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TRC SYNERGY BERHAD (Company No.413192-D)
(Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS IN RELATION TO:-
(I) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTING ORDINARY SHARE OF RM1.00 EACH HELD IN TRC SYNERGY BERHAD (“TRC”) (“SHARE(S)”) INTO TWO (2) ORDINARY SHARES OF RM0.50 EACH IN TRC (“SUBDIVIDED SHARES”) (“PROPOSED SHARE SPLIT”);
(II) PROPOSED BONUS ISSUE OF NEW ORDINARY SHARES OF RM0.50 EACH IN TRC (“BONUS SHARE(S)”) AFTER THE PROPOSED SHARE SPLIT ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FIVE (5) SUBDIVIDED SHARES HELD (“PROPOSED BONUS ISSUE OF SHARES”);
(III) PROPOSED BONUS ISSUE OF FREE WARRANTS IN TRC (“WARRANTS B”) AFTER THE
PROPOSED SHARE SPLIT AND PROPOSED BONUS ISSUE OF SHARES ON THE BASIS OF ONE (1) FREE WARRANT B FOR EVERY FIVE (5) SUBDIVIDED SHARES HELD (“PROPOSED BONUS ISSUE OF WARRANTS”); AND
(IV) PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TRC
(“PROPOSED AMENDMENT”).
(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser for the Proposals
KENANGA INVESTMENT BANK BERHADCompany Number 15678-H
KENANGA INVESTMENT BANK BERHADCompany Number 15678-H
The Notice convening the Extraordinary General Meeting (“EGM”) of TRC to be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on 29 June 2011, Wednesday at 11.00 a.m., or immediately after the conclusion of the Fourteenth (14th) Annual General Meeting of the Company (which will be held at the same venue and on the same day), whichever is later or at any adjournment thereof, is set out in this Circular. Shareholders are advised to refer to the Notice of EGM and the Form of Proxy enclosed herein. The completed Form of Proxy must be lodged at our Registered Office at TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor on or before the date and time indicated below. The lodging of the Form of Proxy will not preclude you from attending and voting in person, should you subsequently wish to do so.
Last date and time for lodging the Form of Proxy : 27 June 2011, Monday at 11.00 a.m.
Date and time of EGM : 29 June 2011, Wednesday at 11.00 a.m.
This Circular is dated 7 June 2011
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”) 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.
For the purpose of this Circular, except where the context otherwise requires, the following definitions shall apply throughout this Circular:- Additional Warrants A : Up to 51,252,786 additional Warrants A to be issued in accordance
with the Warrants A’s Deed Poll pursuant to the Proposed Share Split and Proposed Bonus Issue of Shares
AUD : Australian dollar
Board : The Board of Directors of TRC
Bonus Shares(s) : Up to 95,303,680 Subdivided Share(s) to be issued and credited as fully paid-up pursuant to the Proposed Bonus Issue of Shares
Bursa Depository : Bursa Malaysia Depository Sdn Bhd
Bursa Securities : Bursa Malaysia Securities Berhad
Central Depository Act : Securities Industry (Central Depositories) Act, 1991, as amended from time to time and any re-enactment thereof
Circular : This circular to the Shareholders dated 7 June 2011
Deed Poll : The deed poll to be executed by TRC to constitute the Warrants B and to govern the rights of the Holders
EGM : Extraordinary General Meeting
Entitlement Date : The entitlement date for the Proposed Share Split, Proposed Bonus Issue of Shares and Proposed Bonus Issue of Warrants, being the date on which Shareholders must be registered in the Record of Depositors at the close of business in order to be entitled to participate in the Proposals, to be determined by the Company at a later date after all relevant approvals for the Proposals are obtained
EPS : Earnings per share
ESOS Option(s) : The options granted pursuant to the employee share option scheme of the TRC Group which was implemented on 22 June 2004
Exercise Price : The exercise price of Warrants B of RM0.61
FYE : Financial year ended or financial year ending, as the case may be
Holder(s) : Holder(s) of the Warrants B
ICULS : 5% 5-year irredeemable convertible unsecured loan stocks in TRC, which was issued on 22 January 2007
DEFINITIONS
ii
DEFINITIONS (Cont’d)
KIBB : Kenanga Investment Bank Berhad
Latest Practicable Date : 26 May 2011, being the latest practicable date prior to the printing
and despatch of this Circular
Listing Requirements : Bursa Securities' Main Market Listing Requirements
M&A : The Company's Memorandum and Articles of Association
Market Day : A day on which the stock exchange of Bursa Securities is open for trading in securities
NA : Net assets
PAT : Profit after tax
PBT : Profit before tax
PE multiple : Price earning multiple
Proposals : Collectively, the Proposed Share Split, the Proposed Bonus Issue of Shares, the Proposed Bonus Issue of Warrants and the Proposed Amendment.
Proposed Amendment : Proposed amendment to the M&A to facilitate the Proposed Share Split and to accommodate the exercise of the Warrants pursuant to the Proposed Bonus Issue of Warrants
Proposed Bonus Issue of Shares
: Proposed bonus issue of the Subdivided Shares after the Proposed Share Split on the basis of one (1) Bonus Share for every five (5) Subdivided Shares held at the Entitlement Date
Proposed Bonus Issue of Warrants
: Proposed bonus issue of free Warrants B after the Proposed Share Split and Proposed Bonus Issue of Shares on the basis of one (1) free Warrant B for every five (5) Subdivided Shares held at the Entitlement Date
Proposed Share Split : Proposed share split involving the subdivision of every one (1) Share into two (2) Subdivided Shares on the Entitlement Date
Provisional Dividend : The provisional dividend to the shareholders of TRC in respect of FYE 31 December 2010 of 5 sen gross dividend per Share for 190,247,839 Shares which was announced on 11 May 2011
Record of Depositors : A record of shareholders provided by Bursa Depository to a listed issuer under Chapter 24 of the Rules of Bursa Depository
RM and sen : Ringgit Malaysia and sen, respectively
Rules of Bursa Depository : The meaning given in Section 2 of the Central Depository Act
Share(s) : The existing ordinary share(s) of RM1.00 each in TRC
iii
DEFINITIONS (Cont’d)
Shareholder(s) : The ordinary shareholders of TRC
Subdivided Share(s) : Ordinary share(s) of RM0.50 each in TRC, after the Proposed Share
Split
TRC or the Company : TRC Synergy Berhad
TRC Group : Collectively, TRC and its subsidiaries
VWAP : Volume weighted average market price
Warrant(s) A : The Company's existing Warrants 2007/2017, which was issued on 22 January 2007 and constituted by its deed poll dated 15 November 2006
Warrant(s) B : Up to 114,364,416 free Warrants B in TRC to be issued pursuant to the Proposed Bonus Issue of Warrants
In this Circular, words importing the singular shall, where applicable, include the plural and vice versa and words importing the masculine gender shall, where applicable, include the feminine and vice versa. Reference to persons shall, where applicable, include corporations. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
iv
TABLE OF CONTENTS
LETTER FROM THE BOARD TO THE SHAREHOLDERS OF TRC IN RELATION TO THE PROPOSALS PAGE 1. INTRODUCTION 1 2. THE PROPOSED SHARE SPLIT 3 3. THE PROPOSED BONUS ISSUE OF SHARES 4 4. THE PROPOSED BONUS ISSUE OF WARRANTS 6 5. THE PROPOSED AMENDMENT 10 6. SUSPENSION OF TRADING 10 7. ADJUSTMENTS TO THE ESOS OPTIONS, ICULS AND WARRANTS A 11 8. RATIONALE FOR THE PROPOSALS 13 9. FINANCIAL EFFECTS OF THE PROPOSALS 14 10. PROPOSALS / CORPORATE EXERCISES ANNOUNCED BUT NOT YET
COMPLETED 25
11. ESTIMATED TIME FRAME FOR COMPLETION 25 12. ESTIMATED EXPENSES FOR THE PROPOSALS 26 13. HISTORICAL SHARE PRICES 26 14. APPROVALS REQUIRED 26 15. INTER-CONDITIONALITY OF THE PROPOSALS 28 16. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 28 17. DIRECTORS’ RECOMMENDATION 28 18. EGM 28
19. FURTHER INFORMATION 29 APPENDICES APPENDIX I – FURTHER INFORMATION 30 APPENDIX II – LETTER FROM THE REPORTING ACCOUNTANTS,
MESSRS. ALJEFFRIDEAN, ON THE SUFFICIENCY OF THE COMPANY’S RESERVES IN RELATION TO THE PROPOSED BONUS ISSUE OF SHARES
33
NOTICE OF EXTRAORDINARY GENERAL MEETING ENCLOSED PROXY FORM ENCLOSED
v
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LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
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
7 June 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 Shareholders of TRC Synergy Berhad Dear Sir/Madam, TRC SYNERGY BERHAD (I) PROPOSED SHARE SPLIT;
(II) PROPOSED BONUS ISSUE OF SHARES;
(III) PROPOSED BONUS ISSUE OF WARRANTS; AND
(IV) PROPOSED AMENDMENT. 1. INTRODUCTION
On 12 May 2011, KIBB on behalf of the Board, had announced that the Company proposes to implement the following:- (i) A proposed share split involving the subdivision of every one (1) Share into two (2)
Subdivided Shares on the Entitlement Date; (ii) A proposed bonus issue of new ordinary share of RM0.50 each in TRC, after the
Proposed Share Split on the basis of one (1) Bonus Share for every five (5) Subdivided Shares held on the Entitlement Date;
(iii) A proposed bonus issue of free Warrants B on the basis of one (1) free Warrant B for
every five (5) Subdivided Shares held after the Proposed Share Split and the Proposed Bonus Issue of Shares on the Entitlement Date; and
1
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
2
(iv) A proposed amendment to the M&A to facilitate the Proposed Share Split and to accommodate the exercise of the Warrants B pursuant to the Proposed Bonus Issue of Warrants.
As at the Latest Practicable Date, the issued and paid-up share capital of the Company is RM190,941,079 comprising 190,941,079 Shares. The actual number of Subdivided Shares, Bonus Shares and Warrants B to be issued would depend on the issued and paid-up share capital of the Company as at the Entitlement Date, after taking into account the following:-
(i) any new Shares that may be issued pursuant to the exercise of ESOS Options
granted pursuant to the TRC Group’s employee share option scheme established on 22 June 2004.
As at the Latest Practicable Date, the total outstanding ESOS Options of the Company which are granted but remain unexercised is 9,570,000, all at an exercise price of RM1.23 per Share. The Company does not have any intention to grant further ESOS Options up to the Entitlement Date;
(ii) any new Shares that may be issued prior to the Entitlement Date pursuant to the
conversion of the Company’s ICULS.
As at Latest Practicable Date, a total of RM949,167 nominal value of ICULS remains unconverted, with a conversion ratio of 1.2 new Shares for every RM1.00 nominal value of ICULS; and
(iii) any new Shares that may be issued prior to the Entitlement Date pursuant to the
exercise of the Warrants A.
As at the Latest Practicable Date, the total outstanding Warrants A which remain unexercised is 36,609,120. Each Warrant A is exercisable into one (1) new Share at an exercise price of RM1.00.
For the purpose of this Circular, it is assumed that the Proposals are undertaken based on the Minimum Scenario and Maximum Scenario as at the Latest Practicable Date:- Maximum Scenario : Assuming that all of the outstanding ESOS Options, ICULS and
Warrants A are exercised / converted prior to the Entitlement Date.
Minimum Scenario : Assuming that none of the outstanding ESOS Options, ICULS and Warrants A are exercised / converted prior to the Entitlement Date.
