(Unless otherwise defined, all terms used in this announcement have the same meaning ascribed in the circular to shareholders dated 10 December 2012)
1. INTRODUCTION
We refer to the announcement dated 8 January 2013 in relation to the completion of the disposal of 100% equity interest in Great Wall Plastics Industries Berhad and 100% equity interest in GW Packaging Sdn Bhd by GW Plastics to Scientex Packaging Film Sdn Bhd for a total cash consideration of RM283.20 million (“Proposed Disposals”).
Pursuant to the completion of the Proposed Disposals, GW Plastics is considered an affected listed issuer pursuant to PN17 of the Listing Requirements whereby a listed issuer has suspended or ceased all of its business or its major business as a result of the disposal of the listed issuer’s major business.
It is the intention of the GW Plastics to maintain its listing status. The Company endeavors to take the necessary steps to identify new businesses and/or assets that have the requisite track record and future prospects to be acquired by GW Plastics. This will enable the Company to regularise its condition and to maintain the listing status on the Main Market of Bursa Securities.
A definitive agreement would have to be entered into and announced by the Company prior to the completion of the Proposed Distribution. Notwithstanding this, GW Plastics Shares will be suspended three (3) market days prior to the entitlement date of the Proposed Bonus Issue and Proposed Capital Reduction and shall remain suspended until the completion of the regularisation plan.
In the absence of any acceptable alternative proposal(s) to regularise GW Plastics’ condition prior to the completion of the Proposed Distribution, GW Plastics will apply to Bursa Securities for the delisting of GW Plastics from the Main Market of Bursa Securities and subsequently be delisted.
2. OBLIGATIONS UNDER THE LISTING REQUIREMENTS
As a PN17 Company and assuming the Company enters into a definitive agreement prior to the completion of the Proposed Distribution, GW Plastics is required to comply with the following:
(i) regularise its condition within 12 months from the date of this First Announcement in the following manner:
(a) submit a regularisation plan to the Securities Commission (“SC”) if the plan will result in a significant change in the business direction or policy of the Company; or
(b) submit a regularisation plan to Bursa Malaysia Securities Berhad (“Bursa Securities”) if the plan will not result in a significant change in the business direction or policy of the Company, and to obtain Bursa Securities’ approval to implement the plan;
(ii) provide such information as may be prescribed by Bursa Securities from time to time for public release;
(iii) do such other acts of things as may be required by Bursa Securities;
(iv) implement the plan within the timeframe stipulated by the SC or Bursa Securities, as the case may be;
(v) announce within 3 months from the First Announcement, on whether the regularisation plan will result in a significant change in the business direction or policy of GW Plastics;
(vi) announce the status of its regularisation plan and the number of months to the end of the relevant timeframes on a monthly basis until further notice from Bursa Securities;
(vii) announce its compliance or non-compliance with a particular obligation imposed pursuant to PN17 of the Listing Requirements on an immediate basis;
(viii) announce the details of the regularisation plan which announcement must fulfill the requirements as set out in Paragraph 4.2 of PN17 of the Listing Requirements; and
(ix) where GW Plastics fails to regularise its condition, announce the dates of suspension and de-listing of its listed securities immediately upon notification of suspension and de-listing by Bursa Securities.
3. CONSEQUENCES OF NON-COMPLIANCE
If GW Plastics fails to comply with the obligations to regularise its condition, Bursa Securities shall:
(i) suspend the trading of GW Plastics’ listed securities on the next market day after five (5) market days from the date of notification of suspension by Bursa Securities; and
(ii) de-list GW Plastics subject to its right to appeal against the de-listing which must be submitted to Bursa Securities within five (5) market days from the date of notification of de-listing by Bursa Securities.
4. STATUS OF REGULARISATION PLAN UNDER PN17 OF THE LISTING REQUIREMENTS
The Board of GW Plastics is taking the necessary actions to identify new businesses and/or assets that have the requisite track record and future prospects to be acquired by GW Plastics in order to regularise the condition of the Company. Any progress in this regard shall be announced to Bursa Securities in due course.
However, shareholders and potential investors should note there can be no assurance that GW Plastics will be successful in its identification of new business and/or assets that have the requisite track record and future prospects to regularise its condition under PN17 of the Listing Requirements.
This announcement is dated 11 January 2013.