-
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the course of action to take, you
should consult your stockbroker, solicitor, accountant, bank
manager or other professional adviser immediately.
This Circular has been reviewed and approved by UOB Kay Hian
Securities (M) Sdn Bhd as the Adviser of Vivocom Intl Holdings
Berhad for the Proposed Rights Issue with Warrants (as defined
herein).
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.
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 3,010,706,070 NEW
ORDINARY SHARES IN VIVOCOM INTL HOLDINGS BERHAD ("VIVOCOM SHARE(S)"
OR "SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF 2 RIGHTS SHARES
FOR EVERY 3 EXISTING VIVOCOM SHARES HELD TOGETHER WITH UP TO
1,505,353,035 FREE DETACHABLE WARRANTS ("WARRANT(S) E") ON THE
BASIS OF 1 WARRANT E FOR EVERY 2 RIGHTS SHARES SUBSCRIBED FOR, ON
AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER
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
Vivocom Intl Holdings Berhad ("Company") which is scheduled to be
held at Gunung Gading, Level 4, Tower A, M Hotels, Hock Lee Centre,
Jalan Datuk Abang Abdul Rahim, 93450 Kuching, Sarawak on Wednesday,
6 June 2018 at 2.30 p.m., together with the Form of Proxy 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 Form of Proxy should be lodged at the Registered Office
of the Company at 149A, Jalan Aminuddin Baki, Taman Tun Dr Ismail,
60000 Kuala Lumpur not less than 48 hours before the time set for
holding the EGM as indicated below. The lodging of the Form of
Proxy 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 Form of Proxy
......................: Monday, 4 June 2018 at 2.30 p.m.Date and
time of the EGM
..........................................................:
Wednesday, 6 June 2018 at 2.30 p.m.
This Circular is dated 23 May 2018
-
DEFINITIONS
i
Except where the context otherwise requires, the following
definitions shall apply throughout this Circular:-
"Act" : The Companies Act 2016, as amended from time to time,
including any re-enactment thereof
"Board" : The Board of Directors of Vivocom
"Bursa Depository" or "Depository"
: Bursa Malaysia Depository Sdn Bhd
"Bursa Securities" : Bursa Malaysia Securities Berhad
"Circular" : This circular dated 23 May 2018
"Deed Poll B" : The deed poll dated 19 August 2013 executed by
Vivocom constituting the Warrants B
"Deed Poll C" : The deed poll dated 9 January 2015 executed by
Vivocom constituting the Warrants C
"Deed Poll D" : The deed poll dated 1 June 2015 executed by
Vivocom constituting the Warrants D
"Deed Poll E" : The deed poll to be executed by the Company,
constituting the WarrantsE
"Director(s)" : The director(s) of Vivocom and shall have the
meaning given in Section 2(1) of the Act and Section 2(1) of the
Capital Markets and Services Act, 2007
"EGM" : Extraordinary General Meeting
"Entitled Shareholder(s)"
: The shareholders of Vivocom who are registered as a member and
whose names appear in the Record of Depositors of the Company on
the Entitlement Date
"Entitlement Date" : The date as at the close of business on
which shareholders of Vivocommust be registered as a member and
whose names appear in the Record of Depositors in order to
participate in the Proposed Rights Issue with Warrants
"EPS" : Earnings per Share
"FPE" : Financial period ended
"FYE" : Financial year ended/ ending
"Golden Oasis Resources"
: Golden Oasis Resources Sdn Bhd, a major shareholder of
Vivocom
"Listing Requirements" : ACE Market Listing Requirements of
Bursa Securities, including any amendments thereto that may be made
from time to time
"LPD" : 8 May 2018, being the latest practicable date prior to
the printing and despatch of this Circular
i
-
DEFINITIONS (CONT'D)
ii
"Market Day(s)" : Any day from Mondays to Fridays (inclusive of
both days) which is not a public holiday and on which Bursa
Securities is open for the trading of securities
"Maximum Scenario 1" : Assuming none of the outstanding Warrants
B, Warrants C and Warrants D are exercised prior to the
implementation of the Proposed Rights Issue with Warrants and the
Proposed Rights Issue with Warrants is undertaken on a maximum
subscription level basis
"Maximum Scenario 2" : Assuming all the outstanding Warrants B,
Warrants C and Warrants D are exercised prior to the implementation
of the Proposed Rights Issue with Warrants and the Proposed Rights
Issue with Warrants is undertaken on a maximum subscription level
basis
"Minimum Scenario" : Assuming none of the outstanding Warrants
B, Warrants C and Warrants D are exercised prior to the
implementation of the Proposed Rights Issue with Warrants and the
Proposed Rights Issue with Warrants is undertaken on the Minimum
Subscription Level
"Minimum Subscription Level"
: A minimum level of subscription based upon the irrevocable and
unconditional undertakings provided by the major shareholders of
Vivocom, namely Golden Oasis Resources and Ang Li-Hann, to
subscribe in full for their respective entitlements under the
Proposed Rights Issue with Warrants. As at the LPD, Golden Oasis
Resources and Ang Li-Hann holds directly, 757,301,608 Vivocom
Shares representing approximately 22.28% of the total issued shares
of the Company and 340,940,161 Vivocom Shares representing
approximately 10.03% of the total issued shares of the Company and
pursuant to their irrevocable and unconditional undertakings, they
will collectively subscribe for 732,161,178 Rights Shares. As such,
on the minimum level of subscription, the minimum amount to be
raised by the Company will amount to RM18,304,029 based on an
indicative issue price of RM0.025 per Rights Share
"NA" : Net assets
"Proposed Rights Issue with Warrants"
: The proposed renounceable rights issue of up to 3,010,706,070
Rights Shares on the basis of 2 Rights Shares for every 3 existing
Vivocom Shares held together with up to 1,505,353,035 Warrants E on
the basis of 1 Warrant E for every 2 Rights Shares subscribed for
on the Entitlement Date to be determined later
"Record of Depositors" : A record of depositors established by
Bursa Depository under the Rules of Depository
"Rights Share(s)" : Up to 3,010,706,070 new Vivocom Shares to be
issued pursuant to the Proposed Rights Issue with Warrants
"RM" and "sen" : Ringgit Malaysia and sen, respectively
"Rules" : Rules on Take-overs, Mergers and Compulsory
Acquisitions issued by the Securities Commission of Malaysia
"TERP" : Theoretical ex-rights price
"Undertaking Shareholders"
: The major shareholders of Vivocom, namely, Golden Oasis
Resources and Ang Li-Hann, collectively
ii
-
DEFINITIONS (CONT'D)
iii
"UOBKH" or the "Adviser"
: UOB Kay Hian Securities (M) Sdn Bhd
"Vivocom" or the "Company"
: Vivocom Intl Holdings Berhad
"Vivocom Group" or the "Group"
: Vivocom and its subsidiary companies, collectively
"Vivocom Share(s)" or "Share(s)"
: Ordinary share(s) in Vivocom
"VWAMP" : Volume weighted average market price
"Warrant(s) B" : 626,145,878 outstanding warrants 2013/2018 in
Vivocom as at the LPD, constituted by the Deed Poll B. Each Warrant
B provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants B up to 8 September 2018 at an exercise price of RM0.20
per Warrant B
"Warrant(s) C" : 250,367,513 outstanding warrants 2015/2020 in
Vivocom as at the LPD, constituted by the Deed Poll C. Each Warrant
C provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants C up to 22 January 2020 at anexercise price of RM0.10 per
Warrant C
"Warrant(s) D" : 240,824,301 outstanding warrants 2015/2020 in
Vivocom as at the LPD, constituted by the Deed Poll D. Each Warrant
D provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants D up to 8 July 2020 at an exercise price of RM0.10 per
Warrant D
"Warrant(s) E" : Up to 1,505,353,035 free detachable warrants in
Vivocom with a proposed tenure of 5 years to be issued pursuant to
the Proposed Rights Issue with Warrants
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.
