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PRACTICE NOTE 16 / GUIDANCE NOTE 2 : REGULARISATION PLAN

PIMPINAN EHSAN BERHAD

Type Announcement
Subject PRACTICE NOTE 16 / GUIDANCE NOTE 2
REGULARISATION PLAN
Description
PIMPINAN EHSAN BERHAD ("PEB" OR THE "COMPANY") 

I)      PROPOSED REGULARISATION PLAN
II)	PROPOSED OTHER ACQUISITIONS
III)	PROPOSED PRIVATE PLACEMENT II
IV)	PROPOSED EXEMPTION II

(PROPOSED REGULARISATION PLAN, PROPOSED OTHER ACQUISITIONS, PROPOSED PRIVATE PLACEMENT II AND PROPOSED EXEMPTION II ARE COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

Reference is made to our Announcements on 24 May 2021, 10 November 2021, 8 June 2022 and 15 February 2023 in relation to the Proposals (collectively referred to as “Announcements”). Unless otherwise defined, capitalised terms used in this Announcements have the same meanings as those given to them in the aforementioned Announcements.

We refer to MIDF Amanah Investment Bank Berhad (“MIDF Investment”)’s announcement made on behalf of the Company dated 8 June 2022 on the Supplemental SSA II for the following (“Supplemental SSA II Announcement”):

a. proposed subdivision of every existing PEB Share into two (2) PEB Shares on an entitlement date to be determined later (“Proposed Share Split”);

b. proposed acquisition of the entire equity interest of reNIKOLA Holdings together with its existing and proposed subsidiaries for a total purchase consideration of RM325.5 million to be satisfied by the issuance of 277,370,752 new PEB Shares (“Initial Proposed Acquisition of Group Companies A” or “Initial Transaction A”);

c. proposed private placement of up to 70,000,000 new PEB Shares (before the Proposed Share Split), representing up to 20.2% of the enlarged number of PEB Shares in issue after the Initial Proposed Acquisition of Group Companies A (“Initial Proposed Private Placement I”); and

d. proposed exemption for reNIKOLA, B.Grimm and their persons acting in concert from the obligation to undertake a mandatory takeover offer to acquire the remaining PEB Shares not already owned by them as a result of the Initial Proposed Acquisition of Group Companies A (“Initial Proposed Exemption I”),

(collectively referred to as, the “Initial Proposed Regularisation Plan”)

e. proposed acquisition of the following:

    i. entire equity interest of reNIKOLA (BKH) together with its proposed subsidiary for a total purchase consideration of RM218.0 million to be satisfied by the issuance of 203,738,317 new PEB Shares (“Transaction B”);

    ii. new reNIKOLA Holdings Shares to be issued to B.Grimm pursuant to proposed subscription of new reNIKOLA Holdings Shares by B.Grimm for RM214.5 million in cash to be satisfied by the issuance of 166,694,987 new PEB Shares (“Transaction C”); and

   iii. rights to acquire the entire equity interest in Idiwan Solar for RM13.9 million to be satisfied by the issuance of 10,802,829 new PEB Shares (“Transaction D”),

   (Transaction B, C and D are collectively referred to as “Initial Proposed Other Acquisitions”),

f. proposed private placement of up to 125,000,000 new PEB Shares (before the Proposed Share Split), representing up to 15.7% of the enlarged number of PEB Shares in issue after the Initial Proposed Other Acquisitions (“Initial Proposed Private Placement II”); and

g. proposed exemption for B.Grimm and its persons acting in concert from the obligation to undertake a mandatory takeover offer to acquire the remaining PEB Shares not already owned by them as a result of the Initial Proposed Other Acquisitions (“Initial Proposed Exemption II”).

We also refer to the announcement dated 15 February 2023 by MIDF Investment on behalf of the Company on the Feed-In Approvals for reNIKOLA Biogas and the intention of reNIKOLA for reNIKOLA Biogas to be included as part of the Initial Proposed Regularisation Plan at no additional consideration.

On behalf of the Board, MIDF Investment wishes to announce that the Company has, on 13 March 2023 entered into a third supplemental agreement to the SSA with the Vendors (“Supplemental SSA III”) to restate the Supplemental SSA II and amend the structure of the transactions contemplated under the Supplemental SSA II to comprise the following:

(i) Idiwan Solar which was previously proposed to be acquired after completion of the Initial Proposed Regularisation Plan i.e. under Transaction D is now included with the Proposed Acquisition of Group Companies A as part of the Proposed Regularisation Plan (“Idiwan Solar Acquisition”);

(ii) the Company will acquire Kuala Muda Estate Sdn Bhd (“KMESB”), Machang Estate Sdn Bhd (“MESB”), Machang Estate (II) Sdn Bhd (“ME(II)SB”) under the Proposed Acquisition of Group Companies A via acquisition of entire equity interest in reNIKOLA Holdings (“New Land Companies Acquisition”);

(iii) the Company will acquire the newly incorporated subsidiaries of reNIKOLA Holdings under the Proposed Acquisition of Group Companies A, namely reNIKOLA Biogas (Jengka) Sdn Bhd (“reNIKOLA Biogas”), reNIKOLA C&I Sdn Bhd (“reNIKOLA C&I”), reNIKOLA (Kuala Muda) Sdn Bhd (“reNIKOLA (Kuala Muda)”), reNIKOLA (Machang) Sdn Bhd (“reNIKOLA (Machang)”) and Hijau Aman Sdn Bhd (“Hijau Aman”); and

(iv) the Proposed Other Acquisitions will now entail only Transaction B and Transaction C.

(Idiwan Solar, reNIKOLA Biogas, reNIKOLA C&I, reNIKOLA (Kuala Muda), reNIKOLA (Machang) and Hijau Aman are referred to as “New Acquiree Companies A”)

Pursuant to the revisions above, the number of PEB Shares for the proposed private placements to be undertaken after the completion of the Proposed Acquisition of Group Companies A and the Proposed Other Acquisitions respectively, which were earlier determined in order to meet the public shareholding spread requirements of the Main Market Listing Requirements of Bursa Securities are adjusted accordingly.

Further details on the major revisions to the Initial Proposed Regularisation Plan are set out in the attachment below.

This announcement is dated 13 March 2023.




Please refer attachment below.



Announcement Info

Company Name PIMPINAN EHSAN BERHAD
Stock Name PEB
Date Announced 13 Mar 2023
Category General Announcement for PLC
Reference Number GA1-09032023-00027



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