Further details in connection with the Proposals are set out in the ensuing sections of this Circular. THE PURPOSE OF THIS CIRCULAR IS TO PROVIDE SHAREHOLDERS WITH INFORMATION ON THE PROPOSALS, AND TO SEEK SHAREHOLDERS’ APPROVAL FOR THE SPECIAL AND ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSALS TO BE TABLED AT THE FORTHCOMING EGM TO BE HELD AT INDAH BALLROOM, FLAMINGO HOTEL, 5, TASIK AMPANG, HULU KELANG, 68000 AMPANG, SELANGOR ON 29 JUNE 2011, WEDNESDAY AT 11.00 A.M., THE NOTICE OF WHICH IS ENCLOSED IN THIS CIRCULAR. THE SHAREHOLDERS ARE ADVISED TO READ AND CONSIDER CAREFULLY THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR BEFORE VOTING ON THE RESOLUTIONS PERTAINING TO THE PROPOSALS AT THE FORTHCOMING EGM.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
3
2. THE PROPOSED SHARE SPLIT
2.1 Details of the Proposed Share Split The Proposed Share Split entails the subdivision of every existing one (1) Share held by the Shareholders whose names appear in the Record of Depositors on the Entitlement Date, into two (2) Subdivided Shares. Based on the Minimum Scenario, the number of Subdivided Shares is 381,882,158 upon completion of the Proposed Share Split. On the other hand, based on the Maximum Scenario, the number of Subdivided Shares is 476,518,399 upon completion of the Proposed Share Split. Please refer to Section 9 of this Circular for further details. For illustrative purposes only, based on the closing market price of the Shares on the Latest Practicable Date of RM1.77, the theoretical ex-all price of the Subdivided Shares after the Proposed Share Split would be RM0.885 and is determined as follows:-
Par
value
Market price per
share
Total value
Assumed no. of ordinary shares held
(RM) (RM) (RM) As at Latest Practicable Date 100 1.00 1.77 177.00 Adjusted for the Proposed Share Split
200 0.50 0.885 177.00
Based on the foregoing, the Proposed Share Split is not expected to alter the value of the ordinary shares held by the shareholders of TRC. Additionally, the theoretical ex-all price of the Subdivided Shares based on the lowest closing market price of the Shares for the past three (3) months prior to the Latest Practicable Date after the Proposed Share Split of RM0.60 is above the minimum RM0.50 as stipulated by Paragraph 13.05(a) of the Listing Requirements.
2.2 Ranking of the Subdivided Shares
The Subdivided Shares shall, upon allotment and issue, rank pari passu in all respects with each other, save and except that they shall not be entitled to any dividends (including the Provisional Dividend), rights, allotments and/or other distributions, which may be declared, made or paid to Shareholders, the entitlement date of which precedes the date of allotment of the Subdivided Shares. Fractional entitlements of Subdivided Shares, if any, shall be dealt with in such manner as the Board shall in their absolute discretion think expedient and in the best interest of the Company.
2.3 Listing and Quotation of the Subdivided Shares
The Company had on 23 May 2011 submitted an application to Bursa Securities for the listing and quotation of the Subdivided Shares on Bursa Securities, amongst others. Upon obtaining all approvals, the Subdivided Shares will be listed and quoted on the Main Market of Bursa Securities on the next Market Day after the Entitlement Date. The notice of allotment for the Subdivided Shares will be issued and despatched to the entitled Shareholders no later than four (4) Market Days after the date of listing and quotation. The approval of Bursa Securities for the abovementioned application is pending as at the Latest Practicable Date.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
4
3. THE PROPOSED BONUS ISSUE OF SHARES
3.1 Basis and Number of Bonus Shares
The Proposed Bonus Issue of Shares involves the issuance of the Bonus Shares at the subdivided par value of RM0.50 each to be credited as fully paid-up, on the basis of one (1) Bonus Share for every five (5) Subdivided Shares held by entitled Shareholders after the Proposed Share Split on the Entitlement Date. Based on the Minimum Scenario and after taking into account the Proposed Share Split, the number of Bonus Shares to be issued is 76,376,432 pursuant to the Proposed Bonus Issue of Shares. On the other hand, based on the Maximum Scenario and after taking into account the Proposed Share Split, the number of Bonus Shares to be issued is up to 95,303,680 pursuant to the Proposed Bonus Issue of Shares. Please refer to Section 9 of this Circular for further details. The Proposed Bonus Issue of Shares is not intended to be implemented on a staggered basis and is expected to be implemented immediately after the Proposed Share Split.
3.2 Capitalisation of Reserves
The Proposed Bonus Issue of Shares shall be effected by way of capitalisation from:- (i) firstly, the Company’s available share premium created from the exercise of
the ESOS Options up to the Entitlement Date that is in excess of the expenses relating to the Proposals, estimated to be approximately RM300,000, further details of which are set of in Section 12 of this Circular, if any; and
(ii) secondly, from the Company’s retained earnings account. The available share premium as described in sub-paragraph (i) above is dependent upon the level of the ESOS Options exercised up to the Entitlement Date. It is the Company’s intention to initially offset the expenses relating to the Proposals against the share premium account before capitalising any available balance in the share premium under the Proposed Bonus Issue of Shares. For illustration purposes, under the Minimum Scenario, and as tabulated below, the Proposed Bonus Issue of Shares shall be effected by way of capitalisation solely from the Company’s retained earnings as the existing share premium is insufficient to fully offset the estimated expenses relating to the Proposals of RM300,000. In this scenario, any remaining balance of the Proposals’ expenses will be set-off against the Company’s retained earnings instead. Minimum Scenario
Share Premium
RM
Retained Earnings
RM Total RM
Unaudited as at 31 March 2011 168,590 11,979,274 12,147,864
Add: Receipt of dividends from a subsidiary (4)
- 45,000,000 45,000,000
Less: Net Provisional Dividend(7) - (7,146,768) (7,146,768)
Less: Amount to be capitalised for the Proposed Bonus Issue of Shares (1)
- (38,116,096) (38,116,096)
Balance after the Proposed Bonus Issue of Shares
168,590 11,716,410 11,885,000
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
5
For illustration purposes also, under the Maximum Scenario, and as tabulated below, in the event that the ESOS Options are fully exercised, the share premium created from such an exercise is expected to fully offset the estimated expenses relating to the Proposals with the excess available to be capitalised under the Proposed Bonus Issue of Shares. In this scenario, RM2,146,280 of share premium would be available for capitalisation against the issuance of the Bonus Shares while RM300,000 is offset against the expenses related to the Proposals.
Notes:- (1) Based on 76,232,192 Bonus Shares to be issued under the Minimum Scenario based
on the issued and paid-up share capital as at 31 March 2011.
(2) Assuming 9,903,000 outstanding ESOS Options as at 31 March 2011 are exercised at an exercise price of RM1.23 per Share. The exercise and/or conversion of the outstanding ICULS and Warrants A will not have any effect on the share premium of the Company.
(3) Based on 95,303,680 Bonus Shares to be issued under the Maximum Scenario.
(4) After incorporating dividends received amounting to RM45,000,000 from a subsidiary
of TRC. (5) After incorporating net provisional dividend of RM7,160,290 being 5% dividend (less
25% tax) on the paid-up share capital of 190,941,079 as at the Latest Practicable Date.
(6) On the enlarged issued and paid-up share capital after taking into account the full
exercise / conversion of all the outstanding ESOS Options, Warrants and ICULS as at the Latest Practicable Date.
(7) Being the gross Provisional Dividend of 5% (less 25% tax) on 190,580,479 Shares as
at 31 March 2011. In respect of the above, the reporting accountants for the Proposed Bonus Issue of Shares, Messrs. AljeffriDean has confirmed in their letter dated 7 June 2011, that based on the Company’s latest quarterly report for the three (3)-month ended 31 March 2011, the share premium account and retained earnings as at 31 March 2011 and after the receipt of dividends from a subsidiary to TRC amounting to RM45,000,000 on 29 April 2011, the reserves of the Company required for capitalisation of the Proposed Bonus Issue of Shares are adequate and unimpaired by losses on a consolidated basis. Therefore, the Company has complied with paragraph 6.30(1) of the Listing Requirements.
Maximum Scenario
Share Premium
RM
Retained Earnings
RM Total RM
Unaudited as at 31 March 2011 168,590 11,979,274 12,147,864
Add: Receipt of dividends from a subsidiary(4)
- 45,000,000 45,000,000
Less: Net Provisional Dividend(5) - (7,160,290) (7,160,290)
Less: Additional Net Provisional Dividend(6)
- (1,774,430) (1,774,430)
Add: Share premium arising from the full exercise of all outstanding ESOS Options(2)
2,277,690 - 2,277,690
Less: Amount to be capitalised for the Proposed Bonus Issue of Shares(3)
(2,146,280) (45,505,560) (47,651,840)
Balance after the Proposed Bonus Issue of Shares
300,000 2,538,994 2,838,994
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
6
3.3 Ranking of the Bonus Shares
The Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with each other and the Subdivided Shares, save and except that they shall not be entitled to any dividends (including the Provisional Dividend), rights, allotment and/or other distributions, which may be declared, made or paid to Shareholders, the entitlement date of which precedes the date of allotment of the Bonus Shares. Fractional entitlements of Bonus Shares, if any, shall be dealt with in such manner as the Board shall in their absolute discretion think expedient and in the best interest of the Company.
3.4 Listing and Quotation of Bonus Shares
The Company had on 23 May 2011 submitted an application to Bursa Securities for the listing and quotation of the Bonus Shares on Bursa Securities, amongst others. Upon obtaining all the approvals, the Bonus Shares will be listed and quoted on the Main Market of Bursa Securities on the next Market Day after the Entitlement Date. The notice of allotment will be issued and dispatched to the entitled Shareholders no later than four (4) Market Days after the date of listing and quotation. The approval of Bursa Securities for the abovementioned application is pending as at the Latest Practicable Date.
4. THE PROPOSED BONUS ISSUE OF WARRANTS
4.1 Basis and number of Warrants B to be issued
The Proposed Bonus Issue of Warrants will entail an issuance of free Warrants B on the basis of one (1) free Warrant B for every five (5) Subdivided Shares held by the Shareholders after the Proposed Share Split and the Proposed Bonus Issue of Shares and whose names appear in the Record of Depositors on the Entitlement Date. Based on the Minimum Scenario and after taking into account the Proposed Share Split and Proposed Bonus Issue of Shares, the total number of Warrants B to be issued is 91,651,718. On the other hand, based on the Maximum Scenario and after taking into account the Proposed Share Split and Proposed Bonus Issue of Shares, the number of Warrants B to be issued is up to 114,364,416. Please refer to Section 9 of this Circular for further details. The Proposed Bonus Issue of Warrants will not be implemented in stages over a period of time. Fractional entitlements arising from the Proposed Bonus Issue of Warrants, if any, shall be dealt with in such manner as the Board shall in their absolute discretion think expedient and in the best interest of the Company.
4.2 Ranking of the Warrants B
The Warrants B shall upon allotment and issue, rank pari passu in all respects with each other and the Holders will not be entitled to any voting rights in any general meeting of the Company or any other forms of distribution and/or offer of further securities in the Company unless otherwise resolved by the Shareholders or the Holders (or any of them) who become Shareholders by exercising their Warrants B. Further, the Warrants B is constituted under a different Deed Poll from the Warrants A and as such the Warrants A and Warrants B are of a different series of warrants.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
7
4.3 Ranking of the new ordinary shares of the Company arising from the exercise of
Warrants B
The new ordinary shares of the Company to be issued arising from the exercise of Warrants B will, upon allotment and issuance, rank pari passu in all respects with the then existing ordinary shares of the Company, save and except that they shall not be entitled to any dividends (including the Provisional Dividend), rights, allotments and/or other distributions, which may be declared, made or paid prior to their date of allotment.
4.4 Listing and quotation for Warrants B and the new ordinary shares of the Company arising from the exercise of Warrants B
The Company had on 23 May 2011 submitted an application for the admission of
Warrants B to the Official List of Bursa Securities as well as for the listing and quotation for Warrants B and the new ordinary shares of the Company to be allotted and issued arising from the exercise of Warrants B on the Main Market of Bursa Securities, amongst others.
