malakoff corporation berhadir.chartnexus.com/malakoff/website_html/attachments/...malakoff...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately.

Bursa Malaysia Securities Berhad (“Bursa Securities”) has prescribed this Circular as an Exempt Circular pursuant to Practice Note 18 of the Main Market Listing Requirements of Bursa Securities and has not perused the contents of this Circular prior to its issuance. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.

MALAKOFF CORPORATION BERHAD (Company No. 731568-V) (Incorporated in Malaysia)

CIRCULAR TO SHAREHOLDERS

IN RELATION TO THE

PROPOSED SHARE BUY-BACK BY MALAKOFF CORPORATION BERHAD TO PURCHASE ITS OWN SHARES OF UP TO 10% OF ITS ISSUED SHARE CAPITAL

(“PROPOSED SHARE BUY-BACK”)

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Principal Adviser

Our Directors will table the resolution pertaining to the Proposed Share Buy-Back for your consideration at our Extraordinary General Meeting (“EGM”) to be held at Mahkota Ballroom, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Tuesday, 28 November 2017 at 2.30 p.m. or any adjournment thereof. We have enclosed the Notice of EGM in relation to the Proposed Share Buy-Back together with the Proxy Form in this Circular.

You are entitled to attend and vote at our EGM or to appoint a proxy or proxies to attend and vote on your behalf should you be unable to attend our EGM. You should complete and deposit the Proxy Form at the office of Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time set for our EGM indicated below or any adjournment thereof. If you have lodged the Proxy Form, you may also attend and vote in person at our EGM, should you subsequently wish to do so.

Last day and time for lodging the Proxy Form : Sunday, 26 November 2017 at 2:30 p.m.Date and time of our EGM : Tuesday, 28 November 2017 at 2.30 p.m.

This Circular is dated 13 November 2017






IN RELATION TO THE



AND


Principal Adviser










IN RELATION TO THE



AND


Principal Adviser










IN RELATION TO THE



AND


Principal Adviser










IN RELATION TO THE



AND


Principal Adviser










IN RELATION TO THE



AND


Principal Adviser





DEFINITIONS

i

Except where the context otherwise requires, the following definitions shall apply throughout this Circular:

Act : Companies Act 2016

AGM : Annual general meeting

Board or Directors : Board of Directors

Bursa Securities : Bursa Malaysia Securities Berhad

Circular : This circular to our shareholders dated 13 November 2017

Code : Malaysian Code on Take-Overs and Mergers 2016

EGM : Extraordinary general meeting

EPS : Earnings per Share

FPE : Financial period ended

FYE : Financial year ended

Group : Collectively, our Company and our subsidiaries

Listing Requirements : Main Market Listing Requirements of Bursa Securities

LPD : 31 October 2017, being the latest practicable date prior to the printing of this Circular

Market Day : A day on which Bursa Securities is open for trading in securities

MCB or Company : Malakoff Corporation Berhad

Minister : Minister charged with the responsibilities for companies, currently the Minister of Domestic Trade, Co-operatives and Consumerism,Malaysia

NA : Net assets

Prevailing Laws : Prevailing laws, rules, regulations, orders, guidelines and requirements issued by the relevant authorities

Proposed Share Buy-Back : Proposed share buy-back by our Company to purchase our own Shares of up to 10% of our issued share capital

Purchased Share(s) : Share(s) of our Company purchased under the Proposed Share Buy-Back

Rules : Rules on Take-Overs, Mergers and Compulsory Acquisitions

Share(s) : Ordinary share(s) in our Company

VWAP : Volume weighted average market price

CURRENCY

RM and sen : Ringgit Malaysia and sen

i

DEFINITIONS (Cont’d)

ii

All references to “our Company” or “MCB” in this Circular are to Malakoff Corporation Berhad. The reference to “our Group” is to our Company and our subsidiaries, and all references to “we”, “us”, “our” and “ourselves” are to our Company, and where the context requires otherwise, shall include our subsidiaries. All references to “you” or “your” in this Circular are to our shareholders.

All references to dates and times are references to dates and times in Malaysia, unless otherwise stated. Words denoting the singular shall, where applicable, include the plural and vice versa, and words denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders and vice versa. Reference to persons shall include companies and corporations.

Any reference to any provisions of the statutes, rules, regulations, enactments or rules of stock exchange shall (where the context admits), be construed as a reference to provisions of such statutes, rules, regulations, enactments or rules of stock exchange (as the case may be) as modified by any written law or (if applicable) amendments or re-enactment to the statutes, rules, regulations, enactments or rules of stock exchange for the time being in force.

(The rest of this page has been intentionally left blank)

ii

CONTENTS

iii

PAGE

LETTER TO OUR SHAREHOLDERS IN RELATION TO THE PROPOSED SHARE BUY-BACK CONTAINING:

1. INTRODUCTION........................................................................................................ 1

2. DETAILS OF THE PROPOSED SHARE BUY-BACK………………........................... 2

3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK………………................... 5

4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSEDSHARE BUY-BACK.................................................................................................... 5

5. EFFECTS OF THE PROPOSED SHARE BUY-BACK……………….......................... 6

6. HISTORICAL SHARE PRICES.................................................................................. 10

7. APPROVAL REQUIRED............................................................................................ 10

8. INTERESTS OF OUR DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM......................................................................... 10

9. DIRECTORS’ RECOMMENDATION.......................................................................... 11

10. EGM…………….......................................................................................................... 11

11. FURTHER INFORMATION......................................................................................... 11

APPENDIX

I FURTHER INFORMATION......................................................................................... 12

NOTICE OF EGM ENCLOSED

PROXY FORM ENCLOSED

iii

1


Registered OfficeLevel 12, Block 4, Plaza Sentral Jalan Stesen Sentral 5 50470, Kuala Lumpur Malaysia

