-
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION
If you are in any doubt as to the course of action to be taken,
you should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the
contents of this Circular, makes no representation as to its
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 Circular.
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN GLOBAL BERHAD ("THRIVEN") ("THRIVEN SHARE(S) OR SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 8 BONUS SHARES FOR EVERY 25
EXISTING THRIVEN SHARES HELD ON AN ENTITLEMENT DATE TO BE
DETERMINED AND ANNOUNCED LATER ("PROPOSED BONUS ISSUE")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd (Company No. 194990-K)
(A Participating Organisation of Bursa Malaysia Securities
Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of
Thriven which is scheduled to be held at Level 23A, Menara LGB,
No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur,
Malaysia on Thursday, 23 August 2018 at 10.30 a.m., or at any
adjournment thereof, together with the Proxy Form are enclosed
herein.
A member entitled to attend, participate, speak and vote at the
EGM is entitled to appoint a proxy or proxies to attend,
participate, speak and vote on his/ her behalf. In such event, the
Proxy Form must be lodged at the Registered Office of Thriven at
Level 23A, Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr.
Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours before
the stipulated time for holding the EGM or at any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
Last date and time for lodging the Proxy Form …........ :
Tuesday, 21 August 2018 at 10.30 a.m.
Date and time of the EGM …………………………....... : Thursday, 23 August
2018 at 10.30 a.m.
This Circular is dated 6 August 2018
-
DEFINITIONS
Except where the context otherwise requires, the following
definitions shall apply throughout this Circular:-
"Act" : The Companies Act, 2016
"Additional Warrants B" : Up to 60,271,859 additional Warrants B
to be issued arising from the adjustments to be made in accordance
with the provisions of the Deed Poll B pursuant to the Proposed
Bonus Issue
"Board" : The Board of Directors of Thriven
"Bonus Share(s)" : Up to 180,815,579 new Thriven Shares to be
issued pursuant to the Proposed Bonus Issue
"Bursa Depository" : Bursa Malaysia Depository Sdn Bhd
"Bursa Securities" : Bursa Malaysia Securities Berhad
"Deed Poll B" : The deed poll dated 22 September 2015
constituting the Warrants B
"Director(s)" : A natural person who holds directorship in the
Company and shall have the meaning given in Section 2(1) of the
Capital Markets and Services Act, 2007 and includes:-
i. In the case of an issuer of structured warrants, a director
of the issuer of the structured warrants; or
ii. In the case of an applicant or listed issuer which is a
collective investment scheme, a director of a management company or
a director of the trustee-manager, as the case may be
"EGM" : Extraordinary General Meeting
"Entitlement Date" : A date to be determined and announced later
by the Board, on which the names of the shareholders of the Company
must appear in the Record of Depositors of the Company as at 5.00
p.m. in order to participate in the Proposed Bonus Issue
"EPS" : Earnings per Share
"FYE" : Financial year ended/ ending
"Listing Requirements" : Main Market Listing Requirements of
Bursa Securities
"LPD" : 30 July 2018, being the latest practicable date prior to
the printing and despatch of this Circular
"Market Day(s)" : Any day between Monday to Friday (inclusive),
excluding public holidays, and a day on which Bursa Securities is
open for trading of securities
"Maximum Scenario" : Assuming all the 188,349,562 outstanding
Warrants B are exercised prior to the implementation of the
Proposed Bonus Issue
"Minimum Scenario" : Assuming none of the 188,349,562
outstanding Warrants B are exercised prior to the implementation of
the Proposed Bonus Issue
"NA" : Net assets attributable to ordinary equity holders of the
Company
i
-
DEFINITIONS (CONT'D)
ii
"Proposed Bonus Issue"
: Proposed bonus issue of up to 180,815,579 Bonus Shares on the
basis of 8 Bonus Shares for every 25 existing Thriven Shares held
on the Entitlement Date
"RM" and "sen" : Ringgit Malaysia and sen, respectively
"Thriven" or the "Company"
: Thriven Global Berhad
"Thriven Group" or the "Group"
: Thriven and its subsidiary companies, collectively
"Thriven Share(s)" or"Share(s)"
: Ordinary shares in Thriven
"Warrant(s) B" : The 188,349,562 outstanding warrant(s) 2015/
2020 in Thriven as at the LPD constituted by the Deed Poll B, each
warrant carries the entitlement to subscribe for 1 new Thriven
Share during the 5 year exercise period up to 5 October 2020 at an
exercise price of RM0.64 per Warrant B
Words incorporating 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 in this Circular to any enactment is a reference
to that enactment as for the time being amended or re-enacted. Any
reference to a time of day in this Circular shall be a reference to
Malaysian time, unless otherwise specified.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
ii
-
TABLE OF CONTENTS
iii
PAGELETTER TO THE SHAREHOLDERS OF THRIVEN IN RELATION TO THE
PROPOSED BONUS ISSUE CONTAINING:-
1. INTRODUCTION 1
2. DETAILS OF THE PROPOSED BONUS ISSUE 2
3. RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE
4
4. EFFECTS OF THE PROPOSED BONUS ISSUE 4
5. HISTORICAL SHARE PRICES 11
6. APPROVALS REQUIRED/ OBTAINED 11
7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR PERSONS
CONNECTED TO THEM
12
8. ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE
FOR IMPLEMENTATION
12
9. PROPOSALS ANNOUNCED BUT PENDING COMPLETION 12
10. DIRECTORS' RECOMMENDATION 13
11. EGM 13
12. FURTHER INFORMATION 13
APPENDIX
I. FURTHER INFORMATION 14
NOTICE OF EGM ENCLOSED
PROXY FORM ENCLOSED
iii
-
1
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
Registered Office
Level 23A, Menara LGB No. 1, Jalan Wan Kadir
Taman Tun Dr. Ismail 60000 Kuala Lumpur
Malaysia
6 August 2018
Board of Directors
Datuk Fakhri Yassin Bin Mahiaddin (Executive Chairman)Ghazie
Yeoh Bin Abdullah (Group Managing Director) Dato' Low Keng Siong
(Executive Director)Lim Kok Beng (Independent Non-Executive
Director)Henry Choo Hon Fai (Independent Non-Executive
Director)Rewi Hamid Bugo (Independent Non-Executive Director)Lee
Eng Leong (Non-Independent Non-Executive Director)
To: The shareholders of Thriven Global Berhad
Dear Sir/ Madam,
PROPOSED BONUS ISSUE
1. INTRODUCTION
On 6 July 2018, UOBKH had on behalf of the Board, announced that
the Company had proposed to undertake a proposed bonus issue of up
to 180,815,579 new Thriven Shares on the basis of 8 Bonus Shares
for every 25 existing Thriven Shares held on an entitlement date to
be determined and announced later.
