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 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. SYF RESOURCES BERHAD (364372-H) (Incorporated in Malaysia) NOTICE TO THE HOLDERS OF WARRANTS in relation to THE EXPIRY AND LAST DATE TO EXERCISE THE WARRANTS (STOCK NAME: SYF-WA) (STOCK CODE: 7082WA) IMPORTANT RELEVANT DATES Last date and time for trading of Warrants Date and time of suspension of trading of Warrants Last date and time for exercise of Warrants : Wednesday, 11 September 2013 at 5.00 p.m. : Thursday, 12 September 2013 at 9.00 a.m. : Monday, 30 September 2013 not later than 5.00 p.m. Date and time of delisting of Warrants : Tuesday, 1 October 2013 not later than 9.00 a.m. This Notice is dated 15 August 2013
DEFINITIONS In this Notice, unless the context otherwise requires, the following words and abbreviations shall apply throughout this Notice and shall have the following meanings: Board / Directors : Board of Directors of SYF Bursa Depository Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) CDS : Central Depository System Deed Poll : Deed Poll dated 1 August 2003 constituting the Warrants Depositor : Holder of a Securities Account Exercise Form : Form for Warrant Holders to carry out their Exercise Rights Exercise Period : The period commencing on and including the issue date of issuance of the Warrants and expiring on the Expiry Date Exercise Price : RM0.98 for each new SYF Share (The exercise price was adjusted consequent to the renounceable rights issue of up to 107,967,203 new SYF shares with effect from 27 September 2011) Exercise Rights : Rights conferred on a holder of the Warrants to subscribe for one (1) new SYF Share for each Warrant held at the Exercise Price, upon the terms of and subject to the conditions of the Warrants as set out in the Third Schedule of the Deed Poll Expiry Date : Expiry date of the Warrants which initially falls on a non- Market Day, 29 September 2013 (Sunday), shall then be changed to 30 September 2013 (Monday) at 5.00 p.m. in accordance with the Deed Poll. Issue Date : 30 September 2003 Registrar : Share Registrar of SYF, namely Tricor Investor Services Sdn Bhd (118401-V) RM and sen : Ringgit Malaysia and sen, respectively Market Days : A day (excluding Saturdays, Sundays and public holidays) on which banks are open for banking business in Kuala Lumpur. Notice : This Notice to Warrant Holders dated 15 August 2013 in relation to the expiry and last date to exercise the Warrants
Securities Account : An account established by Bursa Depository for a Depositor for the recording of deposit of securities and for dealing in such securities by the Depositor SYF or Company : SYF Resources Berhad (364372-H) SYF Share or Share : Ordinary shares of RM0.25 each Warrants : The outstanding ten (10) years warrants 2003/2013 constituted by the Deed Poll and expiring on 30 September 2013 Warrant Holders : Depositors whose names appear in the Record of Depositors as holders of the Warrants Words importing the singular shall, where applicable, include the plural and vice versa, and words importing the masculine gender shall, where applicable, include the feminine and neuter genders. Words importing persons include corporations. Any reference to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Act and used in this circular shall have the meaning assigned to it under the Act. Any reference to a time of day shall be a reference to Malaysian time. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
CONTENTS Page Notice to Warrant Holders 1-2 1. Suspension of Trading and Last Day for Trading 2 2. Exercise Price 2 3. Payment of Exercise Price 2 4. Exercise of the Warrants 2-3 5. Book Closure Date in relation to the Expiry and Final Exercise of the Warrants 3 6. Expiry of the Warrants 4 7. ponsibility Statement 4 8. Contact Details for Enquiries 4 Exercise Form for the Warrants Enclosed THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
SYF RESOURCES BERHAD (364372-H) (Incorporated in Malaysia) Registered Office: Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur 15 August 2013 Board of Directors:- Ng Ah Chai (Executive Chairman & Chief Executive Officer) Tan Sri Hii Chii Kok @ Hii Chee Kok (Non-Independent Non-Executive Director) (Executive Director) Dr. Roslan bin A. Ghaffar (Independent Non-Executive Director) Datuk Mohamed Arsad bin Sehan (Independent Non-Executive Director) Foo Lee Khean (Independent Non-Executive Director) Cheong Yee Kiong (Executive Director) To: Warrant Holders of the Company Dear Sir/Madam, NOTICE OF EXPIRY AND LAST DATE FOR EXERCISE OF THE WARRANTS NOTICE IS HEREBY GIVEN THAT pursuant to the terms and conditions as stipulated in the Deed Poll, the Exercise Rights of Warrants will expire on Monday, 30 September 2013 at 5.00 p.m. Unless the context otherwise requires or unless otherwise defined in this Notice, words and expressions defined in the Deed Poll shall have the same meanings when used in this Notice. Warrant Holders who intend to exercise the Warrants are advised to submit the documents as referred to in Section 4.1.2 herein to the Registrar of SYF not later than 5.00 p.m. on the Expiry Date. Warrant Holders should note that the Warrants which are not exercised by the Expiry Date will lapse and become NULL and VOID and cease to be valid after the Expiry Date. Accordingly, the Warrants will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. on Tuesday, 1 October 2013. -1-
