THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. BWER If you have sold or transferred all your Warrants 2010/2020 in Pantech Group Holdings Berhad, you should at once hand this notice to warrant holders ( Notice ) to the purchaser or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee respectively. Bursa Malaysia Securities Berhad has not perused this Notice prior to its issuance and takes no responsibility for the contents of this Notice, makes no representation as to its accuracy or completeness and expressly disclaims any liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Notice. THIS NOTICE IS FOR THE INFORMATION OF THE WARRANT HOLDERS ONLY. NO ACTION IS REQUIRED TO BE TAKEN IN RESPECT OF THIS NOTICE. NOTICE TO WARRANT HOLDERS IN RELATION TO THE ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2010/2020 ISSUED BY PANTECH GROUP HOLDINGS BERHAD ( PANTECH ) ( WARRANT(S) A ) PURSUANT TO THE BONUS ISSUE OF UP TO 138,089,185 NEW ORDINARY SHARES OF RM0.20 EACH IN PANTECH ( PANTECH SHARES ) ( BONUS SHARES ) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FIVE (5) EXISTING PANTECH SHARES HELD AS AT 5.00 P.M. ON WEDNESDAY, 21 DECEMBER 2016 Adviser (A Participating Organisation of Bursa Malaysia Securities Berhad) This Notice is dated 10 January 2017
DEFINITIONS For the purpose of this Notice, except where the context otherwise requires, the following terms and expressions shall apply throughout this Notice: Act : The Companies Act, 1965 or any statutory modification, amendment or re-enactment thereof for the time being in force Additional Warrants A : Additional new Warrants A to be issued pursuant to the Adjustments Adjustments : The adjustments to the Exercise Price and number of outstanding Warrants A in accordance with the provisions of the Deed Poll A arising from the Bonus Issue of Shares Board : Board of Directors of Pantech Bonus Issue of Share(s) : The bonus issue of up to 138,089,185 Bonus Shares, credited as fully paid-up on the basis of one (1) Bonus Share for every five (5) existing Pantech Shares held on the Entitlement Date Bonus Share(s) : 123,124,376 new Pantech Shares issued pursuant to the Bonus Issue of Shares Bursa Depository : Bursa Malaysia Depository Sdn Bhd (165570-W) Bursa Securities : Bursa Malaysia Securities Berhad (635998-W) Deed Poll A : The document constituting the Warrants A executed by the Company, dated 11 November 2010 Entitlement Date : 5.00 p.m. on 21 December 2016, being the time and date on which: i. the names of the shareholders of Pantech that appeared in the Record of Depositors for Pantech Shares in order to participate in the Bonus Issue of Shares ; ii. the names of Warrant Holders that appeared in the Record of Depositors for Warrants A in order to be entitled to the Adjustments Entitled Shareholders : Shareholders whose names appear in the Company s Record of Depositors on the Entitlement Date Entitled Warrant Holder(s) : The Warrant Holders whose name appear in the Company s Record of Depositors on the Entitlement Date Exercise Price : The sum payable for every new Pantech Share to be issued pursuant to the exercise of each outstanding Warrants A, subject to adjustments under the circumstances in accordance with the provisions of the Deed Poll A Kenanga IB : Kenanga Investment Bank Berhad (15678-H) Market Day(s) : Any day between Monday and Friday (both days inclusive) which is not a public holiday and on which Bursa Securities is open for trading of securities Memorandum : Memorandum of Provisions for Adjustments of the Exercise Price and Exercise Rights in the Deed Poll A i
DEFINITIONS (Cont'd) Pantech or Company : Pantech Group Holdings Berhad (733607-W) Pantech Group or Group : Pantech and its subsidiaries, collectively Pantech Share(s) : Ordinary shares of RM0.20 each in Pantech Record of Depositors : The record of depositors provided by Bursa Depository to the Company pursuant to the Rules of Bursa Depository RM and sen : Ringgit Malaysia and sen respectively VWAMP : The volume weighted average market price Warrant(s) A : The 74,816,370 outstanding warrants 2010/2020 in Pantech as at the Entitlement Date constituted by the Deed Poll A, which were issued by Pantech on 22 December 2010. Each Warrant A carries the right to subscribe for one (1) new Pantech Share during the ten (10)-year exercise period of the Warrants A up to 21 December 2020 with an exercise price of RM0.60 per Warrant A prior to Adjustments Warrant Holder(s) : Holders of the Warrants A Words denoting the singular shall, where applicable include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders, and vice versa. Reference to persons shall include corporations, unless otherwise specified. Any reference to any enactment in this Notice is a reference to that enactment as for the time being amended or re-enacted. Any reference to 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 ii
