Circular to Shareholders Dated
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THIS CIRCULAR TO SHAREHOLDERS OF PANSAR BERHAD (“PANSAR” OR THE “COMPANY”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. Bursa Malaysia Securities Berhad (“ Bursa Securities ”) has not perused this Circular in relation to the Proposed Amendments (as defined herein) prior to its issuance. Bursa Securities takes no responsibility for the contents of this Circular and valuation letter, 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. PANSAR BERHAD (Registration No. 197401002551 (18904-M) ) (Incorporated in Malaysia) CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PART A (I) PROPOSED ACQUISITION BY PANSAR OF THE ENTIRE EQUITY INTEREST IN PERBENA EMAS SDN BHD FROM PE HOLDINGS SDN BHD FOR A PURCHASE CONSIDERATION OF RM151,000,000 TO BE SATISFIED ENTIRELY IN CASH (“PROPOSED ACQUISITION”); (II) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 346,500,000 NEW REDEEMABLE CONVERTIBLE PREFERENCE SHARES IN PANSAR (“RCPS”) ON THE BASIS OF 1 RCPS FOR EVERY 2 EXISTING ORDINARY SHARES IN PANSAR (“PANSAR SHARE(S)”) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED RIGHTS ISSUE”); (III) PROPOSED DIVERSIFICATION OF THE PRINCIPAL ACTIVITIES OF PANSAR AND ITS SUBSIDIARIES TO INCLUDE CONSTRUCTION AND CIVIL ENGINEERING; AND (IV) PROPOSED AMENDMENTS TO THE CONSTITUTION OF THE COMPANY TO FACILITATE THE ISSUANCE OF RCPS UNDER THE PROPOSED RIGHTS ISSUE (“PROPOSED AMENDMENTS”) PART B INDEPENDENT ADVICE LETTER FROM FHMH CORPORATE ADVISORY SDN BHD IN RELATION TO THE PROPOSED ACQUISITION AND NOTICE OF MEETING OF MEMBERS Principal Adviser for Part A Independent Adviser for Part B UOB Kay Hian Securities (M) Sdn Bhd FHMH Corporate Advisory Sdn Bhd (Registration No. 199001003423 (194990-K)) (Registration No. 200701016946 (774955-D)) (A Participating Organisation of Bursa Malaysia Securities Berhad) (A Participating Organisation of Bursa Malaysia Securities Berhad) The Notice of the Meeting of Members of Pansar, to be held at Tanahmas Hotel, Jalan Kampung Nyabor, 96007 Sibu, Sarawak on Tuesday, 22 December 2020 at 10.00 am, or any adjournment thereof, together with the accompanying Form of Proxy are enclosed herein. A member entitled to attend, speak and vote at the Meeting of Members is entitled to appoint a proxy or proxies to attend and to vote on his/her behalf. In such event, the Form of Proxy must be lodged at the Registered Office of the Company at 4th Floor, Wisma Pansar, 23-27 Jalan Bengkel, 96000 Sibu, Sarawak, not less than 48 hours before the time stipulated for holding the Meeting of Members as indicated below. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the Meeting of Members should you subsequently wish to do so. Last date and time for lodging the Form of Proxy ................................ : Sunday, 20 December 2020 at 10.00 am Date and time of the Meeting of Members …………………………. : Tuesday, 22 December 2020, at 10.00 am This Circular is dated 30 November 2020 DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Circular:- “Act” : The Companies Act 2016 “Board” : The Board of Directors of Pansar “Bursa Depository” : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 (165570-W)) “Bursa Securities” : Bursa Malaysia Securities Berhad (Registration No. 200301033577 (635998-W)) “CIDB” : Construction Industry Development Board “Circular” : This circular to shareholders of Pansar dated 30 November 2020 in relation to the Proposals “Completion Date” : The completion date of the Proposed Acquisition “Conditions Precedent” : The conditions precedent of the SPA, as set out in Appendix I of this Circular “Constitution” : The constitution of Pansar “Cut-Off Date” : The date which falls 6 months from the date of the SPA (or such other extended date as may be mutually agreed between the parties to the SPA) “Director(s)” : Has the meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 “Entitled Shareholder(s)” : The shareholder(s) of Pansar whose names appear in the Record of Depositors of the Company on the Entitlement Date “Entitlement Date” : The date to be determined and announced later by the Board, on which the shareholders of Pansar must be registered as a member and whose names must appear in the Record of Depositors as at the close of business in order to participate in the Proposed Rights Issue “EPS” : Earnings per share “FHCA” or “Independent : FHMH Corporate Advisory Sdn Bhd (Registration No. 200701016946 Adviser” (774955-D)) “FYE” : Financial year ended/ending “IAL” : Independent advice letter dated 30 November 2020 by the