13 November 2017

Board of Directors Datuk Hj Hasni Bin Harun (Independent Non-Executive Chairman)Dato’ Sri Che Khalib Bin Mohamad Noh (Non-Independent Non-Executive Director)Cindy Tan Ler Chin (Non-Independent Non-Executive Director) Datuk Ooi Teik Huat (Non-Independent Non-Executive Director) Dato’ Wan Kamaruzaman Bin Wan Ahmad (Non-Independent Non-Executive Director) Kohei Hirao (Non-Independent Non-Executive Director)Datuk Seri Johan Bin Abdullah (Non-Independent Non-Executive Director)Datuk Idris Bin Abdullah (Independent Non-Executive Director) Datuk Dr. Syed Muhamad Bin Syed Abdul Kadir (Independent Non-Executive Director) Datuk Rozimi Bin Remeli (Independent Non-Executive Director) Zalman Bin Ismail (Alternate to Dato’ Wan Kamaruzaman Bin Wan Ahmad)

To: Our shareholders

Dear Sir/Madam,

PROPOSED SHARE BUY-BACK

1. INTRODUCTION

On 16 October 2017, our Board announced our Company’s intention to seek your approval for the Proposed Share Buy-Back at an EGM to be convened.

The purpose of this Circular is to provide you with the details of the Proposed Share Buy-Back as well as to set out the recommendation of our Board and to seek your approval for the resolution pertaining to the Proposed Share Buy-Back to be tabled at our forthcoming EGM. The Notice of EGM together with the Proxy Form are enclosed in this Circular.

You are advised to read the contents of this Circular carefully before voting on the resolution pertaining to the Proposed Share Buy-Back to be tabled at our forthcoming EGM.

1

2

2. DETAILS OF THE PROPOSED SHARE BUY-BACK

Our Board proposes to seek your approval for our Company to purchase up to 10% of our issued share capital at any point in time, subject to Section 127 of the Act, Subdivision 3 of Division 1 of Part III of the Act, Chapter 12 of the Listing Requirements, the Code and the Prevailing Laws at the time of the purchase(s).

The purchase of Shares under the Proposed Share Buy-Back will be carried out through Bursa Securities via stockbroker(s) to be appointed by our Board.

Our Company does not have an existing authority to purchase our Shares. As such, our Company does not currently hold any treasury share and has not purchased, resold and/or cancelled any Share during the last 12 months preceding the LPD.

2.1 Quantum

The maximum aggregate number of Shares which may be purchased by our Company shall not exceed 10% of our issued share capital at any point in time.

As at the LPD, our Company has an issued share capital of RM500,000,000 comprising 5,000,000,000 Shares. Hence, the maximum number of Shares that may be purchased or held as treasury shares by our Company is 500,000,000 Shares.

The actual number of Shares to be purchased and the timing of such purchases will depend on, among others, market conditions and sentiments, as well as the retained profits and financial resources available to our Company at the time of the purchase(s).

2.2 Funding

The Proposed Share Buy-Back may be funded through internally generated funds and/or external borrowings as long as the purchase is backed by an equivalent amount of retained profits of our Company, subject to compliance with the Prevailing Laws.

As at the date of this Circular, our Company has not determined the source of funding for the Proposed Share Buy-Back. The amount of internally generated funds and/or external borrowings to be used will only be determined later, depending on, among others, the actual number of Shares to be purchased, the availability of funds at the time of purchase(s) and other relevant cost factors.

The Proposed Share Buy-Back, if funded through internally generated funds, is not expected to have a material impact on the cashflow position of our Company. If the Proposed Share Buy-Back is to be financed by external borrowings, our Company will ensure we will be able to repay such borrowings and that such repayment will not have a material effect on our cashflow. In addition, our Board will ensure that our Company satisfies the solvency test as stated in Section 112(2) of the Act before implementing the Proposed Share Buy-Back.

Based on the latest audited consolidated financial statements of our Company for the FYE 31 December 2016 and the latest unaudited financial statements of our Company for the FPE 30 June 2017, the retained profits of our Company are approximately RM3.92 billion and RM3.90 billion, respectively.

2

3

2.3 Duration

The authority from you to undertake the Proposed Share Buy-Back, if granted, will be effective immediately after obtaining your approval and will continue to be in force until:

(i) the conclusion of the next AGM of our Company following the general meeting at which the resolution for the Proposed Share Buy-Back is passed, at which time it will lapse unless the authority is renewed by a resolution passed at that meeting, either conditionally or subject to conditions;

(ii) the expiration of the period within which the next AGM after that date is required by law to be held; or

(iii) the authority is revoked or varied by ordinary resolution passed by the shareholders of our Company at a general meeting of our Company,

whichever occurs first.

Your approval for the Proposed Share Buy-Back does not impose an obligation on our Company to purchase our Shares. However, it will allow our Board to exercise the power of our Company to purchase our Shares at any time within the abovementioned time period.

2.4 Purchase price

Pursuant to Paragraph 12.17 of the Listing Requirements, our Company may only purchase our Shares on Bursa Securities at a price which is not more than 15% above the VWAP of our Shares for the 5 Market Days immediately before the date of the purchase(s).

2.5 Treatment of the Purchased Shares

In accordance with Section 127(4) of the Act, where our Company has purchased ourShares, our Directors may deal with the Purchased Shares, at their discretion, in the following manner:

(i) cancel the Shares so purchased;

(ii) retain the Shares so purchased in treasury which is referred to as “treasury shares”; or

(iii) retain part of the Shares so purchased as treasury shares and cancel the remainder of the Shares.