DEFINITIONS (CONT'D)
iii
"UOBKH" or the "Adviser"
: UOB Kay Hian Securities (M) Sdn Bhd
"Vivocom" or the "Company"
: Vivocom Intl Holdings Berhad
"Vivocom Group" or the "Group"
: Vivocom and its subsidiary companies, collectively
"Vivocom Share(s)" or "Share(s)"
: Ordinary share(s) in Vivocom
"VWAMP" : Volume weighted average market price
"Warrant(s) B" : 626,145,878 outstanding warrants 2013/2018 in
Vivocom as at the LPD, constituted by the Deed Poll B. Each Warrant
B provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants B up to 8 September 2018 at an exercise price of RM0.20
per Warrant B
"Warrant(s) C" : 250,367,513 outstanding warrants 2015/2020 in
Vivocom as at the LPD, constituted by the Deed Poll C. Each Warrant
C provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants C up to 22 January 2020 at anexercise price of RM0.10 per
Warrant C
"Warrant(s) D" : 240,824,301 outstanding warrants 2015/2020 in
Vivocom as at the LPD, constituted by the Deed Poll D. Each Warrant
D provides the right to the holder of the warrant to subscribe for
1 new Vivocom Share during the 5-year exercise period of the
Warrants D up to 8 July 2020 at an exercise price of RM0.10 per
Warrant D
"Warrant(s) E" : Up to 1,505,353,035 free detachable warrants in
Vivocom with a proposed tenure of 5 years to be issued pursuant to
the Proposed Rights Issue with Warrants
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.
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TABLE OF CONTENTS
iv
PAGE LETTER TO THE SHAREHOLDERS OF VIVOCOM IN RELATION TO THE
PROPOSED RIGHTS ISSUE WITH WARRANTS CONTAINING:-
1. INTRODUCTION 1 2. DETAILS OF THE PROPOSED RIGHTS ISSUE WITH
WARRANTS 2 3. RATIONALE AND JUSTIFICATION FOR THE PROPOSED RIGHTS
ISSUE
WITH WARRANTS 12
4. INDUSTRY OVERVIEW AND OUTLOOK AND FUTURE PROSPECTS OF
VIVOCOM GROUP 13
5. EFFECTS OF THE PROPOSED RIGHTS ISSUE WITH WARRANTS 18 6.
HISTORICAL SHARE PRICES 26 7. APPROVALS REQUIRED/ OBTAINED AND
INTER-CONDITIONALITY OF THE
PROPOSED RIGHTS ISSUE WITH WARRANTS 26
8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/ OR
PERSONS
CONNECTED TO THEM 27
9. ESTIMATED TIME FRAME FOR COMPLETION 28 10. CORPORATE
PROPOSALS ANNOUNCED BUT PENDING COMPLETION 28 11. DIRECTORS'
RECOMMENDATION 28 12. EGM 28 13. FURTHER INFORMATION 29
APPENDICES
I. PRO FORMA CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
OF
VIVOCOM GROUP AS AT 31 DECEMBER 2017 TOGETHER WITH THE REPORTING
ACCOUNTANTS' LETTER
30
II. FURTHER INFORMATION 49
NOTICE OF EGM ENCLOSED
FORM OF PROXY ENCLOSED
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1
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
Registered Office
149A, Jalan Aminuddin Baki Taman Tun Dr Ismail 60000 Kuala
Lumpur
23 May 2018
Board of Directors
Ar. Lim Tong Hock (Chairman/ Independent Non-Executive Director)
Choo Seng Choon (Executive Director) Dato Nor Mohd Amin bin
Shaharudin (Executive Director) Dato' Azahar bin Rasul (Senior
Independent Non-Executive Director) Tay Mun Kit (Independent
Non-Executive Director)
To: The shareholders of Vivocom Intl Holdings Berhad
Dear Sir/ Madam,
PROPOSED RIGHTS ISSUE WITH WARRANTS
1. INTRODUCTION
On 22 February 2018, UOBKH had, on behalf of the Board,
announced that the Company proposed to undertake a renounceable
rights issue of up to 3,010,706,070 Rights Shares on the basis of 2
Rights Shares for every 3 existing Vivocom Shares held together
with up to 1,505,353,035 Warrants E on the basis of 1 Warrant E for
every 2 Rights Shares subscribed for on the Entitlement Date to be
determined later.
On 8 May 2018, UOBKH had, on behalf of the Board, announced that
Bursa Securities had, vide its letter dated 8 May 2018, resolved to
approve the following:-
(a) Admission to the official list of Bursa Securities and the
initial listing of and quotation for up to 1,505,353,035 Warrants E
to be issued pursuant to the Proposed Rights Issue with Warrants;
and
(b) Listing of:-
i. Up to 3,010,706,070 Rights Shares to be issued pursuant to
the Proposed Rights Issue with Warrants;
ii. Up to 313,072,939 additional Warrants B to be issued arising
from the adjustments in accordance with the provisions of the Deed
Poll B, pursuant to the Proposed Rights Issue with Warrants;
1
VIVOCOM INTL HOLDINGS BERHAD (Company No.: 596299-D)
(Incorporated in Malaysia)
Registered Office
149A, Jalan Aminuddin Baki Taman Tun Dr Ismail 60000 Kuala
Lumpur
23 May 2018
Board of Directors
Ar. Lim Tong Hock (Chairman/ Independent Non-Executive Director)
Choo Seng Choon (Executive Director) Dato Nor Mohd Amin bin
Shaharudin (Executive Director) Dato' Azahar bin Rasul (Senior
Independent Non-Executive Director) Tay Mun Kit (Independent
Non-Executive Director)
To: The shareholders of Vivocom Intl Holdings Berhad
Dear Sir/ Madam,
PROPOSED RIGHTS ISSUE WITH WARRANTS
1. INTRODUCTION
On 22 February 2018, UOBKH had, on behalf of the Board,
announced that the Company proposed to undertake a renounceable
rights issue of up to 3,010,706,070 Rights Shares on the basis of 2
Rights Shares for every 3 existing Vivocom Shares held together
with up to 1,505,353,035 Warrants E on the basis of 1 Warrant E for
every 2 Rights Shares subscribed for on the Entitlement Date to be
determined later.
On 8 May 2018, UOBKH had, on behalf of the Board, announced that
Bursa Securities had, vide its letter dated 8 May 2018, resolved to
approve the following:-
(a) Admission to the official list of Bursa Securities and the
initial listing of and quotation for up to 1,505,353,035 Warrants E
to be issued pursuant to the Proposed Rights Issue with Warrants;
and
(b) Listing of:-
i. Up to 3,010,706,070 Rights Shares to be issued pursuant to
the Proposed Rights Issue with Warrants;
ii. Up to 313,072,939 additional Warrants B to be issued arising
from the adjustments in accordance with the provisions of the Deed
Poll B, pursuant to the Proposed Rights Issue with Warrants;
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iii. Up to 125,183,756 additional Warrants C to be issued
arising from the adjustments in accordance with the provisions of
the Deed Poll C, pursuant to the Proposed Rights Issue with
Warrants;
iv. Up to 120,412,150 additional Warrants D to be issued arising
from the adjustments in accordance with the provisions of the Deed
Poll D, pursuant to the Proposed Rights Issue with Warrants;
v. Up to 1,505,353,035 new Vivocom Shares to be issued arising
from the exercise of the Warrants E;
vi. Up to 313,072,939 new Vivocom Shares to be issued arising
from the exercise of the additional Warrants B;
vii. Up to 125,183,756 new Vivocom Shares to be issued arising
from the exercise of the additional Warrants C; and
viii. Up to 120,412,150 new Vivocom Shares to be issued arising
from the exercise of the additional Warrants D,
on the ACE Market of Bursa Securities, subject to the conditions
as disclosed in Section 7 of this Circular.
