may be suffered or incurred by the Company and/or Registrar as a result of the Company and/or Registrar acting in accordance with my/our authorisations and confirmations herein or from any breach of my/our undertaking herein. Dated If Warrant Holder is an individual Signature of Warrant Holder If Warrant Holder is a corporation/society The common seal of Warrant Holder ) was hereto affixed in the presence of:- ) Director Name: Director/Secretary Name:
Notes: 1. No script will be issued to the Warrant Holder as a result of any exercise of rights herein. 2. In exercising the Exercise Rights represented by the above Warrants, compliance must be made with any exchange control or other statutory requirements for the time being applicable. 3. A corporation completing this Exercise Form is required to affix its Common Seal in accordance with its memorandum and articles of association, a copy of which must be lodged with the Registrar. 4. The terms and expressions used in this Exercise Form (unless otherwise defined in this Exercise Form) will have the same meanings and interpretation as defined in the Deed Poll. 5. Subject to the Conditions, the Exercise Rights can be exercised by the Warrant Holders at any time during the period commencing on and including the date of issue of the Warrants and expiring on the close of business at 5.00pm in Malaysia on the Expiry Date. Any Exercise Right which has not been exercised at the close of business at 5.00pm in Malaysia on the Expiry Date will lapse and every Warrant will cease thereafter to be valid for any purpose. 6. All information given above must be the same as the information in the records of Bursa Depository. 7. Joint holders are not recognised by the Company. 8. A processing fee of RM10.00 for the debiting of Warrants from and crediting of new Shares to the Securities Account of the exercising Warrant Holder is payable to the Registrar. Attention The attention of Warrant Holders is drawn to Rule 6 of the Malaysian Code on Take-Overs and Mergers 1998 and Section 33A of the Securities Commission Act 1993 as amended or replaced from time to time. In general terms, these provisions regulate the acquisition of effective control of public companies. Warrant Holders should consider the implications of these provisions before they exercise their respective Exercise Rights. In particular, a Warrant Holder should note that it/he may be under an obligation to extend a take-over offer of the Company if (a) it/he intends to acquire, by exercise of Exercise Rights represented by the Warrants, whether at one (1) time or different times, new Shares which (together with shares owned or acquired by it/him or persons acting in concert with it/him) carry more than thirty three per cent (33%) of voting rights of the Company; or (b) it/he, together with persons acting in concert with it/him, holds more than thirty three per cent (33%) but less than fifty per cent (50%) of the voting rights of the Company, and either alone or together with persons acting in concert with it/him, intends to acquire additional new Shares by the exercise of the Warrants or otherwise in any period of six (6) months, additional Shares increasing such percentage of the voting rights by more than two percent (2%).