The approval of Bursa Securities for the abovementioned application is pending as at the Latest Practicable Date.
4.5 Basis of determining the issue price and exercise price of the Warrants B Warrants B will be issued at no cost to the Shareholders. The exercise price of Warrants B has been fixed by the Board at RM0.61 each after
taking into account the following:- (i) the Exercise Price being a discount of RM0.07 or 10.29% as compared to the
closing price of the Shares (assuming after the implementation of the Proposed Share Split and the Proposed Bonus Issue of Shares) of RM0.68 on 11 May 2011, being the last Market Day prior to the date of the announcement of the Proposals on 12 May 2011 (the “Announcement”);
(ii) the Exercise Price being a discount of RM0.06 or 8.96% as compared to the
adjusted five (5)-day VWAP of the Shares (assuming implementation of the Proposed Share Split and the Proposed Bonus Issue of Shares) of RM0.67 up to 11 May 2011, being the last Market Day prior to the date of the Announcement;
(iii) the Exercise Price being a discount of RM0.05 or 7.58% as compared to the
adjusted thirty (30)-day VWAP of t he Shares (assuming implementation of the Proposed Share Split and the Proposed Bonus Issue of Shares) of RM0.66 up to 11 May 2011, being the last Market Day prior to the date of the Announcement;
(iv) the Exercise Price being a discount of RM0.04 or 6.15% as compared to the
adjusted sixty (60)-day VWAP of the Shares (assuming implementation of the Proposed Share Split and the Proposed Bonus Issue of Shares) of RM0.65 up to 11 May 2011, being the last Market Day prior to the date of the Announcement;
(v) the Exercise Price being a discount of RM0.03 or 4.69% as compared to the
adjusted ninety (90)-day VWAP of the Shares (assuming implementation of the Proposed Share Split and the Proposed Bonus Issue of Shares) of RM0.64 up to 11 May 2011, being the last Market Day prior to the date of the Announcement;
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
8
(vi) the Proposed Share Split; (vii) the Proposed Bonus Issue of Shares; and
(viii) the PE multiple of approximately 7.15 times, based on the audited basic
earnings per share of the Company of 8.53 sen for the FYE 31 December 2010.
The Board has determined the Exercise Price after taking into consideration amongst
others, the historical price movement of the Shares, the potential future earnings of the TRC Group and that Warrants B will be issued at no cost to the entitled Shareholders, and the financial effects of the exercise of Warrants B as set out in Section 9.3 and 9.4 of this Circular.
4.6 Utilisation of proceeds
The Proposed Bonus Issue of Warrants will not raise any funds for the Company as Warrants B will be issued at no cost to the entitled Shareholders. However, the exact quantum of proceeds that may be raised by the Company pursuant to the exercise of Warrants B would depend upon the actual number of Warrants B exercised. The proceeds arising from the exercise of Warrants B shall be utilised for the working capital purposes of the TRC Group, as and when Warrants B are exercised. The working capital amount will be used to fund the TRC Group’s day-to-day operations which may include pre-bidding expenses, project performance bonds, purchases, staff salaries, marketing and other operating expenses.
Taking into account the Minimum Scenario, the gross proceeds to be raised,
assuming all the 91,651,718 Warrants B are exercised, is RM55,907,548 whereas under the Maximum Scenario, the gross proceeds to be raised, assuming all the 114,364,416 Warrants B are exercised, is RM69,762,294.
4.7 Indicative salient terms of Warrants B Warrants B shall be issued in registered form and will be constituted by a Deed Poll to be entered into by the Company. A copy of the final draft of the Deed Poll to be entered into by the Company in connection with the Warrants B is available as a document for inspection. The indicative salient terms of Warrants B are set out as follows:- Terms
Details
Issue size : Up to 114,364,416 of free Warrants B
Form : Warrants B will be issued in registered form and constituted by a Deed Poll
Exercise rights : Each Warrant B carries the entitlement, at any time during the Exercise Period, to subscribe for one (1) new Subdivided Share at the Exercise Price, subject to adjustment in accordance with the provisions of the Deed Poll to be constituted
Exercise Period : Warrants B may be exercised at any time within five (5) years commencing on and including the date of issuance of the Warrants B. Warrants B not exercised during the Exercise Period will thereafter lapse and cease to be valid.
Exercise Price : RM0.61 per Warrant B, subject to the adjustments in accordance with the provisions of the Deed Poll to be constituted.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
9
Terms
Details
Board Lots : For the purpose of trading on the Bursa Securities, one (1) board lot of Warrants B shall comprise 100 Warrants B carrying the right to subscribe for 100 new Subdivided Shares at any time during the Exercise Period, or such denomination as determined by Bursa Securities.
Rights of the Holder(s)
: The Holders are not entitled to vote in any general meeting of the Company or participate in any distribution and/or offer of further securities to the ordinary shareholders in the Company unless and until the Holders become ordinary shareholders by exercising their respective Warrants B in accordance with the terms and conditions contained in the Deed Poll.
Deed Poll : Warrants B will be constituted by a Deed Poll to be executed by TRC.
Modifications and waiver
: Subject to the approval of any relevant authority, any modifications, amendments or additions to the Deed Poll must be:- (i) Effected by a deed poll; (ii) Executed by the Company and expressed to be
supplemental; and (iii) Comply with the requirements of the Deed Poll
The Company must notify the Holders of every modification, amendment or addition to the Deed Poll within 21 days in accordance with the Deed Poll or such other time period as may be prescribed by Bursa Securities or such other relevant authorities from time to time.
Rights of the Holders on winding up, compromise or arrangement of the Company
: In case of a winding up, compromise or arrangement of the Company, every Holder is entitled, within six (6) weeks from the last approval for the winding up, compromise or arrangement (as the case may be) to exercise his rights represented by Warrants B by payment of the Exercise Price within the said six (6) weeks and upon such exercise, shall be deemed and be treated as if he had immediately prior to the commencement of such winding up, compromise or arrangement (as the case may be) been the holder of new Subdivided Shares arising from the exercise of Warrants B.
Adjustment in the Exercise Price and/or the number of Warrants B
: The Exercise Price and/or the number of unexercised Warrants B shall be adjusted in the event of alteration to the share capital, capital distribution or issue of shares in accordance with the provisions of the Deed Poll.
Governing law : The Warrants B and the Deed Poll shall be governed by the laws of Malaysia.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
10
5. THE PROPOSED AMENDMENT
To accommodate the Proposed Share Split, the Company also proposes to amend the M&A as follows:- (i) proposed amendment to the M&A to facilitate the subdivision of the par value of the
existing ordinary shares of RM1.00 each in TRC to RM0.50 each; and (ii) alteration of the authorised share capital of TRC of RM500,000,000 comprising
500,000,000 TRC Shares into RM500,000,000 comprising 1,000,000,000 Subdivided Shares.
Based on the above, TRC proposed to amend Clause 5 of its Memorandum of Association and Clause 3 of its Articles of Association in the following manner:-
Existing Proposed Amendment Clause 5 of the Memorandum of Association The authorised capital of the Company is RM500,000,000 divided into 500,000,000 ordinary shares of RM1.00 each. The share capital of the Company may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
Clause 5 of the Memorandum of Association The authorised capital of the Company is RM500,000,000 only divided into 1,000,000,000 ordinary shares of RM0.50 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
Clause 3 of the Articles of Association The authorised capital of the Company is RM500,000,000 divided into 500,000,000 ordinary shares of RM1.00 each.
Clause 3 of the Articles of Association The authorised capital of the Company is RM500,000,000 divided into 1,000,000,000 ordinary shares of RM0.50 each.
The Proposed Amendment is conditional upon the completion of the Proposed Share Split and vice versa.
6. SUSPENSION OF TRADING
The Entitlement Date shall be determined and announced by the Company at a later date after all relevant approvals for the Proposals have been obtained. No suspension will be imposed on the trading of the Shares on Bursa Securities for the purpose of implementing the Proposed Share Split, the Proposed Bonus Issue of Shares and the Proposed Bonus Issue of Warrants. The Subdivided Shares, Bonus Shares and Additional Warrants A shall be listed and quoted on Bursa Securities on the next Market Day after the Entitlement Date. On the other hand, the admission, listing of and quotation of the Warrants B will take place two (2) market days upon the receipt of an application for quotation of the Warrants B by Bursa Securities.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
11
7. ADJUSTMENTS TO THE ESOS OPTIONS, ICULS AND WARRANTS A
In the event that any of the remaining ESOS Options, ICULS and Warrants A as set out in Section 1 of this Circular are not exercised / converted prior to the Entitlement Date, consequential adjustments will be made to the exercise price and/or exercise rights and/or conversion rights and/or number of the ESOS Options, ICULS and Warrants A, as a result of the Proposed Share Split and the Proposed Bonus Issue of Shares. Such adjustments will be made in accordance with the provisions of the ESOS Options’ By-Laws approved by the shareholders of TRC on 30 April 2004 (“By-Laws”), ICULS’ Trust Deed dated 15 November 2006 (“Trust Deed”) and Warrants A’s Deed Poll dated 15 November 2006 (“2006 Deed Poll”), as the case may be. The indicative adjustments to be made to the ESOS Options, ICULS and Warrants A are set out below. 7.1 ESOS Options
The indicative adjustments to the exercise rights and exercise price of the total 9,570,000 outstanding ESOS Options (computed in accordance with the provisions of the By-Laws and which has been confirmed by the Company’s auditors) as at the Latest Practicable Date are as follows:-
As at the Latest Practicable
Date Adjustments arising from the
Proposed Share Split (1) Adjustments arising from the Proposed Bonus Issue
of Shares (1)
Exercise Price RM
Exercise Rights for
each ESOS Option
Adjusted Exercise
Price RM
Adjusted Exercise
Rights for each ESOS
Option
Adjusted Exercise
Price RM
Adjusted Exercise
Rights for each ESOS
Option
1.23 1.00 0.62 2.00 0.52 2.40
Note:-
(1) The final adjustments can only be determined after the Entitlement Date. The adjustments relating to the ESOS Options will be effective from the day on which the Proposals become effective. A notice of the ESOS Options adjustments due to the Proposed Share Split and Proposed Bonus Issue of Shares shall be despatched to the ESOS Options holders within twenty one (21) days after the aforesaid adjustments to the ESOS Options become effective.
7.2 ICULS
The indicative adjustments to the conversion rights of the total outstanding ICULS with nominal value of RM949,167 (computed in accordance with the provisions of the Trust Deed and which has been confirmed by the Company’s auditors) as at the Latest Practicable Date are as follows:-
As at the Latest Practicable
Date Adjustments arising from the
Proposed Share Split Adjustments arising from the Proposed Bonus Issue
of Shares
Conversion Ratio for every RM1.00 nominal
value
Adjusted Conversion Ratio for every RM1.00 nominal
value
Adjusted Conversion Ratio for every RM1.00 nominal
value
1.20 2.40 2.88
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
12
The adjustments relating to the ICULS will be effective from the day on which the Proposals become effective. A notice of ICULS adjustments due to the Proposed Share Split and Proposed Bonus Issue of Shares shall be despatched to the ICULS holders within twenty eight (28) days of the issuance of the new Subdivided Shares.
