Royal Melbourne Institute of Technology University
2
Degree
Business Administration, Finance & Organisational Behavior
University of Missouri-St.Louis
Working experience and occupation
Puan Zueraini Binti Ahmad Basri (“Puan Zueraini”) has over 23 years of risk management experience in financial institutions covering financial and non-financial risk management in both local and foreign banks. Puan Zueraini has applied her extensive experience to set-up integrated risk management as the pioneering Chief Risk Officer for BMW Financial Services Malaysia and Singapore. She currently oversees retail and commercial credit risk, operational risk, enterprise risk, market risk and business continuity management for BMW Financial Services. In her banking days, she covered credit evaluation across commercial, corporate and investment segments, within conventional and Islamic banking. Given the breadth of her exposure, she supports business strategies through forward looking risk management practices and encourages enterprise wide risk management approach for organisations.
Directorships in public companies and listed issuers (if any)
None.
Family relationship with any director and/or major shareholder of the listed issuer
None.
Any conflict of interests that he/she has with the listed issuer
None.
Details of any interest in the securities of the listed issuer or its subsidiaries
Broadcast Venue Masteel Meeting Room, Unit B-05-3A, 5th Floor, Block B (West Wing) PJ8 Office Suite, No. 23, Jalan Barat Seksyen 8, 46050 Petaling Jaya, Selangor Darul Ehsan Malaysia
Outcome of Meeting
The Board of Directors of Malaysia Steel Works (KL) Bhd (“the Company”) is pleased to announce that all the resolutions set out in the Notice of the Fiftieth Annual General Meeting (“50th AGM”) of the Company dated 29 April 2022 were duly passed by the shareholders at the 50th AGM of the Company held earlier today. All the resolutions were voted on by poll and the results of the poll were validated by Commercial Quest Sdn. Bhd., the Independent Scrutineer appointed by the Company. Details of the poll results are set out below. This announcement is dated 16 June 2022.
Voting Results
1. Ordinary Resolution 1
Description
To approve the Directors’ fees up to an aggregate amount of RM180,000.00 for the financial year ending 31 December 2022 and benefit payable to the Directors up to an aggregate amount of RM496,000.00 from 16 June 2022 until the next AGM of the Company and the payment thereof.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
194
51
No. of Shares
242,064,743
140,797
% of Voted Shares
99.9419
0.0581
Result
Accepted
2. Ordinary Resolution 2
Description
To re-elect Dato’ Ikhwan Salim Bin Dato’ Haji Sujak who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
210
37
No. of Shares
243,536,814
93,727
% of Voted Shares
99.9615
0.0385
Result
Accepted
3. Ordinary Resolution 3
Description
To re-elect Mr. Ng Wah Lok who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
213
35
No. of Shares
243,539,696
92,125
% of Voted Shares
99.9622
0.0378
Result
Accepted
4. Ordinary Resolution 4
Description
To re-elect Mr. Ong Teng Chun who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
213
34
No. of Shares
243,539,696
92,124
% of Voted Shares
99.9622
0.0378
Result
Accepted
5. Ordinary Resolution 5
Description
To re-appoint RSM Malaysia PLT as Auditors of the Company and to authorise the Directors to fix their remuneration.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
216
30
No. of Shares
243,574,580
55,959
% of Voted Shares
99.9770
0.0230
Result
Accepted
6. Ordinary Resolution 6
Description
Proposed continuation in office of Dato’ Ikhwan Salim Bin Dato’ Haji Sujak as Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
210
38
No. of Shares
243,536,814
95,007
% of Voted Shares
99.9610
0.0390
Result
Accepted
7. Ordinary Resolution 7
Description
Proposed continuation in office of Mr. Ng Wah Lok as Senior Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
213
35
No. of Shares
243,539,696
92,125
% of Voted Shares
99.9622
0.0378
Result
Accepted
8. Ordinary Resolution 8
Description
Proposed continuation in office of Encik Muhammad Hanizam Bin Hj. Borhan as Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
209
38
No. of Shares
243,535,814
94,727
% of Voted Shares
99.9611
0.0389
Result
Accepted
9. Ordinary Resolution 9
Description
Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
212
33
No. of Shares
243,564,541
60,832
% of Voted Shares
99.9750
0.0250
Result
Accepted
10. Ordinary Resolution 10
Description
Proposed Renewal of Authority under Sections 75 and 76 of the Act and the Constitution of the Company for the Directors to allot and issue shares.
