hlt global berhad (“hlt” or the “company”) - insage

1

HLT GLOBAL BERHAD (“HLT” OR THE “COMPANY”)

(I) PROPOSED BONUS ISSUE OF UP TO 132,960,500 NEW ORDINARY SHARES IN HLT (“HLT

SHARES” OR “SHARES”) (“BONUS SHARES”) ON THE BASIS OF ONE (1) BONUS SHARE

FOR EVERY TWO (2) EXISTING HLT SHARES HELD ON AN ENTITLEMENT DATE TO

BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF SHARES”); AND

(II) PROPOSED BONUS ISSUE OF UP TO 199,440,750 FREE WARRANTS IN HLT

(“WARRANTS”) ON THE BASIS OF THREE (3) WARRANTS FOR EVERY FOUR (4)

EXISTING HLT SHARES HELD ON THE SAME ENTITLEMENT DATE AS THE PROPOSED

BONUS ISSUE OF SHARES (“PROPOSED BONUS ISSUE OF WARRANTS”)

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

1.0 INTRODUCTION

On behalf of the Board of Directors of HLT (“Board”), KAF Investment Bank Berhad (“KAF IB”)

wishes to announce that the Company is proposing to undertake the Proposals.

Further details on the Proposals are set out in the ensuing sections.

2.0 DETAILS OF THE PROPOSALS

2.1 PROPOSED BONUS ISSUE OF SHARES

2.1.1 Basis and number of Bonus Shares to be issued

The Proposed Bonus Issue of Shares entails the issuance of up to 132,960,500 Bonus Shares to be

credited as fully paid-up on the basis of one (1) Bonus Shares for every two (2) existing HLT Shares held

by the shareholders of HLT whose names appears on the Record of Depositors of the Company at the

close of business on a date to be determined and announced later by the Board (“Entitlement Date”).

The Entitlement Date will be determined and announced at a later date upon receipt of all relevant

approvals for the Proposed Bonus Issue of Shares.

As at 15 September 2017, being the latest practicable date prior to the date of this announcement

(“LPD”), the issued share capital of HLT is RM26,392,100 comprising 263,921,000 HLT Shares. In

addition, there are 2,000,000 options granted under HLT’s Employees Share Option Scheme (“ESOS”)

(“ESOS Options”), which remained unexercised as at the LPD.

For the purpose of illustration, the pro forma effects of the Proposals shall be based on the following

scenarios:-

Minimum Scenario - 131,960,500 Bonus Shares will be issued pursuant to the Proposed

Bonus Issue of Shares based on the issued share capital of the Company

as at the LPD of RM26,392,100 comprising 263,921,000 HLT Shares

on the assumption that none of the 2,000,000 ESOS Options will be

exercised on or prior to the Entitlement date.

Maximum Scenario - Up to 132,960,500 Bonus Shares will be issued pursuant to the

Proposed Bonus Issue of Shares based on the enlarged issued share

capital of HLT as at the LPD of RM26,592,100 comprising

265,921,000 HLT Shares on the assumption that all of the 2,000,000

ESOS Options will be exercised into new HLT Shares on or prior to

the Entitlement date.

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The actual number of Bonus Shares to be issued will depend on the number of HLT Shares in issue as at

the Entitlement Date. Fractional entitlements arising from the Proposed Bonus Issue of Shares, if any,

shall be dealt with in such manner as the Board shall in its absolute discretion deem fit and expedient,

and in the best interest of the Company.

The Proposed Bonus Issue of Shares is not intended to be implemented on a staggered basis.

2.1.2 Capitalisation of reserves

The Proposed Bonus Issue of Shares shall be effected by way of capitalising the share premium and

retained profits of the Company. HLT intends to capitalise the entire share premium account of the

Company first and utilise the retained earnings account of the Company to make up for any shortfall to

facilitate the Proposed Bonus Issue of Shares.

