DGB-WB - Notice of Book Closure

ADJUSTMENTS TO THE NUMBER AND EXERCISE PRICE OF OUTSTANDING WARRANTS 2018/2021 ("WARRANTS B") AS SPECIFIED IN THE DEED POLL DATED 25 JUNE 2018 ("DEED POLL B") ("ADJUSTMENTS"), AS A CONSEQUENCE OF THE CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES IN DGB ASIA BERHAD ("DGB" OR THE "COMPANY") ("DGB SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 24 NOVEMBER 2020 INTO 1 SHARE ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION").
 

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 23 Nov 2020
2)  The last date of lodgment : 24 Nov 2020

Remarks 1 :

Participating Organisations are to take note of the following Share Consolidation exercise by DGB ASIA BERHAD - WARRANTS 2018/2021.

The Share Consolidation comprises the following:-

ADJUSTMENTS TO THE NUMBER AND EXERCISE PRICE OF OUTSTANDING WARRANTS 2018/2021 ("WARRANTS B") AS SPECIFIED IN THE DEED POLL DATED 25 JUNE 2018 ("DEED POLL B") ("ADJUSTMENTS"), AS A CONSEQUENCE OF THE CONSOLIDATION OF EVERY 10 EXISTING ORDINARY SHARES IN DGB ASIA BERHAD ("DGB" OR THE "COMPANY") ("DGB SHARES" OR "SHARES") HELD AT 5.00 P.M. ON 24 NOVEMBER 2020 INTO 1 SHARE ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION").

In relation to the Share Consolidation undertaken by DGB-WB as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 23 November 2020, trading of DGB-WB shares will be based on the newly adjusted warrants arising from warrants adjustment,

(b) on the basis of settlement taking place after 24 November 2020 with adjusted DGB-WB, an entitled warrants holder who owns DGB-WB shares as at Ex-date may sell only up to the maximum DGB-WB shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 23 November 2020.

With the warrants adjustments pursuant to the Share Consolidation effected on DGB-WB shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled DGB-WB shareholder may use the following basis to estimate the maximum number of DGB-WB shares that he may sell from the Ex-date until the Book Closing Date which is from 23 November 2020. until 24 November 2020.

Number of DGB-WB shares that may be                        =                                Number of shares held /10

sold from 23 November 2020 until 24 November 2020                 (All fractional shares computed should be disregarded)

Illustration:

For example, if Mr X owns or purchases 1000 DGB-WB shares on cum basis on 20 November 2020, his CDS account would still show 1000 DGB-WB shares until 24 November 2020. However, as a result of the above Share Consolidation exercise, Mr X’s 1000 DGB-WB shares in his CDS account will be adjusted to 100 DGB-WB on the night of 24 November 2020 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 DGB-WB shares on or after the Ex-date i.e. from 23 November 2020 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 23 November 2020 until 24 November 2020, they are only entitled to sell the maximum of 1/10 of the shares owned before the Ex-date. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position.

Remarks 2 :
Pursuant to the Share Consolidation, the number and exercise price of outstanding Warrants B which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Deed Poll B.

The Warrants B will be consolidated on the basis of every 10 Warrants B held by the entitled holders of Warrants B of the Company (whose names appear in the Record of Depositors at 5.00 p.m. on the Entitlement Date) into 1 Warrant B ("Consolidated Warrants B"). 

Fractional entitlements arising from the Adjustments, if any, shall be disregarded and/or dealt with by the Board of Directors of the Company in such manner at its absolute discretion as it may deem fit and expedient or in the best interests of the Company. 

Pursuant to the Adjustments, the existing number of Warrants B will be adjusted into a maximum number of 34,890,390 Consolidated Warrants B to be issued and allotted to the entitled holders. The actual number of Consolidated Warrants B to be issued and allotted would depend on the number of outstanding Warrants B which have yet to be exercised into new Shares as at the Entitlement Date.

Further, the existing exercise price of Warrants B of RM0.12 each will be revised to RM1.20 each pursuant to the Adjustments.

The Consolidated Warrants B will be listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 25 November 2020, being the next market day following the Entitlement Date.

The notices of allotment for the Consolidated Warrants B will be despatched to the entitled holders not later than 4 market days after the date of listing and quotation of the Consolidated Warrants B on Bursa Securities. The notice to the holders of Warrants B (setting out the details of the Adjustments) will be despatched in due course.

The Share Consolidation will result in a reduction in the number of Warrants B available in the market and the trading price of the Warrants B will be adjusted accordingly in proportion to the basis of the Share Consolidation. The holders of Warrants B are strongly advised to trade cautiously to prevent overselling of their position in respect of the Warrants B held.