MALAYSIA STEEL WORKS (KL) BHD (“Masteel” or “Company”) – PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN ORDINARY SHARES OF UP TO TEN PER CENTUM (10%) OF ITS TOTAL NUMBER OF ISSUED SHARES
The Board of Directors of Masteel wishes to announce that the Company proposes to seek shareholders’ approval for the proposed renewal of authority for the Company to purchase its own ordinary shares (“Proposed Renewal of Share Buy-Back”) at the forthcoming Fiftieth Annual General Meeting of the Company. A Statement to Shareholders containing details in relation to the Proposed Renewal of Share Buy-Back and the Annual Report of the Company for the financial year ended 31 December 2021 will be made available to the shareholders in due course. This announcement is dated 7 April 2022.
Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcements dated 30 August 2019, 5 September 2019 and 10 December 2021.
The Board of Directors of Masteel wishes to announce that Safety Capital Sdn Bhd (“Safety Capital“) has filed a Notice of Appeal to the Court of Appeal against the decision of the Shah Alam High Court dated 10 December 2021 which dismissed Safety Capital’s claim against the Company for inter alia RM10,681,000.00, with costs of RM80,000.00 to be paid by Safety Capital to the Company.
To date, there is no financial and operational impact arising from the Appeal and the Company will make further announcements as and when material developments arise.
Unless otherwise stated, all definitions and terms used in this announcement shall have the same meaning as defined in the announcements dated 30 August 2019 and 5 September 2019.
The Board of Directors of Masteel wishes to announce that Safety Capital Sdn Bhd’s (“Safety Capital”) Claim for RM10,681,000.00 with interest and costs against the Company was dismissed today by the Shah Alam High Court, which held that Safety Capital had failed to prove its case on a balance of probabilities against the Company. In dismissing the Claim, the High Court ordered costs of RM80,000.00 to be paid by Safety Capital to the Company.
To date, there is no financial and operational impact arising from the Claim.
Composition of Remuneration Committee(Name and Directorate of members after change)
Chairman:- Encik Muhammad Hanizam Bin Hj. Borhan (Independent Non-Executive Director) Members:- Mr Ng Wah Lok (Senior Independent Non-Executive Director) Mr Roy Thean Chong Yew (Independent Non-Executive Director)
Circumstances by reason of which change has occurred
Subscription of Rights Issue with Warrants on the basis of 1 Rights Share for every 2 existing Ordinary Shares held.
Nature of interest
Indirect Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)
213,038,900
Indirect/deemed interest (%)
31.37
Total no of securities after change
213,038,900
Date of notice
28 Oct 2021
Date notice received by Listed Issuer
29 Oct 2021
Remarks :
The indirect interest is registered in the name of TYY Resources Sdn. Bhd. Deemed interest pursuant to Section 8(4) of Companies Act 2016 by virtue of his interest in TYY Resources Sdn. Bhd. The percentage of indirect interest is based on the total number of issued shares of 679,109,746 Ordinary Shares.
Unless otherwise redefined, the definitions set out in the earlier announcements in relation to the Rights Issue with Warrants shall apply in this announcement.
On behalf of the Board, M&A Securities wishes to announce that the Rights Issue with Warrants has been completed following the listing and quotation of 226,369,915 Rights Shares and 226,369,915 Warrants on the Main Market of Bursa Securities today.
Circumstances by reason of which change has occurred
Subscription of Rights Issue with Warrants on the basis of 1 Rights Share for every 2 existing Ordinary Shares held.
