Reference
is made to the announcement dated 24 October 2014 in respect to the Appeal.
M&A
Securities Sdn Bhd, on behalf of the Company, wishes to announce that after due
deliberation and having considered all the facts and circumstances of the
matter including the written and oral representations of the Company, Bursa
Securities had vide its letter dated 16 December 2014, has resolved to:-
Dismiss
the Company’s appeal for an extension of time until June 2015 to submit its regularisation
plan to the relevant authorities for approval; and
De-list
the securities of GCB from the Official List of Bursa Securities pursuant to
Paragraph 8.04 of the Main Market LR
In
this circumstance, the securities of the Company will be removed from the
Official List of Bursa Securities upon the expiry of two (2) market days from
the date of this announcement i.e. on Friday,
19 December 2014.
In
arriving at the aforesaid decision, Bursa Securities had considered, amongst
others, the following factors:-
Since
the first announcement on 1 March 2013 and as at 11 December 2014, GCB has had
approximately twenty two (22) months to submit its regularisation plan;
GCB
had failed to regularise the Company’s financial condition in accordance with
Paragraph 8.04 of the Main Market LR and Practice Note 17 (“PN17”);
There
was no reasonable justification to allow the extension of time in view of the
following:-
The
Company was still in the negotiation with the white knight and had yet to
execute a definitive agreement with the white knight, the proposed reverse
take-over (“RTO”) was still very preliminary and hence, lacked certainty; and
There
was no material development or progress in respect of the finalisation and/or
submission of the Company’s proposed regularisation plan as well as lack of
clarity/certainty in the regularisation plan to address the business of the
Company and resolve all problems, financial or otherwise that had caused GCB to
trigger the PN17 criteria.
d. In
the opinion of Bursa Securities, adequate time and opportunity had been
accorded to GCB to regularise the Company’s financial condition since GCB’s
first announcement on 1 March 2013.
With respect to the securities of the
Company which are currently deposited with Bursa Malaysia Depository Sdn Bhd
(“Bursa Depository”), the securities may remain deposited with Bursa Depository
notwithstanding the de-listing of the securities from the Official List of
Bursa Securities. It is not mandatory for the securities of a company which has
been de-listed to be withdrawn from Bursa Depository.
Alternatively, shareholders of the
Company who intend to hold their securities in the form of physical
certificates, can withdraw these securities from their Central Depository
System (CDS) accounts maintained with Bursa Depository at anytime after the
securities of the Company have been de-listed from the Official List of Bursa
Securities. This can be effected by the shareholders submitting an application
form for withdrawal in accordance with the procedures prescribed by Bursa
Depository. Shareholders can contact any Participating Organisation of Bursa
Securities and/or Bursa Securities’ General Line at 03-2034 7000 for further
information on the withdrawal procedures.
Upon the de-listing of the Company,
the Company will continue to exist but as an unlisted entity. The Company is
still able to continue its operations and business and proceed with its
corporate restructuring and its shareholders can still be rewarded by the
Company’s performance. However, shareholders will be holding shares which are
no longer quoted and traded on Bursa Securities.
This announcement is dated 16
December 2014.