For the purpose of illustration, the pro forma effects of the Proposed Bonus Issue of Shares on the

reserves based on the Company’s latest audited financial statements for the financial year ended (“FYE”)

31 December 2016 and latest unaudited financial statements for the six (6)-months financial period ended

(“FPE”) 30 June 2017, are as follows:-

FYE 31 December 2016 Group Level Company Level

(Accumulated

Losses)/

Share Retained Share Retained

premium earnings Total premium earnings Total

Minimum Scenario RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Audited as at 31.12.16 - 34,768 34,768 - (2,108) (2,108)

Add : Subsequent event (1) 13,177 - 13,177 13,177 - 13,177

Interim dividend

- Income (2) - - - - 8,000 8,000

- Payable (3) - (2,639) (2,639) - (2,639) (2,639)

Less : Amount to be capitalised (13,177) (19) (13,196) (13,177) (19) (13,196)

---------- ---------- ---------- ---------- ---------- ----------

After Proposed Bonus Issue - 32,110 32,110 - 3,234 3,234

====== ====== ====== ====== ====== ======

Maximum Scenario Audited as at 31.12.16 - 34,768 34,768 - (2,108) (2,108)

Add : Subsequent event (1) 13,177 - 13,177 13,177 - 13,177

Interim dividend

- Income (2) - - - - 8,000 8,000

- Payable (3) - (2,659) (2,659) - (2,659) (2,659)


---------- ---------- ---------- ---------- ---------- ----------


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Six (6)-month FPE 30 June 2017 Group Level Company Level

(Accumulated

Losses)/

Share Retained Share Retained

premium earnings Total premium earnings Total

Minimum Scenario RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Unaudited as at 30.6.17 13,177 35,256 48,433 13,177 (2,464) 10,713

Add : Interim dividend

- Income (2) - - - - 8,000 8,000

- Payable (3) - (2,639) (2,639) -

(2,639) (2,639)


---------- ---------- ---------- ---------- ---------- ----------


====== ====== ====== ====== ====== ======

Maximum Scenario Unaudited as at 30.6.17 13,177 35,256 48,433 13,177 (2,464) 10,713

Add : Interim dividend

- Income (2) - - - - 8,000 8,000

- Payable (3) - (2,659) (2,659) - (2,659) (2,659)


---------- ---------- ---------- ---------- ---------- ----------


====== ====== ====== ====== ====== ======

Notes:-

(1) Being the share premium arising from the public issue of 39,591,000 HLT Shares at RM0.45 per share

pursuant to the Company’s listing on Ace Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 10 January 2017 after adjusted for the associated share issuance expenses of RM0.68 million.

(2) The declaration of interim dividends totalling RM8.0 million in respect of the financial year ending 31

December 2017 on 21 September 2017 by HL Advance Technologies (M) Sdn Bhd, a wholly-owned subsidiary of HLT.

(3) The declaration of first interim dividend of 1.00 sen per Share for the financial year ending 31 December 2017,

which shall be paid out on 30 November 2017 to the shareholders whose names appear in the Record of

Depositors of HLT at the close of business on 1 November 2017 (“Dividend Entitlement Date”).

The Board confirms that based on HLT’s latest audited consolidated financial statements for the FYE 31

December 2016 and its latest unaudited consolidated quarterly financial results for the six (6)-month FPE

30 June 2017, after adjusted for the aforesaid subsequent events, HLT’s reserves required for the

capitalisation of the Proposed Bonus Issue of Shares are unimpaired by losses on a consolidated basis in

accordance with Paragraph 6.31(1) of the Ace Market Listing Requirements of Bursa Securities (“Listing

Requirements”).

Further, the Board will obtain a confirmation from the external auditors of the Company, namely Messrs.

Crowe Horwath on the adequacy of reserves for the capitalisation under the Proposed Bonus Issue of

Shares pursuant to Paragraph 6.31(3) of the Listing Requirements. The details of such confirmation will

be disclosed in the circular to shareholders of HLT to be issued at a later date.

