MALAYSIAN RESOURCES CORPORATION BERHAD - ChartNexus

MALAYSIAN RESOURCES CORPORATION BERHAD 

(Company No. 7994-D) 

(Incorporated in Malaysia under the Companies Act, 1965) 

NOTICE OF EXTRAORDINARY GENERAL MEETING 

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Malaysian Resources 

Corporation Berhad (“MRCB” or “Company”) will be held at Sime Darby Convention Centre, 1A Jalan Bukit 

Kiara 1, 60000 Kuala Lumpur on Thursday, 20 June 2013 at 11.30 a.m. or immediately following the 

conclusion of the 42 nd Annual General Meeting of MRCB which will be held at the same place and on the same 

day at 10.00 a.m. or at any adjournment thereof, whichever is later for the purpose of considering and, if thought 

fit, to pass with or without any modification the following resolutions:- 

ORDINARY RESOLUTION 1 

PROPOSED ACQUISITIONS BY MRCB OF THE ENTIRE EQUITY INTEREST IN – 

(A) GAPURNA BUILDERS SDN BHD (“GAPURNA BUILDERS”), GAPURNA LAND SDN BHD 

(“GAPURNA LAND”) AND PUNCAK WANGI SDN BHD (“PUNCAK WANGI”) AS WELL AS 

70% EQUITY INTEREST IN P.J SENTRAL DEVELOPMENT SDN BHD (“P.J SENTRAL”) 

FROM NUSA GAPURNA DEVELOPMENT SDN BHD (“NGD”); 

(B) GELANGGANG HARAPAN CONSTRUCTION SDN BHD (“GHC”) FROM MOHD IMRAN 

BIN MOHAMAD SALIM, DATUK MOHAMAD SALIM BIN FATEH DIN AND DATIN 

YASMIN BINTI MOHAMAD ASHRAFF; AND 

(C) GAPURNA GLOBAL SOLUTIONS SDN BHD (“GGS”) FROM MOHD IMRAN BIN 

MOHAMAD SALIM AND HANIF AHMAD BIN NISAR AHMAD; 

FOR A TOTAL INDICATIVE CONSIDERATION OF UP TO RM729,000,000 WHICH WILL BE 

SATISFIED VIA A COMBINATION OF CASH OF RM111,000,000 AND THE ISSUANCE OF UP TO 

398,709,678 NEW ORDINARY SHARES OF RM1.00 EACH IN MRCB (“MRCB SHARES”) AT AN 

ISSUE PRICE OF RM1.55 PER MRCB SHARE, TOGETHER WITH UP TO 113,917,052 FREE 

DETACHABLE WARRANTS ON THE BASIS OF TWO (2) FREE DETACHABLE WARRANTS FOR 

EVERY SEVEN (7) MRCB SHARES ISSUED 

“THAT, subject to the passing of Ordinary Resolution 3 and the resolutions relating to the (i) proposed increase 

in the authorised share capital of the Company from RM2,000,000,000 to RM5,000,000,000 (“Proposed 

IASC”), and (ii) proposed amendments to the memorandum and articles of association of the Company 

(“Proposed M&A”) which will be tabled during the annual general meeting of the Company at 10.00 a.m. on 

Thursday, 20 June 2013, and subject to the approval of all the relevant authorities or parties being obtained (if 

required) and the conditions precedent in the respective conditional share sale agreements all dated 8 February 

2013 entered into by the Company with the respective vendors, namely NGD, Mohd Imran bin Mohamad Salim, 

Datuk Mohamad Salim bin Fateh Din, Datin Yasmin binti Mohamad Ashraff and Hanif Ahmad bin Nisar 

Ahmad (collectively the “SSAs”) being fulfilled or waived (as the case may be), approval be and is hereby given 

for the Company and/or its nominee(s) to acquire the entire equity interest in – 

(a) Gapurna Builders, Gapurna Land and Puncak Wangi as well as 70% equity interest in P.J Sentral from 

NGD; 