As at 12 August 2013 (being the latest practicable date prior to the printing of this Notice), the total number of unexercised Warrants is 35,358,171. Pursuant to Clause 12 of the Deed Poll, SYF is required to notify the Warrant Holders of the expiry of the Warrants at least thirty (30) Market Days prior to the Expiry Date. WARRANT HOLDERS ARE ADVISED TO EXERCISE CAUTION WHEN DEALING IN THE WARRANTS Warrant Holders are advised to note carefully the procedures set out below:- 1. SUSPENSION OF TRADING AND LAST DAY FOR TRADING To facilitate the exercise of subscription rights of the Warrants, trading of the Warrants on Bursa Securities will be suspended with effect from 9.00 a.m. on Thursday, 12 September 2013 until the Expiry Date. Hence, the last day and time for trading of the Warrants will be at 5.00 p.m. on Wednesday, 11 September 2013. 2. EXERCISE PRICE The Exercise Price of the Warrants is RM0.98 for each new SYF Share. As such, if you exercise your rights over 100 Warrants for the subscription of 100 new SYF Shares, the remittance of the full Exercise Price shall be RM98.00 i.e. at RM0.98 per SYF Share. 3. PAYMENT OF EXERCISE PRICE Payment must be made in full for the Exercise Price, payable in RM via a bank Money Order or Postal Order issued by a Post Office in Malaysia, made in favour of SRB crossed address, Identity Card/Passport/Company Registration Number and CDS Account(s) Number. 4. EXERCISE OF THE WARRANTS 4.1 If you are a Warrant Holder and wish to carry out your Exercise Rights, you should BEFORE 5.00 p.m. on the Expiry Date:- 4.1.1 Complete and sign the enclosed Exercise Form. Additional copies of the Exercise Form can be obtained from the Registrar of SYF, namely Tricor Investor Services Sdn Bhd at Level 17, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur. 4.1.2 Deliver to the Registrar of SYF, the following documents:- (a) (b) duly completed and valid Exercise Form; remittance of the full Exercise Price as mentioned in Sections 2 and 3 above; and -2-
(c) remittance of an administrative fee of RM10.00 for each Exercise Form submitted, payable by personal cheque or money or postal order issued by a post office in Malaysia made out in favour of TRICOR INVESTOR SERVICES SDN. BHD., for debiting of the Warrants and for crediting of the new SYF Shares. 4.2 SYF shall within eight (8) Market Days upon receiving the duly completed and valid Exercise Form together with the requisite remittance:- 4.2.1 Allot to the Warrant Holder, new SYF Shares subscribed for by the Warrant Holder under the provision of the Deed Poll. 4.2.2 Despatch the notice of allotment to the Warrant Holder by registered post. 4.2.3 Submit the application to Bursa Securities for the listing and quotation of the new SYF Shares on Bursa Securities. The new SYF Shares to be issued pursuant to the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all respects with the then existing SYF Shares, except that they will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid to shareholders, where the entitlement date precedes the relevant date of allotment and issuance of the new SYF Shares. The New Shares arising from such exercise will be credited into the CDS Account 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 EXPIRY AND FINAL EXERCISE OF THE WARRANTS Warrant Holders should note that apart from the provisions contained in the Deed Poll, the following provisions of Bursa Depository will apply to the Warrants:- 5.1 Bursa Depository will not accept any request for ordinary transfer of the Warrants for the period commencing 4.00 p.m. on Monday, 23 September 2013 until the Expiry Date. 5.2 A Depositor shall qualify for entitlement to subscribe for new SYF Shares in respect of the following:- 5.2.1 The Warrants Account before 4.00 p.m. on Monday, 23 September 2013 in respect of ordinary transfer; and 5.2.2 The Warrants bought on Bursa Securities on or before 5.00 p.m. on Wednesday, 11 September 2013 being the last day of trading of the Warrants. -3-
6. EXPIRY OF THE WARRANTS 7. 6.1 Warrant Holders should note that: - 6.1.1 If their Exercise Rights are not exercised and the relevant Exercise Forms together with remittance are not delivered to the Registrar of SYF by 5.00 p.m. on the Expiry Date, their rights will lapse and become null and void and cease to be valid for any purpose thereafter; and 6.1.2 All unexercised Warrants Account with Bursa Depository by 5.00 p.m. on the Expiry Date will be Account on Tuesday, 1 October 2013. This Notice has been seen and approved by the Board of SYF, and they collectively and individually accept full responsibility for the accuracy of the information given in 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 in this Notice misleading. 8. CONTACT DETAILS FOR ENQUIRIES All enquiries concerning this Notice or Warrants should be addressed to the Registrar of SYF at:- Tricor Investor Services Sdn Bhd (118401-V) Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Telephone No. : 03-2264 3883 Facsimile No. : 03-2282 1886 Email Address : is.enquiry@my.tricorglobal.com Yours faithfully For and on behalf of the Board of Directors of SYF RESOURCES BERHAD NG AH CHAI Executive Chairman & Chief Executive Officer Kuala Lumpur 15 August 2013-4-