2.1.3 Ranking of the Bonus Shares

The Bonus Shares shall, upon allotment and issuance, shall rank pari passu in all respects with the then

existing HLT Shares, save and except that they will not be entitled to any dividends, rights, allotments

and/or any other forms of distribution which may be declared, made or paid to the shareholders of HLT,

the entitlement date of which is prior to the date of allotment and issuance of the Bonus Shares.

For clarity, the Bonus Shares will be allotted and issued after the Dividend Entitlement Date and hence,

will not be entitled to the first interim dividend of 1.00 sen per Share declared for the financial year

ending 31 December 2017.

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2.1.4 Listing of and quotation for the Bonus Shares

An application will be made to Bursa Securities for the listing of and quotation for the Bonus Shares on

the Ace Market of Bursa Securities.

2.2 PROPOSED BONUS ISSUE OF WARRANTS

2.2.1 Basis and number of Warrants to be issued

The Proposed Bonus Issue of Warrants involves the issuance of up to 199,440,750 Warrants on the basis

of three (3) Warrants for every four (4) existing HLT Shares held by the shareholders of HLT on the

same Entitlement Date as the Proposed Bonus Issue of Shares. For the avoidance of doubt, the Bonus

Shares are not entitled to the Warrants.

Under the Minimum Scenario, 197,940,750 Warrants will be issued pursuant to the Proposed Bonus

Issue of Warrants, whilst up to 199,440,750 Warrants will be issued under the Maximum Scenario. Any

fractional entitlements of the Warrants, if any, shall be dealt with in such manner as the Board shall in

its absolute discretion think fit and expedient, and in the best interests of the Company. The Proposed

Bonus Issue of Warrants will not be implemented on a staggered basis.

The Warrants will be issued in registered form and constituted by a deed poll to be executed by the

Company (“Deed Poll”). The indicative salient terms of the Warrants are set out in Section 2.2.6 of this

announcement.

2.2.2 Capitalisation of reserves

There will not be any capitalisation of reserves arising from the issuance of the Warrants pursuant to the

Proposed Bonus Issue of Warrants. Therefore, the requirement to ensure that the necessary reserves

required for capitalisation is unimpaired by losses of the Company on a consolidated basis pursuant to

Paragraph 6.31 of the Listing Requirements is not applicable with regards to the Proposed Bonus Issue

of Warrants.

2.2.3 Ranking of the Warrants and the new HLT Shares to be issued arising from the exercise of the

Warrants

The holders of the Warrants will not be entitled to any voting rights or participation in any form of

distribution other than on winding-up, compromise or arrangement of HLT to be set out in the Deed Poll

and/or any offer of further securities in HLT until and unless such holders of the Warrants exercise their

Warrants into new HLT Shares.

The new HLT Shares to be issued pursuant to the exercise of the Warrants shall, upon allotment and

issuance, rank pari passu in all respects with the then existing HLT Shares, save and except that they will

not be entitled to any dividends, rights, allotments and/or any other forms of distribution which may be

declared, made or paid to the shareholders of HLT, the entitlement date of which is prior to the date of

allotment and issuance of the new HLT Shares arising from the exercise of the Warrants.

2.2.4 Listing of and quotation for the Warrants and new HLT Shares to be issued arising from the

exercise of the Warrants

An application will be made to Bursa Securities for the admission of the Warrants to the Official List of

the Ace Market of Bursa Securities as well as for the listing of and quotation for the Warrants and the

new HLT Shares to be issued arising from the exercise of the Warrants on the Ace Market of Bursa

Securities.

2.2.5 Basis of determining the issue price and exercise price of the Warrants

The Warrants will be issued at no cost to the shareholders on a pro rata basis. The exercise price of the

Warrants has been fixed at RM0.20 by the Board after taking into consideration, amongst others, the

following:-

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(i) The historical price movement of HLT Shares;

(ii) the theoretical ex-price of RM0.2624 per HLT Share after the Proposals, calculated based on

the five (5)-day volume weighted average market price of HLT Shares up to and including the

LPD of RM0.4404;

(iii) The prevailing market conditions; and

(iv) The potential future earnings of HLT and its subsidiaries (“HLT Group”).