Accordingly, based on Section 127(7) of the Act, where such Shares are held as treasury shares, our Directors may, at their discretion:

(i) distribute the Shares as dividends to our shareholders, such dividends to be known as “shares dividends”;

(ii) resell the Shares or any of the Shares in accordance with the relevant rules of Bursa Securities;

(iii) transfer the Shares or any of the Shares for the purposes of or under an employees’ share scheme;

(iv) transfer the Shares or any of the Shares as purchase consideration;

(v) cancel the Shares or any of the Shares; or

3

4

(vii) sell, transfer or otherwise use the Shares for such other purposes as the Minister may by order prescribe.

If the Purchased Shares are held as treasury shares, the rights attaching to them as to voting, dividends and participation in other distributions or otherwise, will be suspended and the treasury shares will not be taken into account in calculating the number ofpercentage of Shares, or of a class of shares in our Company for any purpose including substantial shareholdings, take-overs, notices, requisitioning of meetings, quorum for a meeting and result of a vote on a resolution at a meeting.

According to Paragraph 12.18 of the Listing Requirements, our Company may only resell the treasury shares on Bursa Securities at:

(i) a price which is not less than the VWAP for our Shares for the 5 Market Days immediately before the date of the resale; or

(ii) a discounted price of not more than 5% to the VWAP for our Shares for the 5 Market Days immediately before the date of the resale provided that:

(aa) the resale takes place not earlier than 30 days from the date of purchase; and

(bb) the resale price is not less than the cost of purchase of our Shares being resold.

An immediate announcement will be made to Bursa Securities in respect of the intention of our Directors to either resell the Purchased Shares or cancel them.

2.6 Public shareholding spread

The Proposed Share Buy-Back will be carried out in accordance with the Prevailing Laws at the time of the purchase including compliance with the 25% public shareholding spread requirement as set out in Paragraph 8.02(1) of the Listing Requirements.

Based on the Record of Depositors of our Company as at the LPD, the public shareholding spread of our Company stood at 3,119,579,803 Shares, representing about 62.39% in the hands of 18,619 public shareholders holding not less than 100 Shares each. Assuming that the Proposed Share Buy-Back is implemented in full and all the Shares so purchased (and assuming all Shares so purchased are from public shareholders in the market) are thereafter cancelled, the public shareholding spread of our Company is expected to reduce to 2,619,579,803 Shares, representing about 58.21%.

Our Company, in implementing the Proposed Share Buy-Back, will be mindful in ensuring that the minimum public shareholding spread of 25% is met and maintained.

2.7 Implication of the Code

As it is not intended for the Proposed Share Buy-Back to trigger the obligation to undertake a mandatory offer under the Code by any of our Company’s substantial shareholders or persons acting in concert with them, our Board will ensure that only such number of Shares are purchased, retained as treasury shares, cancelled or distributed such that the Proposed Share Buy-Back would not result in the triggering of any mandatory offer obligation on the part of our Company’s substantial shareholders and/or persons acting in concert with them. In this connection, our Board is mindful of the requirements of the Listing Requirements, the Code and the Prevailing Laws when making any purchase of our Shares pursuant to the Proposed Share Buy-Back.

4

5

If the number of Shares bought back result in any substantial shareholder(s) and/or persons acting in concert with them triggering the Code, such substantial shareholder(s) and/or persons acting in concert with them may consider seeking an exemption from the obligation to undertake a mandatory offer under the Rules.

3. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

The Proposed Share Buy-Back, if implemented, will provide our Company with an option to use our surplus financial resources to help stabilise the supply and demand as well as the price of our Shares, thereby supporting the fundamental value of our Shares.

All things being equal, the Proposed Share Buy-Back, regardless of whether the Purchased Shares are maintained as treasury shares or cancelled, will result in a lower number of Shares being used for the purposes of computing our EPS. Therefore, the Proposed Share Buy-Back will enhance the EPS of our Group.

The Purchased Shares may be held as treasury shares and resold on Bursa Securities at a higher price with the intention of realising a potential gain without affecting the total issued share capital of our Company. Should any treasury shares be distributed as share dividends, this would serve to reward you as shareholders of our Company.

Please refer to Section 4 below for the potential advantages and disadvantages of the Proposed Share Buy-Back.

4. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

The potential advantages of the Proposed Buy-Back to our Company and our shareholders are as follows:

(i) allows our Company to take preventive measures against speculation particularly when our Shares are undervalued, which would in turn, stabilise the market price of our Shares and hence, enhance investors’ confidence;

(ii) allows our Company flexibility in achieving the desired capital structure, in terms of debt and equity composition and size of equity; and

(iii) where the Purchased Shares are retained as treasury shares, it will provide our Company with opportunities for potential gains if such treasury shares are resold at a higher price and it will also serve to reward our shareholders if such treasury shares are distributed as share dividends.

The potential disadvantages of the Proposed Share Buy-Back to our Company and our shareholders are as follows:

(i) reduces the financial resources of our Group and may result in our Group foregoing other investment opportunities in the future and/or interest income that can be derived from the funds used for any purchase of Shares under the Proposed Share Buy-Back;and

(ii) as the Proposed Share Buy-Back can only be made out of retained profits of our Company, it may result in the reduction of financial resources available for distribution to our shareholders in the immediate future.

The Proposed Share Buy-Back is not expected to cause any potential material disadvantage to our Company or our shareholders as any share buy-back exercise will be undertaken only after in depth consideration of the financial resources of our Company and of the resultant impact to our shareholders.

5

6

Our Board will be mindful of the interests of our Company and our shareholders when undertaking the Proposed Share Buy-Back and in the subsequent resale of treasury shares on Bursa Securities, if any.

5. EFFECTS OF THE PROPOSED SHARE BUY-BACK

5.1 Share capital

The effect of the Proposed Share Buy-Back on our issued share capital will depend on whether the Purchased Shares are retained as treasury shares or cancelled.

