16/05/2011 – General Announcement
General Announcement |
Reference No OI-110516-52890 |
Submitting Merchant Bank |
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OSK INVESTMENT BANK BERHAD |
Company Name |
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CAREPLUS GROUP BERHAD (ACE Market) |
Stock Name |
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CAREPLS |
Date Announced |
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16/05/2011 |
Admission Sponsor |
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OSK Investment Bank Bhd |
Sponsor |
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Same as above |
Type |
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Announcement |
Subject |
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NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS) COMBINATION OF NEW ISSUE OF SECURITIES |
Description |
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CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”) PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”) (COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”) |
Announcement Details/Table Section :We refer to the announcements dated 28 April 2011, 4 May 2011 and 5 May 2011. On behalf of the Board of Directors of Careplus, we are pleased to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) had, vide its letter dated 13 May 2011 (which was received on 16 May 2011), resolved to approve the following: (i) admission to the official listing of Bursa Securities and the listing of and quotation for 105,000,000 Warrants, to be issued pursuant to the Proposed Bonus Issue of Warrants; (ii) listing of and quotation for up to 105,000,000 new Careplus Shares, to be issued pursuant to the exercise of the Warrants; and (iii) listing of and quotation for up to 63,000,000 new Careplus Shares, representing up to 20% of the issued and paid-up ordinary share capital of Careplus, to be issued pursuant to the Proposed Private Placement. The said approval for the above Proposals is subject to the following conditions: (i) Careplus / OSK Investment Bank Berhad (“OSK”) are required to make immediate disclosures as per Rule 9.04(q) of the ACE Market Listing Requirements of Bursa Securities (“Listing Requirements”) that requires company to make immediate disclosure on a change in the business plan of the listed corporation that has been previously disclosed; (ii) The entire Careplus Shares and the Warrants (to be allotted to promoters arising from the Proposed Bonus Issue of Warrants) held by the promoters, to remain under moratorium up to 5 June 2011; (iii) Careplus / OSK must ensure that the promoters’ aggregate Careplus Shares and Warrants held amounting to at least 45% of the enlarged issued and paid-up ordinary share capital of Careplus, assuming full conversion or exercise of the Warrants, to remain under moratorium from 6 June 2011 up to 5 December 2011; (iv) The promoters are to provide Bursa Securities with undertaking letters, stating that they will comply with the above moratorium and disclosure of the details of securities to be placed under moratorium condition in the circular to shareholders; (v) Submission of the following information in respect of the moratorium on the shareholdings of the vendors to Bursa Malaysia Depository Sdn Bhd (“Bursa Depository”): (a) name of shareholders;
(vi) Careplus / OSK are required to furnish a certified true copy of the relevant resolutions passed by the securities holders in the general meeting. (vii) Careplus / OSK must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposals; (viii) Careplus / OSK are to inform Bursa Securities upon the completion of the Proposals; and (ix) Careplus / OSK to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposals are completed. This announcement is dated 16 May 2011 |