THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the next course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. The purpose of this Notice is to provide you with the information pertaining to the suspension of trading of Kulim Shares (as defined herein) on the Official List (as defined herein) and the Entitlement Date (as defined herein) for the SCR (as defined herein). You are not required to take any action. Bursa Malaysia Securities Berhad ( Bursa Securities ) takes no responsibility for the contents of this Notice, makes no representation as to the 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 Notice. KULIM (MALAYSIA) BERHAD (Company No. 23370-V) (Incorporated in Malaysia under the Companies Act, 1965) NOTICE TO SHAREHOLDERS IN RELATION TO THE SUSPENSION OF TRADING OF THE ORDINARY SHARES OF RM0.25 EACH IN KULIM (MALAYSIA) BERHAD ( KULIM ) ( KULIM SHARE(S) ) AND THE ENTITLEMENT DATE FOR THE SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE OF KULIM PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 ( SCR ) Principal Adviser RHB Investment Bank Berhad (Company No. 19663-P) (A Participating Organisation of Bursa Malaysia Securities Berhad) IMPORTANT DATES: Last date and time for trading of Kulim Shares : Friday, 17 June 2016 at 5.00 p.m. Suspension of trading of Kulim Shares : With effect from 9.00 a.m. on Monday, 20 June 2016 Entitlement date for the SCR : Monday, 27 June 2016 at 5.00 p.m. This Notice is dated 13 June 2016
DEFINITIONS Except where the context otherwise requires, the following definitions shall apply throughout this Notice:- Act : The Companies Act, 1965 as amended from time to time AmInvestment Bank or Independent Adviser : AmInvestment Bank Berhad (Company No. 23742-V) Board : The Board of Directors of Kulim Bonus Issue : The bonus issue of up to 7,755,328,245 Bonus Shares issued as fully paid-up by way of capitalisation of Kulim s reserves for the purpose of facilitating the implementation of the SCR Bonus Share(s) : Up to 7,755,328,245 new Kulim Shares to be issued pursuant to the Bonus Issue, which shall be undertaken only to facilitate the implementation of the SCR. The Bonus Shares will not be credited into the CDS accounts of the shareholders of Kulim and will not be listed on the Official List Bursa Depository : Bursa Malaysia Depository Sdn Bhd (Company No. 165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (Company No. 635998-W) CCM : Companies Commission of Malaysia CDS : Central Depository System Circular : The circular to shareholders of Kulim in relation to the SCR dated 11 April 2016 CMSA : Capital Markets and Services Act 2007, and any amendments from time to time Code : Malaysian Code on Take-Overs and Mergers, 2010 Director : Any person occupying the position of a director of a corporation and as defined in Section 2(1) of the CMSA edividend Accounts : The bank accounts registered with Bursa Depository by the Entitled Shareholders for the purposes of receiving their respective electronic cash dividend payment EGM : Extraordinary General Meeting Entitled Shareholders : Shareholders of the Company (other than the Non-Entitled Shareholders) whose names appear on the Company s ROD as at the close of business on the Entitlement Date Entitlement Date : 27 June 2016, being the date determined and announced by the Board, on which the Entitled Shareholders must be registered as a member and whose names must appear in the ROD of Kulim in order to be entitled to the SCR ESOS : Employees share option scheme established by Kulim on 31 December 2013 ESOS Option(s) : Being options which were issued by Kulim on 31 December 2013 under the ESOS Exemption : Exemption application to the SC from having to comply with certain provisions pursuant to Practice Note 44 of the Code in relation to the SCR Explanatory Statement : The explanatory statement prepared by JCorp to the Entitled Shareholders in compliance with Section 12 and First Schedule of the Code in relation to the SCR dated 11 April 2016 i