For information purposes, we wish to highlight that the Proposed
Bonus Issue shall be undertaken via the previous framework (the par
value regime) and as such the compliance with Paragraph 6.30(1A)
(i.e. pricing condition of not less than RM0.50 based on the daily
volume weighted average share price during the 3-month period
before the application date) of the Listing Requirements is not
applicable in this case.
On 27 July 2018, UOBKH had on behalf of the Board, announced
that Bursa Securities had, vide its letter dated 27 July 2018,
resolved to approve the listing of and quotation for:-
i. up to 180,815,579 Bonus Shares to be issued pursuant to the
Proposed Bonus Issue;
ii. up to 60,271,859 Additional Warrants B arising from the
adjustment to be made pursuant to the Proposed Bonus Issue; and
iii. up to 60,271,859 new Thriven Shares to be issued pursuant
to the exercise of the Additional Warrants B,
subject to the conditions set out in Section 6 of this
Circular.
1
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
Registered Office
Level 23A, Menara LGB No. 1, Jalan Wan Kadir
Taman Tun Dr. Ismail 60000 Kuala Lumpur
Malaysia
6 August 2018
Board of Directors
Datuk Fakhri Yassin Bin Mahiaddin (Executive Chairman)Ghazie
Yeoh Bin Abdullah (Group Managing Director) Dato' Low Keng Siong
(Executive Director)Lim Kok Beng (Independent Non-Executive
Director)Henry Choo Hon Fai (Independent Non-Executive
Director)Rewi Hamid Bugo (Independent Non-Executive Director)Lee
Eng Leong (Non-Independent Non-Executive Director)
To: The shareholders of Thriven Global Berhad
Dear Sir/ Madam,
PROPOSED BONUS ISSUE
1. INTRODUCTION
On 6 July 2018, UOBKH had on behalf of the Board, announced that
the Company had proposed to undertake a proposed bonus issue of up
to 180,815,579 new Thriven Shares on the basis of 8 Bonus Shares
for every 25 existing Thriven Shares held on an entitlement date to
be determined and announced later.
For information purposes, we wish to highlight that the Proposed
Bonus Issue shall be undertaken via the previous framework (the par
value regime) and as such the compliance with Paragraph 6.30(1A)
(i.e. pricing condition of not less than RM0.50 based on the daily
volume weighted average share price during the 3-month period
before the application date) of the Listing Requirements is not
applicable in this case.
On 27 July 2018, UOBKH had on behalf of the Board, announced
that Bursa Securities had, vide its letter dated 27 July 2018,
resolved to approve the listing of and quotation for:-
i. up to 180,815,579 Bonus Shares to be issued pursuant to the
Proposed Bonus Issue;
ii. up to 60,271,859 Additional Warrants B arising from the
adjustment to be made pursuant to the Proposed Bonus Issue; and
iii. up to 60,271,859 new Thriven Shares to be issued pursuant
to the exercise of the Additional Warrants B,
subject to the conditions set out in Section 6 of this
Circular.
1
-
2
THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF
THRIVEN WITH THE RELEVANT INFORMATION ON THE PROPOSED BONUS ISSUE
AS WELL AS TO SEEK THE APPROVAL FROM THE SHAREHOLDERS OF THRIVEN
FOR THE RESOLUTION PERTAINING TO THE PROPOSED BONUS ISSUE TO BE
TABLED AT THE FORTHCOMING EGM. THE NOTICE OF THE FORTHCOMING EGM
AND THE PROXY FORM ARE ENCLOSED TOGETHER WITH THIS CIRCULAR.
SHAREHOLDERS OF THRIVEN ARE ADVISED TO READ AND CONSIDER
CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE APPENDIX
CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION PERTAINING TO THE
PROPOSED BONUS ISSUE TO BE TABLED AT THE FORTHCOMING EGM.
2. DETAILS OF THE PROPOSED BONUS ISSUE
2.1 Basis and number of Bonus Shares to be issued
The Proposed Bonus Issue will entail an issuance of up to
180,815,579 Bonus Shares on the basis of 8 Bonus Shares for every
25 existing Thriven Shares held by shareholders of Thriven whose
names appear in the Record Of Depositors of the Company on the
Entitlement Date.
The Company had on 28 February 2018 announced that it proposes
to undertake a private placement of up to 10% of the total issued
shares of Thriven to third party investor(s) to be identified later
("Private Placement"). Subsequently, the Company had on 13 March
2018, announced that Bursa Securities had, vide its letter dated 12
March 2018, resolved to approve the Private Placement subject to
the conditions set out in the aforementioned announcement.
In conjunction with the Proposed Bonus Issue, the Company has
undertaken not to place out any Thriven Shares pursuant to the
Private Placement until the completion of the Proposed Bonus
Issue.
Based on the existing issued share capital of Thriven of
RM44,851,913 comprising 376,699,125 Shares as at the LPD, a total
of 120,543,720 Bonus Shares may be issued under the Minimum
Scenario and in the event all the 188,349,562 outstanding Warrants
B are exercised prior to the implementation of the Proposed Bonus
Issue, a total of up to 180,815,579 Bonus Shares may be issued
under the Maximum Scenario pursuant to the Proposed Bonus
Issue.
Fractional entitlements arising from the Proposed Bonus Issue,
if any shall be dealt with in such manner as the Board shall in its
absolute discretion deem fit and expedient and to be in the best
interest of the Company.
The Proposed Bonus Issue will not be implemented on a staggered
basis.
2.2 Capitalisation of reserve
The Proposed Bonus Issue shall be wholly capitalised from the
share premium account before capitalising the remaining balance
from the retained earnings account of the Company.
An illustration of the proposed capitalisation for the Proposed
Bonus Issue based on Thriven's audited financial statements for the
FYE 31 December 2017 and the latest unaudited quarterly report for
the 3-month FPE 31 March 2018 (at the Company Level) is set out in
the following page:-
2
-
3
Minimum Scenario
Company level
Audited FYE 31 December 2017Unaudited 3-month FPE
31 March 2018Share
premiumRetained earnings Total
Share premium
Retained earnings Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Amount 7,182 31,246 38,428 7,182 30,850 38,032
Less: Amount to be capitalised for the Proposed Bonus
Issue*1
(7,182) (4,872) (12,054) (7,182) (4,872) (12,054)
Less: Estimated expenses
- (100) (100) - (100) (100)
After the Proposed Bonus Issue
- 26,274 26,274 - 25,878 25,878
Note:-
*1 The capitalisation amount is calculated based on 120,543,720
Bonus Shares to be issued under the Minimum Scenario multiplied by
the last known par value of the Company, i.e. RM0.10
Maximum Scenario
Company level
Audited FYE 31 December 2017Unaudited 3-month FPE
31 March 2018Share
premiumRetained earnings Total
Share premium
Retained earnings Total
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Amount 7,182 31,246 38,428 7,182 30,850 38,032
Less: Amount to be capitalised for the Proposed Bonus
Issue*1
(7,182) (10,900) (18,082) (7,182) (10,900) (18,082)
Less: Estimated expenses
- (100) (100) - (100) (100)
After the Proposed Bonus Issue
- 20,246 20,246 - 19,850 19,850
Note:-
*1 The capitalisation amount is calculated based on 180,815,579
Bonus Shares to be issued under the Maximum Scenario multiplied by
the last known par value of the Company, i.e. RM0.10
The Board confirms that the Proposed Bonus Issue and the
implementation of the Proposed Bonus Issue is and will be in full
compliance with the Act and Practice Note 1/2017 issued by the
Companies Commission of Malaysia for the purposes of Section
618(3)(c) of the Act.