(b) GHC from Mohd Imran bin Mohamad Salim, Datuk Mohamad Salim bin Fateh Din and Datin Yasmin 

binti Mohamad Ashraff; and 

(c) GGS from Mohd Imran bin Mohamad Salim and Hanif Ahmad bin Nisar Ahmad, 

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for a total indicative consideration of up to RM729,000,000 (which shall be subject to adjustments in 

accordance with the terms of the respective SSAs) to be satisfied via a combination of cash amounting to 

RM111,000,000 and the issuance to the respective vendors and/or their nominee(s) (if applicable) of up to 

398,709,678 new MRCB Shares at an issue price of RM1.55 per MRCB Share (“Consideration Shares”), 

together with up to 113,917,052 free detachable warrants on the basis of two (2) free detachable warrants for 

every seven (7) Consideration Shares issued (“Consideration Warrants”) upon and subject to the terms and 

conditions as stipulated in the respective SSAs (“Proposed Acquisitions”); 

THAT pursuant to the terms of the respective SSAs, approval be and is hereby given for the Company to allot 

and issue the Consideration Shares and Consideration Warrants to the respective vendors and/or their 

nominee(s) (if applicable); 

THAT approval be and is hereby given for the Company to allot and issue new MRCB Shares pursuant to the 

exercise of the Consideration Warrants; 

THAT the Board of Directors of the Company (“Board”) is hereby authorised to – 

(1) enter into and execute the Deed Poll constituting the Consideration Warrants with full powers to assent 

to any conditions, variations, modifications and/or amendments in any manner as may be required or 

permitted by the relevant authorities or deemed necessary by the Board, and with full powers to 

implement, finalise and give full effect to the terms and conditions of the Deed Poll; 

(2) allot and issue such appropriate number of Consideration Warrants in accordance with the provisions of 

the Deed Poll, including any additional Consideration Warrants as may be required or permitted to be 

issued as a consequence of any adjustment in accordance with the provisions of the Deed Poll and to 

adjust from time to time the exercise price and/or number of the Consideration Warrants to which the 

holder(s) of the Consideration Warrants are entitled to be issued as a consequence of an adjustment 

under the provisions of the Deed Poll; and 

(3) allot and issue an appropriate number of MRCB Shares, credited as fully paid-up, to the holder(s) of 

Consideration Warrants arising from the exercise of the Consideration Warrants by the holders of the 

Consideration Warrants of their exercise rights in accordance with the provisions of the Deed Poll, 

including such appropriate number of new MRCB Shares arising from the exercise of the subscription 

rights represented by additional Consideration Warrants issued; 

THAT the Consideration Shares and new MRCB Shares to be allotted and issued pursuant to the exercise of the 

Consideration Warrants shall upon allotment and issuance, rank pari passu in all respects with each other and 

with the then existing MRCB Shares, save and except that the holders of such Consideration Shares and the new 

MRCB Shares to be issued pursuant to the exercise of the Consideration Warrants shall not be entitled to any 

dividends, rights, allotments and/or any other distributions which may be declared, made or paid to the 

shareholders of the Company, the entitlement date of which is prior to the date of allotment and issuance of the 

Consideration Shares or such new MRCB Shares to be issued pursuant to the exercise of the Consideration 

Warrants; 

THAT the proceeds arising from the exercise of the Consideration Warrants, if any, be utilised for the purposes 

set out in the Circular to Shareholders of the Company dated 5 June 2013, and the Board be authorised with full 

power to vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board may deem 

fit, necessary and/or expedient, subject (where required) to the approval of the relevant authorities; 

AND THAT the Board be and is hereby authorised and empowered to give full effect to the Proposed 

Acquisitions and the SSAs with full power to complete and implement the Proposed Acquisitions in such 

manner as the Board may deem fit or necessary, to negotiate, approve, agree and/or assent to any conditions, 

variations, revaluations, modifications and/or amendments in any manner as may be required/permitted by the 

relevant authorities or deemed necessary by the Board, to deal with all matters incidental, ancillary to and/or 

relating thereto, to take all such steps and to execute and deliver and/or cause to be executed and delivered the 

SSAs, the Deed Poll and such other agreements, deeds, arrangements, undertakings, indemnities, transfers, 

extensions, assignments, confirmations, declarations and/or guarantees to or with any party or parties, and to do 

all such acts, things and matters as it may deem fit, necessary and/or expedient or in the best interests of the 

Company.” 

