Docstoc

NOTICE TO HOLDERS OF IRREDEEMABLE ChartNexus

Document Sample
NOTICE TO HOLDERS OF IRREDEEMABLE ChartNexus Powered By Docstoc
					THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, makes no representation as to
its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising or in
reliance upon the whole or any part of the contents of this Notice.




                                            TRC SYNERGY BERHAD
                                              (Company No. 413192-D)
                              (Incorporated in Malaysia under the Companies Act, 1965)

                                          NOTICE TO HOLDERS OF

         5% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2007/2012

                                                     (“ICULS”)

                                          (STOCK NAME : TRC-LA)

                                           (STOCK CODE : 5054LA)

                                             IN RELATION TO THE

                 LAST INTEREST PAYMENT AND THE MATURITY OF THE ICULS



IMPORTANT RELEVAN DATES:-

Last date and time for trading of the ICULS                    :        Wednesday, 4 January 2012 at 5.00 p.m

Date and time of suspension of trading of the ICULS            :        Thursday, 5 January 2012 at 9.00 a.m

Last date and time for conversion of the ICULS                 :        Friday, 20 January 2012 at 5.00 p.m

Date and Time for delisting of the ICULS                       :       Wednesday, 25 January 2012 at 9.00 a.m



         This Notice is dated 8th December 2011
DEFINITIONS

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

“Board”                          :       Board of Directors of TRC

“Bursa Depository”               :       Bursa Malaysia Depository Sdn Bhd

“Bursa Securities”               :       Bursa Malaysia Securities Berhad

“CDS”                            :       Central Depository System

“Conversion Price”               :       Conversion price of the ICULS of RM1.00 per TRC Stock Unit

“TRC” or “Company”               :       TRC Synergy Berhad

“TRC Stock Unit(s)”              :       Ordinary stock unit(s) of RM0.50 each in TRC

“ICULS(s)”                       :       5-Year 5% irredeemable convertible unsecured loan stocks

                                         2007/2012 at nominal value of RM1.00 each in TRC

“ICULS Holder(s)”                :       Holder(s) of the ICULS

“Market Day”                     :       A day on which Bursa Securities is open for trading of securities

“Maturity Date”                  :       20 January 2012

“Trust Deed”                     :       Trust Deed dated 15 November 2006 entered into between TRC
                                         and the Trustee constituting the ICULS

“Trustee”                        :       Pacific Trustees Berhad

“RM” and “sen”                   :       Ringgit Malaysia and sen respectively

“Share Registrar”                :       Mega Corporate Services Sdn Bhd




                                                      i
CONTENTS

                                                   PAGE

NOTICE TO ICULS HOLDERS

1. LAST INTEREST PAYMENT                             2

2. SUSPENSION OF TRADING AND LAST DAY OF TRADING     2

3. MANDATORY CONVERSION                              2

4. BOOK CLOSURE DATE                                2-3

5. DEPOSIT OF UNCLAIMED MONIES                       3

6. FORFEITURE OF UNCLAIMED MONIES                    3

7. CONTACT DETAILS FOR ENQUIRIES                      3

8. DIRECTORS’ RESPONSIBILITY STATEMENT               4




                                         ii
                                       TRC SYNERGY BERHAD
                                          (Company No. 413192-D)
                          (Incorporated in Malaysia under the Companies Act, 1965)


                                                                             Registered Office:

                                                                             TRC Business Centre
                                                                             Jalan Andaman Utama
                                                                             68000 Ampang
                                                                             Selangor
                                                                              th
                                                                             8 December 2011

Board of Directors
Dato’ Sri Sufri bin Hj Mohd Zin (Executive Chairman)
Dato’ Abdul Aziz bin Mohamad (Executive Director)
General (R) Tan Sri Mohd Shahrom Bin Dato’ Hj Nordin (Senior Independent Non-Executive Director)
Noor Zilan bin Mohamed Noor (Independent Non-Executive Director)
Abdul Rahman bin Ali (Independent Non-Executive Director)

To: The Holders of TRC Synergy Berhad

Dear Sir / Madam,

NOTICE TO ICULS HOLDERS OF LAST INTEREST PAYMENT AND THE MATURITY OF THE ICULS


NOTICE IS HEREBY GIVEN THAT pursuant to the conditions stipulated in the Trust Deed dated 15
November 2006 constituting the ICULS, the ICULS will mature at 5.00 p.m. on Friday, 20 January 2012.
As at 30 November 2011, the Company has 904,117 outstanding ICULS which have not been converted.

The ICULS are listed on Bursa Securities with the Stock Name TRC-LA and Stock Code 5054LA.

After the Maturity Date, the ICULS shall cease to bear interest and all outstanding ICULS shall be
automatically converted into new TRC Stock Units at the Conversion Price of RM1.00 for 2.88 new
TRC Stock Unit.

The new TRC Stock Units arising from the conversion of the ICULS which have been deposited into the
CDS account with Bursa Depository shall be directly credited into the CDS account of the ICULS Holders
and a notice of allotment stating the number of TRC Stock Units credited into the CDS account will be
issued to the ICULS Holders. No physical share certificates will be issued to these ICULS Holders.




                                                       1
The Company shall within eight (8) Market Days (or such other period as may be prescribed by Bursa
Securities) after the date of receipt of the notice of conversion or the Maturity Date:

(i) allot and issue the new TRC Stock Units arising from the conversion of ICULS;

(ii) despatch the notices of allotment to the allottees; and

(iii) make an application to Bursa Securities for the quotation of such new TRC Stock Units.

