The Board of Directors of the Company (“Board”) wishes to announce that the Board has on 8 November 2022 received a notice of unconditional mandatory take-over offer (“Notice”) from TIZA Global Sdn Bhd (“Offeror”) through KAF Investment Bank Berhad (as the Principal Adviser) and Astramina Advisory Sdn Bhd (as the Financial Adviser), to acquire:

(i) All the remaining ordinary shares in Citaglobal Berhad (formerly known as WZ Satu Berhad) (“Citaglobal”) (“Citaglobal Share(s)”) not already owned by the Offeror, Tan Sri Dato’ Sri (Dr.) Mohamad Norza bin Zakaria (“Ultimate Offeror”) and persons acting in concert with them (“PAC(s)”) as well as such number of new Citaglobal Shares that may be issued and allotted prior to the closing date of the offer arising from the:

(a) Conversion of the outstanding Irredeemable Convertible Preference Shares in Citaglobal (“ICPS”); 

(b) Exercise of the outstanding Warrants 2014/2024 in Citaglobal (“Warrant(s) A”); and

(c) Exercise of the outstanding Warrants 2021/2031 in Citaglobal (“Warrant(s) B”),

(“Offer Share(s)”), for a cash consideration of RM0.19 per Offer Share;

(ii) All the remaining ICPS not already owned by the Offeror, Ultimate Offeror and PACs (“Offer ICPS”) for a cash consideration of RM0.19 per Offer ICPS;

(iii) All the remaining Warrants A not already owned by the Offeror, Ultimate Offeror and PACs (“Offer Warrant(s) A”) for a cash consideration of RM0.01 per Offer Warrant A; and

(iv) All the remaining Warrants B not already owned by the Offeror, Ultimate Offeror and PACs (“Offer Warrant(s) B”) for a cash consideration of RM0.03 per Offer Warrant B.

(collectively referred to as the “Offer”).

(Collectively, the Offer Shares, Offer ICPS, Offer Warrants A and Offer Warrants B are referred to as the “Offer Securities”.)

A copy of the Notice is attached herewith. The Notice will be posted to the holders of the Offer Securities within seven (7) days of its receipt.

This Announcement is dated 8 November 2022.