General Announcement for PLC

06/05/2022

MULTIPLE PROPOSALS PARLO BERHAD ("PARLO" OR "COMPANY") (I) PROPOSED DIVERSIFICATION; (II) PROPOSED PRIVATE PLACEMENT; (III) PROPOSED SPECIAL ISSUE; (IV) PROPOSED FREE WARRANTS ISSUE; AND (V) PROPOSED ESOS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

PARLO BERHAD

Type Announcement
Subject MULTIPLE PROPOSALS
Description
PARLO BERHAD ("PARLO" OR "COMPANY")

(I) PROPOSED DIVERSIFICATION; 
(II) PROPOSED PRIVATE PLACEMENT;
(III) PROPOSED SPECIAL ISSUE;
(IV) PROPOSED FREE WARRANTS ISSUE; AND 
(V) PROPOSED ESOS 

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
We refer to the announcements dated 18 March 2022 and 25 March 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Board, TA Securities wishes to announce that Bursa Securities had, vide its letter dated 5 May 2022, resolved to approve the following:

(i) Admission to the Official List and listing and quotation of up to 301,034,835 Warrants to be issued pursuant to the Proposed Free Warrants Issue; and

(ii) Listing and quotation of:

 (a) Up to 131,049,900 new Parlo Shares to be issued pursuant to the Proposed Private Placement (“Placement Shares”);
 
 (b) Up to 34,186,600 new Parlo Shares to be issued pursuant to the Proposed Special Issue (“Special Issue Shares”);
 
  (c) Up to 301,034,835 new Parlo Shares to be issued arising from exercise of the Warrants (“Exercise Shares”); and

  (d) Such number of additional new ordinary shares in Parlo representing up to 30% of the total number of the issued shares in Parlo (excluding treasury shares, if any) to be issued pursuant to the exercise of the ESOS Options under the Proposed ESOS.

The approval granted by Bursa Securities for the Proposed Private Placement, Proposed Special Issue and Proposed Free Warrants Issue is subject to the following conditions:

(i) Parlo and TA Securities must fully comply with the relevant provisions under the ACE Market Listing Requirements ("ACE LR") pertaining to the implementation of the Proposed Private Placement, Proposed Special Issue and Proposed Free Warrants Issue.

(ii) Parlo and TA Securities to inform Bursa Securities upon the completion of the Proposed Private Placement, Proposed Special Issue and Proposed Free Warrants Issue.

(iii) Parlo to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Private Placement, Proposed Special Issue and Proposed Free Warrants Issue are completed.

(iv) Parlo to furnish Bursa Securities with a certified true copy of the resolutions passed by the shareholders in general meeting approving the Proposed Private Placement, Proposed Special Issue and Proposed Free Warrants Issue.

(v) Parlo to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of Warrants as at the end of each quarter together with a detailed computation of listing fees payable.

(vi) TA Securities to furnish Bursa Securities with details of the placees as per Rule 6.16 of the ACE LR for its review, prior to the issuance/allotment of the Placement Shares.

(vii) Parlo is required to do quarterly updates via Bursa LINK (simultaneous with the submission of Quarterly Report) on the following:

 (a) The status on each of the event, project or purpose for which the total proceeds raised from the Proposed Private Placement are utilized for, including but not limited to, the percentages of completion of projects/initiatives;
 
  (b) Where relevant, details on where the balance of proceeds raised is being placed (pending utilization). If it is parked with asset management company/ fund manager, to disclose the name of the asset management company/fund manager;

 (c) Quarterly updates via the Bursa LINK (simultaneously with the submission of Quarterly Reports) on the summary of placement shares issued and allotted as follows:
 
  (aa) Date of price fixing and issuance date of placement shares (each tranche);

  (bb) Quantity of placement shares issued and allotted;
 
  (cc) Issue price and basis in arriving at (each tranche); and
 
  (dd) Aggregate number of placement shares issued and allotted as at the end of each quarter.