The purpose of this Circular is to provide the shareholders of
Vivocom with the relevant information on the Proposed Rights Issue
with Warrants, as well as to seek the approval from the
shareholders of Vivocom for the resolution pertaining to the
Proposed Rights Issue with Warrants to be tabled at the forthcoming
EGM of the Company. The notice of the forthcoming EGM and the Form
of Proxy are enclosed together with this Circular.
SHAREHOLDERS OF VIVOCOM ARE ADVISED TO READ AND CONSIDER
CAREFULLY THE CONTENTS OF THIS CIRCULAR TOGETHER WITH THE
APPENDICES CONTAINED HEREIN BEFORE VOTING ON THE RESOLUTION
PERTAINING TO THE PROPOSED RIGHTS ISSUE WITH WARRANTS TO BE TABLED
AT THE FORTHCOMING EGM OF THE COMPANY.
2. DETAILS OF THE PROPOSED RIGHTS ISSUE WITH WARRANTS
2.1 Basis and number of Rights Shares and Warrants E to be
issued
The Proposed Rights Issue with Warrants entails an issuance of
up to 3,010,706,070 Rights Shares on a renounceable basis of 2
Rights Shares for every 3 existing Vivocom Shares held together
with up to 1,505,353,035 Warrants E on the basis of 1 Warrant E for
every 2 Rights Shares subscribed for by the Entitled Shareholders
on the Entitlement Date to be determined later.
The total issued share capital of Vivocom as at the LPD is
RM360,736,392 comprising 3,398,721,413 Vivocom Shares. In addition,
as at the LPD, the Company has the following outstanding
convertible securities:-
i. A total of 626,145,878 outstanding Warrants B. Each Warrant B
carries the entitlement to subscribe for 1 new Vivocom Share during
the 5-year exercise period of the Warrants B up to 8 September 2018
at the exercise price of RM0.20 per Warrant B;
ii. A total of 250,367,513 outstanding Warrants C. Each Warrant
C carries the entitlement to subscribe for 1 new Vivocom Share
during the 5-year exercise period of the Warrants C up to 22
January 2020 at the exercise price of RM0.10 per Warrant C; and
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iii. A total of 240,824,301 outstanding Warrants D. Each Warrant
D carries the entitlement to subscribe for 1 new Vivocom Share
during the 5-year exercise period of the Warrants D up to 8 July
2020 at the exercise price of RM0.10 per Warrant D;
The actual number of the Rights Shares and the Warrants E to be
issued pursuant to the Proposed Rights Issue with Warrants will
depend on the total issued Shares of the Company as at the
Entitlement Date.
Assuming all the outstanding Warrants B, Warrants C and Warrants
D are exercised prior to the implementation of the Proposed Rights
Issue with Warrants, a total of up to 3,010,706,070 Rights Shares
together with a total of up to 1,505,353,035 Warrants E may be
issued in the event the Proposed Rights Issue with Warrants is
undertaken on a maximum subscription level basis. In addition,
assuming all the 1,505,353,035 Warrants E are exercised, a total of
1,505,353,035 new Vivocom Shares will be issued therefrom.
The Warrants E will be immediately detached from the Rights
Shares upon issuance and will be traded separately. The Warrants E
will be issued in registered form and constituted by the Deed Poll
E to be executed by the Company as may be supplemented from time to
time.
The Proposed Rights Issue with Warrants is renounceable in full
or in part. Accordingly, the Entitled Shareholders who renounce all
or any part of their entitlements to the Rights Shares
provisionally allotted to them under the Proposed Rights Issue with
Warrants will simultaneously relinquish any accompanying
entitlement to the Warrants E. For avoidance of doubt, the Rights
Shares and the Warrants E are not separately renounceable.
Any unsubscribed Rights Shares together with the Warrants E will
be made available to other Entitled Shareholders and/ or their
renouncee(s) under the excess Rights Shares with Warrants E
application. Fractional entitlements of the Rights Shares and the
Warrants E arising from the Proposed Rights Issue with Warrants, if
any, shall be disregarded and dealt with in such manner as the
Board shall in their absolute discretion deem fit and expedient,
and to be in the best interest of the Company.
2.2 Basis of determining and justification for the issue price
of the Rights Shares
The final issue price of the Rights Shares shall be determined
and fixed by the Board at a later date after receipt of all
relevant approvals but before the announcement of the Entitlement
Date, at a price that is deemed appropriate after taking into
consideration the TERP of Vivocom Shares based on the 5-day VWAMP
of Vivocom Shares immediately preceding the price fixing date.
For illustrative purposes only, the Rights Shares are assumed to
be issued at an indicative issue price of RM0.025 per Rights Share,
which represents a discount of approximately 50.00% to the TERP of
Vivocom Shares of RM0.05, calculated based on the 5-day VWAMP of
Vivocom Shares up to and including the LPD of RM0.065.
The final issue price of the Rights Shares, if any, shall be
determined by the Board after taking into consideration the
following:-
i. The minimum amount to be raised from the Proposed Rights
Issue with Warrants for the intended utilisation under the Minimum
Scenario as set out in Section 2.8 of this Circular;
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ii. The final issue price of the Rights Shares shall be deemed
sufficiently attractive to encourage the subscription of the Rights
Shares by the Entitled Shareholders and/ or their renouncee(s)
whilst taking into consideration the funding requirements of
Vivocom Group under the Minimum Scenario as set out in Section 2.8
of this Circular;
iii. The historical trading prices of Vivocom Shares for the
past 12 months; and
iv. The maximum discount for the final issue price of the Rights
Shares shall not be more than 75% to the TERP of Vivocom Shares
based on the 5-day VWAMP of Vivocom Shares immediately preceding
the price-fixing date. The said maximum discount of not more than
75% was determined by the Board after taking into consideration the
need of the Company to price the Rights Shares at an issue price
deemed sufficiently attractive to encourage the subscription of the
Rights Shares. In any event, it is the intention of the Company to
raise the minimum amount of funds from the Proposed Rights Issue
with Warrants for the intended utilisation under the Minimum
Scenario as set out in Section 2.8 of this Circular.
For avoidance of doubt, the current indicative issue price of
RM0.025 per Rights Shares which represents a discount of
approximately 50.00% to the TERP of Vivocom Shares of RM0.05,
calculated based on the 5-day VWAMP of Vivocom Shares up to and
including the LPD of RM0.065. The aforementioned indicative issue
price was arrived at after taking into consideration the Company's
intention to raise the minimum amount of RM18,304,029 from the
Proposed Rights Issue with Warrants.
In the event that the Board decides to fix the final issue price
lower than RM0.025 (subject to the discount of the final issue
price shall not be more than 75% to the TERP of Vivocom Shares
based on the 5-day VWAMP of Vivocom Shares immediately preceding
the price-fixing date as highlighted in Section 2.2(iv) above), the
Undertaking Shareholders have provided their undertakings to
subscribe in full for their respective entitlements and any
additional Rights Shares by way of excess application ("Additional
Rights Shares") to facilitate the Company's intention to raise the
minimum amount of RM18,304,029 from the Proposed Rights Issue with
Warrants.
