Renounceable Rights Issue of 64834000
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THIS ABRIDGED PROSPECTUS ("AP") IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER IMMEDIATELY. (Unless otherwise stated, all abbreviations contained in this Abridged Prospectus are defined in the “Definitions” section of this Abridged Prospectus). If you have sold or transferred all your ordinary shares in Pensonic Holdings Berhad (300426-P) (“PHB” or “the Company”), you should at once hand this AP together with the NPA and the RSF (“collectively referred to as “Documents”), to the agent/broker through whom you have effected the sale or transfer for onward transmission to the purchaser or transferee. You should address all enquiries concerning the Rights Issue of Warrants to the Share Registrar, Plantation Agencies Sdn. Bhd., (2603-D), 3rd Floor, Standard Chartered Bank Chambers, Lebuh Pantai, 10300 Penang. These Documents relating to the Rights Issue of Warrants are only despatched to the shareholders whose names appear in the Record of Depositors at 5.00 p.m. on 20 December 2013 at their registered address in Malaysia or who have provided the Share Registrar with a registered address in Malaysia in writing by 20 December 2013. These Documents are not intended to be (and will not be) issued, circulated or distributed in countries or jurisdictions other than Malaysia and no action has been or will be taken to ensure that the Rights Issue of Warrants and these Documents comply with the laws of any countries or jurisdictions other than the laws of Malaysia. It shall be the sole responsibility of the Entitled Shareholders and/or their renouncee(s) (if applicable) who are residents in countries or jurisdictions other than Malaysia to immediately consult their legal advisers and other professional advisers as to whether the acceptance, renunciation, sale or transfer of the Provisional Rights Warrants (as the case may be) would result in the contravention of any laws of such countries or jurisdictions. Neither PHB nor Inter-Pacific Securities Sdn Bhd (12738-U) (“IPS”) shall accept any responsibility or liability in the event that acceptance, renunciation, sale or transfer of the Provisional Rights Warrants (as the case may be) made by the Entitled Shareholders and/or their renouncee(s) (if applicable) is or shall become illegal, unenforceable, voidable or void in such countries or jurisdictions in which the Entitled Shareholders and/or their renouncee(s) (if applicable) are residents. A copy of this AP has been registered with the Securities Commission Malaysia ("SC"). The registration of this AP should not be taken to indicate that the SC recommends the Rights Issue of Warrants or assumes responsibility for the correctness of any statement made or opinion or report expressed in this AP. The SC has not, in any way, considered the merits of the securities being offered for investment. A copy of these Documents has also been lodged with the Registrar of Companies who takes no responsibility for the contents. Approval for the Rights Issue of Warrants was obtained from the shareholders at the Extraordinary General Meeting held on 28 October 2013. Approval has also been obtained from Bursa Securities vide its letter dated 24 September 2013 for the admission of the Rights Warrants to the Official List of Bursa Securities and the listing of and quotation for the Rights Warrants and the new PHB Shares to be issued upon exercise of the Rights Warrants on the Main Market of Bursa Securities. The admission of the Rights Warrants to the Official List of Bursa Securities and the listing of and quotation for the Rights Warrants and the new PHB Shares to be issued upon exercise of the Rights Warrants will commence after, amongst others, receipt of confirmation from Bursa Depository that all the Central Depository System Accounts of Entitled Shareholders and/or their renouncee(s) (if applicable) have been duly credited and notices of allotment have been despatched to them. The admission of the Rights Warrants to the Official List of Bursa Securities and the listing of and quotation for the Rights Warrants and the new PHB Shares to be issued upon exercise of the Rights Warrants are in no way reflective of the merits of the Rights Issue of Warrants. The directors of the company have seen and approved all the documentation relating to the Rights Issue of Warrants. They collectively and individually accept full responsibility for the accuracy of the information given and confirm that, after having made all reasonable inquiries, and to the best of their knowledge and belief, there are no false and misleading statements or other facts which, if omitted, would make the statements in these documents false