2.2.6 Indicative principal terms of the Warrants

Form and denomination : The Warrants will be issued in registered form and constituted by the

Deed Poll.

Number of Warrants : Up to 199,440,750 Warrants to be issued pursuant to the Proposed

Bonus Issue of Warrants

Exercise Price : The exercise price of the Warrants has been fixed at RM0.20 per

Warrant, subject to further adjustments (where applicable) in

accordance with the provisions of the Deed Poll.

Exercise Period : The period commencing on and including the date of issuance of the

Warrants and ending on the Expiry Date. Warrants not exercised

during the exercise period will thereafter lapse and cease to be valid.

Method of exercise : The Warrant holders are required to lodge at the Company’s registrar

an exercise form, as set out in the Deed Poll, duly completed and

signed, together with payment of the exercise price for the total

number of new HLT Shares subscribed by banker’s draft or cashier’s

order or money order or postal order issued by a post office in

Malaysia.

Expiry Date : The close of business at 5.00 p.m. in Kuala Lumpur on the last Market

Day immediately preceding the fifth (5th) anniversary date of first

issue of the Warrants, and if such date is not a Market Day, then on

the immediate preceding Market Day.

Exercise Rights : Each Warrant entitles its holder to subscribe for one (1) new HLT

Share at the Exercise Price at any time during the Exercise Period

subject to adjustments in accordance with the provisions in the Deed

Poll.

Board lot : The Warrants are tradable upon listing on Bursa Securities in board

lots of 100 Warrants.

Status of new HLT Shares

to be issued pursuant to

the exercise of the

Warrants

: All new HLT Shares to be issued upon the exercise of the Warrants

(in accordance with the provisions of the Deed Poll) shall, upon

allotment and issue, rank pari passu in all respects with the then

existing HLT Shares, save and except that the new HLT Shares shall

not be entitled to any dividends, rights, allotments and/or any other

distribution which may be declared, made or paid before the date of

allotment of such new HLT Shares.

Adjustment in the

Exercise Price and/or the

number of Warrants held

by Warrant holders in the

event of alteration to the

share capital

: Subject to the provisions of the Deed Poll, the exercise price and/or

the number of Warrants held by each Warrant holder shall be adjusted

by the Board in consultation with an approved principal advisor or an

auditor in Malaysia appointed by the Company for the purposes of the

Deed Poll in the event of alteration to the share capital of the

Company in accordance with the provisions as set out in the Deed

Poll.

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Rights of Warrants : The Warrants do not entitle the registered holders thereof to any

voting rights in any general meeting of the Company or to participate

in any distribution and/or offer of further securities in the Company

unless the Warrant holder becomes a shareholder by exercising

his/her Warrants.

Modification of rights of

Warrant holders

: Save as otherwise provided in the Deed Poll, an ordinary resolution

of the Warrant holders is required to sanction any modification,

alteration or abrogation in respect of the rights of the Warrant holders.

Rights of Warrant holders

on winding-up,

compromise or

arrangement of the

Company

: 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 one (1) or more companies, then every Warrant

holder shall be entitled, upon and subject to the provisions of the Deed

Poll, at any time within six (6) weeks after the passing of such

resolution for a members’ voluntary winding-up of the Company, or

within six (6) weeks after (whichever is later) the court order

approving the compromise or arrangement, to be treated as if he had

immediately prior to the commencement of such winding-up,

compromise or arrangement (as the case may be) exercised the

Exercise Rights represented by the Warrants and had on such date

been the holder of the new HLT Shares arising from the exercise of

the Warrants. Upon the expiry of the above six (6) weeks, all exercise

rights of the Warrants shall lapse and cease to be valid for any

purpose.

Governing Law : Laws and regulations of Malaysia.