The Board also confirms that in accordance with Paragraph 6.30
of the Listing Requirements, the Company has sufficient reserves
for capitalisation of the Bonus Shares and the reserves available
to be capitalised for the Proposed Bonus Issue is unimpaired by
losses on a consolidated basis based on Thriven's latest audited
consolidated financial statements for the FYE 31 December 2017 and
the latest unaudited quarterly report for the 3-month FPE 31 March
2018.
3
-
4
2.3 Ranking of the Bonus Shares
The Bonus Shares will upon allotment and issuance rank pari
passu in all respects with the then existing Shares save and except
that the Bonus Shares will not be entitled to any dividends,
rights, allotments and/or any other forms of distribution where the
entitlement date of such dividends, rights, allotments and/ or any
other forms of distribution precedes the relevant date of allotment
and issuance of the Bonus Shares.
2.4 Listing of and quotation for the Bonus Shares
Approval has been obtained from Bursa Securities vide its letter
dated 27 July 2018 for the listing of and quotation for the Bonus
Shares to be issued pursuant to the Proposed Bonus Issue on the
Main Market of Bursa Securities.
The Bonus Shares shall be listed and quoted on the Main Market
of Bursa Securities on the next Market Day following the
Entitlement Date.
3. RATIONALE AND JUSTIFICATIONS
After due consideration, the Board is of the view that the
Proposed Bonus Issue is the most appropriate avenue of rewarding
the existing shareholders of the Company while at the same time
enhance the Company's capital base as the Proposed Bonus Issue
will:-
i. Reward existing shareholders of the Company for their
continuous support;
ii. Increase the Company's issued share capital to a level which
would be more reflective of its current scale of operations and
assets employed;
iii. Enlarge the number of ordinary shares in the Company held
by the Company's existing shareholders, albeit without increasing
the percentage equity interest; and
iv. Be able to possibly encourage trading liquidity of the
Company's ordinary shares on Bursa Securities and greater
participation by investors as well as potentially broadening the
shareholder base of the Company.
4. EFFECTS OF THE PROPOSED BONUS ISSUE
4.1 Issued share capital
The pro forma effects of the Proposed Bonus Issue on the issued
share capital of the Company are set out below:-
Minimum Scenario Maximum ScenarioNo. of Shares RM No. of Shares
RM
Issued share capital as at the LPD
376,699,125 44,851,913*1 376,699,125 44,851,913*1
Assuming full exercise of the Warrants B
- - 188,349,562 120,543,720*2
Reversal of warrant reserve pursuant to the full exercise of the
Warrants B
- 14,126,217*3
376,699,125 44,851,913 565,048,687 179,521,850
4
-
5
Minimum Scenario Maximum ScenarioNo. of Shares RM No. of Shares
RM
Bonus Shares to be issued pursuant to the Proposed Bonus
Issue
120,543,720 4,872,372*4 180,815,579 10,899,558*5
Enlarged issued share capital
497,242,845 49,724,285 745,864,266 190,421,408
Notes:-
*1 Pursuant to Section 618(2) of the Act, the share premium
account has become part of the share capital account. In accordance
with Section 618(3)(c) of the Act, the Company may utilise the
amount of RM7,182,000 standing to the credit of the share premium
account within a period of 24 months from 31 January 2017 for the
Proposed Bonus Issue
*2 Computed based on the exercise price of RM0.64 per Warrant
B
*3 Reversal of warrant reserve to share capital pursuant to the
full exercise of the Warrants B
*4 The capitalisation is based on the last known par value of
Thriven Shares of RM0.10 each prior to the commencement of the Act.
Approximately RM7.18 million is capitalised from the share premium
account (which has become part of the share capital account) and
the remaining RM4.87 million is capitalised from the retained
earnings account under the Minimum Scenario
*5 The capitalisation is based on the last known par value of
Thriven Shares of RM0.10 each prior to the commencement of the Act.
