07-Apr-14
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE: PART A (I) PROPOSED REDUCTION OF THE ISSUED AND PAID-UP SHARE CAPITAL OF BTM RESOURCES BERHAD ("BTM") PURSUANT TO SECTION 64(1) OF THE COMPANIES ACT, 1965 ("ACT") INVOLVING THE CANCELLATION OF RM0.80 OF THE PAR VALUE OF EACH ORDINARY SHARE OF RM1.00 EACH IN BTM ("PROPOSED PAR VALUE REDUCTION"); (II) PROPOSED REDUCTION OF RM3,959,431 FROM THE SHARE PREMIUM ACCOUNT OF BTM PURSUANT TO SECTIONS 60(2) AND 64(1) OF THE ACT ("PROPOSED SHARE PREMIUM REDUCTION"); (III) PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF BTM TO FACILITATE THE CHANGE IN THE PAR VALUE OF THE ORDINARY SHARES IN BTM FROM RM1.00 TO RM0.20 ARISING FROM THE PROPOSED PAR VALUE REDUCTION ("PROPOSED MA AMENDMENTS"); (IV) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 118,734,576 NEW ORDINARY SHARES OF RM0.20 EACH IN BTM ("BTM SHARES") ("RIGHTS SHARES") TOGETHER WITH UP TO 47,493,830 FREE NEW DETACHABLE WARRANTS ("WARRANTS") AT AN ISSUE PRICE OF RM0.20 PER RIGHTS SHARE ON THE BASIS OF 2 RIGHTS SHARES FOR EVERY 1 BTM SHARE HELD AFTER THE PROPOSED PAR VALUE REDUCTION TOGETHER WITH 4 WARRANTS FOR EVERY 10 RIGHTS SHARES SUBSCRIBED, BASED ON A MINIMUM SUBSCRIPTION LEVEL OF 36,328,586 RIGHTS SHARES TOGETHER WITH 14,531,434 WARRANTS ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER ("PROPOSED RIGHTS ISSUE WITH WARRANTS"); AND (V) PROPOSED EXEMPTION FOR DATO' SERI YONG TU SANG AND PERSONS ACTING IN CONCERT WITH HIM FROM THE OBLIGATION TO UNDERTAKE A TAKE-OVER OFFER FOR ALL THE REMAINING BTM SHARES AND CONVERTIBLE SECURITIES NOT ALREADY OWNED BY THEM UNDER PARAGRAPH 16.1 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 ("PROPOSED EXEMPTION") PART B INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF BTM IN RELATION TO THE PROPOSED EXEMPTION
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