The excess application of the Rights Shares by the Undertaking
Shareholders and the Entitled Shareholders and/ or their
renounce(s) will be allocated on a fair and equitable basis and in
the following priority:-
i. Firstly, to minimise the incidence of odd lots;
ii. Secondly, for allocation to Entitled Shareholders who have
applied for excess Rights Shares, on a pro-rata basis and in board
lot, calculated based on their respective shareholdings as at the
Entitlement Date;
iii. Thirdly, for allocation to Entitled Shareholders who have
applied for excess rights shares, on a pro-rata basis and in board
lot, calculated based on the quantum of their respective excess
rights shares applied for; and
iv. Finally, for allocation to renouncee(s) who have applied for
excess rights shares, on a pro-rata basis and in board lot,
calculated based on the quantum of their respective excess rights
shares applied for.
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2.3 Basis of determining and justification for the exercise
price of the Warrants E
The Warrants E attached to the Rights Shares will be issued at
no cost to the Entitled Shareholders and/ or their renouncee(s) who
subscribe for the Rights Shares.
For illustrative purposes only, the exercise price of the
Warrants E are assumed to be at an indicative exercise price of
RM0.05 per Warrant E, which represents the TERP of Vivocom Shares,
calculated based on the 5-day VWAMP of Vivocom Shares up to and
including the LPD of RM0.065.
The final exercise price of the Warrants E will be determined
and fixed by the Board at a later date after receipt of all
relevant approvals but before the announcement of the Entitlement
Date, after taking into consideration the following:-
i. The Warrants E will be issued at no cost to the Entitled
Shareholders and/ or their renouncee(s) who successfully subscribe
for the Rights Shares;
ii. The historical trading prices of Vivocom Shares for the past
12 months and the TERP of Vivocom Shares based on the 5-day VWAMP
of Vivocom Shares immediately preceding the price-fixing date;
and
iii. The maximum discount for the exercise price of the Warrants
E shall not be more than 25% to the TERP of Vivocom Shares based on
the 5-day VWAMP of Vivocom Shares immediately preceding the
price-fixing date.
2.4 Minimum subscription level, major shareholders' undertakings
and underwriting arrangements
The Board has determined to undertake the Proposed Rights Issue
with Warrants on the Minimum Subscription Level via the issuance of
732,161,178 Rights Shares. The Minimum Subscription Level had been
determined by the Board after taking into consideration the minimum
amount of funds of RM18,304,029 that the Company intends to raise
from the Proposed Rights Issue with Warrants which will be
channelled towards the proposed utilisation of proceeds as set out
in Section 2.8 of this Circular. The Undertaking Shareholders have
provided their respective undertakings to subscribe in full for
their respective entitlements such that the Company will raise the
minimum amount of RM18,304,029 from the Proposed Rights Issue with
Warrants.
The Undertaking Shareholders had, on 22 February 2018, provided
their respective irrevocable and unconditional undertakings to
subscribe in full for their respective entitlements under the
Proposed Rights Issue with Warrants based on their shareholdings as
at 22 February 2018, and also any additional entitlements under the
Proposed Rights Issue with Warrants, in the event that they
increase their shareholdings in Vivocom from 22 February 2018 up to
and including the Entitlement Date ("Undertakings").
As at the LPD, the Undertaking Shareholders, namely Golden Oasis
Resources and Ang Li-Hann holds directly, 757,301,608 Vivocom
Shares representing approximately 22.28% of the total issued Shares
of the Company and 340,940,161 Vivocom Shares representing
approximately 10.03% of the total issued Shares of the Company,
respectively. For avoidance of doubt, Golden Oasis Resources and
Ang Li-Hann are not persons acting in concert ("PAC").
A summary of the Undertakings is set out below:-
Undertaking Shareholders
Shareholdings as at the LPD
Entitlements and Undertakings under the Proposed Rights
Issue
with WarrantsFunding
requirementsNo. of Shares % No. of Rights Shares %*1 RM*2
Golden Oasis Resources 757,301,608 22.28 504,867,738 68.96
12,621,693Ang Li-Hann 340,940,161 10.03 227,293,440 31.04
5,682,336
Total 1,098,241,769 32.31 732,161,178 100.00 18,304,029
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Notes:-
*1 Computed based on 732,161,178 Rights Shares available for
subscription under the Minimum Scenario
*2 Computed based on the indicative issue price of RM0.025 per
Rights Share
Accordingly, for illustrative purposes only, based on the
indicative issue price of RM0.025 per Rights Share, the funding
requirements for the Undertaking Shareholders pursuant to their
Undertakings is approximately RM18.30 million. The Undertaking
Shareholders had, on 22 February 2018, provided confirmations that
they have sufficient financial resources to take up their
respective entitlements and any additional entitlements should they
increase their shareholdings in Vivocom from 22 February 2018 up to
and including the Entitlement Date as mentioned above. All the said
confirmations have been verified by UOBKH, being the Adviser for
the Proposed Rights Issue with Warrants.
As mentioned above, Golden Oasis Resources and Ang Li-Hann are
not PAC. Upon completion of the Proposed Rights Issue with Warrants
under the Minimum Scenario, Golden Oasis Resources equity interest
in Vivocom may increase from approximately 22.28% to 30.55% and Ang
Li-Hann's equity interest in Vivocom may increase from
approximately 10.03% to 13.76%.
Further details on their respective shareholdings as at the LPD
and after the Proposed Rights Issue with Warrants are set out in
Section 5.4 of this Circular. Based on the aforementioned, they do
no trigger the obligation to undertake a mandatory take-over offer
for all the remaining Vivocom Shares and Warrants B, Warrants C and
Warrants D not already held by them pursuant to Paragraph 4.01(a)
of the Rules, upon completion of the Proposed Rights Issue with
Warrants under the Minimum Scenario.
Further, assuming full exercise of the Warrants E held by Golden
Oasis Resources upon completion of the Proposed Rights Issue with
Warrants under the Minimum Scenario, Golden Oasis Resources' equity
interest in Vivocom may increase further from approximately 30.55%
to 33.68% and in such event, it shall have an obligation to
undertake a mandatory take-over offer pursuant to the Rules.
However, it is not the intention of Golden Oasis Resources to
undertake a mandatory take-over offer in such event. In this
regard, Golden Oasis Resources shall observe its shareholdings in
the Company at all times as well as prior to any exercise of the
Warrants E in Vivocom held, to avoid triggering the obligation to
undertake a mandatory take-over offer pursuant to the Rules. In
addition, should the need arises, Golden Oasis Resources may make
an application to the Securities Commission Malaysia to seek an
exemption under Paragraph 4.08(1) of the Rules from the obligation
to undertake a mandatory take-over offer prior to any exercise of
the Warrants E in Vivocom held by it.
In addition, Vivocom will still be in compliance with the
minimum public shareholding spread of 25% pursuant to Rule 8.02(1)
of the Listing Requirements ("Public Spread Requirement") upon
completion of the Proposed Rights Issue with Warrants as well as
assuming upon full exercise of the Warrants E by Golden Oasis
Resources and Ang Li-Hann under the Minimum Scenario. For
shareholders' further information, under the Minimum Scenario, the
public shareholding spread of the Company may reduce from
approximately 67.57% to approximately 55.59% upon completion of the
Proposed Rights Issue with Warrants, and it may further reduce to
approximately 51.07%assuming full exercise of the Warrants E held
by Golden Oasis Resources and Ang Li-Hann.