If the Purchased Shares are retained as treasury shares, the Proposed Share Buy-Back will not affect our issued share capital but the rights attaching to them as to voting, dividends and participation in other distributions or otherwise, of our Company’s assets including any distribution of assets upon winding up of our Company will be suspended. The treasury shares will not be taken into account in calculating the number or percentage of Shares, or of a class of shares in our Company for any purpose including substantial shareholdings, take-overs, notices, requisitioning of meetings, quorum for a meeting and result of a vote on a resolution at a meeting.

Based on our issued share capital as at the LPD, and assuming that the maximum number of Shares (of up to 10% of our issued share capital) authorised under the Proposed Share Buy-Back are purchased and cancelled, the effect of the Proposed Share Buy Back on our issued share capital is as follows:

No. of Shares

As at the LPD 5,000,000,000

Less: Maximum number of Shares that may be purchased and cancelled pursuant to the Proposed Share Buy-Back

(500,000,000)

Resultant number of Shares in issue 4,500,000,000

5.2 NA

The effects of the Proposed Share Buy-Back on our NA and NA per Share will depend on the number of Shares purchased, the prices paid for such Shares, the effective funding cost to our Company to finance the purchase of such Shares, if any, or any loss in interest income to our Company, and whether the Purchased Shares are retained as treasury shares or cancelled.

If the Purchased Shares are retained as treasury shares, the NA of our Group will decrease by the purchase cost of the treasury shares because the treasury shares are required to be carried at cost and be deducted from equity. If the treasury shares are subsequently cancelled or distributed as share dividends, there will be no additional effect on the NA of our Group.

The Purchased Shares that are retained as treasury shares and/or cancelled and/or distributed as share dividends will reduce our NA per Share if the purchase price of such Shares exceeds our NA per Share, and vice versa. If the treasury shares are resold on Bursa Securities, it will increase our NA per Share if our Company realises a capital gain from such resale, and vice versa.

6

7

5.3 Gearing

Assuming that the treasury shares are being retained by our Company and no borrowing is being used to fund any purchase of the Purchased Shares, the Proposed Share Buy-Back may increase the gearing of our Group as the Purchased Shares will reduce the equity by the cost of Shares acquired and held as treasury shares.

The Proposed Share Buy-Back may further increase the gearing of our Group ifborrowing is used to fund any purchase of the Purchased Shares. However, at this juncture, we have not determined whether to use any borrowing to purchase any Shares under the Proposed Share Buy-Back.

5.4 Earnings and EPS

Depending on the number of Shares purchased, the prices paid for such Shares, the effective funding cost to our Company to finance the purchase of such Shares, if any, or any loss in interest income to our Company, the Proposed Share Buy-Back may increase or reduce the EPS of our Group.

Nevertheless, all things being equal, assuming that the treasury shares are retained by our Company, the Proposed Share Buy-Back is expected to increase the EPS of our Group as the treasury shares held by our Company will not be taken into account in calculating the total number of Shares in issue.

If the Purchased Shares are cancelled, the number of Shares applied in the computation of EPS will reduce and accordingly, all things being equal, the Proposed Share Buy-Back will increase the EPS of our Group.

If the Purchased Shares are resold, the extent of the impact to the EPS of our Group will depend on the actual selling price, the number of treasury shares resold and the effective gain on resale and any funding cost arising from the Proposed Share Buy-Back.

5.5 Working capital

The Proposed Share Buy-Back, when implemented, will reduce funds available for theworking capital of our Group, the quantum of which will depend on, among others, the number of Shares purchased, the purchase price(s) of Shares and any costs incurred in making the purchase. However, our Board believes that the Proposed Share Buy-Back will not have any material effect on the working capital of our Group.

5.6 Dividend

The Proposed Share Buy-Back is not expected to have any impact on the policy of our Board in recommending dividends to the shareholders of our Company. However, as stated in Section 2.5 above, our Board may distribute future dividends in the form of the treasury shares purchased pursuant to the Proposed Share Buy-Back.

7

8

5.7

Subs

tant

ial s

hare

hold

ers’

and

Dire

ctor

s’ s

hare

hold

ings

5.7.

1 Su

bsta

ntia

l sha

reho

lder

s

Base

d on

the

Reg

iste

r of

Sub

stan

tial S

hare

hold

ers

of o

ur C

ompa

ny a

s at

the

LPD

and

ass

umin

g th

e pu

rcha

se b

y ou

r C

ompa

ny o

f our

Shar

es p

ursu

ant t

o th

e Pr

opos

ed S

hare

Buy

-Bac

k is

car

ried

out i

n fu

llon

the

basi

s th

at a

ll th

e Sh

ares

are

pur

chas

ed fr

om s

hare

hold

ers

othe

r tha

n th

esu

bsta

ntia

l sha

reho

lder

s of

our

Com

pany

, the

effe

ct o

f suc

h pu

rcha

se o

n th

e sh

areh

oldi

ngs

of th

e su

bsta

ntia

l sha

reho

lder

s of

our

Com

pany

are

as fo

llow

s:

As

at th

e LP

DA

fter t

he P

ropo

sed

Shar

e B

uy-B

ack

Dire

ctIn

dire

ctD

irect

Indi

rect

No.

of S

hare

s%

No.

of S

hare

s%

No.

of S

hare

s%

No.

of S

hare

s%

Ang

lo-O

rient

al (A

nnui

ties)

Sdn

Bhd

981,

341,

460

19.6

3-

-98

1,34

1,46

021

.81

--

MM

CC

orpo

ratio

n Be

rhad

897,

695,

630

17.9

5(1

) 981

,341

,460

19.6

389

7,69

5,63

019

.95

(1) 9

81,3

41,4

6021

.81

Em

ploy

ees

Pro

vide

nt F

und

Boa

rd58

4,71

4,93

311

.69

--

584,

714,

933

12.9

9-

-Le

mba

ga T

abun

g H

aji

509,

900,

700

10.2

0-

-50

9,90

0,70

011

.33

--

Kum

pula

n W

ang

Per

sara

an (D

iper

bada

nkan

)41

0,72

5,23

48.