Nature of interest
Indirect Interest
Direct (units)
Direct (%)
Indirect/deemed interest (units)
223,534,365
Indirect/deemed interest (%)
32.916
Total no of securities after change
Date of notice
26 Oct 2021
Date notice received by Listed Issuer
27 Oct 2021
Remarks :
After the change, the indirect interest are registered as follows:- (i) TYY Resources Sdn. Bhd. (213,038,900 shares) – Deemed interest by virtue of her substantial shareholdings in TYY Resources Sdn. Bhd. (ii) Kemajuan Rekacekap Sdn. Bhd. (10,495,465 shares) – Deemed interest by virtue of her substantial shareholdings in Kemajuan Rekacekap Sdn. Bhd. The percentage of indirect interest is based on the total number of issued shares of 679,109,746 Ordinary Shares.
1) MASTEEL’s additional 226,369,915 new ordinary shares issued pursuant to the Rights Issue with Warrants will be granted listing and quotation with effect from 9.00 a.m., Wednesday, 27 October 2021; and
2) MASTEEL’s 226,369,915 new Warrants issued pursuant to the Rights Issue with Warrants will be admitted to the Official List of Bursa Malaysia Securities Berhad and the listing of and quotation for the Warrants on the Main Market will be granted with effect from 9.00 a.m., Wednesday, 27 October 2021.
The Stock Short Name, Stock Number and ISIN Code of the Warrants are “MASTEEL-WB”, “5098WB” and “MYL5098WB6A6” respectively.
Circumstances by reason of which change has occurred
Subscription of Rights Issue with Warrants on the basis of 1 Rights Share for every 2 existing Ordinary Shares held.
Nature of interest
Direct and Indirect Interest
Total no of securities after change
Direct (units)
1,425,000
Direct (%)
0.210
Indirect/deemed interest (units)
213,038,900
Indirect/deemed interest (%)
31.370
Date of notice
26/10/2021
Date notice received by Listed Issuer
26/10/2021
Remarks :
The indirect interest is registered in the name of TYY Resources Sdn. Bhd. Deemed interest pursuant to Section 8(4) of the Companies Act 2016 by virtue of his interest in TYY Resources Sdn. Bhd. The percentage of direct and indirect interest are based on the total number of issued shares of 679,109,746 Ordinary Shares. This announcement is also made to comply with Paragraphs 14.08 and 14.06 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
Circumstances by reason of which change has occurred
Subscription of Rights Issue with Warrants on the basis of 1 Rights Share for every 2 existing Ordinary Shares held.
Nature of interest
Direct and Indirect Interest
Direct (units)
1,425,000
Direct (%)
0.21
Indirect/deemed interest (units)
213,038,900
Indirect/deemed interest (%)
31.37
Total no of securities after change
Date of notice
26 Oct 2021
Date notice received by Listed Issuer
26 Oct 2021
Remarks :
The indirect interest is registered in the name of TYY Resources Sdn. Bhd. Deemed interest pursuant to Section 8(4) of the Companies Act 2016 by virtue of his interest in TYY Resources Sdn. Bhd. The percentage of direct and indirect interest are based on the total number of issued shares of 679,109,746 Ordinary Shares.
On behalf of the Company, M&A Securities is pleased to announce that at the close of acceptance, excess application and payment for the Rights Issue with Warrants as at 5.00 p.m. on 14 October 2021 (“Closing Date”), the Company received valid acceptances and excess applications for a total of 293,131,563 Rights Shares. This represents a subscription level of 129.49% of the total 226,369,915 Rights Shares available under the Rights Issue with Warrants.
Details of valid acceptances and excess applications received as at the Closing Date are as follows:
No. of Rights Shares
% of total issue size
Total valid acceptances
205,741,000
90.89
Total valid excess applications
87,390,563
38.60
Total valid acceptances and excess applications
293,131,563
129.49
Total Rights Shares available for subscription
226,369,915
100.00
Total oversubscription
66,761,648
29.49
As the acceptances and excess application received exceeded the issue size of 226,369,915 Rights Shares, the issue size of the Rights Issue with Warrants shall be based on the issue size of 226,369,915 Rights Shares and 226,369,915 Warrants.
The Excess Rights Shares have been allocated in accordance with the basis stated in the Abridged Prospectus dated 29 September 2021.