Independent Adviser as set out in Part B of this Circular “Interested Directors” : Collectively, Dato’ James Tai Cheong @ Tai Chiong, Datuk Tai Hee, James Ling and Ting Ing Horh @ Ting Ing Ho “Interested Major : Collectively, Pan Sarawak, Tai Sing Chii & Sons Sdn Bhd, Inplaced Shareholders” Capital Sdn Bhd, Puan Sri Datin Sri Ling Lah Kiong, Dato’ James Tai Cheong @ Tai Chiong, Datuk Tai Hee and David Tai Wei “Interested Parties” : Collectively, the Interested Major Shareholders and Interested Directors i DEFINITIONS (Cont’d) “Intra-Group : Any sums owing between any PESB Group Company and any PE Indebtedness” Holdings Group Company in respect of intra-group trading activities “James Ling” : Ling Lee Chuon @ James Ling Chung “Listing Requirements” : Main Market Listing Requirements of Bursa Securities “LPD” : 30 October 2020, being the latest practicable date prior to the printing and despatch of this Circular “Market Day(s)” : Any day(s) between Monday to Friday (inclusive), excluding public holidays, and any day on which Bursa Securities is open for trading of securities “Maximum Scenario” : Assuming all the treasury shares held by the Company are resold to the market and all the outstanding Warrants 2018/2023 are exercised prior to the Entitlement Date for the Proposed Rights Issue “Minimum Scenario” : Assuming all treasury shares held by the Company are retained and none of the outstanding Warrants 2018/2023 are exercised prior to the Entitlement Date of the Proposed Rights Issue “NA” : Net assets “Pan Sarawak” : Pan Sarawak Holdings Sdn Bhd (Registration No. 197201001443 (13327-A)) “Pansar” or the : Pansar Berhad (Registration No. 197401002551 (18904-M)) “Company” “Pansar Group” or the : Pansar and its subsidiary companies, collectively “Group” “Pansar Share(s)” or : Ordinary share(s) in Pansar “Share(s)” “PAT” : Profit after tax “PE Holdings” or “Vendor” : PE Holdings Sdn Bhd (Registration No. 200601032795 (752554-P)) “PE Holdings Group” or : PE Holdings, any holding company from time to time of PE Holdings “PE Holdings Group and any subsidiary of of PE Holdings or of any such holding company Company” (but excluding each PESB Group Company), and PE Holdings Group Company means any entity within the PE Holdings Group “PESB” : Perbena Emas Sdn Bhd (Registration No. 197701005256 (36495-M)) “PESB Group” or “PESB PESB, its jointly controlled entities and associate company, and Group Company” PESB Group Company means any entity within the PESB Group “PESB Share(s)” or “Sale : Ordinary share(s) in PESB Share(s)” “Proposals” : Collectively, the Proposed Acquisition, Proposed Rights Issue, Proposed Diversification and Proposed Amendments “Proposed Acquisition” : Proposed acquisition by Pansar of the entire equity interest in PESB from PE Holdings for a purchase consideration of RM151,000,000 to be satisfied entirely in cash ii DEFINITIONS (Cont’d) “Proposed Amendments” : Proposed amendments to the Constitution to facilitate the issuance of RCPS under the Proposed Rights Issue “Proposed Diversification” : Proposed diversification of the principal activities of Pansar Group to include construction and civil engineering “Proposed Rights Issue” : Proposed renounceable rights issue of up to 346,500,000 new RCPS in Pansar, on the basis of 1 RCPS for every 2 existing Pansar Shares held by the Entitled Shareholders on the Entitlement Date “Purchase Consideration” The purchase consideration of RM151,000,000 in relation to the Proposed Acquisition “RCPS” : Redeemable convertible preference shares to be issued by Pansar under the Proposed Rights Issue, the indicative salient terms of which are set out in Appendix VI of this Circular “Record of Depositors” : A record of depositors established by Bursa Depository under the Rules of Bursa Depository “RM” and “sen” : Ringgit Malaysia and sen respectively “Rules of Bursa : The rules of Bursa Depository as issued pursuant to the Securities Depository” Industry (Central Depositories) Act, 1991 of Malaysia “SC” : Securities Commission Malaysia “SPA” : The conditional sale purchase agreement dated 9 September 2020 between Pansar and the Vendor for the Proposed Acquisition “TERP” : Theoretical ex-rights price “Undertaking : Pan Sarawak, the substantial shareholder of Pansar, who has Shareholder” provided its Undertaking, as set out in Section 3.3 of this Circular “Undertaking” : Irrevocable undertaking from the Undertaking Shareholder, who has irrevocably undertaken inter alia to apply and subscribe in full for its entitlement of the RCPS based on its shareholdings as at the Entitlement Date in the manner