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PROPOSED ACQUISITION BY MRCB OF THE REMAINING 30% EQUITY INTEREST OF P.J 

SENTRAL FROM PKNS HOLDINGS SDN BHD (“PKNS”) FOR A TOTAL INDICATIVE PURCHASE 

CONSIDERATION OF UP TO RM85,300,000 WHICH WILL BE SATISFIED VIA A COMBINATION 

OF CASH OF RM13,008,715 AND THE ISSUANCE OF UP TO 46,639,539 NEW MRCB SHARES AT 

AN ISSUE PRICE OF RM1.55 PER MRCB SHARE, TOGETHER WITH UP TO 13,325,583 FREE 

DETACHABLE WARRANTS ON THE BASIS OF TWO (2) FREE DETACHABLE WARRANTS FOR 

EVERY SEVEN (7) MRCB SHARES ISSUED 

“THAT, subject to the passing of Ordinary Resolution 1, Ordinary Resolution 3 and the resolutions relating to 

the Proposed IASC and the Proposed Amendments which will be tabled during the annual general meeting of 

the Company at 10.00 a.m. on Thursday, 20 June 2013, and subject to the approval of all the relevant authorities 

or parties being obtained (if required) and the conditions precedent in the conditional share sale agreement to be 

entered into between the Company and PKNS (“PKNS SSA”) being fulfilled or waived (as the case may be), 

approval be and is hereby given for the Company and/or its nominee(s) to acquire the remaining 30% equity 

interest in P.J Sentral from PKNS for a total indicative consideration of up to RM85,300,000 (which may be 

subject to adjustments in accordance with the terms of the PKNS SSA to be entered into) to be satisfied via a 

combination of cash amounting to RM13,008,715 and the issuance to PKNS and/or its nominee(s) (if 

applicable) of up to 46,639,539 new MRCB Shares at an issue price of RM1.55 per MRCB Share (“PKNS 

Consideration Shares”), together with up to 13,325,583 free detachable warrants on the basis of two (2) free 

detachable warrants for every seven (7) PKNS Consideration Shares issued (“PKNS Consideration 

Warrants”) upon and subject to the terms and conditions as stipulated in the PKNS SSA (“Proposed 

Acquisition of 30% of P.J Sentral”); 

THAT pursuant to the terms of the PKNS SSA, approval be and is hereby given for the Company to allot and 

issue the PKNS Consideration Shares and PKNS Consideration Warrants to PKNS and/or its nominee(s) (if 

applicable); 


exercise of the PKNS Consideration Warrants; 

THAT the Board is hereby authorised to – 

(1) enter into and execute the Deed Poll constituting the PKNS Consideration Warrants with full powers to 

assent to any conditions, variations, modifications and/or amendments in any manner as may be 

required or permitted by the relevant authorities or deemed necessary by the Board, and with full 

powers to implement, finalise and give full effect to the terms and conditions of the Deed Poll; 

(2) allot and issue such appropriate number of PKNS Consideration Warrants in accordance with the 

provisions of the Deed Poll, including any additional PKNS Consideration Warrants as may be 

required or permitted to be issued as a consequence of any adjustment in accordance with the 

provisions of the Deed Poll and to adjust from time to time the exercise price and/or number of the 

PKNS Consideration Warrants to which the holder(s) of the PKNS Consideration Warrants are entitled 

to be issued as a consequence of an adjustment under the provisions of the Deed Poll; and 


PKNS Consideration Warrants arising from the exercise of the PKNS Consideration Warrants by the 

holders of the PKNS Consideration Warrants of their exercise rights in accordance with the provisions 

of the Deed Poll, including such appropriate number of new MRCB Shares arising from the exercise of 

the subscription rights represented by additional PKNS Consideration Warrants issued; 

THAT the PKNS Consideration Shares and new MRCB Shares to be allotted and issued pursuant to the 

exercise of the PKNS Consideration Warrants shall upon allotment and issuance, rank pari passu in all respects 

with each other and with the then existing MRCB Shares, save and except that the holders of such PKNS 