As the Proposed Rights Issue with Warrants will be implemented
based on the Minimum Subscription Level, Vivocom does not intend to
procure any underwriting arrangement for the remaining Rights
Shares not subscribed for by the other Entitled Shareholders and/
or their renouncee(s).
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For avoidance of doubt, regardless of the final issue price of
the Rights Shares, theUndertaking Shareholders have provided their
irrevocable and unconditional undertaking to subscribe in full for
their respective entitlements and Additional Rights,of which the
quantum of the Additional Rights Shares to be subscribed by the
Undertaking Shareholders will be determined by the Board, so that
the Undertaking Shareholders will, collectively, undertake to
subscribe for such number of Rights Shares and Additional Rights
Shares to facilitate the Company's intention to raise the minimum
amount of RM18,304,029 from the Proposed Rights Issue with Warrants
for the intended utilisation of proceeds as set out in Section 2.8
of this Circular, subject to the following:-
i. The Undertaking Shareholders do no trigger the obligation to
undertake a mandatory take-over offer for all the remaining Vivocom
Shares and Warrants B, Warrants C and Warrants D not already held
by them pursuant to Paragraph 4.01(a) of the Rules, upon completion
of the Proposed Rights Issue with Warrants under the Minimum
Scenario; and
ii. Vivocom will be in compliance with the Public Spread
Requirement upon completion of the Proposed Rights Issue with
Warrants.
2.5 Ranking of the Rights Shares and new Vivocom Shares to be
issued arising from the exercise of the Warrants E
The Rights Shares will, upon allotment and issuance, rank pari
passu in all respects with the existing Vivocom Shares, save and
except that the Rights Shares will not be entitled to any
dividends, rights, allotments and/ or any other forms of
distribution ("Distribution") that may be declared, made or paid
for which the entitlement date for the said Distribution precedes
the date of allotment and issuance of the Rights Shares.
The new Vivocom Shares to be issued arising from the exercise of
the Warrants E will, upon allotment and issuance, rank pari passu
in all respects with the existing Vivocom Shares, save and except
that the new Vivocom Shares to be issued arising from the exercise
of the Warrants E will not be entitled to any Distribution that may
be declared, made or paid for which the entitlement date for the
said Distribution precedes the date of allotment and issuance of
the said new Vivocom Shares.
For shareholder's information, the total number of new Vivocom
Shares that may be issued pursuant to the exercise of the Warrants
E are set out below:-
Minimum Scenario
Maximum Scenario 1
Maximum Scenario 2
No. of Warrants E 366,080,589 1,132,907,137 1,505,353,035
No. of new Vivocom Shares upon exercise of the Warrants E
366,080,589 1,132,907,137 1,505,353,035
2.6 Listing of and quotation for the Rights Shares, Warrants E,
new Vivocom Shares to be issued arising from the exercise of the
Warrants E and other securities arising from consequential
adjustment
The approval from Bursa Securities was obtained vide its letter
dated 8 May 2018 for the admission of the Warrants E to the
official list of Bursa Securities as well as the listing of and
quotation for the Rights Shares, the Warrants E and the additional
Warrants B, additional Warrants C and the additional Warrants D to
be issued arising from such adjustments as may be made pursuant to
the Deed Poll B, Deed Poll C and Deed Poll D, respectively, and the
new Vivocom Shares to be issued arising from the exercise of the
Warrants E, the additional Warrants B, the additional Warrants C
and the additional Warrants D, on the ACE Market of Bursa
Securities.
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2.7 Indicative salient terms of the Warrants E
Issue size : Up to 1,505,353,035 Warrants E.
Form : The Warrants E will be issued in registered form and
constituted by the Deed Poll E.
Exercise period : The Warrants E may be exercised at any time
within 5 years commencing on and including the date of issuance of
the Warrants E ("Issue Date") and ending at the close of business
at 5.00 p.m. in Kuala Lumpur on a date preceding the fifth (5th)
anniversary of the Issue Date, and if such a day is not a market
day, on the immediately preceding market day. Any Warrants E not
exercised during the exercise period will thereafter lapse and
cease to be valid.
Mode of exercise : The registered holder of the Warrant E is
required to lodge a subscription form, as set out in the Deed Poll
E, with the Company's registrar, duly completed, signed and stamped
together with payment of the exercise price by bankers' draft or
cashier's order drawn on a bank operating in Malaysia or a money
order or postal order issued by a post office in Malaysia in
accordance with the Deed Poll E.
Exercise price : The exercise price of the Warrants E shall be
determined and fixed by the Board at a later date after receipt of
all relevant approvals but before the announcement of the
Entitlement Date, subject to adjustments in accordance with the
provisions of the Deed Poll E.
Exercise rights : Each Warrant E carries the entitlement, at any
time during the exercise period, to subscribe for 1 new Vivocom
Share at the exercise price, subject to the terms and conditions of
the Deed Poll E.
Board lot : For the purpose of trading on Bursa Securities, 1
board lot of Warrants E shall comprise 100 Warrants E carrying the
right to subscribe for 100new Vivocom Shares at any time during the
exercise period, or such other denomination as determined by Bursa
Securities.
Participating rights of the holders of Warrants E in any
distribution and/ or offer of further securities
: The holders of the Warrants E are not entitled to vote in any
general meeting of Vivocom and/ or to participate in any
distribution other than on winding-up, compromise or arrangement of
the Company as set out below and/ or in any offer of further
securities in the Company unless and until the holder of the
Warrants E becomes a shareholder of the Company by exercising his/
her Warrants E into new Vivocom Shares or unless otherwise resolved
by the Company in a general meeting.
Adjustments in the exercise price and/ or number of Warrants
E
: The exercise price and/ or number of unexercised Warrants E
shall be adjusted in the event of alteration to the share capital
of the Company, capital distribution or issue of shares in
accordance with the provisions of the Deed Poll E. If the Company
in any way modify the rights attached to any share or loan capital
which is not described in the Deed Poll E so as to convert or make
convertible such share or loan capital into, or attached thereto
any rights to acquire or subscribe for newshares, the Company must
appoint an adviser or auditors (who shall act as experts) to
consider whether any adjustment is appropriate, and if the
Directors after such consultation determines that any adjustment is
appropriate, the exercise price or the number of Warrants E or
both, will be adjusted accordingly.
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Rights in the event of winding-up, liquidation, compromise and/
or arrangement
: Where a resolution has been passed for a members' voluntary
winding-up of the Company, or where there is a compromise or
arrangement, whether or not for the purpose of or in connection
with a scheme for the reconstruction of the Company or the
amalgamation of the Company with 1 or more companies, then to the
extent permitted by law every holder of the Warrants E shall be
entitled upon and subject to the provisions of the Deed Poll E at
any time within 6 weeks after the passing of such resolution for a
members' voluntary winding-up of the Company or 6 weeks after the
granting of the court order approving the compromise or
arrangement, by the irrevocable surrender of his/ her Warrants E to
the Company, elect to be treated as if he/ she had immediately
prior to the commencement of such winding-up, compromise or
arrangement exercised the exercise rights represented by his/ her
Warrants E to the extent specified in the relevant subscription
forms and be entitled to receive out of the assets of the Company
which would be available in liquidation as if he/ she had on such
date been the holder of the new Vivocom Shares to which he/ she
would have been entitled to pursuant to such exercise.