The Rights Shares and Warrants are expected to be listed on the Main Market of Bursa Malaysia Securities Berhad on 27 October 2021.
On behalf of the Company, M&A Securities is pleased to announce that at the close of acceptance, excess application and payment for the Rights Issue with Warrants as at 5.00 p.m. on 14 October 2021 (“Closing Date”), the Company received valid acceptances and excess applications for a total of 293,131,563 Rights Shares. This represents a subscription level of 129.49% of the total 226,369,915 Rights Shares available under the Rights Issue with Warrants.
Details of valid acceptances and excess applications received as at the Closing Date are as follows:
No. of Rights Shares
%
Total valid acceptances
205,741,000
90.89
Total valid excess applications
87,390,563
38.60
Total valid acceptances and excess applications
293,131,563
129.49
Total Rights Shares available for subscription
226,369,915
100.0
Total oversubscription
66,761,648
29.49
As the acceptances and excess application received exceeded the issue size of 226,369,915 Rights Shares, the issue size of the Rights Issue with Warrants shall be based on the issue size of 226,369,915 Rights Shares and 226,369,915 Warrants.
The Excess Rights Shares have been allocated in accordance with the basis stated in the Abridged Prospectus dated 29 September 2021.
The Rights Shares and Warrants are expected to be listed on the ACE Market of Bursa Malaysia Securities Berhad on 27 October 2021.
Broadcast Venue: Masteel Meeting Room, Unit B-05-3A, 5th Floor, Block B (West Wing) PJ8 Office Suite, No. 23, Jalan Barat Seksyen 8, 46050 Petaling Jaya, Selangor Darul Ehsan Malaysia
Outcome of Meeting
The Board of Directors of Malaysia Steel Works (KL) Bhd (“the Company”) is pleased to announce that all the resolutions set out in the Notice of Postponement of the Forty-Ninth Annual General Meeting (“Postponed 49th AGM”) of the Company dated 25 August 2021 were duly passed by the shareholders at the Postponed 49th AGM of the Company held earlier today. All the resolutions were voted on by poll and the results of the poll were validated by Commercial Quest Sdn. Bhd., the Independent Scrutineer appointed by the Company. Details of the poll results are set out below. This announcement is dated 23 September 2021.
Voting Results
1. Ordinary Resolution 1
Description
To approve the Directors’ fees up to an aggregate amount of RM168,000.00 for the financial year ending 31 December 2021 and benefit payable to the Directors up to an aggregate amount of RM400,600.00 from 23 September 2021 until the next AGM of the Company and the payment thereof.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
191
56
No. of Shares
168,251,806
117,514
% of Voted Shares
99.9302
0.0698
Result
Accepted
2. Ordinary Resolution 2
Description
To re-elect Dato’ Sri Tai Hean Leng @ Tek Hean Leng who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
216
34
No. of Shares
169,283,083
52,636
% of Voted Shares
99.9689
0.0311
Result
Accepted
3. Ordinary Resolution 3
Description
To re-elect Mr Roy Thean Chong Yew who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
217
34
No. of Shares
169,283,084
52,636
% of Voted Shares
99.9689
0.0311
Result
Accepted
4. Ordinary Resolution 4
Description
To re-elect Ms Ng Siew Peng who is retiring pursuant to Clause 96 of the Constitution of the Company.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
215
34
No. of Shares
169,282,712
52,636
% of Voted Shares
99.9689
0.0311
Result
Accepted
5. Ordinary Resolution 5
Description
To re-appoint Messrs RSM Malaysia as Auditors of the Company and to authorise the Directors to fix their remuneration.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
229
23
No. of Shares
169,326,146
19,158
% of Voted Shares
99.9887
0.0113
Result
Accepted
6. Ordinary Resolution 6
Description
Proposed continuation in office of Dato’ Ikhwan Salim Bin Dato’ Haji Sujak as Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
212
38
No. of Shares
169,271,478
64,142
% of Voted Shares
99.9621
0.0379
Result
Accepted
7. Ordinary Resolution 7
Description
Proposed continuation in office of Mr Ng Wah Lok as Senior Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
214
37
No. of Shares
169,271,579
64,141
% of Voted Shares
99.9621
0.0379
Result
Accepted
8. Ordinary Resolution 8
Description
Proposed continuation in office of Encik Muhammad Hanizam Bin Hj, Borhan as Independent Non-Executive Director.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
212
39
No. of Shares
169,271,477
64,243
% of Voted Shares
99.9621
0.0379
Result
Accepted
9. Ordinary Resolution 9
Description
Proposed Renewal of Authority for the Company to Purchase its own Ordinary Shares.
