SCIENTX

3.670

-0.15 (-3.9%)

OTHERS PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE OF SCIENTEX PACKAGING (AYER KEROH) BERHAD PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016

SCIENTEX BERHAD

Type Announcement
Subject OTHERS
Description
PROPOSED SELECTIVE CAPITAL REDUCTION AND REPAYMENT EXERCISE OF SCIENTEX PACKAGING (AYER KEROH) BERHAD PURSUANT TO SECTION 116 OF THE COMPANIES ACT 2016

The Board of Directors of Scientex Berhad ("Scientex" or the "Non-Entitled Shareholder") wishes to announce that Scientex in its capacity as the major shareholders of Scientex Packaging (Ayer Keroh) Berhad ("SciPack"), had on 12 September 2025, served a letter of offer requesting SciPack to undertake a selective capital reduction and repayment exercise pursuant to Section 116 of the Companies Act 2016 ("SCR Offer Letter") ("Proposed SCR").

Under the Proposed SCR, all shareholders of SciPack other than the Non-Entitled Shareholder whose names appear in the Record of Depositors of SciPack as at the close of business on an entitlement date to be determined and announced later by the board of SciPack ("Entitled Shareholders") will receive a cash repayment of RM1.50 for each ordinary share in SciPack ("SciPack Share") ("SCR Offer Price"), which represents a total cash repayment sum of RM147,824,035.50. The Proposed SCR will result in the cancellation of the existing SciPack Shares held by the Entitled Shareholders. The remaining SciPack Shares which are not cancelled will continue to be held by the Non-Entitled Shareholder. Accordingly, the Non-Entitled Shareholder will own 100% equity interest in SciPack (excluding treasury shares) upon completion of the Proposed SCR, and in turn, SciPack will become a wholly-owned subsidiary of the Non-Entitled Shareholder. For the avoidance of doubt, the existing 550,100 treasury shares held by SciPack will be cancelled after the completion of the Proposed SCR.

The Proposed SCR is subject to and conditional on the following being obtained:-

(i) the approval of the Entitled Shareholders of SciPack (other than Scientex and person(s) acting in concert with Scientex) ("Disinterested Shareholders") for the Proposed SCR via a special resolution to be tabled at the extraordinary general meeting ("EGM") to be convened by SciPack. The special resolution is required to be approved by:-

(a) at least a majority in number of the Disinterested Shareholders and at least 75% in value of the votes attached to the SciPack Shares held by the Disinterested Shareholders that are cast either in person or by proxy at the EGM; and

(b) the value of the votes cast against the special resolution is not more than 10% of the votes attached to all the SciPack Shares held by the Disinterested Shareholders of the total voting shares in SciPack.

(ii) the Order of the High Court in Malaya giving effect to the Proposed SCR, followed by the lodgement of an office copy of the Order with the Registrar of Companies;

(iii) the approval, waiver and/or consent of the existing financiers and/or creditors of SciPack and its subsidiaries, if required; and

(iv) the approval, waiver and/or consent of any other relevant governmental or regulatory authority or parties, if required.

The Proposed SCR provides amongst others an opportunity for the Entitled Shareholders to exit and realise their investment in SciPack, eliminate the administrative and compliance costs associated with maintaining the listing status of SciPack and in turn enable resources to be diverted towards improving the core business of SciPack and its subsidiaries ("SciPack Group"), as well as accord Scientex and SciPack (under a privatised form) greater flexibility and operational efficiency in managing and developing the existing business of the SciPack Group.

The Proposed SCR will be funded via internally generated funds and/or bank borrowings of SciPack, and is not expected to have a material impact on Scientex's financial position.

Scientex, being the Non-Entitled Shareholder, is deemed interested in the Proposed SCR. Accordingly, Scientex will abstain from voting in respect of direct and/or indirect shareholdings in SciPack on the Proposed SCR to be tabled at the EGM to be convened by SciPack. Further, Scientex will also ensure that the persons connected and/or person(s) acting in concert with Scientex, if any, will abstain from voting in respect of their direct and/or indirect shareholdings, if any, on the Proposed SCR to be tabled at the EGM to be convened by SciPack.

We wish to highlight that the SCR Offer Letter (including the contents and terms of the Proposed SCR) is subject to the deliberation of the board of directors of SciPack (save for the interested directors), who will consider and deliberate on whether to table the Proposed SCR to the shareholders for their consideration and approval.

Please refer to the SCR Offer Letter attached herein for further details on the Proposed SCR.

This announcement is dated 12 September 2025.




Please refer attachment below.

Attachments

SCR Offer Letter (Final).pdf
426.3 kB



Announcement Info

Company Name SCIENTEX BERHAD
Stock Name SCIENTX
Date Announced 12 Sep 2025
Category General Announcement for PLC
Reference Number GA1-12092025-00001