21-

-41

0,72

5,23

49.

13-

-A

man

ah S

aham

Bum

iput

era

305,

946,

000

6.12

--

305,

946,

000

6.80

--

Sea

port

Term

inal

(Joh

ore)

Sdn

Bhd

--

(2) 1

,879

,037

,090

37.5

8-

-(2

) 1,8

79,0

37,0

9041

.76

Indr

a C

ita S

dn B

hd-

-(3

) 1,8

79,0

37,0

9037

.58

--

(3) 1

,879

,037

,090

41.7

6Ta

n S

ri D

ato’

Ser

i Sye

d M

okht

ar S

hah

bin

Sye

d N

or-

-(4

) 1,8

79,0

37,0

9037

.58

--

(4) 1

,879

,037

,090

41.7

6

Not

es:

(1)

Dee

med

inte

rest

ed b

y vi

rtue

of it

s sh

areh

oldi

ng in

Ang

lo-O

rient

al (A

nnui

ties)

Sdn

Bhd

pur

suan

t to

Sect

ion

8 of

the

Act.

(2

) D

eem

ed in

tere

sted

by

virtu

e of

its

shar

ehol

ding

in M

MC

Cor

pora

tion

Ber

had

purs

uant

to S

ectio

n 8

of th

e A

ct.

(3)

Dee

med

inte

rest

ed b

y vi

rtue

of it

s sh

areh

oldi

ng in

Sea

port

Term

inal

(Joh

ore)

Sdn

Bhd

purs

uant

to S

ectio

n 8

of th

e Ac

t.(4

) D

eem

ed in

tere

sted

by

virtu

e of

his

sha

reho

ldin

g in

Indr

a C

ita S

dn B

hdpu

rsua

nt to

Sec

tion

8 of

the

Act

.

8

9

5.7.

2 D

irect

ors

Base

d on

the

Reg

iste

r of

Dire

ctor

s’ S

hare

hold

ings

of o

ur C

ompa

ny a

s at

the

LPD

and

ass

umin

g th

e pu

rcha

se b

y ou

r C

ompa

ny o

f our

Sh

ares

pur

suan

t to

the

Prop

osed

Sha

re B

uy-B

ack

is c

arrie

d ou

t in

full

on th

e ba

sis

that

all

the

Shar

es a

re p

urch

ased

from

sha

reho

lder

s ot

her t

han

the

Dire

ctor

sof

our

Com

pany

, the

effe

ct o

f suc

h pu

rcha

se o

n th

e sh

areh

oldi

ngs

of o

urD

irect

ors

are

as fo

llow

s:

As

at th

e LP

DA

fter t

he P

ropo

sed

Shar

e B

uy-B

ack

Dire

ctIn

dire

ctD

irect

Indi

rect

No.

ofS

hare

s%

No.

OfS

hare

s%

No.

ofS

hare

s%

No.

ofS

hare

s%

Dat

ukH

j Has

ni B

in H

arun

-

--

--

--

-D

ato’

Sri

Che

Kha

lib B

in M

oham

ad N

oh42

0,00

00.

01-

-42

0,00

00.

01-

-C

indy

Tan

Ler

Chi

n-

--

--

--

-D

atuk

Ooi

Tei

k H

uat

420,

000

0.01

--

420,

000

0.01

--

Dat

o’ W

an K

amar

uzam

an B

in W

an A

hmad

--

--

--

--

Koh

ei H

irao

--

--

--

--

Dat

uk S

eri J

ohan

Bin

Abd

ulla

h-

--

--

--

-D

atuk

Idris

Bin

Abd

ulla

h39

2,10

00.

01-

-39

2,10

00.

01-

-D

atuk

Dr.

Sye

d M

uham

ad B

in S

yed

Abd

ul K

adir

150,

000

*-

-15

0,00

0*

--

Dat

uk R

ozim

i Bin

Rem

eli

--

--

--

--

Zalm

an B

in Is

mai

l-

--

--

--

-

Not

e:

* N

eglig

ible

.

9

10

6. HISTORICAL SHARE PRICES

The monthly high and low prices of our Shares as traded on Bursa Securities for the past 12 months from November 2016 to October 2017 are as follows:

High LowRM RM

2016November 1.560 1.340December 1.430 1.260

2017January 1.390 1.270February 1.320 1.140March 1.260 1.150April 1.300 1.200May 1.270 1.150June 1.180 1.040July 1.080 1.010August 1.160 0.995September 1.170 1.020October 1.070 0.995

Last transacted price of our Shares on Bursa Securities on 13 October 2017, being the last trading day immediately prior to the announcement of the Proposed Share Buy-Back

1.030

Last transacted price of our Shares on Bursa Securities prior to the date of this Circular

1.000

(Source: Bloomberg)

7. APPROVAL REQUIRED

The Proposed Share Buy-Back is subject to your approval at our forthcoming EGM.

The Proposed Share Buy-Back is not conditional upon any other proposal undertaken or to be undertaken by our Company.

8. INTERESTS OF OUR DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND/OR PERSONS CONNECTED TO THEM

Save for the consequential increase in the percentage of shareholdings and/or voting rights of the Directors and substantial shareholders of our Company as a result of the implementation of the Proposed Share Buy-Back, which will similarly affect our other shareholders, none of theDirectors and substantial shareholders of our Company and/or persons connected to them has any interest, direct or indirect, in the Proposed Share Buy-Back and the subsequent resale of treasury shares, if any, in the future.