DEFINITIONS (Cont d) High Court : High Court of Malaya IAL : Independent Advice Letter dated 11 April 2016 from AmInvestment Bank to the Entitled Shareholders in compliance with Section 15 and the Second Schedule of the Code in relation to the SCR IDSB : Intrapreneur Development Sdn Bhd (Company No. 815355-U) Interested Directors : Dato Kamaruzzaman Abu Kassim, who is the President & Chief Executive of JCorp, Ahamad Mohamad, Jamaludin Md Ali, Zulkifli Ibrahim, Rozaini Mohd Sani and Abdul Rahman Sulaiman, who are part of the senior management of JCorp JCorp : Johor Corporation, a statutory body incorporated in Malaysia under the Johor Corporation Enactment No. 4, 1968 (as amended by Enactment No. 5, 1995) JCSSB : JCorp Capital Solutions Sdn Bhd (Company No. 130279-T) JVSB : Johor Ventures Sdn Bhd (Company No. 26380-K) Kulim or the Company Kulim Share(s) or Share(s) : Kulim (Malaysia) Berhad (Company No. 23370-V) : Ordinary share(s) of RM0.25 each in Kulim Listing Requirements : Main Market Listing Requirements of Bursa Securities and any amendments from time to time LPD : 31 May 2016, being the latest practicable date prior to the printing of this Notice Market Day : A day on which Bursa Securities is open for trading of securities Notice : This notice dated 13 June 2016 to the ordinary shareholders of Kulim in relation to the suspension of trading of Kulim Shares and the Entitlement Date for the SCR Non-Entitled Shareholders Non-Interested Directors : JCorp and its PACs, collectively : Directors of Kulim other than the Interested Directors Official List : Official List of the Main Market of Bursa Securities Outstanding ESOS Option(s) : Being 23,252,160 outstanding ESOS Options as at the LPD, whereby each ESOS Option is convertible into one (1) Kulim Share at an exercise price of RM2.69 PACs : Persons acting-in-concert with JCorp in relation to the SCR, namely JCSSB, IDSB, JVSB and TUJB RHB Investment Bank : RHB Investment Bank Berhad (Company No. 19663-P) or Principal Adviser RM and sen : Ringgit Malaysia and sen respectively ROD : Record of Depositors SC : Securities Commission Malaysia SCR : Selective capital reduction and repayment exercise pursuant to Section 64 of the Act involving the reduction of the enlarged issued and paid-up share capital of Kulim (including Bonus Shares) to RM1,000,000 made up of 4,000,000 Kulim Shares by way of cancellation of all Kulim Shares which are in issue save for the 4,000,000 Kulim Shares held by the Non- Entitled Shareholders ii
DEFINITIONS (Cont d) SCR Cash Amount : RM4.10 per Kulim Share, being the cash amount to be paid for each Kulim Share held by the Entitled Shareholders on the Entitlement Date pursuant to the SCR as stated in the SCR Offer Letter SCR Offer Letter : The letter dated 5 November 2015 from JCorp, requesting the Company to undertake the SCR TUJB : Tenaga Utama (Johor) Berhad (Company No. 15273-P) All references to our Company in this Notice are to Kulim. References to we, us, our and ourselves are to our Company, and where the context otherwise requires, shall include our subsidiaries. All references to you in this Notice are to the shareholders of our Company. Words denoting the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified. Any reference to any rules and enactment in this Notice is a reference to that rules and enactment as for the time being amended or re-enacted. Any reference to a time of day in this Notice is a reference to Malaysian time, unless otherwise stated. THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iii
TABLE OF CONTENTS PAGE LETTER TO THE SHAREHOLDERS OF KULIM CONTAINING:- 1. INTRODUCTION 1 2. DETAILS OF THE SCR 2 3. SUSPENSION OF TRADING OF KULIM SHARES 3 4. ENTITLEMENT DATE FOR THE SCR 3 5. MODE OF PAYMENT 3 6. CONSENT 3 7. DIRECTORS RESPONSIBILITY STATEMENT 3 8. FURTHER INFORMATION 4 THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iv