7.3 Warrants A
The indicative adjustments to the number of Additional Warrants A to be issued and the adjusted exercise price of the total 36,609,120 outstanding Warrants A (computed in accordance with the provisions of the 2006 Deed Poll and which has been confirmed by the Company’s auditors) as at the Latest Practicable Date are as follows:-
As at the Latest Practicable Date
Adjustments arising from the Proposed Share Split (1)
Adjustments arising from the Proposed Bonus Issue of
Shares (1)
No. of outstanding Warrants A
Exercise Price (RM)
No. of Additional Warrants A
(1)
Adjusted Exercise Price (2)
RM
No. of Additional
Warrants A (1)
Adjusted Exercise Price (2)
RM
36,609,120 1.00 36,609,120 0.50 14,643,648 0.50
Notes:-
(1) The final adjustments can only be determined after the Entitlement Date. (2) Pursuant to the 2006 Deed Poll, no adjustment shall be made to the exercise price below the par
value of the shares for the time being. The adjustments relating to the Warrants A will be effective from the day on which the Proposals become effective. A notice of the Warrants A adjustments due to the Proposed Share Split and Proposed Bonus Issue of Shares shall be despatched to the Warrants A holders within twenty one (21) days after the aforesaid adjustments to the Warrants A become effective. The Company had on 23 May 2011, submitted an application to Bursa Securities for the listing of the Additional Warrants A and the new Subdivided Shares to be issued upon the exercise of the Additional Warrants A. The approval of Bursa Securities for the abovementioned application is pending as at the Latest Practicable Date.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
13
8. RATIONALE FOR THE PROPOSALS
8.1 The Proposed Share Split The Proposed Share Split is expected to adjust the market price of the Shares and will result in the Subdivided Shares being more affordable which will enable a wider spread of investors to participate in the growth of TRC. It is expected to also enhance the liquidity and marketability of the Shares listed on Bursa Securities. The Proposed Share Split will also enable the Shareholders to have a larger number of ordinary shares in the Company while maintaining their percentage of equity interest in the Company.
8.2 The Proposed Bonus Issue of Shares
Together with the Proposed Share Split, the Proposed Bonus Issue of Shares is intended to increase the capital base of the Company to a level which will better reflect the Company’s current scale of operation and the assets employed.
It is also expected to promote marketability and liquidity in the trading of Shares due to larger capital base whilst rewarding existing Shareholders for their continuous support by enabling them to have a greater participation in the equity of the Company in terms of the number of Shares held.
8.3 The Proposed Bonus Issue of Warrants
The Proposed Bonus Issue of Warrants rewards existing Shareholders by enabling the existing Shareholders to participate in a derivative of the Company without incurring any cost.
In addition, the Proposed Bonus Issue of Warrants is expected to provide the existing Shareholders an opportunity to increase their equity participation in the Company at a predetermined price during the tenure of the Warrants B which in turn allows the existing Shareholders to further participate in the future growth of the Company and any potential capital appreciation arising thereof as and when the Warrants B are exercised. Further, the Company’s capital base and market capitalisation is expected to be enhanced and strengthened through the Proposed Bonus Issue of Warrants as and when Warrants B are exercised during the tenure of Warrants B, and potentially provide additional working capital to TRC as and when Warrants B are exercised.
8.4 Proposed Amendment
The Proposed Amendment is proposed to be implemented in order to reflect the implementation of the Proposed Share Split.
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
14
9.
FIN
AN
CIA
L EF
FEC
TS O
F TH
E PR
OPO
SALS
9.1
Issu
ed a
nd P
aid-
up S
hare
Cap
ital
Th
e ef
fect
s of
the
Pro
pose
d S
hare
Spl
it, P
ropo
sed
Bon
us Is
sue
of S
hare
s an
d th
e ex
erci
se o
f War
rant
s B
on
the
issu
ed a
nd p
aid-
up s
hare
cap
ital o
f TR
C a
s at
the
Late
st P
ract
icab
le D
ate
unde
r the
Min
imum
Sce
nario
and
the
Max
imum
Sce
nario
are
set
out
bel
ow.
The
Pro
pose
d B
onus
Issu
e of
War
rant
s an
d th
e P
ropo
sed
Am
endm
ent w
ill n
ot h
ave
any
effe
ct o
n th
e is
sued
and
pai
d-up
sha
re c
apita
l of T
RC
. M
inim
um S
cena
rio
Par V
alue
R
M
No.
of s
hare
s
RM
Is
sued
and
pai
d-up
sha
re c
apita
l as
at th
e La
test
Pra
ctic
able
Dat
e 1.
00
190,
941,
079
190,
941,
079
To b
e is
sued
pur
suan
t to
the
Prop
osed
Sha
re S
plit
0.50
19
0,94
1,07
9 95
,470
,540
En
larg
ed is
sued
and
pai
d-up
sha
re c
apita
l afte
r the
Pro
pose
d Sh
are
Split
0.
50
381,
882,
158
190,
942,
579
To b
e is
sued
pur
suan
t to
the
Prop
osed
Bon
us Is
sue
of S
hare
s 0.
50
76,3
76,4
32
38,1
88,2
16
Enla
rged
issu
ed a
nd p
aid-
up s
hare
cap
ital a
fter t
he P
ropo
sed
Bon
us Is
sue
of S
hare
s 0.
50
458,
258,
590
229,
129,
295
Issu
ed a
nd p
aid-
up s
hare
cap
ital a
fter t
he P
ropo
sed
Bon
us Is
sue
of W
arra
nts
0.
50
458,
258,
590
229,
129,
295
Max
imum
num
ber o
f sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he o
utst
andi
ng E
SO
S O
ptio
ns(1
) 0.
50
22,9
68,0
00
11,4
84,0
00
Max
imum
num
ber o
f sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he re
mai
ning
ICU
LS(2
) 0.
50
2,73
3,60
1 1,
366,
800
Max
imum
num
ber o
f sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he re
mai
ning
War
rant
s A(3
) 0.
50
87,8
61,8
88
43,9
30,9
44
Max
imum
num
ber o
f sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he W
arra
nts
B
0.50
91
,651
,718
45
,825
,859
En
larg
ed is
sued
and
pai
d-up
sha
re c
apita
l 0.
50
663,
473,
797
331,
736,
898
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
15
Not
es:-
(1)
Ass
umin
g th
e is
suan
ce o
f 22,
968,
000
new
sha
res
upon
full
exer
cise
of 9
,570
,000
out
stan
ding
ES
OS
Opt
ions
as
at th
e La
test
Pra
ctic
able
Dat
e ba
sed
on th
e ad
just
men
t as
set o
ut
in S
ectio
n 7.
1 of
this
Circ
ular
. (2
) A
ssum
ing
the
issu
ance
of 2
,733
,601
new
sha
res
upon
full
exer
cise
of 9
49,1
67 re
mai
ning
ICU
LS a
s at
the
Late
st P
ract
icab
le D
ate
base
d on
the
adju
stm
ent a
s se
t out
in S
ectio
n 7.
2 of
this
Circ
ular
. (3
) A
ssum
ing
the
issu
ance
of 8
7,86
1,88
8 ne
w s
hare
s up
on fu
ll ex
erci
se o
f 36,
609,
120
rem
aini
ng W
arra
nts
A a
s at
the
Late
st P
ract
icab
le D
ate
base
d on
the
adju
stm
ent a
s se
t out
in
Sec
tion
7.3
of th
is C
ircul
ar.
M
axim
um S
cena
rio
Par V
alue
R
M
No.
of s
hare
s
RM
Is
sued
and
pai
d-up
sha
re c
apita
l as
at th
e La
test
Pra
ctic
able
Dat
e 1.
00
190,
941,
079
190,
941,
079
Max
imum
num
ber o
f Sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he o
utst
andi
ng E
SO
S O
ptio
ns(1
) 1.
00
9,57
0,00
0 9,
570,
000
Max
imum
num
ber o
f Sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he re
mai
ning
ICU
LS(2
) 1.
00
1,13
9,00
0 1,
139,
000
Max
imum
num
ber o
f Sha
res
to b
e is
sued
pur
suan
t to
the
full
exer
cise
of t
he re
mai
ning
War
rant
s A(3
) 1.
00
36,6
09,1
20
36,6
09,1
20
Enla
rged
issu
ed a
nd p
aid-
up s
hare
cap
ital
1.00
23
8,25
9,19
9 23
8,25
9,19
9
To
be
issu
ed p
ursu
ant t
o th
e Pr
opos
ed S
hare
Spl
it 0.
50
238,
259,
200
119,
129,
600
Enla
rged
Issu
ed a
nd p
aid-
up s
hare
cap
ital a
fter t
he P
ropo
sed
Shar
e Sp
lit
0.50
47
6,51
8,39
9 23
8,25
9,19
9
To
be
issu
ed p
ursu
ant t
o th
e Pr
opos
ed B
onus
Issu
e of
Sha
res
0.50
95
,303
,680
47
,651
,840
En
larg
ed Is
sued
and
pai
d-up
sha
re c
apita
l afte
r the
Pro
pose
d B
onus
Issu
e of
Sha
res
0.50
57
1,82
2,07
9 28
5,91
1,03
9
To
be
issu
ed p
ursu
ant t
o th
e ex
erci
se o
f W
arra
nts
B
0.50
11
4,36
4,41
6 57
,182
,208
En
larg
ed is
sued
and
pai
d-up
sha
re c
apita
l 0.
50
686,
186,
495
343,
093,
247
N
otes
:-
(1)
Ass
umin
g th
e is
suan
ce o
f 9,5
70,0
00 n
ew T
RC
Sha
res
upon
full
exer
cise
of 9
,570
,000
out
stan
ding
ES
OS
Opt
ions
as
at th
e La
test
Pra
ctic
able
Dat
e.
(2)
Ass
umin
g th
e is
suan
ce o
f 1,1
39,0
00 n
ew T
RC
Sha
res
upon
full
exer
cise
of 9
49,1
67 re
mai
ning
ICU
LS a
s at
the
Late
st P
ract
icab
le D
ate.
(3
) A
ssum
ing
the
issu
ance
of 3
6,60
9,12
0 ne
w T
RC
Sha
res
upon
full
exer
cise
of 3
6,60
9,12
0 re
mai
ning
War
rant
s A
as
at th
e La
test
Pra
ctic
able
Dat
e.
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
16
9.2
Subs
tant
ial S
hare
hold
ers’
Sha
reho
ldin
g
The
effe
cts
of th
e P
ropo
sed
Sha
re S
plit
and
Pro
pose
d B
onus
Issu
e of
Sha
res
on th
e su
bsta
ntia
l sha
reho
lder
s’ s
hare
hold
ings
in T
RC
as
at th
e La
test
P
ract
icab
le D
ate
unde
r the
Min
imum
Sce
nario
and
the
Max
imum
Sce
nario
are
set
out
bel
ow.
The
Pro
pose
d B
onus
Iss
ue o
f W
arra
nts
and
the
Pro
pose
d A
men
dmen
t w
ill n
ot h
ave
any
effe
ct o
n th
e su
bsta
ntia
l sha
reho
lder
s’ s
hare
hold
ings
in
TRC
. Ass
umin
g fu
ll ex
erci
se o
f the
War
rant
s B
, all
the
subs
tant
ial s
hare
hold
ers’
sha
reho
ldin
g pe
rcen
tage
in T
RC
is e
xpec
ted
to re
mai
n th
e sa
me.
M
inim
um S
cena
rio
P
rofo
rma
(I)
As
at t
he L
ates
t Pra
ctic
able
Dat
e (1
) Af
ter t
he P
ropo
sed
Shar
e Sp
lit
D
irect
In
dire
ct
Dire
ct
Indi
rect
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
Subs
tant
ial S
hare
hold
ers
TRC
Cap
ital S
dn B
hd
2
4,81
4,00
0 13
.00
-
-
4
9,62
8,00
0 13
.00
-
-
Kol
ektif
Am
an S
dn B
hd
2
4,38
4,00
0 12
.77
-
-
4
8,76
8,00
0 12
.77
-
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Leon
g K
am H
eng
1
8,89
8,01
8 9.
90
-
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3
7,79
6,03
6 9.
90
-
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Dat
o' S
ri S
ufri
bin
Hj M
ohd
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1
8,90
4,79
9 9.
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49
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25.7
7
37,
809,
598
9.90
98,3
96,0
00(2
) 25
.77
Lem
baga
Tab
ung
Haj
i
18,
687,
480
9.79
-
-
37,
374,
960
9.79
-
-
K
hoo
Tew
Cho
on
1
3,48
9,20
2 7.
06
-
-
2
6,97
8,40
4 7.