TABLE OF CONTENTS Page NOTICE TO THE WARRANT HOLDERS IN RELATION TO THE ADJUSTMENTS CONTAINING: 1. INTRODUCTION...1 2. RATIONALE FOR THE ADJUSTMENTS... 2 3. DETAILS OF THE ADJUSTMENTS... 2 4. EFFECTIVE DATE OF THE ADJUSTMENTS... 3 5. RANKING OF THE ADDITIONAL WARRANTS A AND THE NEW PANTECH SHARES ARISING FROM THE EXERCISE OF THE ADDITIONAL WARRANTS A... 4 6. CONSENTS...4 7. DIRECTORS RESPONSIBILITY STATEMENT... 4 8. DOCUMENTS AVAILABLE FOR INSPECTION... 4 THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK iii
Registered Office: Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur 10 January 2017 Board of Directors Dato Chew Ting Leng (Executive Chairman/Group Managing Director) Dato Goh Teoh Kean (Group Deputy Managing Director) Mr. Tan Ang Ang (Executive Director) Mr. To Tai Wai (Executive Director) Ms. Ng Lee Lee (Executive Director) Mr. Tan Sui Hin (Senior Independent Non-Executive Director) Mr. Loh Wei Tak (Independent Non-Executive Director) Tuan Haji Yusoff Bin Mohamed (Independent Non-Executive Director) Puan Sakinah Binti Salleh (Non-Independent and Non-Executive Director) To: The Warrant Holders Dear Sir/Madam ADJUSTMENTS TO THE EXERCISE PRICE AND THE NUMBER OF OUTSTANDING WARRANTS A IN ACCORDANCE WITH THE DEED POLL A PURSUANT TO THE BONUS ISSUE OF SHARES 1. INTRODUCTION On 7 October 2016, Kenanga IB, on behalf of the Board, announced that the Company proposed to undertake, amongst others, the Bonus Issue of Shares. On 10 November 2016, Kenanga IB had, on behalf of the Board, announced that Bursa Securities had vide its letter dated 10 November 2016, approved amongst others, the listing of and quotation for up to 138,089,185 new Pantech Shares to be issued pursuant to the Bonus Issue of Shares on the Main Market of Bursa Securities. The shareholders of Pantech had approved the Bonus Issue of Shares at the extraordinary general meeting of the Company held on 2 December 2016. Subsequently, on 5 December 2016, Kenanga IB, on behalf of the Board, announced that the Entitlement Date for the Bonus Issue of Shares had been fixed at 5.00 p.m. on 21 December 2016. On 21 December 2016, Kenanga IB, on behalf of the Board, announced that 123,124,376 Bonus Shares were issued, allotted and credited into the CDS accounts of the Entitled Shareholders and pursuant to the Bonus Issue of Shares, the exercise price of Warrant A of RM0.60 shall be adjusted to RM0.50 and a total of 14,963,269 Additional Warrants A will be listed and quoted on the Main Market of Bursa Securities with effect from 9.00 a.m. on 22 December 2016, being the day following the Entitlement Date. 1
THE PURPOSE OF THIS NOTICE IS TO PROVIDE WARRANT HOLDERS WITH THE RELEVANT INFORMATION PERTAINING TO THE ADJUSTMENTS AND THE ADDITIONAL WARRANTS A WHICH WARRANT HOLDERS WILL RECEIVE. THIS NOTICE ALSO SETS OUT BRIEF PARTICULARS OF THE EVENTS GIVING RISE TO THE ADJUSTMENTS, TOGETHER WITH THE RELEVANT COMPUTATION AND THE EFECTIVE DATE OF THE ADJUSTMENTS. NO ACTION IS REQUIRED TO BE TAKEN IN RESPECT OF THIS NOTICE. 2. RATIONALE FOR THE ADJUSTMENTS The Adjustments were made by the Board in accordance with the provisions of Clause 2 (b) of the Memorandum in consultation with Kenanga IB and certified by the Auditors, Messrs SJ Grant Thornton, pursuant to the Bonus Issue of Shares. Clause 2 (b) of the Memorandum stipulates that the Exercise Price and the number of outstanding Warrants A held by each Warrant Holder shall be adjusted if and whenever the Company makes any issue of Pantech Shares to shareholders credited as fully paid-up, by way of capitalisation of profits or reserves (including any share premium account and capital redemption reserve fund). 3. DETAILS OF THE ADJUSTMENTS As at the Entitlement Date, there were 74,816,370 outstanding Warrants A in issue with an Exercise Price of RM0.60. 3.1 Adjustment pursuant to the Bonus Issue of Shares and Bonus Issue of Warrants The Adjustments made in accordance with the provisions of Clause 2 (b) of the Memorandum of Provisions for Adjustments of the Exercise Price and Exercise Rights of Deed Poll A are based on the following formula as set out below: Adjusted Exercise Price Existing A Exercise x Price (A + B) Adjustment to the number of outstanding Warrants A Existing (A + B) Number of x Warrants A Where: A the aggregate number of issued and fully paid-up Pantech Shares on the Entitlement Date immediately before such capitalisation issue; and B the aggregate number of Pantech Shares to be issued pursuant to such allotment to shareholders of Pantech credited as fully paid by way of capitalisation of profits or reserves (including any share premium account and capital redemption reserve fund) 2
