XOX-PA - Notice of Book Closure

ADJUSTMENTS TO THE CONVERSION PRICE, CASH PAYMENT FOR CONVERSION AND NUMBER OF OUTSTANDING IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES OF XOX BHD ("XOX" OR THE "COMPANY") ("ICPS") PURSUANT TO THE CONSOLIDATION OF EVERY 30 EXISTING ORDINARY SHARES IN XOX ("XOX SHARES" OR "SHARES") INTO 1 XOX SHARE ("CONSOLIDATION SHARE") HELD AT 5.00 P.M. ON 30 JULY 2024 ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION")

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted "Ex - Adjustment” as from: 29 Jul 2024

2) The last date of lodgment : 30 Jul 2024

Remarks 1: 

Participating Organisations are to take note of the following Share Consolidation exercise by XOX BHD - ICPS A 2020/2030.

The Share Consolidation comprises the following: -

ADJUSTMENTS TO THE CONVERSION PRICE, CASH PAYMENT FOR CONVERSION AND NUMBER OF OUTSTANDING IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES OF XOX BHD ("XOX" OR THE "COMPANY") ("ICPS") PURSUANT TO THE CONSOLIDATION OF EVERY 30 EXISTING ORDINARY SHARES IN XOX ("XOX SHARES" OR "SHARES") INTO 1 XOX SHARE ("CONSOLIDATION SHARE") HELD AT 5.00 P.M. ON 30 JULY 2024 ("ENTITLEMENT DATE") ("SHARE CONSOLIDATION")

In relation to the ICPS adjustment undertaken by XOX-PA as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 29 Jul 2024, trading of XOX-PA shares will be based on the newly adjusted ICPS arising from ICPS adjustments,

(b) on the basis of settlement taking place after 30 Jul 2024 with adjusted XOX-PA shares, an entitled ICPS holder who owns XOX-PA shares as at Ex-date may sell only up to the maximum XOX-PA shares he expects to receive after the adjustment, i.e. the reduced amount, on or after the Ex-date 29 Jul 2024.

With the ICPS adjustments pursuant to the Share Consolidation effected on XOX-PA shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled XOX-PA shareholder may use the following basis to estimate the maximum number of XOX-PA shares that he may sell from the Ex-date until the Book Closing Date which is from 29 Jul 2024 until 30 Jul 2024.

Number of XOX-PA shares                                                               Number of shares held /30

that may be sold from 29 Jul 2024                      =                                       

until 30 Jul 2024                                                                      (All fractional shares computed should be disregarded)

Illustration:

For example, if Mr X owns or purchases 3000 XOX-PA shares on cum basis on 26 Jul 2024, his CDS account would still show 3000 XOX-PA shares until 30 Jul 2024. However, as a result of the above Share Consolidation exercise, Mr X’s 3000 XOX-PA  shares in his CDS account will be adjusted to 100 XOX-PA shares on the night of 30 Jul 2024 which is the Book Closing Date. Therefore, Mr X may, if he so wishes, sells only up to 100 XOX-PA  shares on or after the Ex-date i.e. from  29 Jul 2024 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 29 Jul 2024 until 30 Jul 2024, they are only entitled to sell the maximum of 1/30 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 conversion price, cash payment for conversion and the number of outstanding ICPS which are not exercised prior to the Entitlement Date will be adjusted in accordance with the provisions of the Constitution of the Company ("Adjustments").

The outstanding ICPS will be consolidated on the basis of every 30 ICPS held by the entitled ICPS holders (whose names appear in the Record of Depositors at 5.00 p.m. on the Entitlement Date) ("Entitled ICPS Holders") into 1 ICPS ("Consolidated ICPS").

Fractional entitlements arising from the Adjustments, if any, shall 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 or expedient and in the best interest of the Company.

Pursuant to the Adjustments, the existing number of 77,971,406 ICPS will be adjusted into a maximum number of 2,599,046 Consolidated ICPS to be issued and allotted to the Entitled ICPS Holders. The actual number of Consolidated ICPS to be issued and allotted would depend on the number of outstanding ICPS which have yet to be exercised into new XOX Shares as at the Entitlement Date.

Pursuant to the Adjustments, the conversion price and cash payment for conversion of ICPS will be adjusted as follows:

(a) existing conversion price of ICPS of RM0.05 will be revised to RM1.50; and

(b) existing cash payment for conversion of ICPS (based on the conversion mode of surrendering 1 ICPS with additional cash payment for 1 new XOX Share) of RM0.025 will be revised to RM0.75.

The Consolidated ICPS will be listed and quoted on the ACE Market of Bursa Malaysia Securities Berhad ("Bursa Securities") on 31 July 2024, being the next market day following the Entitlement Date.

The notice of allotment for the Consolidated ICPS will be despatched to the Entitled ICPS Holders not later than 4 market days after the date of listing and quotation of the Consolidated ICPS on Bursa Securities. The notice to the Entitled ICPS Holders (setting out the details of the Adjustments) will be despatched to the Entitled ICPS Holders in due course.

The Share Consolidation will result in a reduction in the number of ICPS available in the market and the trading price of the ICPS will be adjusted accordingly in proportion to the basis of the Share Consolidation. The Entitled ICPS Holders are strongly advised to trade cautiously to prevent overselling of their position in respect of the ICPS held.