Ranking of the new Vivocom Shares to be issued pursuant to the
exercise of Warrants E
The new ordinary shares to be issued arising from the exercise
of the Warrants E, shall upon allotment and issue rank pari passu
in all respects with the existing ordinary shares, save and except
that the new ordinary shares will not be entitled to any dividend,
right, allotment and/or any other forms of distribution where the
entitlement date of such dividend, right, allotment and/or other
forms of distribution precedes the relevant date of allotment and
issuance of the new ordinary shares.
Listing status : The Warrants E shall be listed and quoted on
the ACE Market of Bursa Securities.
Modifications : Save for manifest error, any modification,
amendment, deletion or addition to the Deed Poll E shall require
the approval of the holders of Warrants E sanctioned by special
resolution and may be effected only by the Deed Poll E, executed by
the Company and expressed to be supplemental hereto and subject to
the approval of the relevant authorities, if necessary.
Governing law : Laws and regulations of Malaysia.
2.8 Utilisation of proceeds
The intended utilisation of proceeds based on the Minimum
Scenario, Maximum Scenario 1 and Maximum Scenario 2 are set out in
the table below. For avoidance of doubt, the Minimum Scenario was
based on the minimum amount that the Company intends to raise for
the intended utilisation as set out in the following table.
In any event, the gross proceeds to be raised is dependent on
the final issue price fixed for the Rights Shares which will not be
at a discount of more than 75% to the TERP of Vivocom Shares based
on the 5-day VWAMP of Vivocom Shares immediately preceding the
price-fixing date, details of which are set out in Section 2.2(iv)
of this Circular. As set out above, the Proposed Rights Issue with
Warrants is undertaken on a Minimum Subscription Level, based on
the minimum amount that the Company intends to raise. Accordingly,
the Company will raise the minimum amount of approximately RM18.30
million under the Proposed Rights Issue with Warrants as set out in
the table below.
Timeframe for utilisation from completion of the Proposed Rights
Issue with Warrants
Minimum Scenario
Maximum Scenario 1
Maximum Scenario 2
RM'000 RM'000 RM'000
Future viable investments*1 Within 24 months - 25,000 25,000
Working capital*2 Within 24 months 17,104 30,445 49,068
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Timeframe for utilisation from completion of the Proposed Rights
Issue with Warrants
Minimum Scenario
Maximum Scenario 1
Maximum Scenario 2
RM'000 RM'000 RM'000
Estimated expenses in relation to the Proposed Rights Issue with
Warrants*3
Within 1 month 1,200 1,200 1,200
Total 18,304 56,645 75,268
Notes:-
*1 Apart from expanding Vivocom Group's business organically via
the internal growth of its existing businesses, the Group's future
plans also includes expanding inorganically, via mergers and
acquisitions of businesses or investments that will be in the same,
similar or complementary industry to that of Vivocom's existing
business. In line with the above, up to RM25.00 million of the
proceeds raised from the Proposed Rights Issue with Warrants shall
be utilised to finance any suitable and viable potential
business(es)/ investment(s), within 24 months from completion of
the Proposed Rights Issue with Warrants. As potential
acquisition(s) of business(es)/ investment(s) may cost a
substantial amount, the proceeds raised from the Proposed Rights
Issue with Warrants may allow the Group to capitalise on suitable
and viable investment opportunities as and when it arises, which in
turn may generate positive returns to the Group in the future,
thereby increasing shareholders' value.
As at the LPD, the management of Vivocom is still exploring
options for identifying suitable business(es)/ investment(s) or
strategic acquisition(s) and will continuously seek and identify
such opportunities. The Company shall make the necessary
announcements in accordance with the Listing Requirements as and
when new business(es)/ investment(s) which are likely to
materialise have been identified by the Group. If the nature of the
transaction requires shareholders' approval pursuant to the Listing
Requirements, the Company will seek the necessary approval from its
shareholders.
Once the management of Vivocom has identified any suitable
business(es)/ investment(s) or strategic acquisition(s), the
management of Vivocom will firstly present the proposal to the
Audit Committee for their review, deliberation and approval. Upon
procuring the approval from the Audit Committee, only then will the
management of Vivocom present the proposal to the Board for their
review, deliberation and approval.
In the event the management of Vivocom is not able to identify
any suitable business(es)/ investment(s) or strategic
acquisition(s) within the time frame of 24 months from completion
of the Proposed Rights Issue with Warrants, the Board intends to
channel the funds to expand the Company's existing business,
amongst others, our construction and aluminium segments. In any
event should the Board wishes to vary the utilisation of proceeds
for the purposes of internal expansion of construction and
aluminium segments as mentioned above, the Company will firstly
make the relevant announcement and procure shareholders' approval
for the variation of the use of funds, if required.
Pending the utilisation of the proceeds of RM25.00 million
earmarked for future viable investments, the proceeds will be
placed in interest-bearing bank deposits and/ or money market
financial instruments under a separate bank account from other
proceeds earmarked for working capital and estimated expenses in
relation to the Proposed Rights Issue with Warrants. Further, any
form of utilisation from this account shall be subject to the
approval of the Audit Committee. The status of utilisation will
also be reported in the quarterly financial results announcements
as well as annual reports.
*2 The proceeds earmarked for working capital will be utilised
to finance the Group's day-to-day operations and is expected to be
utilised in the following manner:-
Minimum Scenario
Maximum Scenario 1
Maximum Scenario 2
RM'000 RM'000 RM'000
Procurement of raw materials (e.g. cement, tiles, steel bars and
other construction related materials)
10,000 20,000 30,000
Other operating expenses (e.g. utilities, administrative
overheads, payment to subcontractor for construction works)
7,104 10,445 19,068
Total 17,104 30,445 49,068
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*3 The proceeds earmarked for estimated expenses in relation to
the Proposed Rights Issue with Warrants shall be utilised as
follows:-
RM'000
Professional fees (i.e. adviser, reporting accountant and
solicitors) 600
Regulatory fees 80
Other incidental expenses in relation to the Proposed Rights
Issue with Warrants 520
Total 1,200
Pending utilisation of the proceeds from the Proposed Rights
Issue with Warrants for the above purposes, the proceeds will be
placed in deposits with licensed financial institutions or
short-term money market instruments. The interests derived from the
deposits with licensed financial institutions or any gains arising
from the short-term money market instruments will be used as
additional working capital for the Group.
The gross proceeds to be raised from the exercise of the
Warrants E is dependent on the total number of Warrants E exercised
during the tenure of the Warrants E as well as the final exercise
price of the Warrants E. As such, the exact amount to be raised and
timeframe for utilisation of the proceeds from the exercise of the
Warrants E is not determinable at this juncture. For illustrative
purposes only, the gross proceeds that is expected to be raised
upon the full exercise of the Warrants E based on the indicative
exercise price of RM0.05 per Warrant E under the Minimum Scenario,
Maximum Scenario 1 and Maximum Scenario 2 is set out below:-
Minimum Scenario
Maximum Scenario 1
Maximum Scenario 2
No. of Warrants E 366,080,589 1,132,907,137 1,505,353,035
Total gross proceeds raised assuming all outstanding Warrants E
are exercised (RM)
18,304,029 56,645,357 75,267,652
Such gross proceeds to be raised from the exercise of Warrants E
will be utilised as additional working capital to finance the
Group's day to day operations. The proceeds may be utilised to
finance, amongst others, employee salaries, payment to trade
creditors as well as general expenses such as utilities and office
expenses, the breakdown of which have not been determined at this
juncture.
2.9 Foreign Entitled Shareholders
This Circular is issued for the purposes of, inter-alia,
explaining the details of the Proposed Rights Issue with Warrants
and does not constitute the making available of, an offer of, or an
invitation by or on behalf of Vivocom for the subscription or
purchase of any securities.