06
-
-
THE
RES
T O
F TH
IS P
AG
E H
AS
BEE
N IN
TEN
TIO
NA
LLY
LEFT
BLA
NK
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
17
Pr
ofor
ma
(II)
Prof
orm
a (II
I)
Af
ter P
rofo
rma
(I) a
nd th
e Pr
opos
ed B
onus
Is
sue
of S
hare
s Af
ter P
rofo
rma
(II) a
nd th
e Pr
opos
ed B
onus
Issu
e of
W
arra
nts
D
irect
In
dire
ct
Dire
ct
Indi
rect
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
Subs
tant
ial S
hare
hold
ers
TRC
Cap
ital S
dn B
hd
5
9,55
3,60
0 13
.00
-
-
59
,553
,600
13
.00
-
-
Kol
ektif
Am
an S
dn B
hd
5
8,52
1,60
0 12
.77
-
-
58
,521
,600
12
.77
-
-
Leon
g K
am H
eng
4
5,35
5,24
3 9.
90
-
-
45
,355
,243
9.
90
-
-
Dat
o' S
ri S
ufri
bin
Hj M
ohd
Zin
4
5,37
1,51
8 9.
90
118
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25.7
7
45,3
71,5
18
9.90
1
18,0
75,2
00(2
) 25
.77
Lem
baga
Tab
ung
Haj
i
44,
849,
952
9.79
-
-
44,8
49,9
52
9.79
-
-
K
hoo
Tew
Cho
on
3
2,37
4,08
5 7.
06
-
-
32
,374
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7.
06
-
-
Prof
orm
a (IV
) Pr
ofor
ma
(V)
A
fter P
rofo
rma
(III)
and
assu
min
g fu
ll ex
erci
se
of th
e ou
tsta
ndin
g ES
OS
Opt
ions
Af
ter P
rofo
rma
(IV) a
nd a
ssum
ing
full
conv
ersi
on o
f th
e IC
ULS
Dire
ct
Indi
rect
D
irect
In
dire
ct
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
Su
bsta
ntia
l Sha
reho
lder
s
TR
C C
apita
l Sdn
Bhd
59,
553,
600
12.3
8
-
-
59,
553,
600
12.3
1 -
- K
olek
tif A
man
Sdn
Bhd
58,
521,
600
12.1
6
-
-
58,
521,
600
12.0
9 -
- Le
ong
Kam
Hen
g
45,
355,
243
9.42
-
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45,
355,
243
9.37
-
- D
ato'
Sri
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ri bi
n H
j Moh
d Zi
n
47,
531,
518
9.88
1
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82
118
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24.4
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abun
g H
aji
4
4,84
9,95
2 9.
32
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4
4,84
9,95
2 9.
27
- -
Kho
o Te
w C
hoon
32,
374,
085
6.73
-
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32,
374,
085
6.69
-
-
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
18
Prof
orm
a (V
I) Pr
ofor
ma
(VII)
Af
ter P
rofo
rma
(V) a
nd a
ssum
ing
full
exer
cise
of
the
War
rant
s A
Af
ter P
rofo
rma
(VI)
and
assu
min
g fu
ll ex
erci
se o
f th
e W
arra
nts
B
D
irect
In
dire
ct
Dire
ct
Indi
rect
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
Su
bsta
ntia
l Sha
reho
lder
s
TR
C C
apita
l Sdn
Bhd
59
,553
,600
10
.41
-
-
71
,464
,320
10
.77
-
-
Kol
ektif
Am
an S
dn B
hd
76,0
32,0
00
13.3
0
-
-
87,7
36,3
20
13.2
2
-
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Le
ong
Kam
Hen
g
52
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9.
15
-
-
61
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9.
25
-
-
Dat
o' S
ri S
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59,6
45,7
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68
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24.0
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aji
44,8
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53,8
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K
hoo
Tew
Cho
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32,3
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85
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38,8
48,9
02
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-
-
Not
es:
(1)
Afte
r adj
ustin
g fo
r the
act
ual e
xerc
ise
and
conv
ersi
on o
f 621
,000
ES
OS
Opt
ions
and
RM
60,2
00 n
omin
al v
alue
of I
CU
LS re
spec
tivel
y in
to n
ew T
RC
Sha
res
from
1 J
anua
ry 2
011
up to
the
Late
st P
ract
icab
le D
ate.
(2
) D
eem
ed in
tere
sted
by
virtu
e of
his
sha
reho
ldin
gs in
TR
C C
apita
l Sdn
Bhd
and
Kol
ektif
Am
an S
dn B
hd.
THE
RES
T O
F TH
IS P
AG
E H
AS
BEE
N IN
TEN
TIO
NA
LLY
LEFT
BLA
NK
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
19
M
axim
um S
cena
rio
Pr
ofor
ma
(I)
A
s at
the
Late
st P
ract
icab
le D
ate
(1)
Afte
r ful
l exe
rcis
e of
the
ESO
S O
ptio
ns, t
he
ICU
LS a
nd th
e W
arra
nts
A
Dire
ct
Indi
rect
D
irect
In
dire
ct
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
Su
bsta
ntia
l Sha
reho
lder
s
TR
C C
apita
l Sdn
Bhd
24,
814,
000
13
.00
-
-
24
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,000
10
.41
-
-
Kol
ektif
Am
an S
dn B
hd
2
4,38
4,00
0
12.7
7
-
-
31,6
80,0
00
13.3
0
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-
Le
ong
Kam
Hen
g
18,
898,
018
9.
90
-
-
18
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7.
93
-
-
Dat
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ri S
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1
8,90
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9
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24
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23.7
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aji
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9.79
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18,6
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on
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3,48
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2
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13,4
89,2
02
5.66
-
-
Prof
orm
a (II
) Pr
ofor
ma
(III)
Af
ter P
rofo
rma
(I) a
nd th
e Pr
opos
ed S
hare
Spl
it Af
ter P
rofo
rma
(II) a
nd th
e Pr
opos
ed B
onus
Is
sue
of S
hare
s
Dire
ct
Indi
rect
D
irect
In
dire
ct
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
Su
bsta
ntia
l Sha
reho
lder
s
TR
C C
apita
l Sdn
Bhd
49,6
28,0
00
10.4
1
-
-
59,5
53,6
00
10.4
1
-
-
K
olek
tif A
man
Sdn
Bhd
63,3
60,0
00
13.3
0
-
-
76,0
32,0
00
13.3
0
-
-
Le
ong
Kam
Hen
g
37,7
96,0
36
7.93
-
-
45,3
55,2
43
7.93
-
-
D
ato'
Sri
Suf
ri bi
n H
j Moh
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49,7
04,7
96
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88,0
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59
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10
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135
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23.7
1 Le
mba
ga T
abun
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aji
37
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7.
84
-
-
44
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7.
84
-
-
Kho
o Te
w C
hoon
26,9
78,4
04
5.66
-
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32,3
74,0
85
5.66
-
-
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
20
Pr
ofor
ma
(IV)
Prof
orm
a (V
)
Af
ter P
rofo
rma
(III)
and
the
Prop
osed
Bon
us Is
sue
of W
arra
nts
Afte
r Pro
form
a (IV
) and
ass
umin
g fu
ll ex
erci
se
of th
e W
arra
nts
B
D
irect
In
dire
ct
Dire
ct
Indi
rect
No.
of S
hare
s %
N
o. o
f Sha
res
%
No.
of S
hare
s %
N
o. o
f Sha
res
%
Subs
tant
ial S
hare
hold
ers
TRC
Cap
ital S
dn B
hd
59
,553
,600
10
.41
-
-
71
,464
,320
10
.41
-
-
Kol
ektif
Am
an S
dn B
hd
76
,032
,000
13
.30
-
-
91
,238
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13
.30
-
-
Leon
g K
am H
eng
45
,355
,243
7.
93
-
-
54
,426
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7.
93
-
-
Dat
o' S
ri S
ufri
bin
Hj M
ohd
Zin
59
,645
,755
10
.43
135
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,600
(2)
23.7
1
71,5
74,9
06
10.4
3 16
2,70
2,72
0(2)
23.7
1 Le
mba
ga T
abun
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aji
44
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7.
84
-
-
53
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7.
84
-
-
Kho
o Te
w C
hoon
32,3
74,0
85
5.66
-
-
38,8
48,9
02
5.66
-
-
Not
es:
(1)
Afte
r adj
ustin
g fo
r the
act
ual e
xerc
ise
and
conv
ersi
on o
f 621
,000
ES
OS
Opt
ions
and
RM
60,2
00 n
omin
al v
alue
of I
CU
LS re
spec
tivel
y in
to n
ew T
RC
Sha
res
from
1 J
anua
ry 2
011
up to
the
Late
st P
ract
icab
le D
ate.
(2
) D
eem
ed in
tere
sted
by
virtu
e of
his
sha
reho
ldin
gs in
TR
C C
apita
l Sdn
Bhd
and
Kol
ektif
Am
an S
dn B
hd.
THE
RES
T O
F TH
IS P
AG
E H
AS
BEE
N IN
TEN
TIO
NA
LLY
LEFT
BLA
NK
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
21
9.3
NA
and
Gea
ring
The
effe
cts
of th
e P
ropo
sed
Sha
re S
plit,
Pro
pose
d B
onus
Issu
e of
Sha
res
and
the
exer
cise
of W
arra
nts
B o
n th
e co
nsol
idat
ed N
A a
nd g
earin
g of
TR
C a
s at
31
Dec
embe
r 201
0 ba
sed
on th
e la
test
aud
ited
cons
olid
ated
fina
ncia
l sta
tem
ents
of T
RC
und
er th
e M
inim
um S
cena
rio a
nd th
e M
axim
um
Sce
nario
are
set
out
bel
ow.
The
Pro
pose
d B
onus
Issu
e of
War
rant
s an
d th
e P
ropo
sed
Am
endm
ent w
ill n
ot h
ave
any
effe
ct o
n th
e co
nsol
idat
ed N
A a
nd g
earin
g of
TR
C.
Min
imum
Sce
nario
Prof
orm
a (I)
Pr
ofor
ma
(II)
Prof
orm
a (II
I) Pr
ofor
ma
(IV)
A
udite
d as
at
31.1
2.20
10
As a
t Lat
est
Prac
ticab
le D
ate (a)
Afte
r Pro
form
a (I)
an
d Pr
opos
ed S
hare
Sp
lit
Afte
r Pro
form
a (II
) an
d Pr
opos
ed
Bon
us Is
sue
of
Shar
es
Afte
r Pro
form
a (II
I) an
d Pr
opos
ed
Bon
us Is
sue
of
War
rant
s
Con
solid
ated
bas
is
RM
R
M
RM
R
M
RM
Sh
are
capi
tal
190,
247,
839
190,
941,
079
190,
941,
079
229,
129,
295
229,
129,
295
Shar
e pr
emiu
m
102,
350
245,
180
245,
180
245,
180
-(b)
ICU
LS –
equ
ity c
ompo
nent
86
2,31
7 80
1,23
4 80
1,23
4 80
1,23
4 80
1,23
4 O
ther
rese
rves
1,
519,
454
1,51
9,45
4 1,
519,
454
1,51
9,45
4 1,
519,
454
Ret
aine
d ea
rnin
gs
105,
503,
517
105,
479,
170
105,
479,
170
67,2
90,9
54
67,2
36,1
34
Shar
ehol
ders
fund
s/N
A 29
8,23
5,47
7 29
8,98
6,11
7 29
8,98
6,11
7 29
8,98
6,11
7 29
8,68
6,11
7
N
o of
Sha
res
19
0,24
7,83
9 19
0,94
1,07
9 38
1,88
2,15
8 45
8,25
8,59
0 45
8,25
8,59
0 N
o. o
f War
rant
s A
in is
sue
36,6
09,1
20
36,6
09,1
20
73,2
18,2
40(c
) 87
,861
,888
(c)
87,8
61,8
88
No.
of W
arra
nts
B in
issu
e -
- -
- 91
,651
,718
N
o. o
f out
stan
ding
ESO
S O
ptio
ns
10,1
91,0
00
9,57
0,00
0 9,
570,
000
9,57
0,00
0 9,
570,
000
No.
of I
CU
LS
1,00
9,36
7 94
9,16
7 94
9,16
7 94
9,16
7 94
9,16
7
N
A pe
r sha
re (R
M)
1.57
1.