Approximately RM7.18 million is capitalised from the share premium
account (which has become part of the share capital account) and
the remaining RM10.90 million is capitalised from the retained
earnings account under the Maximum Scenario
4.2 NA per Share and gearing
Based on the latest audited consolidated statements of financial
position of Thriven Group as at 31 December 2017, the pro forma
effects of the Proposed Bonus Issue on the NA per Share and gearing
of the Group are set out below:-
Minimum Scenario
Audited as at 31 December 2017
After the Proposed Bonus
IssueRM'000 RM'000
Share capital 44,852 49,724*1
Warrant reserve 14,126 14,126Capital reserve 89,559
89,559Retained earnings 11,056 6,084*2
Shareholders' funds/ NA 159,593 159,493Non-controlling interest
(3,833) (3,833)Total equity 155,760 155,660
No. of Shares in issue (000) 376,699 497,243NA per Share (RM)
0.42 0.32Total borrowings (RM'000) 160,906 160,906Gearing ratio
(times) 1.03 1.03
Notes:-
*1 After accounting for the capitalisation of approximately
RM7.18 million from the share premium account pursuant to the
Proposed Bonus Issue. Pursuant to Section 618(2) of the Act, the
share premium account has become part of the share capital
account
*2 After accounting for the capitalisation for the remaining
balance of approximately RM4.87 million and the estimated expenses
of RM100,000 from the retained earnings account pursuant to the
Proposed Bonus Issue
5
-
6
Maximum Scenario I II
Audited as at 31 December 2017
Assuming all the outstanding
Warrants B are exercised
After I and the Proposed Bonus
Issue RM'000 RM'000 RM'000 Share capital 44,852 179,522*1*2
190,421*3 Warrant reserve 14,126 -*2 -
Capital reserve 89,559 89,559 89,559 Retained earnings 11,056
11,056 56*4
Shareholders' funds/ NA 159,593 280,137 280,036 Non-controlling
interest (3,833) (3,833) (3,833) Total equity 155,760 276,304
276,203 No. of Shares in issue (000) 376,699 565,049 745,864 NA per
Share (RM) 0.42 0.50 0.38 Total borrowings (RM'000) 160,906 160,906
160,906 Gearing ratio (times) 1.03 0.58 0.58 Notes:-
*1 Assuming all the outstanding Warrants B are exercised at
RM0.64 per Warrant B *2 Reversal of warrant reserve to share
capital pursuant to the full exercise of the Warrants B *3 After
accounting for the capitalisation of approximately RM7.18 million
from the share premium
account pursuant to the Proposed Bonus Issue. Pursuant to
Section 618(2) of the Act, the share premium account has become
part of the share capital account
*4 After accounting for the capitalisation for the remaining
balance of approximately RM10.90 million
and the estimated expenses of RM100,000 from the retained
earnings account pursuant to the Proposed Bonus Issue
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
6
-
7
4.3
Subs
tant
ial s
hare
hold
ing
stru
ctur
e Th
e pr
o fo
rma
effe
cts
of th
e Pr
opos
ed B
onus
Issu
e on
the
subs
tant
ial s
hare
hold
ers'
shar
ehol
ding
s of
the
Com
pany
are
set
out
bel
ow:-
Min
imum
Sce
nario
Shar
ehol
ding
s as
at t
he L
PD
Afte
r the
Pro
pose
d B
onus
Issu
e
Su
bsta
ntia
l sha
reho
lder
s N
o. o
f Sha
res
%
No. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
Tela
dan
Kuas
a Sd
n Bh
d 11
2,51
8,79
0 29
.87
-
- 14
8,52
4,80
2 29
.87
-
- Ke
tapa
ng C
apita
l Sdn
Bhd
-
- 11
2,51
8,79
0*1
29.8
7
- -
148,
524,
802*
1 29
.87
D
atuk
Fak
hri Y
assi
n bi
n M
ahia
ddin
-
- 11
2,51
8,79
0*2
29.8
7
- -
148,
524,
802*
2 29
.87
M
ulph
a In
tern
atio
nal B
erha
d 91
,893
,076
24
.39
-
- 12
1,29
8,86
0 24
.39
-
- N
autic
al In
vest
men
ts L
imite
d -
- 91
,893
,076
*3
24.3
9
- -
121,
298,
860*
3 24
.39
M
ount
batte
n C
orpo
ratio
n -
- 91
,893
,076
*4
24.3
9
- -
121,
298,
860*
4 24
.39
M
ount
Glo
ry In
vest
men
ts L
imite
d -
- 91
,893
,076
*5
24.3
9
- -
121,
298,
860*
5 24
.39
Yo
ng P
it C
hin
- -
91,8
93,0
76*6
24
.39
-
- 12
1,29
8,86
0*6
24.3
9
Lee
Seng
Hua
ng
- -
91,8
93,0
76*7
24
.39
-
- 12
1,29
8,86
0*7
24.3
9
Dat
o' L
ow K
eng
Sion
g 38
,079
,250
10
.11
-
- 50
,264
,610
10
.11
- -
N
otes
:-
*1 D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e A
ct b
y vi
rtue
of it
s sh
areh
oldi
ng in
Tel
adan
Kua
sa S
dn B
hd
*2 D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e A
ct b
y vi
rtue
of h
is s
hare
hold
ing
in K
etap
ang
Cap
ital S
dn B
hd
*3 D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e A
ct b
y vi
rtue
of it
s sh
areh
oldi
ng in
Mul
pha
Inte
rnat
iona
l Ber
had
*4 D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e A
ct b
y vi
rtue
of it
s sh
areh
oldi
ng in
Nau
tical
Inve
stm
ents
Lim
ited
*5
Dee
med
inte
rest
pur
suan
t to
Sec
tion
8 of
the
Act
by
virtu
e of
its
shar
ehol
ding
in M
ount
batte
n C
orpo
ratio
n *6
Dee
med
inte
rest
pur
suan
t to
Sec
tion
8 of
the
Act
by
virtu
e of
her
sha
reho
ldin
g in
Mou
nt G
lory
Inve
stm
ents
Lim
ited
*7
D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e A
ct b
y vi
rtue
of h
is fa
mily
rela
tions
hip
with
Yon
g P
it C
hin
7
-
8
Max
imum
Sce
nario
III
Shar
ehol
ding
s as
at t
he L
PDAs
sum
ing
full
exer
cise
of W
arra
nts
B*1
Afte
r I a
nd a
fter t
he P
ropo
sed
Bon
us Is
sue
Subs
tant
ial s
hare
hold
ers
No.
of
Shar
es%
No.
of
Shar
es%
No.
of
Shar
es%
No.
of
Shar
es%
No.
of
Shar
es%
No.
of
Shar
es%
Tela
dan
Kuas
a Sd
n Bh
d11
2,51
8,79
029
.87
--
168,
778,
262
29.8
7 -
-22
2,78
7,30
529
.87
--
Keta
pang
Cap
ital S
dn B
hd-
-11
2,51
8,79
0*2
29.8
7 -
-16
8,77
8,26
2*2
29.8
7 -
-22
2,78
7,30
5*2
29.8
7D
atuk
Fa
khri
Yass
in
bin
Mah
iadd
in-
-11
2,51
8,79
0*3
29.8
7 -
-16
8,77
8,26
2*3
29.8
7 -
-22
2,78
7,30
5*3
29.8
7
Mul
pha
Inte
rnat
iona
l Ber
had
91,8
93,0
7624
.39
--
137,
939,
613
24.4
1 -
-18
2,08
0,28
924
.41
--
Nau
tical
Inve
stm
ents
Lim
ited
--
91,8
93,0
76*4
24.3
9 -
-13
7,93
9,61
3*4
24.4
1 -
-18
2,08
0,28
9*4
24.4
1 M
ount
batte
n C
orpo
ratio
n-
-91
,893
,076
*524
.39
--
137,
939,
613*
524
.41
--
182,
080,
289*
524
.41
Mou
nt
Glo
ry
Inve
stm
ents
Li
mite
d-
-91
,893
,076
*624
.39
--
137,
939,
613*
624
.41
--
182,
080,
289*
624
.41
Yong
Pit
Chi
n-
-91
,893
,076
*724
.39
--
137,
939,
613*
724
.41
--
182,
080,
289*
724
.41
Lee
Seng
Hua
ng-
-91
,893
,076
*824
.39
--
137,
939,
613*
824
.41
--
182,
080,
289*
824
.41
Dat
o' L
ow K
eng
Sion
g38
,079
,250
10.1
1 -
-56
,569
,090
10.0
1 -
-74
,671
,198
10.0
1-
-
Not
es:-
*1A
ssum
ing
full
exer
cise
of t
he W
arra
nts
B h
eld
by th
e fo
llow
ing
subs
tant
ial s
hare
hold
ers
as a
t the
LP
D:-
Subs
tant
ial s
hare
hold
ers
No.