2.3 Adjustments to the ESOS Options

The ESOS By-laws constituting the Company’s ESOS provides for, amongst others, adjustment to be

made to the option price of the unexercised ESOS Options and the number of ESOS Options in the event

of a bonus issue.

3.0 UTILISATION OF PROCEEDS

The Proposed Bonus Issue of Shares will not raise any funds.

The Proposed Bonus Issue of Warrants will not raise any immediate funds upon its issuance as the

Warrants will be issued at no cost to the entitled shareholders of HLT. The exact quantum of the future

proceeds that may be raised by HLT would depend upon the actual number of Warrants exercised during

the tenure of the Warrants. As such, the exact timeframe for the utilisation of proceeds arising therefrom

is not determinable at this juncture.

Assuming full exercise of the Warrants at the Exercise Price of RM0.20 per Warrant, a total of up to

199,440,750 new HLT Shares would be issued and the Company could potentially raise a maximum

gross proceeds of RM39,888,150. Such proceeds to be raised, as and when the Warrants are exercised,

shall be utilised for the future working capital requirements of the HLT Group, which include, amongst

others, payment to trade and other payables, staff costs and other operating expenses such as rental and

utilities. The proceeds to be utilised for each component of working capital are subject to the HLT

Group’s operating requirements at the time of utilisation and therefore cannot be determined at this

juncture.

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4.0 RATIONALE FOR THE PROPOSALS

The Proposals are aimed at rewarding shareholders of the Company for their confidence in the HLT

Group and continuing support by giving them additional participation in the equity of the Company in

terms of number of Shares held, whilst maintaining their equity interest. In addition, the Proposed Bonus

Issue of Shares is expected to enhance the marketability and trading liquidity of HLT Shares on Bursa

Securities by way of a larger capital base.

Further, the Board is of the view that the Proposed Bonus Issue of Warrants is an appropriate avenue for

rewarding the existing shareholders of HLT after taking into consideration, amongst others, the following

factors:-

(a) the Proposed Bonus Issue of Warrants will reward the shareholders for their continuous support

by enabling them to participate in a derivative of HLT without incurring any costs;

(b) the issuance of Warrants will provide the shareholders with an opportunity to further increase

their equity participation in the Company by exercising the Warrants at a pre-determined price

over the tenure of the Warrants. The shareholders who are entitled to the Warrants may also

benefit from any potential capital appreciation arising from the exercise of the Warrants;

(c) to strengthen its financial position with enhanced shareholders’ funds and enlarged capital base

pursuant to the exercise of Warrants into new HLT Shares which is expected to enhance the

liquidity of HLT Shares on the Ace Market of Bursa Securities; and

(d) the Warrants will enable the Company to raise further proceeds as and when the Warrants are

exercised, for working capital requirements of the HLT Group.

5.0 EFFECTS OF THE PROPOSALS

5.1 Issued share capital

The proforma effects of the Proposals on the issued share capital of HLT are as follows:-

Minimum Scenario Maximum Scenario

No. of

Shares RM

No. of

Shares RM

(’000) (’000) (’000) (’000)

Issued share capital as at the LPD 263,921 26,392 263,921 26,392

To be issued pursuant to the exercise of

ESOS Options(1) - - 2,000 1,257

263,921 26,392 265,921 27,649

To be issued pursuant to the Proposed Bonus

Issue of Shares(2) 131,961 13,046 132,961 13,146

395,882 39,438 398,882 40,795

To be issued pursuant to the Proposed Bonus

Issue of Warrants(3) 197,941 39,588 199,441 39,888

Enlarged issued share capital 593,823 79,026 598,323 80,683

Notes:-

(1) Assuming all 2,000,000 ESOS Options granted as at the LPD are exercised by the holders of ESOS Option on or prior to the Entitlement Date and RM0.36 million has been transferred from ESOS reserve to share capital.

(2) Being the expenses in relation to the Proposed Bonus Issue, which comprise, inter alia, professional fees and fees payable to the relevant authority that are accounted for as a deduction from equity.