Shareholder’s Action
For Voting
Voted
For
Against
No. of Shareholders
224
27
No. of Shares
169,277,347
66,957
% of Voted Shares
99.9605
0.0395
Result
Accepted
10. Ordinary Resolution 10
Description
Proposed Renewal of Authority under Sections 75 and 76 of the Act and the Constitution of the Company for the Directors to allot and issue shares.
RENOUNCEABLE RIGHTS ISSUE OF 226,369,915 NEW ORDINARY SHARES IN MALAYSIA STEEL WORKS (KL) BHD (“MASTEEL” OR THE “COMPANY”) (“RIGHTS SHARES”) TOGETHER WITH 226,369,915 FREE DETACHABLE WARRANTS (“WARRANT(S)”) ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING ORDINARY SHARES HELD IN MASTEEL TOGETHER WITH 1 WARRANT FOR EVERY 1 RIGHTS SHARE SUBSCRIBED FOR, AT 5.00 P.M. ON 29 SEPTEMBER 2021 AT AN ISSUE PRICE OF RM0.395 PER RIGHTS SHARE ON A FULL SUBSCRIPTION BASIS (“RIGHTS ISSUE WITH WARRANTS”)
Kindly be advised of the following :
1) The Right commence of trading : 30 Sep 2021 2) The Date of Despatch of the Prospectus and Provisional Allotment Letter of Offer : 01 Oct 2021 3) The last day and time for Acceptance, Renunciation and Payment : 14 Oct 2021 4) The Rights cessation quotation : 07 Oct 2021
The Stock Short Name, Number and ISIN Code MASTEEL-OR, 5098OR and MYL5098OR001
Remarks:- The last date and time for acceptance, excess application and payment is 14 October 2021 at 5:00 p.m..
RENOUNCEABLE RIGHTS ISSUE OF 226,369,915 NEW ORDINARY SHARES IN MALAYSIA STEEL WORKS (KL) BHD (“MASTEEL” OR THE “COMPANY”) (“RIGHTS SHARES”) TOGETHER WITH 226,369,915 FREE DETACHABLE WARRANTS (“WARRANT(S)”) ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING ORDINARY SHARES HELD IN MASTEEL TOGETHER WITH 1 WARRANT FOR EVERY 1 RIGHTS SHARE SUBSCRIBED FOR, AT 5.00 P.M. ON 29 SEPTEMBER 2021 AT AN ISSUE PRICE OF RM0.395 PER RIGHTS SHARE ON A FULL SUBSCRIPTION BASIS (“RIGHTS ISSUE WITH WARRANTS”)
Kindly be advised of the following :
1) The above Company’s securities will be traded and quoted “Ex-Rights Issue” as from: 28 Sep 2021 2) The last date of lodgment : 29 Sep 2021 3) Retention Money: Where securities are not delivered in time for registration by the seller, then the brokers concerned:- a) Selling Broker to deduct<1/3>, of Selling Price against the Selling Client b) Buying Broker to deduct <10%>, of Purchase Price against the Buying Client c) Between Broker and Broker, the deduction of <1/3>, of the Transacted Price is applicable.
Remarks:– This Abridged Prospectus, together with the notice of provisional allotment and rights subscription forms pursuant to the Rights Issue with Warrants (collectively, the “Documents”) will only be despatched to the entitled shareholders whose names appear in Company’s record of depositors and who have a registered address in Malaysia or who have provided the Company’s share registrar, Securities Services (Holdings) Sdn Bhd (“Share Registrar”), with a registered address in Malaysia in writing (“Entitled Shareholder(s)”) not later than 5.00 p.m. on 29 September 2021.