of W
arra
nts
B (d
irect
)N
o. o
f War
rant
s B
(ind
irect
)
Tela
dan
Kua
sa S
dn B
hd56
,259
,472
-K
etap
ang
Cap
ital S
dn B
hd-
56,2
59,4
72D
atuk
Fak
hri Y
assi
n bi
n M
ahia
ddin
-56
,259
,472
Mul
pha
Inte
rnat
iona
l Ber
had
46,0
46,5
37-
Nau
tical
Inve
stm
ents
Lim
ited
-46
,046
,537
Mou
ntba
tten
Cor
pora
tion
-46
,046
,537
Mou
nt G
lory
Inve
stm
ents
Lim
ited
-46
,046
,537
Yon
g P
it C
hin
-46
,046
,537
Lee
Sen
g H
uang
-46
,046
,537
Dat
o' L
ow K
eng
Sion
g18
,489
,840
-
8
-
9
*2D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e Ac
t by
virtu
e of
its
shar
ehol
ding
in T
elad
an K
uasa
Sdn
Bhd
*3D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e Ac
t by
virtu
e of
his
sha
reho
ldin
g in
Ket
apan
g C
apita
l Sdn
Bhd
*4D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e Ac
t by
virtu
e of
its
shar
ehol
ding
in M
ulph
a In
tern
atio
nal B
erha
d
*5D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
e Ac
t by
virtu
e of
its
shar
ehol
ding
in N
autic
al In
vest
men
ts L
imite
d
*6D
eem
ed in
tere
st p
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ant t
o S
ectio
n 8
of th
e Ac
t by
virtu
e of
its
shar
ehol
ding
in M
ount
batte
n C
orpo
ratio
n
*7D
eem
ed in
tere
st p
ursu
ant t
o S
ectio
n 8
of th
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t by
virtu
e of
her
sha
reho
ldin
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Mou
nt G
lory
Inve
stm
ents
Lim
ited
*8D
eem
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tere
st p
ursu
ant t
o S
ectio
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of th
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t by
virtu
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his
fam
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ith Y
ong
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THE
RES
T O
F TH
IS P
AGE
HAS
BEE
N IN
TEN
TIO
NAL
LY L
EFT
BLA
NK
9
-
10
4.4 Earnings and EPS
The Proposed Bonus Issue, which is expected to be completed by
the third quarter of 2018 is not expected to have any material
effect on the earnings of Thriven Group for the FYE 31 December
2018. However, there will be a dilution in the EPS of the Group due
to the increase in the number of Thriven Shares in issue arising
from the Proposed Bonus Issue.
4.5 Convertible securities
Save for the outstanding Warrants B, the Company does not have
any other existing convertible securities as at the LPD.
The Proposed Bonus Issue may give rise to adjustments to the
exercise price and/ or number of outstanding Warrants B held by
each holder of the Warrants B pursuant to the Deed Poll B. Any
adjustment which is required will be made in accordance with the
provisions of the Deed Poll B to mitigate any potential equity
dilution resulting from the Proposed Bonus Issue, and to ensure
that the status of the holders of the outstanding Warrants B are
not prejudiced after the Proposed Bonus Issue. Other provisions
stipulated in the Deed Poll B including the rights and obligations
of the holders of the Warrants B will remain unchanged.
Any necessary adjustments to the exercise price and additional
number of Warrants B to be issued arising from the Proposed Bonus
Issue in relation to the outstanding Warrants B will only be
finalised on the Entitlement Date. In addition, a notice will be
despatched to the respective holders of Warrants B in the event of
any such adjustments.
Strictly for illustrative purposes only, assuming the adjustment
to the exercise price and additional number of Warrants B had
already been effected as at the LPD pursuant to the Proposed Bonus
Issue, the said adjustment to the outstanding Warrants B shall be
computed as set out below:-
New exercise price = S x A(A + B)
= RM0.64 x 376,699,125(376,699,125 + 120,543,720)
= RM0.48 (rounded downwards)
No. of Additional Warrants B = T x
(A + B)- TA
= 188,349,562 x (376,699,125 + 120,543,720) -
188,349,562376,699,125
= 60,271,859 (rounded downwards)
Whereby:-
S = Existing exercise price of Warrants BT = Existing number of
Warrants BA = Aggregate number of Shares in issue on the
Entitlement Date immediately
preceding such capitalisation issueB = Aggregate number of
Shares to be issued pursuant to any allotment to the
shareholders by way of capitalisation of profits or reserves
(including any share premium account and capital redemption reserve
fund)
10
-
11
5. HISTORICAL SHARE PRICES
The monthly highest and lowest market prices of Thriven Shares
as traded on Bursa Securities for the past 12 months from August
2017 to July 2018 are set out below:-
High LowRM RM
2017August 0.270 0.230September 0.285 0.240October 0.265
0.235November 0.265 0.235December 0.265 0.200
2018January 0.230 0.215February 0.205 0.195March 0.210
0.175April 0.200 0.175May 0.650 0.190June 0.485 0.360July 0.445
0.390
Last transacted market price on 5 July 2018 RM0.405(being the
last transacted date prior to the announcement on the Proposed
Bonus Issue)
Last transacted market price on the LPD RM0.415
(Source: Bloomberg)
6. APPROVALS REQUIRED/OBTAINED
The Proposed Bonus Issue is conditional upon approvals being
obtained from the following parties:-
i. Bursa Securities, for the listing of and quotation for the
following securities on the Main Market of Bursa Securities:-
(a) Bonus Shares pursuant to the Proposed Bonus Issue;
(b) Additional Warrants B to be issued pursuant to the
adjustments to be made arising from the Proposed Bonus Issue;
and
(c) New Thriven Shares to be issued arising from the exercise of
the Additional Warrants B to be issued pursuant to the adjustments
to be made arising from the Proposed Bonus Issue.
The approval of Bursa Securities was obtained vide its letter
dated 27 July 2018 and subject to the following conditions:-
Conditions Status ofcompliance
(a) Thriven and UOBKH must fully comply with the relevant
provisions under the Listing Requirements pertaining to the
implementation of the Proposed Bonus Issue;
To be complied
(b) Thriven and UOBKH to inform Bursa Securities upon the
completion of the Proposed Bonus Issue;
To be complied
11
-
12
Conditions Status ofcompliance
(c) Thriven and UOBKH to furnish Bursa Securities with a
certified true copy of the resolution passed by shareholders at the
forthcoming general meeting for the Proposed Bonus Issue;
To be complied
(d) Thriven and UOBKH to furnish Bursa Securities with a written
confirmation of its compliance with the terms and conditions of
Bursa Securities' approval once the Proposed Bonus Issue is
completed;
To be complied
(e) Thriven and UOBKH are required to make the relevant
announcements pursuant to Paragraphs 6.35(2)(a)&(b) and 6.35(4)
of the Listing Requirements
Noted and to be complited
ii. The shareholders of Thriven for the Proposed Bonus Issue at
the forthcoming EGM of the Company. The voting on the resolution
pertaining to the Proposed Bonus Issue at the aforesaid EGM shall
be by way of a poll.