Consideration Shares and the new MRCB Shares to be issued pursuant to the exercise of the PKNS 

Consideration Warrants shall not be entitled to any dividends, rights, allotments and/or any other distributions 

which may be declared, made or paid to the shareholders of the Company, the entitlement date of which is prior 

to the date of allotment and issuance of the PKNS Consideration Shares or such new MRCB Shares to be issued 

pursuant to the exercise of the PKNS Consideration Warrants; 

THAT the proceeds arising from the exercise of the PKNS Consideration Warrants, if any, be utilised for the 

purposes set out in the Circular to Shareholders of the Company dated 5 June 2013, and the Board be authorised 

with full power to vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board 

may deem fit, necessary and/or expedient, subject (where required) to the approval of the relevant authorities; 

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AND THAT the Board be and is hereby authorised and empowered to give full effect to the Proposed 

Acquisition of 30% of P.J Sentral and the PKNS SSA with full power to complete and implement the Proposed 

Acquisition of 30% of P.J Sentral in such manner as the Board may deem fit or necessary, to negotiate, approve, 

agree and/or assent to any conditions, variations, revaluations, modifications and/or amendments in any manner 

as may be required/permitted by the relevant authorities or deemed necessary by the Board, to deal with all 

matters incidental, ancillary to and/or relating thereto, to take all such steps and to execute and deliver and/or 

cause to be executed and delivered the PKNS SSA, the Deed Poll and such other agreements, deeds, 

arrangements, undertakings, indemnities, transfers, extensions, assignments, confirmations, declarations and/or 

guarantees to or with any party or parties, and to do all such acts, things and matters as it may deem fit, 

necessary and/or expedient or in the best interests of the Company.” 


PROPOSED EXEMPTION TO NUSA GAPURNA DEVELOPMENT SDN BHD (“NGD”), THE 

EMPLOYEES PROVIDENT FUND BOARD (“EPF”) AND GAPURNA SDN BHD (“GSB”) AS WELL 

AS PERSONS ACTING IN CONCERT (“PAC”) WITH THEM, FROM THE OBLIGATION TO 

UNDERTAKE A MANDATORY OFFER FOR THE REMAINING MRCB SHARES NOT ALREADY 

OWNED BY THEM UPON COMPLETION OF THE PROPOSED ACQUISITIONS 

“THAT, subject to the passing of the Ordinary Resolution 1 and Ordinary Resolution 2 and subject to the 

approval of all the relevant authorities or parties being obtained (if required), approval be and is hereby given 

for EPF, NGD and GSB as well as their PACs to be exempted from the obligation to undertake a mandatory 

offer under the Malaysian Code on Take-Overs and Mergers, 2010 for the remaining MRCB Shares not already 

owned by them upon completion of the Proposed Acquisitions (“Proposed Exemption”); 

AND THAT the Board be and is hereby authorised and empowered to take all such necessary steps to give 

effect to the Proposed Exemption with full power to consent to and to adopt such conditions, variations, 

modifications and/or amendments in any manner as may be required or imposed by the relevant authorities in 

respect of the Proposed Exemption and to deal with all matters relating thereto and to take all such steps and do 

all acts and things in any manner and to execute, sign and deliver on behalf of the Company all such documents 

as they may deem necessary or expedient to implement, finalise and give full effect to the Proposed Exemption 

in the best interests of the Company.” 


PROPOSED FREE ISSUANCE OF UP TO 482,087,903 WARRANTS IN MRCB (“FREE 

WARRANTS”) TO ALL ENTITLED SHAREHOLDERS OF THE COMPANY ON THE BASIS OF 

ONE (1) FREE WARRANT FOR EVERY THREE (3) EXISTING MRCB SHARES HELD AT AN 

ENTITLEMENT DATE TO BE DETERMINED LATER 

“THAT, subject to the passing of the resolutions relating to the Proposed IASC and the Proposed Amendments 

which will be tabled during the annual general meeting of the Company at 10.00 a.m. on Thursday, 20 June 

