(Unless otherwise stated, all definitions and terms used herein shall have the same meanings as defined in the circular to shareholders of Eduspec dated 18 July 2019 in relation to, amongst others, the issuance of up to 600,000,000 new 2% cumulative redeemable convertible preference shares in Eduspec at the issue price of RM0.10 each to Advance Opportunities Fund (“Issuance of RCPS”))

On behalf of the Board, Mercury Securities wishes to announce that Eduspec and the RCPS Subscriber had on even date entered into a 3rd supplemental subscription agreement to amend, modify, substitute, vary and alter the terms, conditions and provisions of the subscription agreement dated 31 May 2019 entered into between Eduspec and the RCPS Subscriber in relation to the Issuance of RCPS (including any supplemental subscription agreements and letter agreements) (“Proposed Variation”).

Further to the above, the Company had also proposed to undertake the following:-

(i)         proposed amendments to the Constitution of the Company to facilitate the implementation of the Proposed Variation (“Proposed Amendments for RCPS Variation”); and

(ii)        proposed amendments to the Constitution of the Company to facilitate the implementation of the proposed granting of authority to the Board to issue and allot Eduspec Shares pursuant to Sections 75 and 76 of the Act of up to 20% of the total number of issued Shares (excluding treasury shares) (“Proposed 20% General Mandate”) (“Proposed Amendments for 20% General Mandate”),

(collectively, the “Proposed Amendments”).

Please refer to the attachment for further details of the Proposals.

This announcement is dated 2 December 2020.