The Company refers to its announcement dated 19 April 2023.
In response to the Notice of Intention, the Company had a Board meeting on the even date and the Company had also on the even date replied to Honsin Apparel Sdn Bhd (“Honsin”) and HIQ Media (Malaysia) Sdn Bhd (“HIQ Media”) amongst others, as follows:
1. As at 27.2.2023, in response to the notice of intention dated 17.2.2023 issued to the Company by Honsin and HIQ Media, the Company’s position at that material time was that the Company was inclined to provide the record of depositors (“ROD”). However, Honsin and HIQ Media had commenced an action in abuse of the court’s process in an attempt to circumvent the requirements of Section 34 of Securities Industries (Central Depositories) Act 1991 (“SICDA 1991”). The decision of the High Court dated 17.4.2023 clearly spelt out the abuse of the court’s process by Honsin and HIQ Media.
2. The Company had on 23.3.2023, lodged a complaint with the Securities Commission Malaysia (“SC”) and Takeover and Mergers Panel of SC (“Takeover Panel”) as the Board of the Company has cogent evidence that several persons acting in concert with Honsin and HIQ Media had failed to make a mandatory general offer to the Company’s shareholders pursuant to Section 218(2) of Capital Markets and Services Act 2007 (“CMSA 2007”), when it is the obligation of Honsin and HIQ Media and the obligations of the persons acting in concert with Honsin and HIQ Media to do so.
3. Pursuant to Rule 15 of Rules on Take-Overs, Mergers and Compulsory Acquisitions, which provides that a party required to make a mandatory general offer shall not be appointed to the board of the Company until the offer document is dispatched save and unless consent is granted by the SC. The Company’s complaint was made known to Honsin and HIQ Media vide the affidavit in reply affirmed by Dato’ Dr Abdullah bin Sepien on 28.3.2023 vide the Kuala Lumpur High Court Originating Summons No. WA-24NCC-103-02/2023. The complaint was also publicly announced via a press release dated 4.4.2023 and published by The Edge Markets where it was stated that the Company has lodged a complaint with the SC, alleging that over 20 parties comprising companies and individuals acting in concert with Honsin and HIQ Media have accumulated more than 33% equity stake without making a mandatory general offer. Further, it was also reported by The Edge Markets on 10.4.2023 that the SC has received a complaint from the Company and the SC is currently looking into the matter. As such, the Notice of Intention is a direct breach of the aforesaid Rule 15 where Honsin and HIQ Media and/or other convenors have totally disregarded the provision of Rule 15 by proposing to nominate Tan Eik Huang and Lee Boon Siong to act as directors of the Company, knowing full well that until the offer document is dispatched, neither Honsin and HIQ Media nor persons acting in concert with Honsin and HIQ Media can exercise any voting rights in the Company and none of the nominees of Honsin and HIQ Media or the nominees of the persons acting in concert with Honsin and HIQ Media shall be appointed to the board of the Company.
4. As such, the Board of the Company is duty bound to protect the interest of the Company and its shareholders as a whole. In light of the complaint lodged and the abovementioned Rule 15, the Company will not provide Honsin and HIQ Media with a copy of the ROD pursuant to Section 34 of the SICDA 1991 until a mandatory general offer is received from Honsin and HIQ Media and all the other persons acting in concert with Honsin and HIQ Media.
A copy of the letter dated 3 May 2023 issued by the Company to Honsin and HIQ Media is also attached below.
This announcement is dated 3 May 2023.