Based on the above, the adjustments to the Exercise Price and number of outstanding Warrants A after the Bonus Issue of Shares are as follows: (i) The Exercise Price has been adjusted in the following manner: Adjusted Price Exercise RM0.60 x 616,471,480 (616,471,480 + 123,125,911) RM0.50 (ii) The maximum number of Additional Warrants A to be issued arising from the Adjustments pursuant to the Bonus Issue of Shares is as follows: Adjustment to the number of outstanding Warrants A (616,471,480 + 123,125,911) 74,816,370 x 74,816,370 x 1.2 89,779,644 616,471,480 Maximum number of additional Warrants A to be issued 89,779,644 74,816,370 14,963,274* Note: 3.2 Summary * Inclusive of fractional entitlements (which were disregarded) for the purpose of computation of the Adjustments. Based on the computations in Section 3.1 of this Notice, a summary of the Adjustments is as follows: Before the Adjustments After the adjustments Number of Outstanding Warrants A 74,816,370 89,779,644 Exercise Price of Outstanding Warrants A RM0.60 RM0.50 4. EFFECTIVE DATE OF THE ADJUSTMENTS In accordance with the provisions of Clause 2 (b) of the Memorandum, the effective date of the Adjustments is on 22 December 2016, being the next market day following the Entitlement Date ( Effective Date ). 3
5. RANKING OF THE ADDITIONAL WARRANTS A AND THE NEW PANTECH SHARES ARISING FROM THE EXERCISE OF THE ADDITIONAL WARRANTS A The Additional Warrants A issued shall upon allotment and issue, rank pari passu in all respects with the Warrants A. For avoidance of doubt, the Additional Warrants A issued and/or to be issued shall be identical in all respects with the Warrants A, such that it shall be consolidated to form the same series with the Warrants A and shall be governed by the same terms and conditions as constituted by the Deed Poll A. All the new Pantech Shares to be issued arising from the exercise of the Additional Warrants A shall, upon allotment and issue, rank pari passu in all respects with the existing Pantech Shares, save and except that the new Pantech Shares will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid prior to the relevant date of allotment and issuance of the new Pantech Shares. 6. CONSENTS Kenanga IB and Messrs SJ Grant Thornton have given and have not subsequently withdrawn their written consent to the inclusion of their names and all references thereto in the form and context in which they appear in this Notice. 7. DIRECTORS RESPONSIBILITY STATEMENT This Notice has been seen and approved by the Board and they, collectively and individually accept full responsibility for the accuracy of the information contained herein and confirm that, after having made all reasonable enquiries and to the best of their knowledge and belief, there are no false or misleading statements or other facts the omission of which would make any statement herein false or misleading. 8. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the registered office of the Company at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur, during normal business hours (from 9.00 a.m. to 5.00 p.m.) from Mondays to Fridays (except public holidays) from as long as any of the outstanding Warrants A remain exercisable: (a) The Deed Poll A; (b) (c) (d) The letter from Messers SJ Grant Thornton setting out the agreed upon procedures performed on the computation of the Adjustments in accordance with the provisions of Deed Poll A; The certificate signed by a director of Pantech setting forth brief particulars of the event giving rise to the Adjustments, the Adjustments and the effective date of the Adjustments; and The letters of consent referred to in Section 6 of this Notice. Yours faithfully For and on behalf of the Board PANTECH GROUP HOLDINGS BERHAD DATO CHEW TING LENG Executive Chairman/Group Managing Director 4