The approval granted by Bursa Securities for the Proposed ESOS, is subject to the following conditions:

(i) TA Securities is required to submit a confirmation to Bursa Securities of full compliance of the Proposed ESOS pursuant to Rule 6.44 of the ACE LR and stating the effective date of implementation together with a certified true copy of the resolution passed by the shareholders in general meeting; and

(ii) Parlo is required to furnish Bursa Securities on a quarterly basis a summary of the total number of shares listed pursuant to the exercise of options, pursuant to the Proposed ESOS as at the end of each quarter together with a detailed computation of listing fees payable.

Parlo is required to ensure full compliance of all the requirements pertaining to the Proposed Private Placement, Proposed Special Issue, Proposed ESOS, Proposed Free Warrants Issue as provided under the ACE LR at all times.

In relation to the circular to the shareholders on the Proposals, Parlo is required to incorporate the comments made on the circular to shareholders.

This announcement is dated 6 May 2022.





Announcement Info

Company Name PARLO BERHAD
Stock Name PARLO
Date Announced 06 May 2022
Category General Announcement for PLC
Reference Number GA1-29042022-00046


Related Announcements for PARLO
Date Title
20/07/2022 OTHERS PARLO BERHAD ("PARLO" OR "THE COMPANY") DISPOSAL OF ENTIRE 100% EQUITY INTEREST BY PARLO TOURS SDN. BHD. ("PT"), A WHOLLY-OWNED SUBSIDIARY OF PARLO IN TETHERUS SERVICES SDN. BHD. (FORMERLY KNOWN AS PARLO GLOBAL MARKETING SDN. BHD.) ("PGM"), WHICH IN TURN IS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF PARLO ("DISPOSAL")
14/06/2022 OTHERS PARLO BERHAD ("PARLO" OR "THE COMPANY") - OFFER AND GRANT OF OPTIONS UNDER EMPLOYEES SHARE OPTION SCHEME
10/06/2022 MULTIPLE PROPOSALS PARLO BERHAD ("PARLO" OR "COMPANY") (I) PROPOSED DIVERSIFICATION; (II) PROPOSED PRIVATE PLACEMENT; (III) PROPOSED SPECIAL ISSUE; (IV) PROPOSED FREE WARRANTS ISSUE; AND (V) PROPOSED ESOS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
24/05/2022 PROVISION OF FINANCIAL ASSISTANCE
17/05/2022 OTHERS PARLO BERHAD ("PARLO" OR "COMPANY") - BUMIPUTERA EQUITY CONDITION
15/04/2022 OTHERS PARLO BERHAD ("PARLO" OR "THE COMPANY") - APPOINTMENT OF NEW EXTERNAL AUDITORS
07/04/2022 TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) : NON RELATED PARTY TRANSACTIONS DISPOSAL OF ENTIRE 100% EQUITY INTEREST BY PARLO TOURS SDN. BHD., A WHOLLY-OWNED SUBSIDIARY OF PARLO IN PARLO GLOBAL MARKETING SDN. BHD., WHICH IN TURN OF IS AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF PARLO ("DISPOSAL")
07/04/2022 OTHERS PARLO BERHAD ("PARLO" OR "COMPANY") - BUMIPUTERA EQUITY CONDITION
31/03/2022 OTHERS PARLO BERHAD ("PARLO" OR "THE COMPANY") - Resignation of Chief Operating Officer of the Company
25/03/2022 MULTIPLE PROPOSALS PARLO BERHAD ("PARLO" OR "COMPANY") (I) PROPOSED DIVERSIFICATION; (II) PROPOSED PRIVATE PLACEMENT; (III) PROPOSED SPECIAL ISSUE; (IV) PROPOSED FREE WARRANTS ISSUE; AND (V) PROPOSED ESOS (COLLECTIVELY REFERRED TO AS THE "PROPOSALS")