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Further re proposed disposal

19 Jul 2013 14:50

RNS Number : 7168J
Resource Holding Management Limited
19 July 2013
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Resource Holding Management Limited

("RHM" or the "Company")

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Further re proposed disposal

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On 16 November 2010 the Company announced that it had entered into a conditional Sale of Shares Agreement ("SSA") with PUC Founder (MSC) Berhad ("Founder") for the proposed disposal of the entire issued share capital of RedHot Media Group Sdn Bhd ("RMG"), Red Media Asia Limited ("Red Media") and Ausscar Group Sdn Bhd ("Ausscar"), all of which are wholly owned operating subsidiaries of RHM to Founder (the "Proposed Disposal").

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The Proposed Disposal is subject to, inter alia, obtaining regulatory approvals in Malaysia, including approval by Bursa Malaysia Securities Berhad ("Bursa Securities"), the stock exchange of Malaysia. On 6 December 2012 Founder submitted a revised application to Bursa Securities to reflect the terms of the Second Supplemental SSA, further details of which were announced by RHM on 14 November 2012.

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The Company had announced on 24 April 2013 that Founder had received written confirmation, through a letter dated 22 April 2013, that Bursa Securities has resolved to approve the Proposed Disposal, subject to a number of conditions. These conditions include, inter alia, Founder complying with various requirements relating to the implementation of the Proposed Disposal, as stipulated in the ACE Market Listing Requirements of Bursa Securities, and submission of additional disclosure requirements to Bursa Securities.

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Pursuant to the aforementioned approval, Founder was required to fulfil the ACE Market Listing Requirements of Bursa Securities to issue its Circular within 14 days from the date of the letter of approval from Bursa Securities (the "Circular Issuance Date"). The Company announced on 3 May 2013 that Founder had been granted an extension by Bursa Securities for the Circular Issuance Date to 31 July 2013.

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Founder announced today that it has submitted an application to Bursa Securities for the deadline for the Circular Issuance Date to be extended to 31 August 2013. Founder have also asked for an extension in relation to the deadline for completion of the Proposed Disposal until 31 December 2013.

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A full copy of the announcement released by PUCF is included below.

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For further information please contact:

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Resource Holding Management Limited

Cheong Chia Chieh

Tel: +6012 329 5522

Allenby Capital Limited

(Nominated Adviser and Broker)

Nick Athanas / James Reeve

Tel: +44 (0)203 328 5656

Leander PR (Financial PR)

Christian Taylor-Wilkinson

Tel: +44 (0)7795 168 157

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

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(I) PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN RED MEDIA ASIA LIMITED ("RMA") COMPRISING A TOTAL OF 8,269,818 ORDINARY SHARES OF USD1.00 EACH FROM RESOURCE HOLDING MANAGEMENT LIMITED (FORMERLY KNOWN AS REDHOT MEDIA INTERNATIONAL LIMITED) ("RESOURCE HOLDING") FOR A TOTAL CONSIDERATION OF RM90.0 MILLION TO BE SATISFIED VIA THE ISSUANCE OF 750.0 MILLION NEW ORDINARY SHARES OF RM0.10 EACH IN PUCF ("SHARES") AT AN ISSUE PRICE OF RM0.12 PER SHARE ("PROPOSED ACQUISITION");

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(II) PROPOSED EXEMPTION UNDER PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 ("CODE") TO RESOURCE HOLDING AND PERSONS ACTING IN CONCERT WITH IT FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR THE REMAINING PUCF SHARES NOT ALREADY HELD BY IT UPON COMPLETION OF THE PROPOSED ACQUISITION ("PROPOSED EXEMPTION");

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(III) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL OF PUCF ("PROPOSED IASC"); AND

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(IV) PROPOSED AMENDMENT TO THE COMPANY'S MEMORANDUM AND ARTICLES OF ASSOCIATION ("PROPOSED AMENDMENT")

(HEREINAFTER COLLECTIVELY REFERRED TO AS THE "PROPOSALS").

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All definitions used herein shall have the same meanings as the words and expressions defined in the announcement dated 16 November 2010 ("Announcement"), except where the context otherwise requires or where otherwise defined herein.

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Reference is made to PUCF's announcements dated 3 May 2013 in relation to the

Proposals. On behalf of the Board of Directors of PUCF, Kenanga Investment Bank Berhad ("KIBB") wishes to announce that on 18 July 2013, an application for an extension of time was submitted to Bursa Malaysia Securities Berhad ("Extension of Time") for a further extension of time to issue the circular in relation to the Proposals of up to 31 August 2013 and an extension of time to complete the implementation of the Proposals by 31 December 2013.

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This announcement is dated 19 July 2013.

This information is provided by RNS
The company news service from the London Stock Exchange
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END
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