KULIM (MALAYSIA) BERHAD (Company No. 23370-V) (Incorporated in Malaysia under the Companies Act, 1965) Registered Office Level 11, Menara KOMTAR Johor Bahru City Centre 80000 Johor Bahru Johor 13 June 2016 Board of Directors Dato Kamaruzzaman Abu Kassim (Non-Independent Non-Executive Chairman) Ahamad Mohamad (Managing Director) Jamaludin Md Ali (Executive Director) Abdul Rahman Sulaiman (Executive Director) Zulkifli Ibrahim (Non-Independent Non-Executive Director) Rozaini Mohd Sani (Non-Independent Non-Executive Director) Tan Sri Dato Seri Utama Arshad Ayub (Independent Non-Executive Director) Tan Sri Datin Paduka Siti Sa diah Sh Bakir (Independent Non-Executive Director) Datuk Haron Siraj (Independent Non-Executive Director) Dr. Radzuan A. Rahman (Independent Non-Executive Director) Leung Kok Keong (Independent Non-Executive Director) To: Our Shareholders Dear Sir/Madam, NOTICE TO SHAREHOLDERS IN RELATION TO THE SUSPENSION OF TRADING OF KULIM SHARES AND THE ENTITLEMENT DATE FOR THE SCR 1. INTRODUCTION 1.1 On 5 November 2015, we announced that we had on even date received the SCR Offer Letter from our major shareholder, JCorp, on behalf of and together with its PACs, requesting our Company to undertake the SCR which will result in the Non-Entitled Shareholders collectively holding the entire issued and paid-up share capital of the Company upon completion of the SCR. 1.2 On 18 November 2015, RHB Investment Bank, on behalf of our Board, announced that our Board, save for the Interested Directors, had at a meeting held on 17 November 2015 deliberated on the contents of the SCR Offer Letter and has decided to present the SCR to the Entitled Shareholders for their consideration at the EGM. 1.3 On 14 December 2015, RHB Investment Bank, on behalf of our Board, announced that our Board, save for the Interested Directors, had appointed AmInvestment Bank as the Independent Adviser to advise the Entitled Shareholders and Non-Interested Directors in relation to the SCR. 1
1.4 The SC had, vide its letter dated 5 February 2016, approved the Exemption, subject to compliance with the requirements under Paragraph 1.2 of the Practice Note 44 of the Code. 1.5 The SC had, vide its letter dated 4 April 2016, granted its consent for the contents and the issuance of the Circular, Explanatory Statement and IAL pursuant to Paragraphs 1.2(b), (c) and (d) of the Practice Note 44 of the Code. 1.6 On 3 May 2016, RHB Investment Bank, on behalf of our Board, announced that the Entitled Shareholders had approved the SCR at the EGM held on the same day. 1.7 On 2 June 2016, the High Court granted an order confirming the SCR pursuant to Section 64 of the Act. On 9 June 2016, the SCR had become effective upon lodgement of the office copy of the order obtained from the High Court confirming the SCR with the CCM. THE PURPOSE OF THIS NOTICE IS TO PROVIDE YOU WITH THE RELEVANT INFORMATION PERTAINING TO THE SUSPENSION OF TRADING OF KULIM SHARES ON THE OFFICIAL LIST AND THE ENTITLEMENT DATE FOR THE SCR. YOU ARE NOT REQUIRED TO TAKE ANY ACTION. 2. DETAILS OF THE SCR 2.1 The SCR involves Kulim undertaking a selective capital reduction and a corresponding capital repayment to all shareholders of Kulim other than the Non-Entitled Shareholders, whose names appear in the ROD of Kulim as at the Entitlement Date. Pursuant to the SCR, the Entitled Shareholders will receive a capital repayment of RM4.10, being the SCR Cash Amount, for each Kulim Share held by the Entitled Shareholders. The Non-Entitled Shareholders will waive their entitlements to the repayment of capital pursuant to the SCR. 2.2 As at the LPD, Kulim has an issued and paid-up share capital of RM321,086,733 comprising 1,284,346,930 Kulim Shares (excluding treasury shares) and there are 23,252,160 Outstanding ESOS Options. For illustrative purposes, assuming all the Outstanding ESOS Options as at the LPD are exercised prior to the Entitlement Date, the Entitled Shareholders will receive an indicative total repayment amount of approximately RM2.26 billion, which will be effected via the capital reduction and cancellation of 9,058,927,335 Kulim Shares. 2.3 Given that the number of Kulim Shares to be cancelled is higher than the issued and paid-up share capital of Kulim, a bonus issue of up to 7,755,328,245 Bonus Shares will be undertaken by Kulim to increase the issued and paid-up share capital of Kulim up to a level which is sufficient for the capital reduction. Pursuant to the Bonus Issue, the issued and paid-up share capital of Kulim will increase to up to RM2,265,731,834 comprising of 9,062,927,335 Kulim Shares. All Kulim Shares which are then in issue, including the Bonus Shares (which will not be credited into the CDS accounts of the shareholders of Kulim and will not be listed on the Official List), will be cancelled, save for the 4,000,000 Kulim Shares which will then be held by the Non-Entitled Shareholders. 