and misleading. IPS, being the Adviser and Underwriter for the Rights Issue of Warrants, acknowledges that, based on all available information, and to the best of its knowledge and belief, this AP constitutes a full and true disclosure of all material facts concerning the Rights Issue of Warrants. FOR INFORMATION CONCERNING CERTAIN RISK FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS, SEE “RISK FACTORS” AS SET OUT IN SECTION 5 OF THIS AP. PENSONIC HOLDINGS BERHAD (Company No. 300426-P) (Incorporated in Malaysia under the Companies Act, 1965) RENOUNCEABLE RIGHTS ISSUE OF 64,834,000 WARRANTS IN PHB ("RIGHTS WARRANTS") AT AN ISSUE PRICE OF RM0.10 PER RIGHTS WARRANT ON THE BASIS OF ONE (1) RIGHTS WARRANT FOR EVERY TWO (2) ORDINARY SHARES OF RM0.50 EACH HELD AS AT 5.00 P.M. ON 20 DECEMBER 2013 Adviser and Underwriter (12738-U) A Participating Organisation of Bursa Malaysia Securities Berhad A Trading Participant of Bursa Malaysia Derivatives Berhad IMPORTANT RELEVANT DATES AND TIMES Entitlement Date .................................................................................................................... : Friday, 20 December 2013 at 5.00 p.m. LAST DATE AND TIME FOR: Sale of the provisional allotment of rights .............................................................................. : Monday, 30 December 2013 at 5.00 p.m. Transfer of the provisional allotment of rights ....................................................................... : Friday, 3 January 2014 at 4.00 p.m. Acceptance and payment ........................................................................................................ : Wednesday, 8 January 2014 at 5.00 p.m.# Excess Right Warrants application and payment .................................................................... : Wednesday, 8 January 2014 at 5.00 p.m.# # Or such later date and time as the Directors may decide and announce not less than two (2) Market Days before the stipulated date and time. This Abridged Prospectus is dated 20 December 2013 THE SC AND BURSA SECURITIES IS NOT LIABLE FOR ANY NON-DISCLOSURE ON THE PART OF THE CORPORATION AND TAKES NO RESPONSIBILITY FOR THE CONTENTS OF THIS AP, MAKES NO REPRESENTATION AS TO ITS ACCURACY OR COMPLETENESS, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS YOU MAY SUFFER ARISING FROM OR IN RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS AP. SHAREHOLDERS/INVESTORS SHOULD RELY ON THEIR OWN EVALUATION TO ASSESS THE MERITS AND RISKS OF THE INVESTMENT. IN CONSIDERING THE INVESTMENT, SHAREHOLDERS /INVESTORS WHO ARE IN ANY DOUBT AS TO THE ACTION TO BE TAKEN SHOULD CONSULT THEIR STOCKBROKERS, BANK MANAGERS, SOLICITORS, ACCOUNTANTS OR OTHER PROFESSIONAL ADVISERS IMMEDIATELY. INVESTORS ARE ADVISED TO NOTE THAT RECOURSE FOR FALSE AND MISLEADING STATEMENTS OR ACTS MADE IN CONNECTION WITH THIS AP ARE DIRECTLY AVAILABLE THROUGH SECTIONS 248, 249 AND 357 OF THE CAPITAL MARKETS & SERVICES ACT, 2007 (“CMSA”). SECURITIES LISTED ON BURSA SECURITIES ARE OFFERED TO THE PUBLIC PREMISED ON FULL AND ACCURATE DISCLOSURE OF ALL MATERIAL INFORMATION CONCERNING THE ISSUE FOR WHICH ANY OF THE PERSONS SET OUT IN SECTION 236 OF THE CMSA, E.G. DIRECTORS AND ADVISERS, ARE RESPONSIBLE. Company No. 300426-P DEFINITIONS In this AP, unless otherwise indicated, the following words and abbreviations shall have the following meanings: “Act” : The Companies Act, 1965 as amended from time to time including any re- enactment thereof “Abridged Prospectus” or : This Abridged Prospectus in relation to the Rights Issue of Warrants “AP” “Board” : Board of Directors of PHB “Bonus Issue” : Bonus issue of 37,048,000 new PHB Shares, on the basis of two (2) Bonus Shares for every five (5) existing ordinary shares of RM0.50 each held in PHB, which was completed on 21 November 2013 "Bonus Shares" : New PHB Shares issued pursuant to the Bonus Issue “Bursa Depository” : Bursa Malaysia Depository Sdn Bhd (165570-W) “Bursa Securities” : Bursa Malaysia Securities Berhad (635998-W) “CDS” : Central Depository System “CDS Account(s)” : A securities account established by Bursa Depository for a depositor for the recording of deposit of securities and dealings in such securities by that depositor of securities “Code” : Malaysian Code on Take-Overs and Mergers 2010, as amended from time to time and any re-enactment thereof “CMSA” : Capital Markets & Services Act, 2007 “Corporate Exercises” : Bonus Issue and Rights Issue of Warrants, collectively “Deed Poll” : The deed poll executed by PHB on 18 November 2013 constituting the Warrants “Documents” : AP, NPA and RSF, collectively “Director(s)” : Has the same meaning given in Section 2(1) of the Capital Markets and Services Act, 2007 “EGM” : Extraordinary general meeting