The abridged prospectus which will be issued in connection with
the Proposed Rights Issue with Warrants, together with its
accompanying documents, have not and will not be made to comply
with the laws of any jurisdiction other than Malaysia, and have not
and will not be registered under any applicable securities
legislation of any jurisdiction other than Malaysia or with or by
any regulatory authorities or other relevant bodies of any
jurisdiction other than Malaysia, and the Proposed Rights Issue
with Warrants will not be offered for subscription in any country
other than Malaysia.
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Accordingly, the documents relating to the Proposed Rights Issue
with Warrants will only be sent to the Entitled Shareholders who
have a registered address or an address for service in Malaysia as
registered in the Record of Depositors of Vivocom on the
Entitlement Date. The Entitled Shareholders who do not have a
registered address or an address for service in Malaysia as
registered in the Record of Depositors of Vivocom on the
Entitlement Date ("Foreign Entitled Shareholders") and who wish to
change their addresses to Malaysia should inform their respective
stockbrokers to effect the change of address. Such notification
should be done prior to the Entitlement Date.
Alternatively, such Foreign Entitled Shareholders may collect
the abridged prospectus from the Company's share registrar who
shall be entitled to request for such evidence as they deem
necessary to satisfy themselves as to the identity and authority of
the person collecting the abridged prospectus.
Foreign Entitled Shareholders may only exercise their rights in
respect of the Proposed Rights Issue with Warrants to the extent
that it would be lawful to do so, and Vivocom and/ or UOBKH would
not, in connection with the Proposed Rights Issue with Warrants, be
in breach of the laws of any jurisdiction which the Foreign
Entitled Shareholders and/ or their renouncee(s) might be subject
to.
Foreign Entitled Shareholders will be responsible for payment of
any issue, transfer or any other taxes or other requisite payments
due in such jurisdiction and Vivocom shall be entitled to be fully
indemnified and held harmless by such foreign applicants for any
such issue, transfer or any other taxes or duties. They will have
no claims whatsoever against Vivocom, Vivocom's share registrar
and/ or UOBKH in respect of their rights or entitlement under the
Proposed Rights Issue with Warrants. Such applicants should also
consult their professional advisers as to whether they require any
governmental, exchange control or other consents or need to comply
with any other applicable legal requirements to enable them to
exercise their rights in respect of the Proposed Rights Issue with
Warrants.
Foreign Entitled Shareholders shall be solely responsible to
seek advice as to the laws of any jurisdiction to which they may be
subject to, and participation by the Foreign Entitled Shareholders
in the Proposed Rights Issue with Warrants shall be on the basis of
a warranty by them that they may lawfully so participate without
Vivocom and/ or UOBKH being in breach of the laws of any
jurisdictions.
Neither Vivocom, UOBKH nor any other advisers to the Proposed
Rights Issue with Warrants shall accept any responsibility or
liability in the event that any acceptance of a Foreign Entitled
Shareholder of his/ her rights in respect of the Proposed Rights
Issue with Warrants is or shall become illegal, unenforceable,
voidable or void in any country or jurisdiction.
3. RATIONALE AND JUSTIFICATION FOR THE PROPOSED RIGHTS ISSUE
WITH WARRANTS
The Proposed Rights Issue with Warrants is undertaken to raise
proceeds to be utilised in the manner as set out in Section 2.8 of
this Circular. After due consideration of the various options
available as well as the capital structure of the Company, the
Board is of the opinion that the Proposed Rights Issue with
Warrants is the most appropriate means of raising funds for the
following reasons:-
i. Enable the Company to raise funds without incurring interest
expense as compared to bank borrowings;
ii. The Proposed Rights Issue with Warrants will involve the
issuance of new Vivocom Shares without diluting the existing
shareholders' percentage shareholdings provided that all the
Entitled Shareholders subscribe in full for their respective
entitlements under the Proposed Rights Issue with Warrants;
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iii. The Proposed Rights Issue with Warrants will provide the
Entitled Shareholders with an opportunity to participate in an
equity offering in the Company on a pro rata basis and ultimately,
participate in the prospects and future growth of Vivocom Group by
subscribing to the Rights Shares; and
iv. The Proposed Rights Issue with Warrants will strengthen
Vivocom Group's financial position with enhanced shareholders'
funds which is expected to facilitate thecontinuous long term
growth and expansion plans of Vivocom Group.
The Warrants E have been attached to the Rights Shares to
provide the Entitled Shareholders with additional incentive to
subscribe for the Rights Shares. The Warrants E will potentially
allow the Entitled Shareholders who subscribe for the Rights Shares
to benefit from the possible capital appreciation of the Warrants E
and increase their equity participation in the Company at a
predetermined price over the tenure of the Warrants E. The Company
would also be able to raise additional proceeds as and when the
Warrants E are exercised.
4. INDUSTRY OVERVIEW AND OUTLOOK AND FUTURE PROSPECTS OF VIVOCOM
GROUP
Vivocom is an investment holding company and its subsidiary
companies are principally involved in the construction services,
aluminium design and fabrication and the provision of
telecommunication engineering services.
4.1 Overview and outlook of the Malaysian economy
The Malaysian economy registered a robust growth of 5.9% in 2017
(2016: 4.2%). Domestic demand continued to anchor growth during the
year, supported by faster expansion in both private and public
sector spending. On the external front, real exports registered the
strongest growth rate since 2010, underpinned by strong global
expansion, particularly in the case of Malaysia’s key trading
partners, and higher global commodity prices.
Private consumption growth improved to 7.0% in 2017 (2016:
6.0%), supported mainly by continued wage and employment growth,
with additional impetus from Government measures. Aggregate nominal
wages in the private and public sectors grew by 6.4% and 6.2%,
respectively in 2017 (2016: 4.3% and 6.4%, respectively). Civil
servants continued to benefit from the upward revision in their
salaries that took place in July 2016. Consumer spending was
further supported by Government measures to increase household
disposable income, such as the reduction in employees' contribution
to the Employees Provident Fund (EPF) by three percentage points
(11% to 8%) and higher Bantuan Rakyat 1Malaysia (BR1M) payouts.
Some of these measures were enacted to support the economy in March
2016 on account of the more challenging outlook. The recovery in
consumer sentiments from its lowest level in 2015 also contributed
to the stronger private consumption growth in 2017.
Public consumption growth expanded by 5.4% in 2017 (2016: 0.9%)
due to higher spending on supplies and services by the Federal
Government amid sustained growth in the emoluments. The increased
expenditure on supplies and services was mainly attributable to
spending on maintenance and minor repair works.
Public investment recovered to register a marginal growth of
0.1% in 2017 (2016: -0.5%). This was supported by continued
spending by both the General Government and public corporations,
mainly in the downstream oil and gas (O&G) and transport &
utilities sub-sectors. The continued capital outlays were also to
accelerate urban and rural development.
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Private investment growth accelerated to 9.3% in 2017 (2016:
4.3%), as firms benefited from the conducive external and domestic
operating environment. The strong growth in exports led to positive
spill-overs to the domestic economy, as firms embarked upon
capacity expansion to cater to higher orders. Financing conditions,
profitability and business sentiments also improved during the
year. On a sectoral basis, private investment growth continued to
be underpinned by the implementation of new and ongoing projects in
the manufacturing and services sectors.