The Proposed Bonus Issue is not conditional upon any other
proposals undertaken or to be undertaken by the Company.
7. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS
CONNECTED TO THEM
None of the Directors and/ or major shareholders of the Company
and/ or persons connected to them have any interest, whether direct
or indirect, in the Proposed Bonus Issue, save for their respective
entitlements as shareholders of the Company under the Proposed
Bonus Issue which are also available to all other shareholders of
the Company.
8. ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE
FOR IMPLEMENTATION
Barring any unforeseen circumstances and subject to all required
approvals being obtained the Board expects the Proposed Bonus Issue
to be completed by the third quarter of 2018. The tentative
timetable in relation to the Proposed Bonus Issue is set out
below.
Month Events
23 August 2018 Convening of EGM to obtain approval for the
Proposed Bonus Issue
End August 2018 Announcement of the Entitlement Date
Mid September 2018 Entitlement Date for the Proposed Bonus Issue
Listing of and quotation for the Bonus Shares on the Main Market of
Bursa
Securities
9. PROPOSALS ANNOUNCED BUT PENDING COMPLETION
Save for the Private Placement and the Proposed Bonus Issue
(being subject matter in this Circular), the Board is not aware of
any other outstanding proposals which have been announced but not
yet completed as at the date of this Circular.
12
-
13
10. DIRECTORS' RECOMMENDATION
The Board having considered all aspects including the rationale
and justifications as well as the effects of the Proposed Bonus
Issue, is of the opinion that the Proposed Bonus Issue is in the
best interest of the Company. Accordingly, the Board recommends
that you vote in favour of the resolution pertaining to the
Proposed Bonus Issue to be tabled at the forthcoming EGM of the
Company.
11. EGM
The EGM, the notice of which is enclosed in this Circular is
scheduled to be held at Level 23A, Menara LGB, No.1, Jalan Wan
Kadir, Taman Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia on
Thursday, 23 August 2018, at 10.30 a.m. for the purpose of
considering if thought fit, passing with or without modifications,
the resolution to give effect to the Proposed Bonus Issue.
If you are unable to attend, participate, speak and vote in
person at the EGM, you are requested to complete, sign and return
the enclosed Proxy Form in accordance with the instructions
contained therein, to be deposited at the Registered Office of the
Company at Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun
Dr. Ismail, 60000 Kuala Lumpur, Malaysia not less than 48 hours
before the stipulated time for holding the EGM or any adjournment
thereof. The lodging of the Proxy Form shall not preclude you from
attending, participating, speaking and voting in person at the EGM
should you subsequently wish to do so.
12. FURTHER INFORMATION
Shareholders are advised to refer to the appendix set out in
this Circular for further information.
Yours faithfully, For and on behalf of the Board THRIVEN GLOBAL
BERHAD
DATUK FAKHRI YASSIN BIN MAHIADDIN Executive Chairman
13
-
14
APPENDIX I
FURTHER INFORMATION
1. DIRECTORS' RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board, and the
Directors collectively and individually accept full responsibility
for the accuracy of the information contained herein and confirm
that, after making all reasonable enquiries and to the best of
their knowledge and belief, there are no other facts, the omission
of which would make any statement herein misleading.
2. CONSENT
UOBKH, being the Adviser for the Proposed Bonus Issue, has given
and has not subsequently withdrawn its written consent to the
inclusion in this Circular of its name and all references thereto
in the form and context in which they appear in this Circular.
3. DECLARATION OF CONFLICT OF INTERESTS
UOBKH has given its written confirmation that as at the date of
this Circular, there is no situation of conflict of interests that
exists or is likely to exist in relation to its role as the Adviser
to Thriven for the Proposed Bonus Issue.
4. MATERIAL COMMITMENTS
As at the LPD, the Board is not aware of any material
commitments incurred or known to be incurred by the Group, upon
becoming enforceable, may have a material impact on the financial
results/ position of the Group.
5. CONTINGENT LIABILITIES
As at the LPD, the Board is not aware of any contingent
liabilities incurred or known to be incurred which, upon becoming
enforceable, may have a material impact on the financial results/
position of the Group.
6. MATERIAL LITIGATION
As at the LPD, the Group is not engaged in any material
litigation, claims or arbitration, either as plaintiff or
defendant, and the Board is not aware and has no knowledge of any
proceedings pending or threatened against the Group, or of any
facts likely to give rise to any proceedings, which might
materially or adversely affect the financial position or business
of the Group.
14
-
15
7. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following
documents are available for inspection at the registered office of
the Company at Level 23A Menara LGB, No 1, Jalan Wan Kadir, Taman
Tun Dr. Ismail, 60000 Kuala Lumpur, Malaysia during normal business
hours from Monday to Friday (except public holidays) from the date
of this Circular up to the date of the forthcoming EGM of the
Company:- i. The Constitution (Memorandum and Articles of
Association) of Thriven; ii. Audited consolidated financial
statements of Thriven Group for the past 2 financial
years up to the FYE 31 December 2017 and the latest quarterly
report of Thriven Group for the 3-month FPE 31 March 2018;
iii. The Deed Poll B; and iv. The letter of consent and
declaration of conflict of interests referred to in Sections 2
and 3 above, respectively.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
15
-
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Extraordinary General Meeting of
Thriven Global Berhad ("Thriven" or the "Company") will be held at
Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail,
60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018 at 10.30
a.m., for the purpose of considering and if thought fit, passing
with or without modifications the following resolution:-
ORDINARY RESOLUTION
PROPOSED BONUS ISSUE OF UP TO 180,815,579 NEW ORDINARY SHARES IN
THRIVEN ("THRIVEN SHARE(S)") ("BONUS SHARE(S)") ON THE BASIS OF 8
BONUS SHARES FOR EVERY 25 EXISTING THRIVEN SHARES HELD ON AN
ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED
BONUS ISSUE")
THAT subject to approvals of all relevant authorities being
obtained where required in respect of the listing of and quotation
for up to 180,815,579 Bonus Shares on the Main Market of Bursa
Malaysia Securities Berhad, the Board of Directors of Thriven
("Board") be and is hereby authorized to capitalise a total sum of
RM7,182,000 from the share premium account and the remaining
balance from the retained earnings account of the Company for the
purposes of the Proposed Bonus Issue.
