| Subject | CIRCULAR TO SHAREHOLDERS IN RELATION TO
PART A
(I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 57,449,500 NEW ORDINARY SHARES OF RM0.10 EACH IN ES CERAMICS ("RIGHTS SHARE(S)") TOGETHER WITH UP TO 57,449,500 FREE DETACHABLE NEW WARRANTS ("WARRANT(S)") ON THE BASIS OF ONE (1) RIGHTS SHARE TOGETHER WITH ONE (1) WARRANT FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF RM0.10 EACH IN ES CERAMICS ("ES CERAMICS SHARES(S)" OR "SHARE(S)") HELD ON AN
ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED RIGHTS ISSUES WITH WARRANTS");
(II) PROPOSED BONUS ISSUE OF UP TO 57,449,500 NEW ES CERAMICS SHARES ("BONUS SHARE(S)") ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY ONE (1) RIGHTS SHARE SUBSCRIBED BY THE EXISTING SHAREHOLDERS OF ES CERAMICS AND/OR THEIR RENOUNCEES PURSUANT TO THE PROPOSED RIGHTS ISSUE WITH WARRANTS ("PROPOSED BONUS ISSUE");
(III) PROPOSED EXEMPTION SOUGHT BY DATO' KAMAL YP TAN FROM THE OBLIGATION TO EXTEND A TAKE-OVER OFFER FOR ALL THE REMAINING ES CERAMICS SHARES NOT ALREADY OWNED BY HIM PURSUANT TO PRACTICE NOTE 2.9.1 OF THE MALAYSIAN CODE ON TAKEOVERS AND MERGERS, 1998 IN RELATION TO THE PROPOSED RIGHTS ISSUE WITH WARRANTS AND PROPOSED BONUS ISSUE ("PROPOSED EXEMPTION"); AND
(IV) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL FROM RM10,000,000 COMPRISING 100,000,000 ES CERAMICS SHARES TO RM25,000,000 COMPRISING 250,000,000 ES CERAMICS SHARES.
(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")
PART B
INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF ES CERAMICS IN RELATION TO THE PROPOSED EXEMPTION |