The Documents are not intended to (and will not be made to) comply with the laws of any country or jurisdiction other than Malaysia, and 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 with Warrants complies with the laws of any countries or jurisdictions other than the laws of Malaysia.
The Documents will not be sent to the foreign Entitled Shareholder(s) and/or their renouncee(s) and/or transferee(s) (if applicable) who do not have a registered address in Malaysia. However, such foreign Entitled Shareholder(s) and/or their renouncee(s) and/or transferee(s) (if applicable) may collect the Documents from the Company’s Share Registrar, Securities Services (Holdings) Sdn Bhd, in which event the Company’s Share Registrar shall be entitled to request for such evidence as it deems necessary to satisfy itself as to the identity and authority of the person collecting the aforesaid documents.
RENOUNCEABLE RIGHTS ISSUE OF 226,369,915 NEW ORDINARY SHARES IN MALAYSIA STEEL WORKS (KL) BHD (“MASTEEL” OR THE “COMPANY”) (“RIGHTS SHARES”) TOGETHER WITH 226,369,915 FREE DETACHABLE WARRANTS (“WARRANT(S)”) ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING ORDINARY SHARES HELD IN MASTEEL TOGETHER WITH 1 WARRANT FOR EVERY 1 RIGHTS SHARE SUBSCRIBED FOR, AT 5.00 P.M. ON 29 SEPTEMBER 2021 AT AN ISSUE PRICE OF RM0.395 PER RIGHTS SHARE ON A FULL SUBSCRIPTION BASIS (“RIGHTS ISSUE WITH WARRANTS”)
Despatch Date
01 Oct 2021
Date for commencement of trading of rights
30 Sep 2021
Date for cessation of trading of rights
07 Oct 2021
Date for announcement of final subscription result and basis of allotment of excess Rights Securities
21 Oct 2021
Last date and time for :
Sale of provisional allotment of rights
06 Oct 2021 05:00 PM
Transfer of provisional allotment of rights
08 Oct 2021 04:30 PM
Acceptance and Payment
14 Oct 2021 05:00 PM
Excess share application and payment
14 Oct 2021 05:00 PM
Available/Listing Date
27 Oct 2021
Rights Securities will be listed and quoted as the existing securities of the same class
Yes
Other important dates as the listed issuer may deem appropriate
Entitlement Details
Company Name
MALAYSIA STEEL WORKS (KL) BHD
Entitlement
Ordinary Shares
Ratio (New : Existing)
1.0000 : 2.0000
Rights Issue / Offer Price
Malaysian Ringgit (MYR) 0.3950
Fractional Entitlement
Registrar or Service Provider name, address, telephone no
SECURITIES SERVICES (HOLDINGS) SDN BHD Level 7, Menara Milenium Jalan Damanlela, Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Wilayah Persekutuan Malaysia Tel:0320849000 Fax:0320949940
Remarks :
The last date and time for acceptance, excess application and payment is 14 October 2021 at 5:00 p.m.. This announcement is dated 13 September 2021.
RENOUNCEABLE RIGHTS ISSUE OF 226,369,915 NEW ORDINARY SHARES IN MALAYSIA STEEL WORKS (KL) BHD (“MASTEEL” OR THE “COMPANY”) (“RIGHTS SHARES”) TOGETHER WITH 226,369,915 FREE DETACHABLE WARRANTS (“WARRANT(S)”) ON THE BASIS OF 1 RIGHTS SHARE FOR EVERY 2 EXISTING ORDINARY SHARES HELD IN MASTEEL TOGETHER WITH 1 WARRANT FOR EVERY 1 RIGHTS SHARE SUBSCRIBED FOR, AT 5.00 P.M. ON 29 SEPTEMBER 2021 AT AN ISSUE PRICE OF RM0.395 PER RIGHTS SHARE ON A FULL SUBSCRIPTION BASIS (“RIGHTS ISSUE WITH WARRANTS”)
Ex-Date
28 Sep 2021
Entitlement date
29 Sep 2021
Entitlement time
5:00 PM
Share transfer book & register of members will be
to closed from (both dates inclusive) for the purpose of determining the entitlement
a.Securities transferred into the Depositor’s Securities Account before 4:30 pm in respect of transfers
29 Sep 2021
b.Securities deposited into the Depositor’s Securities Account before 12:30 pm in respect of securities exempted from mandatory deposit
c. Securities bought on the Exchange on a cum entitlement basis according to the Rules of the Exchange.