THAT the Board is hereby authorised to apply such capitalisation
sum for the issuance of up to 180,815,579 Bonus Shares and such new
Bonus Shares be allotted on the basis of 8 Bonus Shares for every
25 existing Thriven Shares to the shareholders of the Company whose
names appear in the Record of Depositors as at the close of
business on an entitlement date to be determined and announced
later by the Board.
THAT the Board be and is hereby authorised to deal with any
fractional entitlements from the Proposed Bonus Issue if any in
such a manner at its absolute discretion as the Board may deem fit
and expedient and in the best interest of the Company.
THAT the Bonus Shares will upon allotment and issuance, rank
pari passu in all respects with the then existing Thriven Shares
save and except that the Bonus Shares will not be entitled to any
dividends, rights, allotments, and/ or any other forms of
distribution precedes the relevant date of allotment and issuance
of the Bonus Shares.
AND THAT the Board be and is hereby authorised to sign and
execute all documents, do all acts, deeds and things as may be
required to give effect to and complete the Proposed Bonus Issue
with full power to assent to any conditions, variations,
modifications and/ or amendments in any manner as may be required
or permitted by any relevant authorities and to deal with all
matters relating thereto and to take all such steps and do all
acts, deeds and things for and on behalf of the Company in any
manner as they may deem fit or necessary or expedient to implement,
finalise give full effect to the Proposed Bonus Issue.
By Order of the Board THRIVEN GLOBAL BERHAD
SEET WAN SING (BC/S/1491) TAN LAI HONG (MAICSA 7057707)Company
Secretaries
Kuala Lumpur 6 August 2018
1
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
Registered Office
Level 23A, Menara LGB No. 1, Jalan Wan Kadir
Taman Tun Dr. Ismail 60000 Kuala Lumpur
Malaysia
6 August 2018
Board of Directors
Datuk Fakhri Yassin Bin Mahiaddin (Executive Chairman)Ghazie
Yeoh Bin Abdullah (Group Managing Director) Dato' Low Keng Siong
(Executive Director)Lim Kok Beng (Independent Non-Executive
Director)Henry Choo Hon Fai (Independent Non-Executive
Director)Rewi Hamid Bugo (Independent Non-Executive Director)Lee
Eng Leong (Non-Independent Non-Executive Director)
To: The shareholders of Thriven Global Berhad
Dear Sir/ Madam,
PROPOSED BONUS ISSUE
1. INTRODUCTION
On 6 July 2018, UOBKH had on behalf of the Board, announced that
the Company had proposed to undertake a proposed bonus issue of up
to 180,815,579 new Thriven Shares on the basis of 8 Bonus Shares
for every 25 existing Thriven Shares held on an entitlement date to
be determined and announced later.
For information purposes, we wish to highlight that the Proposed
Bonus Issue shall be undertaken via the previous framework (the par
value regime) and as such the compliance with Paragraph 6.30(1A)
(i.e. pricing condition of not less than RM0.50 based on the daily
volume weighted average share price during the 3-month period
before the application date) of the Listing Requirements is not
applicable in this case.
On 27 July 2018, UOBKH had on behalf of the Board, announced
that Bursa Securities had, vide its letter dated 27 July 2018,
resolved to approve the listing of and quotation for:-
i. up to 180,815,579 Bonus Shares to be issued pursuant to the
Proposed Bonus Issue;
ii. up to 60,271,859 Additional Warrants B arising from the
adjustment to be made pursuant to the Proposed Bonus Issue; and
iii. up to 60,271,859 new Thriven Shares to be issued pursuant
to the exercise of the Additional Warrants B,
subject to the conditions set out in Section 6 of this
Circular.
-
Notes:-
(i) A member of the Company who is entitled to attend and vote
at a general meeting of the Company, may appoint not more than two
(2) proxies to attend and vote at the same meeting
(ii) A proxy may but need not be a member of the Company. There
shall be no restriction as to the qualification of the proxy and
the proxy shall have the same rights as the member to speak at the
meeting
(iii) Where a member of the company is an authorised nominee as
defined under the Securities Industry (Central Depositories) Act,
1991 ("SICDA"), it may appoint not more than two (2) proxies in
respect of each securities account it holds with ordinary shares of
the Company standing to the credit of the said securities
account
(iv) Where a member is an exempt authorised nominee which holds
ordinary shares in the Company for multiple beneficial owners in 1
securities account ("omnibus account"), there is no limit to the
number of proxies which exempt the authorised nominee may appoint
in respect of each omnibus account it holds. An attempt authorised
nominee refers to an authorised nominee refers to an authorised
nominee defined under the SICDA which is exempted from compliance
with the provisions of subsection 25A(1) of the SICDA
(v) Where a member or the authorised nominee appoints two (2)
proxies, or where an exempt authorised nominee appoints two (2) or
more proxies, the proportion shareholdings to be represented by
each proxy must be specified in the instrument appointing the
proxies
(vi) The instrument appointing the proxy shall be in writing (in
the common or usual form) under the hand of the appointer or his
attorney duly authorised in writing, or if the appointer is a
corporation, either under its common seam or under the hand of its
officer duly authorised
(vii) The instrument appointing a proxy must be deposited at the
Company's Registered Office, Thriven Global Berhad, at Level 23A,
Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000
Kuala Lumpur, Malaysia not less than 48 hours before the time
appointed for holding the meeting or any adjournment thereof, or in
the case of a poll, not less than twenty-four (24) hours before the
time appointed for the taking of the poll, and in default in the
instrument of proxy shall not be treated as valid
(viii) For the purpose of determining who shall be entitled to
attend this meeting, the Company shall be requesting Bursa Malaysia
Securities Berhad to issue a Record of Depositors as at 16 August
2018 and only members whose name appear in the Record of Depositors
shall be entitled to attend, participate, speak and vote at this
meeting
(ix) Pursuant to Paragraph 8.29A of the Main Market Listing
Requirements, voting at the EGM of the Company will be conducted by
poll. Independent Scrutineers will be appointed to observe the
polling and verify the poll results
(x) Registration will commence at 9.00 a.m. and close at 11.00
a.m. on the day of the meeting. Members and proxies are advised to
be punctual. For verification purposes, members and proxies are
required to produce their original identification card at the
registration counter
(xi) Drinks and light refreshments will be provided. No door
gift will be provided by the Company
-
✄
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia
PROXY FORM CDS Account No.No. of shares held
*I/ We __________________________________________________
____*NRIC/ Company No._______________________ (FULL NAME IN BLOCK
CAPITAL)
of___________________________________________________________________________________________________(FULL
ADDRESS)
being a *member/ members of THRIVEN GLOBAL BERHAD (182350-H)
hereby appoint _______________________________
____________________________________________*NRIC No./ Passport
No. _____________________________________ (FULL NAME IN BLOCK
CAPITAL)
of______________________________________________________________________________________________and/
or(FULL ADDRESS)
__________________________________________________________*NRIC
No,/ Passport No._______________________ (FULL NAME IN BLOCK
CAPITAL)
of___________________________________________________________________________________________________
(FULL ADDRESS)
or failing him/ her, the Chairman of the Meeting as *my/ our
proxy to vote for *me/ us on *my/ our behalf at the Extraordinary
General Meeting of Thriven Global Berhad ("Company") to be held at
Level 23A, Menara LGB, No.1, Jalan Wan Kadir, Taman Tun Dr. Ismail,
60000 Kuala Lumpur, Malaysia on Thursday, 23 August 2018 at 10.30
a.m. or at any adjournment thereof.
