We refer to the announcements dated 25 April 2016, 28 April 2016, 31 May 2016, 1 June 2016, 29 June 2016, 24 October 2016 and 25 October 2016 in relation to the Proposed SCR to be undertaken by Tanah Makmur (“Announcements”). Unless otherwise defined, the terms used herein shall have the same meanings as those defined in the Announcements.

On behalf of the Board, CIMB Investment Bank Berhad (“CIMB”) wishes to announce that the Board, has today, received a letter from KDYTM Tengku Abdullah clarifying the terms and conditions to the Proposed SCR in the SCR Offer Letter and Revised SCR Offer Letter in order to facilitate the Revised SCR Consideration Price as set out below:

(i)         Tanah Makmur will reduce the par value of its ordinary shares (“Tanah Makmur Shares”) from RM0.50 to RM0.20 per share via the cancellation of RM0.30 of the par value of every existing Tanah Makmur Share pursuant to Section 64 of the Act, creating additional share premium reserve to faciliate the Proposed SCR;

(ii)         Tanah Makmur will then undertake a proposed bonus issue whereby new Tanah Makmur Shares of RM0.20 each (“Proposed Bonus Issue”) will be issued to all shareholders of Tanah Makmur whose names appear in the record of depositors of Tanah Makmur on the entitlement date (“Entitled Shareholders”) other than KDYTM Tengku Abdullah and certain selected persons-acting in concert with him (“Non-Entitled Shareholders”) by capitalising the amount standing to the credit of Tanah Makmur’s share premium and reserves;

(iii)        immediately after the Proposed Bonus Issue, Tanah Makmur will cancel all Tanah Makmur Shares in issue other than the Tanah Makmur Shares held by the Non-Entitled Shareholders; and

(iv)        forthwith after the cancellation of Tanah Makmur Shares as per paragraph (iii) above, Tanah Makmur will effect a capital repayment of RM1.90 in cash to the Entitled Shareholders for each existing Tanah Makmur Share held by the Entitled Shareholders as at the entitlement date which have been cancelled.

All other material terms and conditions as stated in the SCR Offer Letter and Revised SCR Offer Letter shall remain unchanged.

A copy of the abovementioned letter is enclosed herewith. 

On behalf of the Board, CIMB wishes to announce that the Board, save for the Interested Directors, has deliberated on the contents of the Revised SCR Offer Letter and the abovementioned letter and has resolved to table the Proposed SCR to the shareholders of Tanah Makmur for their consideration.

The Board notes that, save for the Revised SCR Consideration Price and the above items (i) to (iv), all other material terms and conditions to the Proposed SCR remain the same.

Following the revision of the SCR Consideration Price, CIMB wishes to announce that the Company is proposing to amend its memorandum and article of association (“Proposed Amendments”) to facilitate the Proposed SCR. The Proposed Amendments entail the amendment of the authorised share capital of the Company as stated in clause 6 of the Memorandum of Association and clause 3 of the Articles of Association of the Company from RM500,000,000 comprising 980,000,000 ordinary shares of RM0.50 each, 30,000,000 redeemable preference shares (“RPS”) of RM0.10 each and 70,000,000 redeemable convertible preference shares (“RCPS”) of RM0.10 each to RM500,000,000 comprising 2,450,000,000 ordinary shares of RM0.20 each, 30,000,000 RPS of RM0.10 each and 70,000,000 RCPS of RM0.10 each.

This announcement is dated 26 October 2016.