TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS) NOTIFICATION TO THE SHAREHOLDERS OF IRE-TEX CORPORATION BERHAD IN RELATION TO THE RECEIPT OF NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 20 NOVEMBER 2015 FROM MERCURY SECURITIES SDN. BHD. ON BEHALF OF NEXGRAM HOLDINGS BERHAD

IRE-TEX CORPORATION BERHAD

Type Announcement
Subject TAKE-OVERS & MERGERS (CHAPTER 11 OF LISTING REQUIREMENTS)
Description
NOTIFICATION TO THE SHAREHOLDERS OF IRE-TEX CORPORATION BERHAD IN RELATION TO THE RECEIPT OF NOTICE OF CONDITIONAL TAKE-OVER OFFER DATED 20 NOVEMBER 2015 FROM MERCURY SECURITIES SDN. BHD. ON BEHALF OF NEXGRAM HOLDINGS BERHAD

Ire-Tex Corporation Berhad ("Ire-Tex" or the "Company") wishes to announce that it has today received a Notice of Conditional Take-Over Offer ("Notice") from Mercury Securities Sdn. Bhd., on behalf of Nexgram Holdings Berhad (the "Offeror") in respect of the Offeror's obligation to undertake a conditional take-over offer to acquire:-

(i)   all the ordinary shares of RM0.40 each in Ire-Tex ("Ire-Tex Shares") and such number of new Ire-Tex Shares that may be issued pursuant to the exercise of  any outstanding five (5)-year warrants 2014/2019 issued by Ire-Tex ("Ire-Tex Warrants") or conversion of any outstanding 1% five (5)-year irredeemable convertible unsecured loan stocks 2014/2019 of nominal value of RM0.075 each issued by Ire-Tex ("Ire-Tex ICULS")("Offer Shares");

(ii)   all the outstanding  Ire-Tex Warrants ("Offer Warrants"); and

(iii)  all the outstanding Ire-Tex ICULS ("Offer ICULS"),

via an equity swap based on the following offer prices:-

(i)   RM0.40 per Offer Share ("Shares Offer Price");

(ii)  RM0.01 per Offer Warrant ("Warrants Offer Price"); and 

(iii) RM0.05 per Offer ICULS ("ICULS Offer Price").

The Offer Shares, Offer Warrants and/or Offer ICULS are collectively referred to as "Offer Securities" while the Shares Offer Price, Warranrs Offer Price and/or ICULS Offer Price shall be referred to as the "Offer Prices".

The Offer Prices shall be satisfied through the issuance of new ordinary shares in Nexgram with current par value of RM0.10 each (or RM0.05 each after the implementation of the par value reduction currently undertaken by Nexgram ("Par Value Reduction")("Nexgram Shares") at an issue price of RM0.10 each ("Issue Price")("Consideration Shares"), where each holder of the Offer Securities ("Holder") who accepts the Offers ("Accepting Holder") shall receive:-

(i)   four (4) Consideration Shares for every one (1) Offer Share surrendered;

(ii)  one (1) Consideration Share for every ten (10) Offer Warrants surrendered; and

(iii) one (1) Consideration Share for every two (2) Offer ICULS surrendered. 

A copy of the Notice is attached herewith. Copies of the Notice will also be posted to the shareholders of Ire-Tex within seven (7) days from today.

In accordance with the Malaysian Code on Take-Overs and Mergers, 2010, the Board of Ire-Tex will be appointing an Independent Adviser to advise the non-interested directors and non-interested shareholders of Ire-Tex on the reasonableness of the Offer. An announcement will be made in due course once the appointment is confirmed.

This announcement is dated 20 November 2015.

 

 

Please refer attachment below.




Please refer attachment below.



Announcement Info

Company Name IRE-TEX CORPORATION BERHAD
Stock Name IRETEX
Date Announced 20 Nov 2015
Category General Announcement for PLC
Reference Number GA1-20112015-00084