(3) Assuming all entitled shareholders of the Company exercise their Warrants.

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5.2 Earnings and earnings per Share (“EPS”)

The Proposals are not expected to have any material effect on the consolidated earnings of HLT for the

financial year ending 31 December 2017, save for the proportionate reduction in the EPS of the Company

as a result of the increase in the number of HLT Shares in issue pursuant to the Proposals.

5.3 Net assets (“NA”) and gearing

The proforma effects of the Proposals on the consolidated NA per Share and gearing of HLT based on

the audited consolidated financial statements of HLT for the FYE 31 December 2016 are as follows:-

Minimum Scenario (I) (II) (III)

Audited as at

31 December

2016

Adjustments

for subsequent

events(1)

After (I)

and the

Proposals

(3)After (II) and

assuming full

exercise of

Warrants

RM’000 RM’000 RM’000 RM’000

Share capital 22,433 26,392 39,438 79,026

Share premium - 13,177 (2)- -

Merger deficit (22,033) (22,033) (22,033) (22,033)

ESOS reserve 357 357 357 357

Retained earnings 34,768 34,768 (2)32,110 32,110

Shareholders’ equity / NA 35,525 52,661 49,872 89,460

No. of Shares (’000) 224,330 263,921 395,882 593,823

NA per Share (RM) 0.16 0.20 0.13 0.15

Borrowings (RM’000) 1,372 1,372 1,372 1,372

Gearing (times) 0.04 0.03 0.03 0.02

Maximum Scenario:-

(I) (II) (III) (IV)

Audited

as at

31.12. 2016

Adjustments

for

subsequent

events(1)

(4)After (I) and

full exercise of

outstanding

ESOS Options

After (II) and

the Proposals

(3)After (III)

and assuming

full exercise of

Warrants

RM’000 RM’000 RM’000 RM’000 RM’000

Share capital 22,433 26,392 27,649 40,795 80,683

Share premium - 13,177 13,177 (5)- -

Merger deficit (22,033) (22,033) (22,033) (22,033) (22,033)

ESOS reserve 357 357 - - -

Retained earnings 34,768 34,768 34,768 (5)31,990 31,990

Shareholders’ equity/NA 35,525 52,661 53,561 50,752 90,640

No. of Shares (’000) 224,330 263,921 265,921 398,882 598,323

NA per Share (RM) 0.16 0.20 0.20 0.13 0.15

Borrowings (RM’000) 1,372 1,372 1,372 1,372 1,372

Gearing (times) 0.04 0.03 0.03 0.03 0.02

Notes:-

(1) Pursuant to the new Shares issued under the Public Issue and the share premium arising therefrom.

(2) After adjusted for the capitalisation of approximately RM13.18 million from the share premium and RM0.02

million from the retained earnings account pursuant to the issuance of 131,960,500 Bonus Shares under the Proposals as well as the declaration of first interim dividend of 1.00 sen per Share of RM2.64 million.

(3) Based on the exercise price of RM0.20 per Warrant.

(4) Assuming all 2,000,000 outstanding ESOS Options as at LPD are fully exercised into new HLT Shares.

(5) After adjusted for the capitalisation of approximately RM13.18 million from the share premium and RM0.12

million from the retained earnings account pursuant to the issuance of 132,960,500 Bonus Shares under the

Proposals as well as the declaration of first interim dividend of 1.00 sen per Share of RM2.66 million.

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5.4 Substantial shareholders’ shareholdings

The Proposals will not have any effect on the substantial shareholders’ percentage of shareholding in the Company as the Bonus Shares will be allotted on a pro-rata

basis to all the shareholders of the Company. However, the number of HLT Shares held by each substantial shareholder will increase proportionately as a result of the

Proposals. The proforma effects of the Proposals on HLT’s substantial shareholders’ shareholdings in the Company are as follows:-

(I) (II)