Malaysia is projected to remain firmly on a steady growth path
to grow by 5.5% – 6.0% in 2018 (2017: 5.9%). Malaysia’s strong
economic fundamentals, diversified structure and inherent dynamism
have always been key factors to deliver economic growth. For 2018,
growth prospects are further lifted by strengthening global
economic conditions. Growth will be underpinned by continued
expansion in private sector activity. The strong growth momentum
will also be supported by the continued positive spill-overs from
the external sector to the domestic economic activity. Malaysia’s
trade performance will benefit from favourable global demand,
exposure to the global technology cycle and new export production
capacity. On the domestic front, continued income and employment
growth will sustain household spending, amid the continuation of
Government measures and improving consumer sentiments. Private
investment activity is also projected to be sustained by capital
spending for ongoing and new projects amid elevated business
sentiments. On the other hand, public sector spending is expected
to moderate given the continuation of fiscal consolidation efforts
and the near completion of several major projects by public
corporations.
Private investment growth is projected to be sustained at 9.1%
in 2018, supported by ongoing and new capital spending in both the
manufacturing and services sectors, and strengthened by continued
positive business sentiments. Mining investment, while remaining
moderate, is estimated to exert a lesser drag to growth following
the improvement in commodity prices. Investments in the
export-oriented industries (for example, the E&E and
resource-based industries) would continue to benefit from the
expected expansion in global growth. By type of asset, investments
in machinery and equipment (M&E) are expected to receive
further impetus from the recent Government measures to encourage
automation and innovation. Investments in structures would be
supported mainly by ongoing multi-year projects in the broad
property sector.
Public consumption is expected to register a marginal expansion
of 0.6% in 2018 on account of more moderate growth in emoluments
amid prudent spending on supplies and services. This is in line
with the Government’s commitment to reprioritise and rationalise
non-critical expenditure.
Public investment is projected to decline by 3.2% in 2018 due to
lower capital spending by public corporations following the near
completion of large-scale projects. Investmentby the General
Government is expected to increase, reflecting mainly higher
investment to improve public infrastructure and transportation
network.
(Source: Bank Negara Malaysia Annual Report 2017)
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4.2 Overview and outlook of the construction industry
The construction sector expanded 5.8% during the fourth quarter
of 2017 (Q4 2016: 5.1%) attributed to positive growth in all
subsectors, particularly civil engineering (14.2%) and specialised
construction activities at 8.5% (Q4 2016: 10%; 2.5%). Civil
engineering subsector was mainly supported by construction of
utility and transport infrastructure projects. Meanwhile, the
specialised construction activities expanded further mainly driven
by electrical wiring and sanitary equipment, installation of solar
energy collectors and interior design projects. The non-residential
subsector continued to expand at a moderate pace of 0.3% (Q4 2016:
0.1%) following lower incoming supply, particularly in Klang Valley
and Johor region. However, the residential subsector moderated 1.1%
(Q4 2016: 7.1%) weighed down by lower sales in high-end properties
but cushioned by construction of service apartments and Government
affordable housing schemes.
During the quarter, the total value of completed construction
work expanded 7.7% toregister RM35.1 billion involving 8,747
projects (Q4 2016: 8.1%; RM32.6 billion; 9,791 projects). Of which,
civil engineering subsector and special trades activities grew
18.4% and 9.5%, respectively. In terms of ownership of the
projects, the private sector continues to lead the construction
activity with a share of 63.3% (RM22.2 billion) while the remaining
by the public sector.
(Source: Quarterly update on the Malaysian Economy, 4th Quarter
2017, Ministry of Finance Malaysia)
The construction sector registered a moderate growth of 6.7% in
2017 (2016: 7.4%). Growth was supported mainly by the civil
engineering sub-sector, due to steady progress of large
petrochemical, transportation, and utility projects. The special
trade sub-sector benefited from increased activity from projects in
the early stages of construction, such as land clearing, piling and
land reclamation work. Growth in the residential sub-sector
moderated, consistent with the record-high number of unsold
residential properties. In the non-residential sub-sector, growth
was sustained by higher activity from mixed developments,
industrial and social projects such as theme parks and sports
complexes, which was offset by the ongoing weakness in the
commercial segment due to an oversupply of office space and
shopping complexes.
The construction sector is expected to record a stronger growth.
This will be driven primarily by large new and existing multi-year
civil engineering projects. These projects are mainly in the
transportation and utilities segment. The construction sector is
projected to grow at 7.3% in 2018.
(Source: Bank Negara Malaysia Annual Report 2017)
4.3 Overview and outlook of the telecommunication industry
The information and communication subsector recorded a strong
growth of 8.3% in the first half of 2017 (January – June 2016:
8.6%). The communication segment remained as the major contributor
to growth, sustaining its pace at 9.3% in the first half of 2017
(January – June 2016: 9.8%) following aggressive promotional
activities by telecommunication companies and introduction of new
telephone models. Meanwhile, information segment grew 5.7% in the
first half of 2017 (January – June 2016: 3.6%) and computer
services rose 6.4% in the first half of 2017 (January – June 2016:
7%).The subsector is expected to sustain its strong growth momentum
expanding 8.5% in 2017 supported by the launching of latest
smartphone models, price reductions on earlier premium models and
an increase in subscriptions to value added services offered by
telecommunication companies.
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Information and communication technology is one of the fastest
growing subsectors in Asia, registering a growth of 12.8% between
2012 and 2016. Over the same period, MSC Malaysia registered a
strong export growth of 13.5%. Of this, creative content and
technologies was the fastest growing segment expanding 26.3%. As at
end August 2017, a total of 367 companies were involved in the
creative content and technologies cluster of MSC Malaysia
specialising in animation game development; e-learning; and mobile
and interactive content. Malaysian information and communication
technology exporters are gaining momentum and capabilities,
particularly in supplying digital content, software development and
testing.
Other services gaining traction include Internet of Things; data
centres and cloud services; cyber security; and big data analytics.
The increasing uptake of mobile computing is expected to boost
demand for new and improved content applications, providing a broad
range of opportunities for local content designers, engineers and
developers to further enhance exports of creative content.
The information and communication subsector is expected to
expand 8.8% in 2018 on account of promotional campaigns and more
offerings of digital products.
(Source: Chapter 3: Economic Performance and Prospects, Economic
Report 2017/ 2018, Ministry of Finance Malaysia)
4.4 Future prospects of Vivocom Group
The construction services and aluminium design and fabrication
segments contributed approximately 57.42% and 30.39%, respectively,
to the Group's total revenue for the FYE 31 December 2017 and is
expected to continue to be the main revenue and profit driver for
the Group with its current order book and recent contracts secured.
As at the LPD, the Group's outstanding order book for the
construction services and aluminium design and segment is
approximately RM707.11 million of which approximately RM436.41
million was secured in 2017 and 2018 which will provide the Group
with earning visibility for the next 3 years. Further details of
the projects secured are set out below:-
SegmentMonth of
commencementEstimated month
of completion
Total contract
value
Outstanding order book as
at the LPDRM'000 RM'000
Construction November 2015 December 2020 116,400 86,696
Aluminium installation
March 2016 February 2019 12,800 7,816
Construction May 2016 April 2019 156,180 116,857
Construction May 2016 December 2020 25,000 21,200
Aluminium installation
November 2016 December 2018 10,100 4,780
Construction December 2016 January 2020 52,000 33,350
Aluminium installation
March 2017 March 2019 13,531 7,855
Aluminium installation
March 2017 March 2019 6,010 2,764
Construction June 2017 January 2021 195,000 170,000
Aluminium installation
July 2017 March 2019 14,326 5,080
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SegmentMonth of
commencementEstimated month
of completion
Total contract
value
Outstanding order book as
at the LPDRM'000 RM'000
Construction September 2017 August 2020 75,000 75,000
Aluminium installation
November 2017 November 2019 3,20