2013, and subject to the approval of all the relevant authorities or parties being obtained (if required), the Board 

is hereby authorised to issue up to 482,087,903 Free Warrants to the shareholders of the Company whose names 

appear on the Record of Depositors of the Company at the close of business on the entitlement date to be 

determined and announced later, on the basis of one (1) Free Warrant for every three (3) existing MRCB Shares 

held (“Proposed Free Warrants”); 


exercise of the Free Warrants; 

THAT the Board is hereby authorised to – 

(1) enter into and execute the Deed Poll constituting the Free Warrants with full powers to assent to any 

conditions, variations, modifications and/or amendments in any manner as may be required or 

permitted by the relevant authorities or deemed necessary by the Board, and with full powers to 

implement, finalise and give full effect to the terms and conditions of the Deed Poll; 

(2) allot and issue such appropriate number of Free Warrants in accordance with the provisions of the Deed 

Poll, including any additional Free Warrants as may be required or permitted to be issued as a 

consequence of any adjustment in accordance with the provisions of the Deed Poll and to adjust from 

time to time the exercise price and/or number of the Free Warrants to which the holder(s) of the Free 

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Warrants are entitled to be issued as a consequence of an adjustment under the provisions of the Deed 

Poll; and 


Free Warrants arising from the exercise of the Free Warrants by the holders of the Free Warrants of 

their exercise rights in accordance with the provisions of the Deed Poll, including such appropriate 

number of new MRCB Shares arising from the exercise of the subscription rights represented by 

additional Free Warrants issued; 

THAT the new MRCB Shares to be allotted and issued pursuant to the exercise of the Free Warrants shall upon 

allotment and issuance, rank pari passu in all respects with each other and with the then existing MRCB Shares, 

save and except that the holders of such new MRCB Shares shall not be entitled to any dividends, rights, 

allotments and/or any other distributions which may be declared, made or paid to the shareholders of the 

Company, the entitlement date of which is prior to the date of allotment of such new MRCB Shares; 

THAT the Board be and is hereby authorised to deal with any fractional entitlements that may arise from the 

Proposed Free Warrants in such manner and on such terms and conditions as the Board shall at its absolute 

discretion deems fit, necessary and/or expedient and in the best interest of the Company (including without 

limitation to disregard such fractional entitlements); 

THAT the proceeds arising from the exercise of the Free Warrants, if any, be utilized for the purposes set out in 

the Circular to shareholders of the Company dated 5 June 2013, and the Board be authorised with full power to 

vary the manner and/or purpose of utilisation of such proceeds in such manner as the Board may deem fit, 

necessary and/or expedient, subject (where required) to the approval of the relevant authorities; 

AND THAT the Board be and is hereby authorised and empowered to give full effect to the Proposed Free 

Warrants with full power to assent to and accept any conditions, modifications, variations arrangements and/or 

amendments in any manner as may be required/permitted by the relevant authorities or deemed necessary by the 

Board and to sign, execute and deliver on behalf of the Company the Deed Poll and all such other documents 

with any party or parties and to take all such steps and to do all acts and things as they may deem fit, necessary 

and/or expedient in order to implement, finalise and give full effect to the Proposed Free Warrants.” 

By order of the Board 

Mohd Noor Rahim Yahaya 

MAICSA 0866820 

Company Secretary 

Kuala Lumpur 

5 June 2013 

Notes: - 

1. Only a depositor whose name appears on the Record of Depositors as at 13 June 2013 shall be entitled to attend the 

meeting or appoint proxies to attend and/or vote on his/her behalf. 

2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies (or in the 

case of a corporation, to appoint a representative) to attend and vote in his stead. A proxy need not be a member of the 

Company. 

3. The Form of Proxy must be signed by the appointer, or his attorney duly authorised in writing. In the case of a 

corporation, it shall be executed under its common seal or signed by its attorney duly authorised in writing or by an 

officer on behalf of the corporation. 

4. The instrument appointing the proxy must be deposited with the Share Registrar, Symphony Share Registrars Sdn Bhd 

at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan, 

Malaysia not less than forty-eight (48) hours before the time appointed for the holding of the meeting or any 

adjournment thereof. 

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