HM-WC - Notice of Book Closure

ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2021/2026 IN HARVEST MIRACLE CAPITAL BERHAD ("COMPANY") AS CONSTITUTED BY THE DEED POLL DATED 16 MARCH 2021 ("DEED POLL C") ("WARRANTS C") PURSUANT TO THE CONSOLIDATION OF EVERY 3 EXISTING ORDINARY SHARES IN THE COMPANY ("HMCB SHARE(S)") HELD AS AT 5.00 P.M. ON 20 NOVEMBER 2024 ("ENTITLEMENT DATE") INTO 1 HMCB SHARE ("SHARE CONSOLIDATION")

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 19 Nov 2024
2) The last date of lodgment : 20 Nov 2024

Remarks 1: 
Participating Organisations are to take note of the following Share Consolidation exercise by HARVEST MIRACLE CAPITAL BERHAD.
The Share Consolidation comprises the following: -
ADJUSTMENTS TO THE EXERCISE PRICE AND NUMBER OF OUTSTANDING WARRANTS 2021/2026 IN HARVEST MIRACLE CAPITAL BERHAD ("COMPANY") AS CONSTITUTED BY THE DEED POLL DATED 16 MARCH 2021 ("DEED POLL C") ("WARRANTS C") PURSUANT TO THE CONSOLIDATION OF EVERY 3 EXISTING ORDINARY SHARES IN THE COMPANY ("HMCB SHARE(S)") HELD AS AT 5.00 P.M. ON 20 NOVEMBER 2024 ("ENTITLEMENT DATE") INTO 1 HMCB SHARE ("SHARE CONSOLIDATION")

In relation to the warrants adjustment undertaken by HM-WC as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:
(a) on or after the Ex-date on 19 Nov 2024, trading of HM-WC shares will be based on the newly adjusted warrants arising from warrants adjustments,
(b) on the basis of settlement taking place after 20 Nov 2024 with adjusted HM-WC shares, an entitled warrants holder who owns HM-WC shares as at Ex-date may sell only up to the maximum HM-WC shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 19 Nov 2024.

With the warrants adjustments pursuant to the Share Consolidation effected on HM-WC shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled HM-WC shareholder may use the following basis to estimate the maximum number of HM-WC shares that he may sell from the Ex-date until the Book Closing Date which is from 19 Nov 2024 until 20 Nov 2024.

Number of HM-WC shares                                                               Number of shares held /3
that may be sold from 19 Nov 2024                      =                                       
until 20 Nov 2024                                                                (All fractional shares computed should be disregarded)

Illustration:
For example, if Mr X owns or purchases 300 HM-WC shares on cum basis on 18 Nov 2024, his CDS account would still show 300 HM-WC  shares until 20 Nov 2024. However, as a result of the above Share Consolidation exercise, Mr X’s 300 HM-WC  shares in his CDS account will be adjusted to 100 HM-WC shares on the night of 20 Nov 2024 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 HM-WC  shares on or after the Ex-date i.e. from  19 Nov 2024 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 19 Nov 2024 until 20 Nov 2024, they are only entitled to sell the maximum of 1/3 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 exercise price and number of outstanding Warrants C (which are not exercised into new HMCB Shares prior to the Entitlement Date) shall be adjusted in accordance with the provisions of the Deed Poll C ("Adjustments").

The outstanding Warrants C will be consolidated on the basis of every 3 Warrants C held by the entitled holders of Warrants C (whose names appear in the Record of Depositors of the Company for Warrants C at 5.00 p.m. on the Entitlement Date) ("Entitled Warrant C Holders") into 1 Warrant C ("Consolidated Warrant(s) C"). Fractional entitlements for the Consolidated Warrants C arising from the Adjustments, if any, will be disregarded and dealt with by the Board of Directors of the Company in such manner at its absolute discretion as it may deem fit, expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of 125,946,372 outstanding Warrants C will be adjusted into a maximum number of 46,828,117 Consolidated Warrants C to be issued and allotted to the Entitled Warrant C Holders. The actual number of Consolidated Warrants C to be issued and allotted would depend on the number of outstanding Warrants C which are not exercised into new HMCB Shares on the Entitlement Date. 

Further, pursuant to the Adjustments, the exercise price of the Warrants C of RM0.17 each will be revised to RM0.51 each.

The Consolidated Warrants C will be listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad on 21 November 2024 ("Listing Date"), being the next market day following the Entitlement Date.

The notice of allotment of the Consolidated Warrants C will be issued and despatched to the Entitled Warrants C Holders at the addresses set out in the Record of Depositors of the Company for Warrants C as at the Entitlement Date within 4 market days after the Listing Date. The notice setting out the details of the Adjustments will be issued and despatched to the Entitled Warrants C Holders in due course. 

The Share Consolidation will result in a reduction in the number of Warrants C available in the market and the trading price of Warrants C will be adjusted accordingly in proportion to the basis of the Share Consolidation. 

Holders of Warrants C who wish to be entitled to the Share Consolidation as the Company's shareholders shall exercise their rights to subscribe for new HMCB Shares by lodging their duly completed exercise forms together with the relevant subscription monies with the Share Registrar of HMCB (at the address stated above) on or before 5.00 p.m. on Thursday, 7 November 2024 such that their names will appear in the Record of Depositors of the Company at 5.00 p.m. on the Entitlement Date.