57
0.78
0.
65
0.65
IC
ULS
– li
abilit
y co
mpo
nent
13
,512
3,
381
3,38
1 3,
381
3,38
1 Bo
rrow
ings
36
6,51
9 36
6,51
9 36
6,51
9 36
6,51
9 36
6,51
9 To
tal b
orro
win
gs (R
M)
380,
031
396,
900
396,
900
396,
900
396,
900
Gea
ring
(tim
es)
0.00
1 0.
001
0.00
1 0.
001
0.00
1
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
22
Prof
orm
a (V
) Pr
ofor
ma
(VI)
Prof
orm
a (V
II)
Prof
orm
a (V
III)
Afte
r Pro
form
a (IV
) an
d as
sum
ing
full
exer
cise
of t
he
outs
tand
ing
ESO
S O
ptio
ns
Afte
r Pro
form
a (V
) an
d as
sum
ing
full
conv
ersi
on o
f the
IC
ULS
Afte
r Pro
form
a (V
I) an
d as
sum
ing
full
exer
cise
of
War
rant
s A
Afte
r Pro
form
a (V
II)
and
assu
min
g fu
ll ex
erci
se o
f W
arra
nts
B
Con
solid
ated
bas
is
RM
R
M
RM
R
M
Sh
are
capi
tal
240,
613,
295
241,
980,
095
285,
911,
039
331,
736,
898
Shar
e pr
emiu
m
459,
360
459,
360
459,
360
10,5
41,0
49
ICU
LS –
equ
ity c
ompo
nent
80
1,23
4 -
- -
Oth
er re
serv
es
1,51
9,45
4 1,
519,
454
1,51
9,45
4 1,
519,
454
Ret
aine
d ea
rnin
gs
67,2
36,1
34
66,6
87,3
53
66,6
87,3
53
66,6
87,3
53
Shar
ehol
ders
fund
s/N
A 31
0,62
9,47
7 31
0,64
6,26
2 35
4,57
7,20
6 41
0,48
4,75
4
No
of S
hare
s
481,
226,
590
483,
960,
191
571,
822,
079
663,
473,
797
No.
of W
arra
nts
A in
issu
e 87
,861
,888
87
,861
,888
-
- N
o. o
f War
rant
s B
in is
sue
91,6
51,7
18
91,6
51,7
18
91,6
51,7
18
- N
o. o
f out
stan
ding
ES
OS
Opt
ions
-
- -
- N
o. o
f IC
ULS
94
9,16
7 -
- -
N
A pe
r sha
re (R
M)
0.65
0.
64
0.62
0.
62
IC
ULS
– li
abilit
y co
mpo
nent
3,
381
- -
- Bo
rrow
ings
36
6,51
9 36
6,51
9 36
6,51
9 36
6,51
9 To
tal b
orro
win
gs (R
M)
369,
900
366,
519
366,
519
366,
519
G
earin
g (ti
mes
) 0.
001
0.00
1 0.
001
0.00
1
N
otes
:- (a
) Af
ter a
djus
ting
for t
he a
ctua
l exe
rcis
e an
d co
nver
sion
of 6
21,0
00 E
SOS
Opt
ions
and
RM
60,2
00 n
omin
al v
alue
of I
CU
LS re
spec
tivel
y in
to n
ew T
RC
Sha
res
from
1
Janu
ary
2011
up
to th
e La
test
Pra
ctic
able
Dat
e.
(b)
The
estim
ated
exp
ense
s re
latin
g to
the
Pro
posa
ls o
f RM
300,
000
are
fully
set
-off
agai
nst t
he s
hare
pre
miu
m re
serv
e an
d an
y re
mai
ning
bal
ance
will
be s
et-o
ff ag
ains
t the
reta
ined
ear
ning
s.
(c)
Afte
r adj
ustm
ents
to th
e nu
mbe
r of A
dditi
onal
War
rant
s A
in a
ccor
danc
e w
ith th
e pr
ovis
ions
of t
he 2
006
Dee
d P
oll.
Det
ails
on
the
adju
stm
ent o
f War
rant
s A
ar
e se
t out
in S
ectio
n 7.
3 of
this
Circ
ular
.
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
23
Max
imum
Sce
nario
Pr
ofor
ma
(I)
Prof
orm
a (II
) Pr
ofor
ma
(III)
Prof
orm
a (IV
)
A
udite
d as
at
31.1
2.20
10
Late
st P
ract
icab
le
Dat
e(a)
Afte
r Pro
form
a (I)
an
d as
sum
ing
full
exer
cise
of t
he
outs
tand
ing
ESO
S O
ptio
ns (b
)
Afte
r Pro
form
a (II
) an
d as
sum
ing
full
conv
ersi
on o
f IC
ULS
(c)
Afte
r Pro
form
a (II
I) an
d as
sum
ing
full
exer
cise
of
War
rant
s A
(d)
Con
solid
ated
bas
is
RM
R
M
RM
R
M
RM
Sh
are
capi
tal
190,
247,
839
190,
941,
079
200,
511,
079
201,
650,
079
238,
259,
199
Shar
e pr
emiu
m
102,
350
245,
180
2,44
6,28
0 2,
446,
280
2,44
6,28
0 IC
ULS
– e
quity
com
pone
nt
862,
317
801,
234
801,
234
- -
Oth
er re
serv
es
1,51
9,45
4 1,
519,
454
1,51
9,45
4 1,
519,
454
1,51
9,45
4 R
etai
ned
earn
ings
10
5,50
3,51
7 10
5,47
9,17
0 10
5,47
9,17
0 10
5,15
8,18
9 10
5,15
8,18
9 Sh
areh
olde
rs fu
nds/
NA
298,
235,
477
298,
986,
117
310,
757,
217
310,
777,
002
347,
383,
122
No
of s
hare
s 19
0,24
7,83
9 19
0,94
1,07
9 20
0,51
1,07
9 20
1,65
0,07
9 23
8,25
9,19
9 N
o. o
f War
rant
s A
in is
sue
36,6
09,1
20
36,6
09,1
20
36,6
09,1
20
36,6
09,1
20
- N
o. o
f War
rant
s B
in is
sue
- -
- -
- N
o. o
f out
stan
ding
ES
OS
Opt
ions
10
,191
,000
9,
570,
000
- -
- N
o. o
f IC
ULS
1,
009,
367
949,
167
949,
167
- -
NA
per s
hare
(RM
) 1.
57
1.57
1.
55
1.54
1.
46
ICU
LS –
liab
ility
com
pone
nt
13,5
12
3,38
1 3,
381
- -
Borro
win
gs
366,
519
366,
519
366,
519
366,
519
366,
519
Tota
l bor
row
ings
(RM
) 38
0,03
1 36
9,90
0 36
9,90
0 36
6,51
9 36
6,51
9
G
earin
g (ti
mes
) 0.
001
0.00
1 0.
001
0.00
1 0.
001
LETT
ER F
RO
M T
HE
BO
AR
D T
O S
HA
REH
OLD
ERS
IN R
ELA
TIO
N T
O T
HE
PRO
POSA
LS (C
ont’d
)
24
Prof
orm
a (V
) Pr
ofor
ma
(VI)
Prof
orm
a (V
II)
Prof
orm
a (V
III)
Afte
r Pro
form
a (IV
) and
Pr
opos
ed S
hare
Sp
lit
Afte
r Pro
form
a (V
) an
d Pr
opos
ed
Bon
us Is
sue
of
Shar
es
Afte
r Pro
form
a (V
I) an
d Pr
opos
ed
Bon
us Is
sue
of
War
rant
s
Afte
r Pro
form
a (V
II)
and
assu
min
g fu
ll ex
erci
se o
f W
arra
nts
B
Con
solid
ated
bas
is
RM
R
M
RM
R
M
Sh
are
capi
tal
238,
259,
199
285,
911,
039
285,
911,
039
343,
093,
247
Shar
e pr
emiu
m
2,44
6,28
0 30
0,00
0(e)
-(f)
12,5
80,0
86
ICU
LS –
equ
ity c
ompo
nent
-
- -
- O
ther
rese
rves
1,
519,
454
1,51
9,45
4 1,
519,
454
1,51
9,45
4 R
etai
ned
earn
ings
10
5,15
8,18
9 59
,652
,629
59
,652
,629
59
,652
,629
Sh
areh
olde
rs fu
nds/
NA
347,
383,
122
347,
383,
122
347,
083,
122
416,
845,
416
N
o of
sha
res
476,
518,
399
571,
822,
079
571,
822,
079
686,
186,
495
No.
of W
arra
nts
A in
issu
e -
- -
- N
o. o
f War
rant
s B
in is
sue
- -
114,
364,
416
- N
o. o
f out
stan
ding
ES
OS
Opt
ions
-
- -
- N
o. o
f IC
ULS
-
- -
-
NA
per s
hare
(RM
) 0.
73
0.61
0.
61
0.61
ICU
LS –
liab
ility
com
pone
nt
- -
- -
Borro
win
gs
366,
519
366,
519
366,
519
366,
519
Tota
l bor
row
ings
(RM
) 36
6,51
9 36
6,51
9 36
6,51
9 36
6,51
9
Gea
ring
(tim
es)
0.00
1 0.
001
0.00
1 0.
001
Not
es:-
(a)
Afte
r ad
just
ing
for
the
actu
al e
xerc
ise
and
conv
ersi
on o
f 62
1,00
0 ES
OS
Opt
ions
and
RM
60,2
00 n
omin
al v
alue
of
ICU
LS r
espe
ctiv
ely
into
new
TR
C S
hare
s be
twee
n 1
Janu
ary
2011
and
up
to th
e La
test
Pra
ctic
able
Dat
e.
(b)
Ass
umin
g al
l of t
he 9
,570
,000
out
stan
ding
ES
OS
Opt
ions
are
exe
rcis
ed a
t an
exer
cise
pric
e of
RM
1.23
per
Sha
re.
(c)
Ass
umin
g al
l of t
he 9
49,1
67 IC
ULS
are
con
verte
d ba
sed
on th
e co
nver
sion
ratio
of 1
ICU
LS fo
r 1.2
Sha
res.
(d
) A
ssum
ing
all o
f the
36,
609,
120
War
rant
s A
are
exe
rcis
ed a
t the
pric
e of
RM
1.00
per
Sha
re.
(e)
The
Pro
pose
d B
onus
Issu
e of
Sha
res
is to
be
effe
cted
by
way
of c
apita
lisat
ion
from
the
shar
e pr
emiu
m a
nd re
tain
ed e
arni
ngs
acco
unt a
s se
t out
in S
ectio
n 3.
2 of
this
Circ
ular
. (f)
Th
e es
timat
ed e
xpen
ses
rela
ting
to th
e P
ropo
sals
of R
M30
0,00
0 ar
e fu
lly s
et-o
ff ag
ains
t the
sha
re p
rem
ium
rese
rve.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
25
9.4 Earnings The Proposals are not expected to have any material effect on the consolidated earnings of the TRC Group for the FYE 31 December 2011. However, the earnings per share will be adjusted correspondingly as a result of the increase in the number of ordinary shares-in-issue pursuant to the Proposed Share Split, Proposed Bonus Issue of Shares and the exercise of Warrants B. For illustration purposes only, based on the audited consolidated profit after taxation attributable to ordinary shareholders of TRC for the FYE 31 December 2010 of RM16,191,656 and the issued and paid-up share capital of TRC of 190,941,079 Shares as at the Latest Practicable Date, the Company’s consolidated basic earnings per share of 8.48 sen is expected to be reduced to 2.44 sen and 2.36 sen based on the Minimum Scenario and Maximum Scenario respectively, as a result of the Proposals, inclusive of the full exercise of Warrants B.