10

11

9. DIRECTORS’ RECOMMENDATION

Our Board, having considered all aspects of the Proposed Share Buy-Back, is of the opinion that the Proposed Share Buy-Back is in the best interest of our Company and our shareholders. Accordingly, our Board recommends that you vote in favour of the resolution pertaining to the Proposed Share Buy-Back to be tabled at our forthcoming EGM.

10. EGM

The Notice of EGM is enclosed in this Circular. The EGM will be held at Mahkota Ballroom, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Tuesday,28 November 2017 at 2.30 p.m. or any adjournment thereof for the purpose of considering and if thought fit, passing with or without modification, the resolution to give effect to the Proposed Share Buy-Back.

If you are unable to attend and vote in person at our EGM, you are requested to complete and return the enclosed Proxy Form, in accordance with the instructions contained therein as soon as possible and in any event, so as to arrive at the office of Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time set for our forthcoming EGM. The lodging of the Proxy Form will not preclude you from attending and voting in person at our forthcoming EGM should you subsequently wish to do so.

11. FURTHER INFORMATION

You are advised to refer to the enclosed appendix for further information.

Yours faithfully for and on behalf of the Board ofMALAKOFF CORPORATION BERHAD

Datuk Hj Hasni Bin Harun Independent Non-Executive Chairman

11

APPENDIX I

FURTHER INFORMATION

12

1. RESPONSIBILITY STATEMENT

Our Board has seen and approved this Circular and they collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm that, after making all reasonable enquiries and to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this Circular false or misleading.

2. CONSENTS AND CONFLICT OF INTEREST

Maybank Investment Bank Berhad (“Maybank IB”), being our Principal Adviser for the Proposed Share Buy-Back, has given and has not subsequently withdrawn its written consent to the inclusion of its name and all references thereto in the form and context in which they appear in this Circular.

Maybank IB and its related and associated companies (“Maybank Group") form a diversified financial group and are engaged in a wide range of investment and commercial banking, brokerage, securities trading, assets and funds management and credit transaction services businesses. The Maybank Group has engaged and may in the future, engage in transactions with and perform services for our Group and/or any of our affiliates, in addition to the role set out in this Circular. In addition, in the ordinary course of business, any member of the Maybank Group may at any time offer or provide its services to or engage in any transaction (on its own account or otherwise) with any member of our Group, our shareholders, and/or our affiliates and/or any other entity or person, hold long or short positions in securities issued by our Company and/or our affiliates, and may trade or otherwise effect transactions for its own account or the account of its customers in debt or equity securities or senior loans of any member of our Group and/or our affiliates. This is a result of the businesses of the Maybank Group generally acting independently of each other, and accordingly, there may be situations where parts of the Maybank Group and/or its customers now have or in the future, may have interest or take actions that may conflict with the interest of our Group. Nonetheless, the Maybank Group is required to comply with the applicable laws and regulations issued by the relevant authorities governing its advisory business, which require, among others, segregation between dealing and advisory activities and Chinese wall between different business divisions.

As at the LPD, our Group has existing credit facilities with the Maybank Group. The said credit facilities have been extended by the Maybank Group in its ordinary course of business. Notwithstanding this, Maybank IB has confirmed that the aforesaid lending relationship would not give rise to a conflict of interest situation in its capacity as our Principal Adviser for the Proposed Share Buy-Back as:

(i) the extension of the credit facilities arose in the ordinary course of business of the Maybank Group;

(ii) the conduct of the Maybank Group in its banking business is strictly regulated by the Financial Services Act 2013, Islamic Financial Services Act 2013 and the Maybank Group’s own internal controls and checks; and

(iii) the total outstanding amount owed by our Group to the Maybank Group is not material when compared to the audited NA of the Maybank Group as at 31 December 2016 of RM68.5 billion.

Maybank IB has confirmed that it is not aware of any conflict of interest that exist or is likely to exist in its capacity as our Principal Adviser for the Proposed Share Buy-Back.

12

APPENDIX I

FURTHER INFORMATION (Cont’d)

13

3. MATERIAL CONTRACTS

Our Group has not entered into any material contracts that are not in our ordinary course of business during the 2 years preceding the LPD.

4. MATERIAL LITIGATION

As at the LPD, our Group is not involved in any material litigation, claims or arbitration, whether as plaintiff or defendant, and our Board is not aware of any proceedings, pending or threatened, against our Group or of any fact likely to give rise to any proceedings which may materially and adversely affect the financial or business position of our Group.

5. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at our registered office at Level 12, Block 4, Plaza Sentral, Jalan Stesen Sentral 5, 50470 Kuala Lumpur, Malaysia during normal business hours from 9.00 a.m. to 5.00 p.m. from Mondays to Fridays (except public holidays) from the date of this Circular up to and including the date of our forthcoming EGM:

(i) Constitution of our Company; and

(ii) audited consolidated financial statements of our Company for the past 2 FYEs 31December 2015 and 31 December 2016, respectively, as well as the latest unaudited financial statements of our Company for the FPE 30 June 2017.