Number of new shares/securities issued (units) (If applicable)
Rights Issue/Offer Price
Malaysian Ringgit (MYR) 0.3950
Par Value (if applicable)
Entitlement indicator
Ratio
Entitlement Details
Company Name
MALAYSIA STEEL WORKS (KL) BHD
Entitlement
Ordinary Rights
Ratio (New:Existing)
1.0000 : 2.0000
Rights Crediting Date
29 Sep 2021
Fractional Entitlement
Registrar or Service Provider name, address, telephone no
SECURITIES SERVICES (HOLDINGS) SDN BHD Level 7, Menara Milenium Jalan Damanlela, Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Wilayah Persekutuan Malaysia Tel:0320849000 Fax:0320949940
Remarks :
This Abridged Prospectus, together with the notice of provisional allotment and rights subscription forms pursuant to the Rights Issue with Warrants (collectively, the “Documents”) will only be despatched to the entitled shareholders whose names appear in Company’s record of depositors and who have a registered address in Malaysia or who have provided the Company’s share registrar, Securities Services (Holdings) Sdn Bhd (“Share Registrar”), with a registered address in Malaysia in writing (“Entitled Shareholder(s)”) not later than 5.00 p.m. on 29 September 2021. The Documents are not intended to (and will not be made to) comply with the laws of any country or jurisdiction other than Malaysia, and 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 with Warrants complies with the laws of any countries or jurisdictions other than the laws of Malaysia. The Documents will not be sent to the foreign Entitled Shareholder(s) and/or their renouncee(s) and/or transferee(s) (if applicable) who do not have a registered address in Malaysia. However, such foreign Entitled Shareholder(s) and/or their renouncee(s) and/or transferee(s) (if applicable) may collect the Documents from the Company’s Share Registrar, Securities Services (Holdings) Sdn Bhd, in which event the Company’s Share Registrar shall be entitled to request for such evidence as it deems necessary to satisfy itself as to the identity and authority of the person collecting the aforesaid documents. This announcement is dated 13 September 2021.
Following the implementation of full movement control order by the Government of Malaysia to contain the surge of Covid-19 cases in Malaysia, Bursa Malaysia Berhad (“Bursa Malaysia”) had vide its letter dated 16 June 2021 granted an extension of one (1) month’s time for listed issuers to submit their quarterly reports and annual reports which are due on 31 July 2021 and 31 August 2021 respectively.
In consideration of the difficulties in preparing the unaudited quarterly report for the second quarter ended 30 June 2021 (“Unaudited Second Quarterly Report”) during these challenging times, the Board of Masteel wishes to inform that the Company will utilise the extension of time granted by Bursa Malaysia and will ensure that the Unaudited Second Quarterly Report of the Company is issued by 30 September 2021.
We refer to our earlier announcements made on 28 April 2021 and 15 June 2021 in relation to the Notice of the Forty-Ninth Annual General Meeting (“49th AGM”) of the Company and its postponement.
The Board of Directors of the Company (“the Board”) wishes to inform that the Company has obtained approval from the Companies Commission of Malaysia (“CCM”) for an extension of 90 days to convene the 49th AGM from the original due date of 30 June 2021. With the approval granted from the CCM, the Board wishes to announce that the 49th AGM of the Company which was originally scheduled to be held on Thursday, 17 June 2021 is now postponed to Thursday, 23 September 2021 at 2.00 p.m. and that the Postponed 49th AGM will be held via an online meeting platform of https://sshsb.net.my/ provided by SS E Solutions Sdn. Bhd.