9.5 Convertible Securities The By-Laws, Trust Deed and 2006 Deed Poll will govern any necessary adjustment to the outstanding ESOS Options, ICULS and Warrants A arising from the Proposals. Pursuant thereto, the exercise price and/or exercise rights and/or conversion rights and/or number of the ESOS Options, ICULS and Warrants A shall be adjusted accordingly. Any adjustments arising from the Proposals will be effective from the day on which the Proposals become effective. Written notice(s) to holders of the respective ESOS Options, ICULS and Warrants A explaining the mechanism of the adjustments to the securities arising from the Proposals will be issued by the Company within the stipulated timeframe after the aforesaid adjustments have become effective. Save for the ESOS Options, ICULS and Warrants A, the Company does not have any other convertible securities in issue.
10. PROPOSALS / CORPORATE EXERCISES ANNOUNCED BUT NOT YET COMPLETED
Save for the Proposals, there is no other proposal announced but pending implementation prior to the printing of this Circular.
11. ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to the approvals of the relevant authorities being obtained, the Proposals are expected to be completed by the third (3rd) quarter of 2011. The tentative timetable for the Proposed Share Split, Proposed Bonus Issue of Shares and Proposed Bonus Issue of Warrants is set out below:-
Event Proposed Date Notice of Entitlement Date Early July 2011 Entitlement Date Mid July 2011 Listing and quotation of Subdivided Shares, Bonus Shares, Warrants B and Additional Warrants A
Mid July 2011
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
26
The timetable above is tentative and is subject to changes which may be necessary to facilitate implementation procedures. Any delay in an event will result in a delay of subsequent events.
12. ESTIMATED EXPENSES FOR THE PROPOSALS
The estimated expenses of the Proposals are RM300,000, comprising professional fees, fees to authorities, printing and distribution costs, and other miscellaneous expenses.
13. HISTORICAL SHARE PRICES The monthly highest and lowest closing share prices of TRC as traded on Bursa Securities for
the past twelve (12) months preceding the Latest Practicable Date, are as follows:-
Month High (RM) Low (RM) 2010 May (1) 1.01 0.98 June 1.15 0.97 July 1.10 1.00 August 1.06 1.00 September 1.07 1.02 October 1.49 1.04 November 1.49 1.33 December 1.43 1.35 2011 January 1.69 1.36 February 1.54 1.29 March 1.69 1.19 April 1.65 1.51 May (2) 1.84 1.58
(Source: Bloomberg) Notes:- (1) For the period from 26 May 2010 to 31 May 2010. (2) For the period from 1 May 2011 to the Latest Practicable Date. The last transacted price of TRC on Bursa Securities immediately before the Announcement was RM1.62. The last transacted price of TRC on Bursa Securities on the Latest Practicable Date was RM1.77.
14. APPROVALS REQUIRED 14.1 The Proposed Share Split
The Proposed Share Split is subject to the following approvals being obtained:-
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
27
(i) Bursa Securities for the Proposed Share Split, which is pending as at the Latest Practicable Date;
(ii) Bursa Securities for its approval-in-principle for the listing of and quotation
for the Subdivided Shares on the Main Market of Bursa Securities, which is pending as at the Latest Practicable Date;
(iii) shareholders of TRC at an EGM to be convened; and
(iv) any other relevant authorities/parties.
14.2 The Proposed Bonus Issue of Shares
The Proposed Bonus Issue of Shares is subject to the following approvals being obtained:- (i) Bursa Securities for its approval-in-principle for the listing of and quotation for
the Bonus Shares on the Main Market of Bursa Securities, which is pending as at the Latest Practicable Date;
(ii) shareholders of TRC at an EGM to be convened; and (iii) any other relevant authorities/parties.
14.3 The Proposed Bonus Issue of Warrants
The Proposed Bonus Issue of Warrants is subject to the following approvals:- (i) Bursa Securities, for the following:-
(a) the admission of Warrants B to the Official List of Bursa Securities,
which is pending as at the Latest Practicable Date; and (b) the listing of and quotation for Warrants B and the new Subdivided
Shares to be issued arising from the exercise of Warrants B, on the Main Market of Bursa Securities, which is pending as at the Latest Practicable Date;
(ii) Controller of Foreign Exchange (via Bank Negara Malaysia) for the allotment
and issuance of Warrants B to the non-resident shareholders of TRC, which is pending as at the Latest Practicable Date;
(iii) the shareholders of TRC at an EGM to be convened; and
(iv) any other relevant authority/ parties.
14.4 The Proposed Amendment
Proposed Amendment is subject to the following approvals being obtained:-
(i) shareholders of TRC at an EGM to be convened; and (ii) any other relevant authorities/parties.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
28
15. INTER-CONDITIONALITY OF THE PROPOSALS
The completion of the Proposed Share Split and the Proposed Amendment is inter-conditional upon each other. The completion of the Proposed Bonus Issue of Shares is conditional upon the completion of the Proposed Share Split and Proposed Amendment. The completion of the Proposed Bonus Issue of Warrants is conditional upon the completion of the Proposed Share Split, Proposed Bonus Issue of Shares and the Proposed Amendment. On the other hand, the completion of the Proposed Share Split and the Proposed Amendment is not conditional upon the Proposed Bonus Issue of Shares and/or the Proposed Bonus Issue of Warrants. Save for the above, the completion of the Proposals is not conditional upon any other corporate proposals of the Company.
16. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Save for their respective entitlements under the Proposed Share Split, the Proposed Bonus Issue of Shares and the Proposed Bonus Issue of Warrants as shareholders of TRC, none of the directors, major shareholders of TRC and/or person(s) connected to them have any interest, directly or indirectly, in the Proposals.
17. DIRECTORS' RECOMMENDATION The Board, having considered all aspects of the Proposals and after careful deliberation, is of
the opinion that the Proposals are in the best interest of the Company in light of the rationale for the Proposals and effects of the Proposals, details of which are set out in Sections 8 and 9 of this Circular respectively.
Accordingly, the Board recommends that you vote in favour of the special and ordinary
resolutions pertaining to the Proposals to be tabled at the forthcoming EGM. 18. EGM An EGM, the Notice of which is enclosed with this Circular, will be held at Indah Ballroom,
Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on 29 June 2011, Wednesday at 11.00 a.m. or immediately after the conclusion or adjournment (as the case may be) of the Fourteenth (14th) Annual General Meeting of the Company (which will be held at the same venue and on the same day), whichever is the later or at the any adjournment thereof, for the purpose of considering and, if thought fit, passing the special and ordinary resolutions so as to give effect to the Proposals.
If you are unable to attend and vote in person at the EGM, you may complete and return the
enclosed Proxy Form in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Registered Office of the Company not less than forty-eight (48) hours before the time stipulated for the EGM or any adjournment thereof. The lodging of the Proxy Form does not preclude you from attending and voting in person should you subsequently decide to do so.
LETTER FROM THE BOARD TO SHAREHOLDERS IN RELATION TO THE PROPOSALS (Cont’d)
29
19. FURTHER INFORMATION Shareholders are requested to refer to Appendix I and II for further information. Yours faithfully For and on behalf of the Board TRC SYNERGY BERHAD DATO’ ABDUL AZIZ BIN MOHAMAD Executive Director
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
APPENDIX I – FURTHER INFORMATION
30
1. RESPONSIBILITY STATEMENT
This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy, correctness and completeness of the information given herein and confirm that after making all reasonable enquiries to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. Where information in this Circular has been extracted from published reports or other publicly available sources, it is the sole responsibility of the Board to ensure that such information has been accurately and correctly extracted and reproduced from these sources.
2. CONSENTS AND NON-CONFLICT DECLARATION
2.1 Consents
(i) KIBB, the Adviser to the Company for the Proposals, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its name and all references thereon in the form and context in which they appear.
(ii) Messrs. AljeffriDean, the reporting accountants to the Company for the
Proposed Bonus Issue of Shares, has given and has not subsequently withdrawn its written consent to the inclusion in this Circular of its confirmation letter on the sufficiency of reserves dated 7 June 2011, its name and all references thereon in the form and context in which they appear.
2.2 Conflict of Interest
(i) KIBB has confirmed that no conflict of interests exists or is likely to exist in their capacity as the Adviser to the Company for the Proposals.
(ii) Messrs. AljeffriDean has confirmed that no conflict of interests exists or is likely
to exist in their capacity as the Reporting Accountants to the Company for the Proposed Bonus Issue of Shares.
3. MATERIAL LITIGATION, CLAIMS OR ARBITRATION
Save as disclosed below, as at the Latest Practicable Date, the Board has confirmed that the TRC Group is not engaged in any litigation, claims or arbitration, either as plaintiff or defendant, which may have a material effect on the financial position of the TRC Group and the Board has no knowledge of any proceedings, pending or threatened, against the TRC Group or of any fact which is likely to give rise to any proceeding which may materially and adversely affect the business or financial position of the TRC Group:- (i) Arbitration between TRC and Carmichael Asia Sdn Bhd
On 18 August 2008, TRC entered into an contract with Carmichael Sdn Bhd (“Carmichael”) whereby the Company employed Carmichael for the manufacture / procurement of two (2) units of fire-fighting engines (“Fire Fighting Units”) for the Sultan Mahmud Airport situated in Kuala Terengganu (the “Agreement”). Carmichael was to deliver the Fire Fighting Units by 1 January 2009. However; they were only able to supply one (1) Fire Fighting Unit. This has caused the Company to source and obtain supply from another supplier, CME Edaran Sdn Bhd, at a higher cost.
APPENDIX I – FURTHER INFORMATION (Cont’d)
31
The Company is claiming an amount of RM2,209,335.05 from Carmichael for breach of contract due to Carmichael’s failure to deliver the remaining Fire Fighting Unit within the prescribed date, resulting in the Company incurring additional cost for engaging another supplier. Carmichael is disputing the amount and both parties have agreed to proceed with the matter by way of arbitration as provided for in clause 25 of the contract.
A Notice of Arbitration dated 10 November 2010 was issued to the Kuala Lumpur Regional Centre for Arbitration by both parties stating their intention to proceed with an arbitration process and an arbitrator, Philip Koh Tong Ngee, was appointed on 28 March 2011.
(ii) Calling for the Performance Bond from Al-Hidayah Investment Bank (Labuan) Limited
On 7 July 2006, TRC entered into a contract with Syarikat Elektrik RBA Sdn Bhd (the “Sub-Contractor”) whereby the Sub-Contractor was to design, construct, install, test, commission and maintain the Kompleks Penjara Baru Bentong in Pahang Darul Makmur (the “Contract”). The Sub-Contractor has provided the Company with a performance bond dated 7 July 2006 from Al-Hidayah Investment Bank (Labuan) Limited (the “Bank”) (“Performance Bond”) whereby the Bank will pay the Company an amount of RM2,321,850.00 if the Sub-Contractor is unable to perform the contract. Due to the non-performance of the contract on the part of the Sub-Contractor, the Company has called on the Performance Bond of an amount of RM2,321,850.00. The Bank disputes liability.
The Company is now finalising the account with the Government of Malaysia before a formal / final demand is made against the Bank.
In view that the Sub-Contractor has performed a substantive portion of the contract, the final amount from the Performance Bond is likely to be substantially lower.
4. MATERIAL COMMITMENT AND MATERIAL CONTINGENT LIABILITIES
Save as disclosed below, TRC does not have any material commitments and/or material contingent liabilities incurred or known to be incurred as at the Latest Practicable Date:-
Contingent Liabilities RM
Bank guarantees for the following:-
Performance bond 160,612,127
Tender bond 50,000
Supplier 250,000
Security deposit 107,250
Total bank guarantees 161,019,377 Capital commitment RM
Investment in a partnership 6,439,000(1)
Note:- (1) Translated based on the exchange rate of AUD1.00:RM3.2195 as at the Latest Practicable
Date for a total amount of AUD2,000,000.