2.4 Upon completion of the SCR, the Non-Entitled Shareholders will collectively hold 100% of the equity interest in Kulim. JCorp does not intend to maintain the listing status of Kulim on the Official List, and as such, following the completion of the SCR, JCorp will request Kulim to apply to Bursa Securities for the de-listing of the entire issued and paid-up share capital of Kulim and the withdrawal of its listing status from the Official List pursuant to Paragraph 16.08 of the Listing Requirements. 2.5 Further details of the SCR had already been set out in the Circular, Explanatory Statement and IAL dated 11 April 2016. 2
3. SUSPENSION OF TRADING OF KULIM SHARES The trading of Kulim Shares on the Official List will be suspended with effect from 9.00 a.m. on Monday, 20 June 2016, being three (3) clear Market Days prior to the Entitlement Date. Accordingly, the last day for trading of Kulim Shares on the Official List prior to the suspension will be 5.00 p.m. on Friday, 17 June 2016. The Kulim Shares will no longer be traded on the Official List following its suspension on Monday, 20 June 2016. For the avoidance of doubt, the trading of Kulim Shares will continue to be suspended with effect from 9.00 a.m. on Monday, 20 June 2016 until the delisting of our Company from the Official List following the completion of the SCR. 4. ENTITLEMENT DATE FOR THE SCR The Entitlement Date for the SCR will be on Monday, 27 June 2016. The Entitled Shareholders shall be entitled to receive the SCR Cash Amount of RM4.10 for each existing Kulim Share held in respect of:- (a) (b) Kulim Shares transferred into your CDS account(s) on or before 4.00 p.m. on Monday, 27 June 2016; and Kulim Shares bought on Bursa Securities on a cum-entitlement basis according to the rules of Bursa Securities. 5. MODE OF PAYMENT The settlement of the SCR Cash Amount will be effected via electronic remittance to the edividend Accounts duly registered with Bursa Depository. For the Entitled Shareholders who do not maintain edividend Accounts, the settlement of the SCR Cash Amount will be effected via remittance in the form of cheques, banker s drafts and/or cashier s orders which will be despatched by ordinary mail to the Entitled Shareholders (or their designated agents, as they may direct) at the Entitled Shareholders registered address last maintained with Bursa Depository at their own risk within ten (10) days from the Entitlement Date. Non-resident Entitled Shareholders are advised that the settlement of the SCR Cash Amount will be made in RM. Non-resident Entitled Shareholders who wish to convert the said consideration received into foreign currency for repatriation may do so after payment of the appropriate fee and/or charges as levied by the respective financial institutions. 6. CONSENT RHB Investment Bank and Pro Corporate Management Services Sdn Bhd have given and have not subsequently withdrawn their written consents to the inclusion in this Notice of their respective names and all references thereto, in the form and context in which they appear. 7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by our Board who individually and collectively accept full responsibility for the accuracy of the information given herein and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or the omission of other facts which would make any statement herein false or misleading. 3
8. FURTHER INFORMATION If you have enquiries concerning this Notice, you may contact our share registrar at the contact details set out below:- Pro Corporate Management Services Sdn Bhd Level 16, Menara KOMTAR Johor Bahru City Centre 80000 Johor Bahru Johor Darul Takzim Tel. No. : 07 226 7476 / 07 219 5064 Fax No. : 07 222 3044 Contact person : Puan Nur Sheila Abdullah Yours faithfully, For and on behalf of the Board of KULIM (MALAYSIA) BERHAD TAN SRI DATO SERI UTAMA ARSHAD AYUB Independent Non-Executive Director 4