Subject | CIRCULAR TO SHAREHOLDERS IN RELATION TO THE
PART A
(I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 752,400,000 NEW ORDINARY SHARES OF RM0.10 EACH IN ASIA MEDIA GROUP BERHAD (“AMEDIA” OR THE “COMPANY”) (“AMEDIA SHARES”) (“RIGHTS SHARES”) ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY ONE (1) EXISTING AMEDIA SHARE HELD, TOGETHER WITH UP TO 188,100,000 FREE NEW WARRANTS 2013/2018 (“ADDITIONAL WARRANTS”) ON THE BASIS OF ONE (1) ADDITIONAL WARRANT FOR EVERY FOUR (4) RIGHTS SHARES SUBSCRIBED AT AN ENTITLEMENT DATE TO BE DETERMINED LATER;
(II) PROPOSED EXEMPTION FOR WONG SK HOLDINGS SDN BHD (“WHSB”) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR ALL THE REMAINING AMEDIA SHARES AND WARRANTS 2013/2018 NOT ALREADY OWNED BY WHSB UNDER PARAGRAPH 16.1 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 (“PROPOSED EXEMPTION”);
(III) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF AMEDIA FROM RM100,000,000 COMPRISING 1,000,000,000 AMEDIA SHARES TO RM200,000,000 COMPRISING 2,000,000,000 AMEDIA SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”); AND
(IV) PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF AMEDIA AS A CONSEQUENCE OF THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (“PROPOSED AMENDMENT”)
PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF AMEDIA IN RELATION TO THE PROPOSED EXEMPTION |