Please refer to our Notification to Shareholders, Notice of Postponement of the 49th AGM and the Revised Administrative Guide attached in the amended announcement of the Notice of General Meeting released on even date.
Unless otherwise redefined, the definitions set out in the earlier announcements in relation to the Rights Issue with Warrants shall apply in this announcement.
M&A Securities Sdn Bhd on behalf of the Board wishes to announce that the Board has resolved to revise the issue price for the Rights Shares from RM0.586 to RM0.395 per Rights Share, and the exercise price of the Warrants from RM0.586 to RM0.395 per Warrant.
The revised issue price of the Rights Shares and the revised exercise price of the Warrants were determined by the Board to implement the Rights Issue with Warrants at a more a suitable issue price deemed attractive to encourage subscription of the Rights Shares by the Entitled Shareholders and/or renouncee(s), after taking into consideration, amongst others, the following:
(i) the historical share price movement of Masteel shares, which has declined since the previous price-fixing date of 6 May 2021;
(ii) the 5D-VWAMP of Masteel Shares up to and including 18 August 2021 of RM0.5215, being the market day immediately preceding the date of this announcement; and
(iii)the theoretical ex-all price of Masteel Shares of RM0.4583, calculated based on the 5D-VWAMP of Masteel Shares in (ii).
The revised issue price of the Rights Shares and the revised exercise price of the Warrants represent a discount of 24.3% and 13.8% to the 5D-VWAMP of Masteel Shares up to and including 18 August 2021 (being the market day immediately preceding the date of this announcement) of RM0.5215 and the theoretical ex-all price of Masteel Shares of RM0.4583, respectively. The basis of determining the revised issue price of the Rights Shares and the revised exercise price of the Warrants is in accordance with that which was disclosed in the circular to shareholders dated 8 February 2021.
Premised on the above, the Board is of the view that the revised issue price of the Rights Shares and the revised exercise price of the Warrants are fair.
Unless otherwise redefined, the definitions set out in the earlier announcements in relation to the Rights Issue with Warrants shall apply in this announcement.
On behalf of the Board, M&A Securities wishes to announce that Bursa Securities had vide its letter dated 6 July 2021 resolved to grant Masteel an extension of time until 14 January 2022 to complete the implementation of the Rights Issue with Warrants.
Unless otherwise redefined, the definitions set out in the earlier announcements in relation to the Rights Issue with Warrants shall apply in this announcement.
On behalf of the Board, M&A Securities wishes to announce that an application has been submitted to Bursa Securities to seek an extension of time of 6 months up to 14 January 2022 to implement the Rights Issue with Warrants.
The Company had on 28 April 2021 issued the notice of its Forty-Ninth Annual General Meeting (“49th AGM”) of the Company to be conducted through live streaming from the Broadcast Venue via Remote Participation and Voting Facilities at Masteel Meeting Room, Unit B-05-3A, 5th Floor, Block B (West Wing) PJ8 Office Suite, No. 23, Jalan Barat Seksyen 8, 46050 Petaling Jaya, Selangor Darul Ehsan Malaysia on Thursday, 17 June 2021.
On 28 May 2021, the Government of Malaysia announced the implementation of “total lockdown” from 1 June 2021 to 14 June 2021 and is now further extended to 28 June 2021 to combat the spread of the COVID-19 virus in Malaysia.
Due to the increasing number of COVID-19 cases especially in Klang Valley (Selangor & Wilayah Persekutuan) and the safety of our Board Members and Senior Management is of great concern, the Board of Directors would like to postpone the 49th AGM which was originally scheduled to be held on Thursday, 17 June 2021 to a later date in accordance with the Company’s Constitution.
The decision also was made after taking into account the provision and facilitation of a better and meaningful engagement with shareholders at the 49th AGM of the Company where the Chairman and the Principal Board Members can be present at the Broadcast Venue to ensure seamless experience for shareholders.
The Company will submit an application to the Companies Commission of Malaysia for an extension of time to hold its 49th AGM pursuant to Section 340(4) of the Companies Act 2016.
Meanwhile, the Company will closely monitor the development of COVID-19 and announce the date of convening the 49th AGM in due course.
