We refer to the announcements dated 8 April 2021, 21 June 2021, 24 November 2021, 28 January 2022, 1 April 2022, 17 June 2022, 28 June 2022, 29 June 2022, 28 July 2022, 15 September 2022 and 30 September 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions as set out in the Announcements shall apply herein.
On behalf of the Board of Directors (“Board”) of Digi, CIMB Investment Bank Berhad (“CIMB”) wishes to announce that Bursa Securities had vide its letter dated 27 October 2022, amongst others, approved the listing of and quotation for 3,956,507,988 new ordinary shares in Digi (“Digi Shares”) to be issued pursuant to the Proposed Merger, subject to the following conditions:
(1) Digi and CIMB must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposed Merger;
(2) CIMB to furnish Bursa Securities with a certified true copy of the resolutions passed by shareholders at the forthcoming general meeting for the Proposed Merger and the Proposed Exemption (as defined in the application);
(3) CIMB to furnish Bursa Securities with a confirmation that all approvals of the relevant authorities have been obtained together with a copy each of all the remaining letters of approval from the relevant authorities;
(4) Digi must comply with the public shareholdings spread requirements pursuant to Paragraph 8.02 of the Listing Requirements upon the listing of and quotation for the new Digi Shares to be issued pursuant to the Proposed Merger. Digi / CIMB to also furnish Bursa Securities with a written confirmation that Digi complies with the public shareholdings spread requirements pursuant to Paragraph 8.02(1) of the Listing Requirements and a certificate of distribution of shares in the format contained in Part B(1)(d) of Annexure PN21-A of the Listing Requirements;
(5) Digi to furnish Bursa Securities with the undertaking and confirmation letters duly signed by the directors to be appointed to the Board of Digi (in the format prescribed in Annexures PN21-C and PN21-D of the Listing Requirements) immediately after their appointments pursuant to the completion of the Proposed Merger, together with a confirmation that the requirements stipulated under Paragraphs 15.02, 15.09 and 15.10 of the Listing Requirements have been duly complied together with the relevant document supporting the same;
(6) In respect of the imposition of moratorium on the sale of Digi Shares pursuant to Paragraph 7.19 of the Equity Guidelines issued by the Securities Commission Malaysia, CIMB to submit the following information on the moratorium to Bursa Malaysia Depository Sdn Bhd ("Bursa Depository") before the listing and quotation of the Digi Shares:
(i) The name of the securities holders;
(ii) The number of securities; and
(iii) The date(s) of expiry of the moratorium;
(7) CIMB to inform Bursa Securities upon completion of the Proposed Merger; and
(8) CIMB to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval upon completion of the Proposed Merger.