*My/ our proxy(ies) is to vote as indicated below:- RESOLUTION
FOR AGAINSTORDINARY RESOLUTION – PROPOSED BONUS ISSUE
Please indicate with an "X" in the space provided how you wish
your votes to be cast. In the absence of any specific direction,
your proxy(ies) will vote or abstain from voting at his/ her
discretion. * Strike out whichever is not desired
Dated this …….......... day of ………..…..….. 2018
…………………………………………………………..
Signature of Member(s)/ Common SealNotes:-
(i) A member of the Company who is entitled to attend and vote
at a general meeting of the Company, may appoint not more than two
(2) proxies to attend and vote at the same meeting
(ii) A proxy may but need not be a member of the Company. There
shall be no restriction as to the qualification of the proxy and
the proxy shall have the same rights as the member to speak at the
meeting
(iii) Where a member of the company is an authorised nominee as
defined under the Securities Industry (Central Depositories) Act,
1991 ("SICDA"), it may appoint not more than two (2) proxies in
respect of each securities account it holds with ordinary shares of
the Company standing to the credit of the said securities
account
(iv) Where a member is an exempt authorised nominee which holds
ordinary shares in the Company for multiple beneficial owners in 1
securities account ("omnibus account"), there is no limit to the
number of proxies which exempt the authorised nominee may appoint
in respect of each omnibus account it holds. An attempt authorised
nominee refers to an authorised nominee refers to an authorised
nominee defined under the SICDA which is exempted from compliance
with the provisions of subsection 25A(1) of the SICDA
(v) Where a member or the authorised nominee appoints two (2)
proxies, or where an exempt authorised nominee appoints two (2) or
more proxies, the proportion shareholdings to be represented by
each proxy must be specified in the instrument appointing the
proxies
(vi) The instrument appointing proxy shall be in writing (in the
common or usual form) under the hand of the appointer or his
attorney duly authorised in writing, or if the appointer is a
corporation, either under its common seal or under the hand of its
officer duly authorised
(vii) The instrument appointing a proxy must be deposited at the
Company's Registered Office, Thriven Global Berhad, at Level 23A,
Menara LGB, No. 1, Jalan Wan Kadir, Taman Tun Dr. Ismail, 60000
Kuala Lumpur, Malaysia not less than 48 hours before the time
appointed for holding the meeting or any adjournment thereof, or in
the case of a poll, not less than twenty-four (24) hours before the
time appointed for the taking of the poll, and in default the
instrument of proxy shall not be treated as valid
(viii) For the purpose of determining who shall be entitled to
attend this meeting, the Company shall be requesting Bursa Malaysia
Securities Berhad to issue a Record of Depositors as at 16 August
2018 and only members whose name appear in the Record of Depositors
shall be entitled to attend, participate, speak and vote at this
meeting
(ix) Pursuant to Paragraph 8.29A of the Main Market Listing
Requirements, voting at the EGM of the Company will be conducted by
poll. Independent Scrutineers will be appointed to observe the
polling and verify the poll results
(x) Registration will commence at 9.00 a.m. and close at 11.00
a.m. on the day of the meeting. Members and proxies are advised to
be punctual. For verification purposes, members and proxies are
requested to produce their original identification card at the
registration counter
(xi) Drinks and light refreshments will be provided. No door
gift will be provided by the Company
For appointment of 2 proxies, the percentage of shareholdings to
be represented by the proxies:-
No. of Shares Percentage1st Proxy %2nd Proxy %
1
THRIVEN GLOBAL BERHAD (Company No.: 182350-H)(Incorporated in
Malaysia)
Registered Office
Level 23A, Menara LGB No. 1, Jalan Wan Kadir
Taman Tun Dr. Ismail 60000 Kuala Lumpur
Malaysia
6 August 2018
Board of Directors
Datuk Fakhri Yassin Bin Mahiaddin (Executive Chairman)Ghazie
Yeoh Bin Abdullah (Group Managing Director) Dato' Low Keng Siong
(Executive Director)Lim Kok Beng (Independent Non-Executive
Director)Henry Choo Hon Fai (Independent Non-Executive
Director)Rewi Hamid Bugo (Independent Non-Executive Director)Lee
Eng Leong (Non-Independent Non-Executive Director)
To: The shareholders of Thriven Global Berhad
Dear Sir/ Madam,
PROPOSED BONUS ISSUE
1. INTRODUCTION
On 6 July 2018, UOBKH had on behalf of the Board, announced that
the Company had proposed to undertake a proposed bonus issue of up
to 180,815,579 new Thriven Shares on the basis of 8 Bonus Shares
for every 25 existing Thriven Shares held on an entitlement date to
be determined and announced later.
For information purposes, we wish to highlight that the Proposed
Bonus Issue shall be undertaken via the previous framework (the par
value regime) and as such the compliance with Paragraph 6.30(1A)
(i.e. pricing condition of not less than RM0.50 based on the daily
volume weighted average share price during the 3-month period
before the application date) of the Listing Requirements is not
applicable in this case.
On 27 July 2018, UOBKH had on behalf of the Board, announced
that Bursa Securities had, vide its letter dated 27 July 2018,
resolved to approve the listing of and quotation for:-
i. up to 180,815,579 Bonus Shares to be issued pursuant to the
Proposed Bonus Issue;
ii. up to 60,271,859 Additional Warrants B arising from the
adjustment to be made pursuant to the Proposed Bonus Issue; and
iii. up to 60,271,859 new Thriven Shares to be issued pursuant
to the exercise of the Additional Warrants B,
subject to the conditions set out in Section 6 of this
Circular.
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The Company Secretaries THRIVEN GLOBAL BERHAD (182350-H)Level
23A, Menara LGB No.1, Jalan Wan Kadir Taman Tun Dr. Ismail 60000
Kuala Lumpur Malaysia
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