After (I) and full

As at LPD After the Proposals exercise of Warrants

Minimum Scenario Direct Indirect Direct Indirect Direct Indirect

No. of No. of No. of No. of No. of No. of

Substantial shareholders Shares % Shares % Shares % Shares % Shares % Shares %

‘000 ‘000 ‘000 ‘000 ‘000 ‘000

Wong Kok Wah 93,110 35.3 *91,633 34.7 139,665 35.3 *137,449 34.7 209,497 35.3 *206,173 34.7

Chan Yoke Chun 91,633 34.7 ^93,110 35.3 137,449 34.7 ^139,665 35.3 206,173 34.7 ^209,497 35.3

(I) (II) (III)

After full exercise After (I) and After (II) and full

As at LPD of ESOS Options# the Proposals exercise of Warrants

Maximum Scenario Direct Indirect Direct Indirect Direct Indirect Direct Indirect

No. of No. of No. of No. of No. of No. of No. of No. of

Substantial shareholders Shares % Shares % Shares % Shares % Shares % Shares % Shares % Shares %

‘000 ‘000 ‘000 ‘000 ‘000 ‘000 ‘000 ‘000

Wong Kok Wah 93,110 35.3 *91,633 34.7 93,310 35.1 *91,833 34.5 139,965 35.1 *137,749 34.5 209,947 35.1 *206,623 34.5

Chan Yoke Chun 91,633 34.7 ^93,110 35.3 91,833 34.5 ^93,310 35.1 137,749 34.5 ^139,965 35.1 206,623 34.5 ^209,947 35.1

Notes:-

* Deemed interested through his spouse’s shareholdings in HLT.

^ Deemed interested through her spouse’s shareholdings in HLT.

# Assuming all 2,000,000 outstanding ESOS Options, including 200,000 ESOS Options granted to Wong Kok Wah and Chan Yoke Chun respectively, as at LPD are fully exercised

into new HLT Shares.

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5.5 Convertible securities

As at the LPD, save for the outstanding ESOS Options, the Company does not have any other convertible

securities.

6.0 APPROVALS REQUIRED AND INTER-CONDITIONALITY

The Proposals are subject to the following approvals being obtained:-

(a) Bursa Securities for the following:-

(i) listing of and quotation for up to 132,960,500 Bonus Shares on the Ace Market of Bursa

Securities;

(ii) admission to the Official List and the listing of and quotation for up to 199,440,750

Warrants on the Ace Market of Bursa Securities; and

(iii) listing of and quotation for up to 199,440,750 new HLT Shares to be issued pursuant

to the exercise of Warrants on the Ace Market of Bursa Securities,

(b) the shareholders of the Company at an extraordinary general meeting to be convened for the

Proposals; and

(c) any other relevant authorities and/or parties (if applicable).

The Proposed Bonus Issue of Shares and the Proposed Bonus Issue of Warrants are inter-conditional

upon one another. The Proposals are not conditional upon any other corporate exercise undertaken or to

be undertaken by the Company.

7.0 DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS

None of the Directors, major shareholders and/or persons connected with the Directors and major

shareholders of HLT have any interest, direct or indirect, in the Proposals save for their respective

entitlements as shareholders under the Proposals, which are also available to all other shareholders of the

Company.

8.0 ADVISER

KAF IB has been appointed as the Adviser to the Company for the Proposals.

9.0 DIRECTORS’ STATEMENT

The Board, having considered all aspects of the Proposals, including but not limited to the rationale and

financial effects of the Proposals, is of the opinion that the Proposals are in the best interest of the

Company.

10.0 ESTIMATED TIMEFRAME FOR SUBMISSION TO THE AUTHORITIES AND

COMPLETION

The application to Bursa Securities in relation to the Proposals is expected to be submitted to Bursa

Securities within two (2) months from the date of this announcement. Barring any unforeseen

circumstances, the Proposals are expected to be completed by the fourth (4th) quarter of 2017.

This announcement is dated 25 September 2017.

hlt global berhad (“hlt” or the “company”) - insage

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Transcript of hlt global berhad (“hlt” or the “company”) - insage