We refer to the announcements dated 17 January 2018, 21 February 2018, 28 February 2018, 30 May 2018, 28 June 2018, 13 July 2018, 30 August 2018, 28 November 2018, 28 December 2018, 9 January 2019, 11 January 2019, 27 February 2019, 29 May 2019, 9 August 2019, 28 August 2019, 21 January 2020, 12 February 2020, 6 May 2020, 2 June 2020, 30 June 2020, 8 July 2020 and 26 August 2020 in relation to the Company’s non-compliance with the public shareholding spread requirement pursuant to Paragraph 8.02(1) of the LR of Bursa Securities (“Announcements”).

Unless otherwise defined herein, the abbreviations used in this announcement are the same as those previously defined in the Announcements.

The Board of TAG (“the Board”) wishes to announce the following Status Announcement in conjunction with the release of the Company’s quarterly results for the third quarter of the financial year ending 31 December 2020, pursuant to Paragraph 3.3 of PN 19 of the LR of Bursa Securities:-

1. The Company as at 9 November 2020 does not meet the requirement as set out in paragraph 8.02(1) of the Listing Requirements which states that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders.

2. Based on the Company’s Register of Depositors as at 9 November 2020, the public shareholding spread of the Company was at 24.399%. This percentage represents a shortfall of 0.601% from the Public Spread Requirement.

3. As announced by the Company on 21 January 2020, Bursa Securities had vide its letter dated 21 January 2020, granted the Company an extension of time of six (6) months until 28 June 2020 to comply with the public shareholding spread requirement. 

4. On 12 February 2020, the Company announced that the Board had on even date received a notice of conditional voluntary take-over offer from TA Securities Holdings Berhad (“TASH”) on behalf of TA Enterprise Berhad (“TAE”) to acquire up to 2,119,389,362 ordinary shares in TAG, representing up to 39.83% equity interest in TAG (“Offer Shares”), for a consideration of RM0.28 per Offer Share which shall be satisfied by way of the following:

(a) a cash consideration of RM0.28 for every 1 Offer Share surrendered; or

(b) a share exchange based on an exchange ratio of 0.4211 new ordinary shares in TAE to be issued at an issue price of RM0.665 each for every 1 Offer Share surrendered,

(collectively referred to as the “Offer”).

The Offer is conditional upon the following:

(a) approval of Bursa Securities for the listing of and quotation for the Consideration Shares on the Main Market of Bursa Securities; and

(b) approval of the non-interested shareholders of TAE in relation to the Offer at an extraordinary general meeting (“EGM”) of TAE to be convened.

5. On 6 May 2020, the Company announced that the Board had received a letter of even date from TASH, on behalf of TAE, that the board of directors of TAE has resolved to seek the Securities Commission’s prior written consent to withdraw the Offer after taking into consideration, amongst others, the adverse impact of the COVID-19 pandemic to the financial performance of TAG and its subsidiaries during the financial year ending 31 December 2020.

6. On 2 June 2020, the Company announced that the Securities Commission had, vide its letter dated 1 June 2020, resolved to decline TAE’s application for the withdrawal of the Offer after having considered the justifications provided on a holistic basis. Pursuant thereto, the Board of TAE advised that it will announce the updates to the Offer in due course.

7. The Company had on 25 June 2020 applied to Bursa Securities for further extension of time of six (6) months to comply with the public shareholding spread requirement and Bursa Securities, vide its letter dated 7 July 2020, has granted the Company a further extension of time of six (6) months until 28 December 2020 to comply with the public shareholding spread requirement.

8. On 20 July 2020, the Company announced the tentative timeline for the implementation of the Offer and barring any unforeseen circumstances and subject to SC’s approval for the extension of time to dispatch the Offer Document and submission of the independent advice circular for SC’s comments, the Offer is expected to be completed in the 4th quarter of 2020.

9. On 10 November 2020, the Company announced that Bursa Securities has resolved to approve the listing and quotation of the following:

(i)        up to 904,404,192 new TAE Shares to be issued pursuant to the Offer; and

(ii)      up to 555,506,253 new TAE Shares to be issued pursuant to the Proposed Subscription.

The approval by Bursa Securities is subject to the following conditions:

(i)       TAE and TA Securities must fully comply with the relevant provisions under the Main Market Listing Requirements pertaining to the implementation of the Offer and Proposed Subscription;

(ii)      TAE and TA Securities to inform Bursa Securities upon the completion of the Offer and Proposed Subscription;

(iii)     TAE and TA Securities to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Offer and Proposed Subscription are completed; and

(iv)     TAE to furnish Bursa Securities with a certified true copy of the resolutions passed by shareholders at the EGM for the Proposals.

10. On 12 November 2020, TAE announced that an EGM will be held on 30 November 2020 to seek approval of the non-interested shareholders of TAE in relation to the Offer.

This announcement is dated 18 November 2020.