(The rest of this page has been intentionally left blank)

13

MALAKOFF CORPORATION BERHAD (Company No. 731568-V ) (Incorporated in Malaysia)

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting (“EGM”) of Malakoff Corporation Berhad (“MCB” or “Company”) will be held at Mahkota Ballroom, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Tuesday, 28 November 2017 at 2.30 p.m. or any adjournment thereof for the purpose of considering and if thought fit, passing with or without modification, the following resolution:

ORDINARY RESOLUTION

PROPOSED SHARE BUY-BACK BY MCB TO PURCHASE ITS OWN SHARES OF UP TO 10% OF ITS ISSUED SHARE CAPITAL (“PROPOSED SHARE BUY-BACK”)

“THAT subject to provisions of the Companies Act 2016 (“Act”), the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and all prevailing laws, rules, regulations, orders, guidelines and requirements for the time being in force, approval and authority be and are hereby given to the Directors of the Company (“Directors”), to the extent permitted by law, to purchase such number of ordinary shares in the Company (“Shares”) as may be determined by the Directors from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit, necessary and expedient in the best interest of the Company, provided that:

(i) the maximum aggregate number of Shares purchased or held by the Company pursuant to this resolution shall not exceed 10% of the issued share capital of the Company at any point in time;

(ii) the maximum amount of funds to be allocated by the Company for the purpose of purchasing its Shares shall not exceed the amount of the retained profits of the Company at the time of purchase; and

(iii) the authority conferred by this resolution shall be effective immediately after the passing of this resolution and shall continue to be in force until:

(a) the conclusion of the next annual general meeting of the Company at which time the authority will lapse unless the authority is renewed by a resolution passed at that meeting, either conditionally or subject to conditions;

(b) the expiration of the period within which the next annual general meeting of the Company is required by law to be held; or

(c) the authority is revoked or varied by ordinary resolution passed by the shareholders of the Company at a general meeting of the Company,

whichever occurs first;

THAT the Directors be and are hereby authorised to deal with the Shares so purchased, at their discretion,in the following manner:

(i) cancel the Shares so purchased;

(ii) retain the Shares so purchased as treasury shares; or

(iii) retain part of the Shares so purchased as treasury shares and cancel the remainder of the Shares;

1


Registered OfficeLevel 12, Block 4, Plaza Sentral Jalan Stesen Sentral 5 50470, Kuala Lumpur Malaysia

13 November 2017

Board of Directors Datuk Hj Hasni Bin Harun (Independent Non-Executive Chairman)Dato’ Sri Che Khalib Bin Mohamad Noh (Non-Independent Non-Executive Director)Cindy Tan Ler Chin (Non-Independent Non-Executive Director) Datuk Ooi Teik Huat (Non-Independent Non-Executive Director) Dato’ Wan Kamaruzaman Bin Wan Ahmad (Non-Independent Non-Executive Director) Kohei Hirao (Non-Independent Non-Executive Director)Datuk Seri Johan Bin Abdullah (Non-Independent Non-Executive Director)Datuk Idris Bin Abdullah (Independent Non-Executive Director) Datuk Dr. Syed Muhamad Bin Syed Abdul Kadir (Independent Non-Executive Director) Datuk Rozimi Bin Remeli (Independent Non-Executive Director) Zalman Bin Ismail (Alternate to Dato’ Wan Kamaruzaman Bin Wan Ahmad)

To: Our shareholders

Dear Sir/Madam,

PROPOSED SHARE BUY-BACK

1. INTRODUCTION

On 16 October 2017, our Board announced our Company’s intention to seek your approval for the Proposed Share Buy-Back at an EGM to be convened.

The purpose of this Circular is to provide you with the details of the Proposed Share Buy-Back as well as to set out the recommendation of our Board and to seek your approval for the resolution pertaining to the Proposed Share Buy-Back to be tabled at our forthcoming EGM. The Notice of EGM together with the Proxy Form are enclosed in this Circular.

You are advised to read the contents of this Circular carefully before voting on the resolution pertaining to the Proposed Share Buy-Back to be tabled at our forthcoming EGM.

THAT where such Shares are held as treasury shares, the Directors be and are hereby authorised to deal with the treasury shares in their absolute discretion, in the following manner:

(i) distribute the Shares as dividends to shareholders, such dividends to be known as “shares dividends”;

(ii) resell the Shares or any of the Shares in accordance with the relevant rules of Bursa Securities;

(iii) transfer the Shares or any of the Shares for the purposes of or under an employees’ share scheme;

(iv) transfer the Shares or any of the Shares as purchase consideration;

(v) cancel the Shares or any of the Shares; or

(vi) sell, transfer or otherwise use the Shares for such other purposes as the Minister charged with the responsibilities for companies, currently the Minister of Domestic Trade, Co-operatives and Consumerism, Malaysia may by order prescribe;

AND THAT the Directors be and are hereby authorised and empowered to do all acts and things and to take all such steps as necessary or expedient (including opening and maintaining a Central Depository System account) and to enter into and execute, on behalf of the Company, any instrument, agreement and/or arrangement with any person, and with full power to assent to any condition, modification, variation and/or amendment as may be imposed by Bursa Securities or any relevant regulatory authority, and/or as may be required in the best interest of the Company and to take all such steps as the Directors may deem fit, necessary and expedient in the best interest of the Company in order to implement, finalise and give full effect to the purchase by the Company of its Shares.”

BY ORDER OF THE BOARD

YEOH SOO MEI (MAICSA 7032259) SHARIFAH ASHTURA JAMALULLAIL SYED OSMAN (LS0009113) Company Secretaries Kuala Lumpur, Malaysia

13 November 2017

Notes: 1. The Proxy Form, to be valid, must be deposited at the office of Symphony Share Registrars Sdn Bhd, Level 6, Symphony

House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

2. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies or attorney or other duly authorised representative to attend and vote at his stead. A member of the Company may appoint up to two (2) proxies to attend the same meeting. Where the member of the Company appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

3. In case of a corporation, the Proxy Form should be under its common seal or under the hand of an officer or attorney duly authorised on its behalf. A proxy need not be a member of the Company and a member may appoint any person to be his proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

4. In the case of joint holders, the signature of any one of them will suffice.

5. Where a member is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless it specifies the proportion of its shareholding to be represented by each proxy.

6. Only depositors whose names appear on the Record of Depositors as at 21 November 2017 shall be entitled to attend the EGM or appoint proxies to attend and/or vote on their behalf.