The new TRC Stock Units to be issued pursuant to the conversion of the ICULS will, upon allotment and
issue, rank pari passu in all respects with the then existing TRC Stock Units, except that the new TRC
Stock Units shall not be entitled to any dividends, rights, allotments and/or other distributions, the
entitlement date of which is on or before the date of allotment of the new TRC Stock Units arising from the
conversion of the ICULS.

Accordingly, the ICULS will be forthwith cancelled and removed from the Official List of Bursa
Securities with effect from 9.00 a.m. on Wednesday, 25 January 2012.

The ICULS Holders are advised to carefully read the procedures set out below:-

1.   LAST INTEREST PAYMENT

     The last interest payment of the ICULS at the rate of five per cent (5%) per annum for the period from
     21 January 2011 to 20 January 2012 will be paid on the Maturity Date to all ICULS Holders whose
     names appear in the Company’s Record of Depositors of ICULS as at the close of business at 5.00
     p.m. on Friday, 13 January 2012.


2.   SUSPENSION OF TRADING AND LAST DAY OF TRADING

     The trading of the ICULS on Bursa Securities will be suspended with effect from 9.00 a.m. on
     Thursday, 5 January 2012 until the Maturity Date. Hence the last day and time for trading of the
     ICULS will be 5.00 p.m. on Wednesday, 4 January 2012.


3.   MANDATORY CONVERSION

     (i)    The Company shall on the Maturity Date automatically convert all unconverted ICULS into new
            TRC Stock Units, each credited as fully paid, at the Conversion Price of Ringgit Malaysia One
            (RM1.00) for 2.88 new TRC Stock Unit; and

     (ii) The new TRC Stock Units will be credited into the ICULS Holders’ securities accounts appearing
          in the Company’s Record of Depositors on the Maturity Date. No share certificates will be issued
          to the ICULS Holder as a result of the mandatory conversion of the ICULS onto fully paid new
          TRC Stock Units on the Maturity Date.


4.   BOOK CLOSURE DATE

4.1 Registered holders of the deposited ICULS should note that apart from the provisions contained in
    the Trust Deed, the following provisions of Bursa Depository will apply to the ICULS:

     (i)      Bursa Depository will not accept any request for the transfer of ICULS for the period
              commencing from 4.00 p.m. on Friday, 13 January 2012 up to the Maturity Date; and

     (ii)    All deposited ICULS as at the Maturity Date will be debited from the respective depositor’s
             CDS account on Wednesday, 25 January 2012.


                                                        2
4.2 A depositor shall qualify for entitlement to the last interest payment on the ICULS only in respect of
    the following:

     (a) ICULS transferred into the depositor’s CDS account before 4.00 p.m. on Friday, 13 January 2012
         in respect of ordinary transfers; or
     (b) ICULS bought on Bursa Securities on a cum entitlement basis according to the rules of Bursa
         Securities.


5.   DEPOSIT OF UNCLAIMED MONIES

If any ICULS Holder fails to claim or accept any payment of interest due to him within twelve (12) months
after the due date for payment thereof, the Company shall be at liberty and shall at the request of the
Trustee, deposit an amount equal to such sums with a licensed commercial bank in Malaysia in the name
of the Trustee. Upon such deposit or payment being made, the Company shall be deemed to have been
paid off or satisfied the interest payment in accordance with the provisions of the Trust Deed.

As such, any claims made after 20 January 2012 should be directed to the Trustee at the following
address:

Pacific Trustees Berhad
               th
Unit A-11-7, 11 Floor,
Megan Phileo Promenade,
No. 189, Jalan Tun Razak, Off Persiaran Hampshire,
50400 Kuala Lumpur

Tel No.: 03 – 2166 8830
Fax No.: 03 – 2166 3830


6.   FORFEITURE OF UNCLAIMED MONIES

The Trustee shall deal with any unclaimed monies deposited or paid to it pursuant to Clause 13.1 of the
Trust Deed in accordance with the Unclaimed Moneys Act 1965. All unclaimed monies which have not
been claimed and paid within twelve (12) months from the date of lodgement of the entries in the register
with the Registrar of Unclaimed Moneys shall be paid within fourteen (14) days after the expiration of such
period of twelve (12) months by the Trustee to the Consolidated Trust Account and all liability of the
Trustee and the Company with respect to such monies shall thereupon cease.


7.   CONTACT DETAILS FOR ENQUIRIES

All enquiries concerning the above should be addressed to the Share Registrar at:

Mega Corporate Services Sdn Bhd
Level 15-2, Sheraton Imperial Court
Jalan Sultan Ismail, P.O Box 12337
50774 Kuala Lumpur

Tel No.: 03 – 2692 4271
Fax No.: 03 – 2732 5388




                                                        3
8.   DIRECTORS’ RESPONSIBILITY STATEMENT

This Notice has been seen and approved by the Board who collectively and individually accept full
responsibility for the accuracy of the information given herein and confirm that, after making all reasonable
enquiries and to the best of their knowledge and belief, there are no facts the omission of which would
make any statement herein misleading.


Yours faithfully
For and on behalf of the Board of Directors
TRC SYNERGY BERHAD




DATO’ ABDUL AZIZ BIN MOHAMAD
EXECUTIVE DIRECTOR




                                                        4

				
DOCUMENT INFO
Shared By:
Categories:
Tags:
Stats:
views:2
posted:11/3/2012
language:English
pages:7