APPENDIX I – FURTHER INFORMATION (Cont’d)
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5. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents are available for inspection at the Registered Office of the Company at TRC Business Centre, Jalan Andaman Utama, 68000 Ampang, Selangor during normal office hours from Mondays to Fridays (except public holidays) for the period commencing from the date of this Circular to the date of the EGM:- (i) the M&A; (ii) the audited consolidated financial statements of TRC for the past two (2) FYE 31
December 2009 and 31 December 2010;
(iii) the quarterly report of TRC for the past (3)-month ended 31 March 2011; (iv) the letters of consent and non-conflict of interest referred to in Section 2 of this
Appendix; (v) the relevant cause paper in respect of the material litigation referred to in Section 3
of this Appendix; (vi) letter of confirmation from the reporting accountants, Messrs. AljeffriDean dated 19
May 2011, on the sufficiency of reserves as referred to in Section 3.2 of this Circular;
(vii) letter of confirmation from the Company’s auditors, Messrs. AljeffriDean dated 19 May 2011 on the indicative adjustments to the ESOS Options, ICULS and Warrants A pursuant to the Proposals;
(viii) A copy of the final draft of the Deed Poll for the Warrants B; and
(ix) A copy of the By-Laws, Trust Deed and 2006 Deed Poll.
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APPENDIX II – LETTER FROM THE REPORTING ACCOUNTANTS, MESSRS. ALJEFFRIDEAN, ON THE SUFFICIENCY OF THE COMPANY’S RESERVES IN RELATION TO THE PROPOSED BONUS ISSUE OF SHARES
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APPENDIX II – LETTER FROM THE REPORTING ACCOUNTANTS, MESSRS. ALJEFFRIDEAN, ON THE SUFFICIENCY OF THE COMPANY’S RESERVES IN RELATION TO THE PROPOSED BONUS ISSUE OF SHARES (Cont’d)
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APPENDIX II – LETTER FROM THE REPORTING ACCOUNTANTS, MESSRS. ALJEFFRIDEAN, ON THE SUFFICIENCY OF THE COMPANY’S RESERVES IN RELATION TO THE PROPOSED BONUS ISSUE OF SHARES (Cont’d)
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TRC SYNERGY BERHAD (Company No. 413192-D)
(Incorporated in Malaysia under the Companies Act, 1965)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of TRC Synergy Berhad (“TRC” or the “Company”) will be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on 29 June 2011, Wednesday at 11.00 a.m. or immediately after the conclusion or adjournment of the Fourteenth (14th) Annual General Meeting of the Company (which will be held at the same venue and on the same day), for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions: - SPECIAL RESOLUTION NO. 1 PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TRC SYNERGY BERHAD TO FACILITATE THE IMPLEMENTATION OF THE PROPOSED SHARE SPLIT (“PROPOSED AMENDMENT”) “That subject to the passing of the Ordinary Resolution No. 1, the existing Clause 5 of the Memorandum of Association and the existing Article 3 of the Articles of Association be amended to read as follows on an entitlement date to be determined by the Directors and announced later (“Entitlement Date”): (i) Clause 5 of the Memorandum of Association:
The authorised capital of the Company is RM500,000,000.00 only divided into 1,000,000,000 ordinary shares of RM0.50 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise.
(ii) Article 3 of the Articles of Association:
The authorised capital of the Company is RM500,000,000.00 divided into 1,000,000,000 ordinary shares of RM0.50 each.”
ORDINARY RESOLUTION NO. 1 PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION OF EVERY ONE (1) EXISTING ORDINARY SHARE OF RM1.00 EACH HELD IN TRC SYNERGY BERHAD (“EXISTING TRC SHARE(S)”) INTO TWO (2) ORDINARY SHARES OF RM0.50 EACH IN TRC SYNERGY BERHAD (“SUBDIVIDED TRC SHARE(S)”) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED SHARE SPLIT”) “THAT subject to the passing of the Special Resolution No. 1 as well as the approval of all relevant regulatory authorities for the listing and quotation of the Subdivided TRC Shares, approval be and is hereby given for each of the Company’s issued and paid up ordinary share of RM1.00 on the Entitlement Date, to be subdivided into two (2) ordinary shares of RM0.50 each credited as fully paid up, ranking pari passu in all respects with each other, save and except that they shall not be entitled to any dividends (including the provisional dividend in respect of the financial year ended 31 December 2010 of 5 sen gross dividend per Share for 190,247,839 shares) (the “Provisional Dividend”)), rights, allotments and/or other distributions, which may be declared, made or paid to shareholders, the entitlement date of which precedes the date of allotment of the Subdivided TRC
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Shares; held by the entitled shareholders whose names appear in the Record of Depositors of the Company on the Entitlement Date to be determined by the Directors and announced later AND THAT on the Entitlement Date the authorised capital of the Company which is RM500,000,000.00 divided into 500,000,000 ordinary shares of RM1.00 each be altered by subdividing the 500,000,000 ordinary shares of RM1.00 each into 1,000,000,000 ordinary shares of RM0.50 each AND FURTHER THAT the Directors be authorised to do all such acts and things and to take such steps that are necessary to give effect to the subdivision of the shares.” ORDINARY RESOLUTION NO. 2 PROPOSED BONUS ISSUE OF NEW TRC SYNERGY BERHAD SHARES AFTER THE PROPOSED SHARE SPLIT (“BONUS SHARES”) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FIVE (5) SUBDIVIDED TRC SHARES HELD AFTER THE PROPOSED SHARE SPLIT ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED BONUS ISSUE OF SHARES”) "THAT subject to the passing of the Special Resolution No. 1 and Ordinary Resolution No. 1 as well as the approval of all relevant regulatory authorities for the listing and quotation of the Bonus Shares, approval be and is hereby given to the Company to capitalise an amount of up to RM47,651,840 out of the share premium and retained earnings accounts of the Company and to apply the same for the purposes of issuing up to 95,303,680 Bonus Shares credited as fully paid-up to be issued to the entitled shareholders whose names appear in the Record of Depositors of the Company on the Entitlement Date to be determined by the Directors and announced later on the basis of one (1) Bonus Share for every five (5) Subdivided TRC Shares held after the Proposed Share Split; THAT fractional entitlements of the Bonus Shares, if any, will be disregarded and shall be dealt with in such manner as the Board shall in their absolute discretion deems fit and expedient in order to minimise the incidence of odd lots and to be in the best interests of the Company; THAT the Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the each other and the Subdivided TRC Shares, save and except that they shall not be entitled to any dividends (including the Provisional Dividend), rights, allotment and/or other distributions, which may be declared, made or paid to shareholders, the entitlement date of which precedes the date of allotment of the Bonus Shares; and AND THAT the Directors be and are hereby authorised to give effect to the Proposed Bonus Issue of Shares with full powers to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue of Shares." ORDINARY RESOLUTION NO. 3 PROPOSED BONUS ISSUE OF FREE WARRANTS IN TRC SYNERGY BERHAD ON THE BASIS OF ONE (1) BONUS WARRANT FOR EVERY FIVE (5) SUBDIVIDED TRC SHARES HELD AFTER THE PROPOSED SHARE SPLIT AND PROPOSED BONUS ISSUE OF SHARES ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”) "THAT subject to the passing of the Special Resolution No. 1 and the Ordinary Resolutions No. 1 and 2 as well as the approval of all relevant regulatory authorities for the listing and quotation of the Warrants and the Subdivided TRC Shares upon the exercise of the Warrants, approval be and is hereby given to the Company to allot and issue the Warrants to the entitled shareholders whose names appear in the Record of Depositors of the Company on the Entitlement Date to be determined by the Directors and announced later on the basis of one (1) free Warrant for every five (5) Subdivided TRC Shares held after the Proposed Share Split and Proposed Bonus Issue of Shares; THAT such Warrants be constituted upon the terms and conditions of the Deed Poll to be executed by the Company, the principal terms of which are set out in Section 4.7 of the Circular to shareholders dated 7 June 2011 of the Company;
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THAT fractional entitlements of the bonus warrants issue, if any, shall be dealt with in such manner as the Board shall in their absolute discretion thinks expedient and in the best interest of the Company; THAT the Directors be and are hereby authorised to allot and issue such appropriate number of new Subdivided TRC Shares arising from any exercise by the holders of the Warrants of their rights under any such warrants in accordance with the provisions of the Deed Poll constituting the warrants; THAT the new Subdivided TRC Shares to be issued arising from the exercise of the Warrants shall, upon allotment and issue, rank pari passu in all respects with the then existing Subdivided TRC Shares, save and except that they shall not be entitled to any dividends (including the Provisional Dividend), rights, allotments and/or other distributions, which may be declared, made or paid prior to their date of allotment; and AND THAT the Directors be and are hereby authorised to give effect to the Proposed Bonus Issue of Warrants with full powers to assent to any conditions, modifications, variations and/or amendments in any manner as may be required by the relevant authorities and to deal with all matters relating thereto and to take all such steps and do all acts and things in any manner as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Bonus Issue of Warrants." By Order of the Board
ABDUL AZIZ MOHAMED (LS007370) Company Secretary Selangor Darul Ehsan 7 June 2011 Notes: 1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act
shall not apply to the Company. 2. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less
than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof. 3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and
vote at the meeting. 4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to
attend and vote at the meeting. 5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportions of his holdings to be represented by each proxy. 6. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at
least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand
of its attorney.
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TRC SYNERGY BERHAD (Company No. 413192-D) (Incorporated in Malaysia under the Companies Act, 1965)
PROXY FORM
I/We of (full address) being a member/members of TRC Synergy Berhad (Company no.: 413192-D) hereby appoint of or failing whom, of as *my/our proxy to vote for *me/us and on *my/our behalf at the Extraordinary General Meeting of the Company to be held at Indah Ballroom, Flamingo Hotel, 5, Tasik Ampang, Hulu Kelang, 68000 Ampang, Selangor on 29 June 2011, Wednesday at 11.00 a.m. or immediately after the conclusion or adjournment of the Fourteenth (14th) Annual General Meeting Annual General Meeting of the Company (which will be held at the same venue and on the same day), whichever is later or at any adjournment thereof. *I/We direct my/our proxy is to vote for or against the resolutions to be tabled at the Extraordinary General Meeting as hereunder indicated.
FOR AGAINST SPECIAL RESOLUTION 1 – PROPOSED AMENDMENT ORDINARY RESOLUTION 1 – PROPOSED SHARE SPLIT ORDINARY RESOLUTION 2 – PROPOSED BONUS ISSUE OF SHARES
ORDINARY RESOLUTION 3 – PROPOSED BONUS ISSUE OF WARRANTS
(Please indicate with an “X” in the space provided how you wish your vote to be cast on the resolution specified in the Notice of the Extraordinary General Meeting. If this form of proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain from voting at his/her discretion.) Dated this __________ day of __________________________ 2011 ____________________________ Signature(s)/Common Seal of Member Notes: 1. A proxy may but need not be a member of the Company and the provision of section 149 (1) (b) of the Act shall not apply to
the Company. 2. To be valid the proxy form duly completed must be deposited at the registered office of the Company not less than forty-
eight (48) hours before the time for holding the meeting or any adjournment thereof. 3. A member holding one thousand (1,000) ordinary shares or less may appoint only one (1) proxy to attend and vote at the
meeting. 4. A member holding more than one thousand (1,000) ordinary shares may appoint up to two (2) proxies to attend and vote at
the meeting. 5. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of
his holdings to be represented by each proxy. 6. Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint at least one (1)
proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
7. If the appointer is a corporation, the proxy form must be executed under its Common Seal or under the hand of its attorney.
No. of Ordinary Shares held
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The Company Secretaries TRC SYNERGY BERHAD TRC Business Centre Jalan Andaman Utama 68000 Ampang Selangor
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Stamp
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