RHM.L Regulatory News (RHM)

Resource Holding Management Limited

("RHM" or the "Company")

Announcement by PUC Founder (MSC) Berhad re proposed private placement, proposed bonus issue of shares and proposed free warrant issue

The Board of RHM notes the announcement released earlier today by PUC Founder (MSC) Berhad ("PUCF") of a proposed private placement, proposed bonus issue of shares and proposed free warrant issues (collectively the "Proposals"). A copy of the announcement can be found copied below.

RHM holds 527,939,106 shares in PUCF representing 62.48 per cent. of PUCF's current issued share capital.

For further information please contact:

PUC FOUNDER (MSC) BERHAD ("PUC" OR THE "COMPANY")

· PROPOSED PRIVATE PLACEMENT;

· PROPOSED BONUS ISSUE OF SHARES; AND

· PROPOSED FREE WARRANTS ISSUE

We refer to the announcements dated 10 July 2014 and 24 July 2014 in relation to the Proposals ("Announcements"). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board, TA Securities wishes to announce that Bursa Securities had, vide its letter dated 13 August 2014 (which was received on 14 August 2014), approved the following:

(i) Admission to the Official List and listing and quotation of up to 132,791,321 Warrants to be issued pursuant to the Proposed Free Warrants Issue;

(ii) Listing of up to 132,791,321 new PUC Shares to be issued pursuant to the exercise of the Warrants;

(iii) Listing of up to 84,503,000 new PUC Shares to be issued pursuant to the Proposed Private Placement; and

(iv) Listing of up to 132,791,321 new PUC Shares to be issued pursuant to the Proposed Bonus Issue of Shares.

The approval by Bursa Securities for the Proposed Private Placement is subject to the following conditions:

(i) PUC and TA Securities must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Private Placement;

(ii) PUC and TA Securities to inform Bursa Securities upon the completion of the Proposed Private Placement;

(iii) PUC to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Private Placement is completed; and

(iv) PUC to furnish Bursa Securities with a certified true copy of the resolution passed by the shareholders in general meeting approving the Proposed Private Placement.

The approval granted by Bursa Securities for the listing and quotation of 132,791,321 new ordinary shares to be issued pursuant to the Proposed Bonus Issue of Shares is subject to the following conditions:

(i) PUC and TA Securities must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Bonus Issue of Shares;

(ii) PUC and TA Securities to inform Bursa Securities upon the completion of the Proposed Bonus Issue of Shares;

(iii) PUC to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Bonus Issue of Shares is completed; and

(iv) PUC and TA Securities are required to make the relevant announcements pursuant to Rule 6.36(2)(a) and (b) and 6.36(4) of the Listing Requirements.

The approval by Bursa Securities for the Proposed Free Warrants Issue is subject to the following conditions:

(i) PUC and TA Securities must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Free Warrants Issue;

(ii) PUC and TA Securities to inform Bursa Securities upon the completion of the Proposed Free Warrants Issue;

(iii) PUC to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Free Warrants Issue is completed; and

(iv) PUC is required to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of the Warrants as at end of each quarter together with a detailed computation of listing fees payable.