Bursa
Announcements

On behalf of the Board of Directors of Ekovest, RHB Investment Bank Berhad and Astramina Advisory Sdn Bhd wish to announce that the Company has on 29 September 2020 entered into three (3) conditional share purchase agreements (“SPAs”) with Limbongan Resources Sdn Bhd, Tan Sri Datuk Seri Lim Keng Cheng and Lim Seong Hai Holdings Sdn Bhd for the acquisition of an aggregate of 89,144,200 ordinary shares in PLS (“PLS Shares”) and 7,087,100 warrants issued by PLS (“PLS Warrants”) representing approximately 24.54% equity interest in PLS and 4.35% of the outstanding PLS Warrants respectively, from them for a total cash consideration of RM85,750,055 at RM0.95 per PLS Share and RM0.15 per PLS Warrant in accordance with the terms and conditions of the SPAs.

Upon completion of the Proposed Acquisitions, Ekovest’s shareholding in PLS will increase from 119,257,300 PLS Shares representing approximately 32.84% equity interest in PLS to 208,401,500 PLS Shares representing approximately 57.38% of the total issued shares of PLS, hence making PLS a subsidiary of Ekovest. Ekovest’s warrant holding in PLS will also increase from 40,878,650 PLS Warrants representing approximately 25.10% of the outstanding PLS Warrants to 47,965,750 PLS Warrants representing approximately 29.45% of the outstanding PLS Warrants.

Accordingly, pursuant to Section 218(2) of the Capital Markets and Services Act 2007 and Paragraph 4.01(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia (“Rules”), Ekovest will be obliged to extend an unconditional mandatory general offer (“MGO” or “Offer”) to acquire the following:

(i) all the remaining PLS Shares not already held by Ekovest including any new PLS Share that may be issued and allotted prior to the closing date of the Offer arising from the exercise of any PLS Warrant (“Offer Shares”); and

(ii) all the remaining PLS Warrants not already held by Ekovest (“Offer Warrants”),

for a cash offer price of RM0.95 per Offer Share and RM0.15 per Offer Warrant respectively.

In this regard, upon the SPAs becoming unconditional, Ekovest will serve a notice of the MGO on the board of directors of PLS in accordance with Paragraph 9.10(1) of the Rules.

Further details on the Proposals are set out in the attachment below.

This Announcement is dated 29 September 2020.