7. Unless voting instructions are indicated in the spaces provided in the Proxy Form, the proxy may vote as he/she thinks fit.

8. Registration of members/proxies attending the meeting will commence at 12.00 p.m. on the day of the meeting and shall remain open until the conclusion of the EGM or such a time as may be determined by the Chairman of the meeting. Members/proxies are required to produce identification documents for registration.

✄

PROXY FORMMALAKOFF CORPORATION BERHAD (731568-V)

No. of Ordinary Share(s) Held

CDS Account No.

I/We…………………………………………..………………………………NRIC/PassportNo:......................................................... (Full name in block letters)

of…………………………………………………………………………………………………………Tel No: …………..………………… (Address in full)

being a member/members of Malakoff Corporation Berhad (“MCB” or “Company”), hereby appoint:

Name/NRIC No. No. of Shares Percentage (%)

Proxy 1 and/or failing him/her

Proxy 2 or failing him/her,

the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Extraordinary General Meeting (“EGM”) of the Company to be held at Mahkota Ballroom, Hotel Istana Kuala Lumpur, 73 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia on Tuesday, 28 November 2017 at 2.30 p.m. or any adjournment thereof on the following resolution referred to in the notice of the EGM:

(Please indicate with an “X” in the space provided below on how you wish your votes are to be casted on the resolution specified in the notice of meeting. If you do not do so, the proxy/proxies will vote or abstain from voting on the resolution as he/they may think fit)

NO. ORDINARY RESOLUTION FOR AGAINST

1. Ordinary Resolution – Proposed share buy-back by MCB to purchase its own shares of up to 10% of its issued share capital

Signed this day of 2017Signature of member / Common Seal

Notes: 1. The Proxy Form, to be valid, must be deposited at the office of Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Pusat

Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

2. A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies or attorney or other duly authorised representative to attend and vote at his stead. A member of the Company may appoint up to two (2) proxies to attend the same meeting. Where the member of the Company appoints two (2) proxies, the appointment shall be invalid unless the member specifies the proportion of his shareholding to be represented by each proxy.

3. In case of a corporation, the Proxy Form should be under its common seal or under the hand of an officer or attorney duly authorised on its behalf. A proxy need not be a member of the Company and a member may appoint any person to be his proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

4. In the case of joint holders, the signature of any one of them will suffice.

5. Where a member is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless it specifies the proportion of its shareholding to be represented by each proxy.

6. Only depositors whose names appear on the Record of Depositors as at 21 November 2017 shall be entitled to attend the EGM or appoint proxies to attend and/or vote on their behalf.

7. Unless voting instructions are indicated in the spaces provided in the Proxy Form, the proxy may vote as he/she thinks fit.

8. Registration of members/proxies attending the meeting will commence at 12.00 p.m. on the day of the meeting and shall remain open until the conclusion of the EGM or such a time as may be determined by the Chairman of the meeting. Members/proxies are required to produce identification documents for registration.

AFFIXSTAMP

Fold this flap for sealing

Then fold here

1st fold here

Please fold here------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Malakoff Corporation Berhad Extraordinary General Meeting

STAMP

To:

SYMPHONY SHARE REGISTRARS SDN BHD Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Malaysia

Please fold here ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Please fold here------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Malakoff Corporation Berhad Extraordinary General Meeting

STAMP

To:

SYMPHONY SHARE REGISTRARS SDN BHD Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46 47301 Petaling Jaya Selangor Darul Ehsan Malaysia

Please fold here ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ADMINISTRATIVE DETAILS ADMINISTRATIVE DETAILS FOR THE EXTRAORDINARY GENERAL MEETING (“EGM”) OF MALAKOFF CORPORATION BERHAD (“MALAKOFF” OR THE “COMPANY”) TO BE HELD AT THE MAHKOTA BALLROOM, HOTEL ISTANA KUALA LUMPUR, 73, JALAN RAJA CHULAN, 50200 KUALA LUMPUR, MALAYSIA (“HOTEL”) ON TUESDAY, 28 NOVEMBER 2017 AT 2.30 P.M.

PARKING

Parking is available at the parking bays of the Hotel. Parking fee for those attending the EGM will be borne by Malakoff. The attendees of the EGM are advised to exchange their entry tickets with exit tickets at the designated counter outside the Ballroom.

REGISTRATION

• Registration will start at 12.00 p.m. and registration counters will remain open until the conclusion of the EGM or such time as may be determined by the Chairman of the meeting.

• Please read the signage placed around the Hotel to ascertain where you should register for the EGM and join the queue accordingly.

• Please produce your original Identity Card (IC) during the registration for verification and ensure that you collect your IC thereafter. No person will be allowed to register on behalf of another person even with the original IC of that person. An identification tag will be given after registration.

• No person will be allowed to enter the Ballroom without the identification tag.

REFRESHMENT

• Light refreshment will be served before the commencement of the EGM.

DOOR GIFT

• No door gift will be distributed at the EGM.

RECORD OF DEPOSITORS FOR ATTENDANCE AT THE EGM

Only depositors whose names appear on the Record of Depositors of the Company as at 21 November 2017 shall be entitled to attend the EGM or appoint proxies to attend and/or vote on their behalf.

VOTING PROCEDURE

All resolutions as set out in the Notice of the EGM of the Company will be put to vote by poll in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

The Company’s share registrars / poll administrator, Symphony Share Registrars Sdn Bhd, will assist to conduct the poll by way of electronic voting and the independent scrutineers will verify and validate the results of the poll at the EGM.

For proxy enquires, kindly contact Symphony Share Registrars Sdn Bhd.

malakoff corporation berhadir.chartnexus.com/malakoff/website_html/attachments/...malakoff...

Documents