On behalf of the Board of Directors of TXCD ("Board"), Maybank Investment Bank Berhad ("Maybank IB") wishes to announce that the Company proposes to undertake the following to regularise its financial condition in accordance with Paragraph 4.2 of Practice Note 17 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities"):
(i) proposed reduction of the issued ordinary share capital of TXCD and the issued irredeemable convertible preference shares ("ICPS") capital of TXCD ("TXCD ICPS") amounting to an aggregate of RM281.50 million pursuant to Section 116 of the Companies Act, 2016 ("Act") ("Proposed Capital Reduction");
(ii) proposed exchange of up to 565,886,209 ordinary shares in TXCD ("TXCD Shares") representing the total number of TXCD Shares in issue, with up to 565,886,209 new ordinary shares in RCV Berhad ("RCV") ("RCV Shares") on the basis of one (1) new RCV Share for every one (1) existing TXCD Share held on an entitlement date to be determined by the Board and announced later ("Entitlement Date") by way of a scheme of arrangement under Section 366 of the Act ("Proposed Share Exchange");
(iii) proposed exchange of up to 254,221,104 TXCD ICPS, representing the total number of TXCD ICPS in issue, with up to 254,221,104 new ICPS in RCV ("RCV ICPS"), on the basis of one (1) new RCV ICPS for every one (1) existing TXCD ICPS held on the Entitlement Date by way of a scheme of arrangement under Section 366 of the Act ("Proposed ICPS Exchange");
(iv) proposed assumption of the listing status of TXCD by RCV and the admission of RCV to, and the withdrawal of TXCD from, the Official List of Bursa Securities with the listing and quotation of the enlarged issued RCV Shares and the RCV ICPS on the Main Market of Bursa Securities ("Proposed Transfer of Listing Status");
(v) proposed reorganisation comprising the acquisition by RCV from Ageson K2 Sdn Bhd, a wholly-owned subsidiary of Ageson Data Sdn Bhd which in turn is a wholly-owned subsidiary of TXCD, of its entire equity interest in Ageson Kensetsu Sdn Bhd ("AKSB") ("Proposed AKSB Transfer"), followed by the disposal by RCV of its entire equity interest in TXCD and up to 254,221,104 TXCD ICPS ("Proposed TXCD Disposal") to Forever Synergy Sdn Bhd (collectively, the "Proposed Reorganisation"); and
(v) proposed private placement of 275,000,000 new RCV Shares ("Placement Share(s)"), at an issue price of RM0.08 per Placement Share ("Placement Issue Price") to the identified investors ("Proposed Private Placement").
(collectively to be referred to as "Proposed Regularisation Plan")
Further details of the Proposed Regularisation Plan are set out in the attachment.
This announcement is dated 26 March 2026.