Bursa Filings


Transactions (Chapter 10 Of Listing Requirements) : Non Related Party Transactions

Back Oct 23, 2024

 

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description CAPITAL A BERHAD ("CAPITAL A" OR THE "COMPANY")

(I) PROPOSED BUSINESS COMBINATION;

(II) PROPOSED DISTRIBUTION; AND

(III) PROPOSED PROVISION OF FINANCIAL ASSISTANCE

(COLLECTIVELY, THE "BUSINESS COMBINATION PROPOSALS")

Reference is made to the Company’s announcement dated 28 February 2024 (“Announcement”). Unless otherwise stated, the words and abbreviations used herein shall have the same meaning as in the Announcement.

 

On behalf of the Board, RHB Investment Bank wishes to announce that the Company has issued a Notice of Termination dated 22 October 2024 to GMFI on 23 October 2024 to unilaterally terminate the BCA dated 28 February 2024 entered into between the Parties for the Proposed Business Combination due to the following reasons:

 

  • On 18 June 2024, GMFI was notified by NASDAQ that NASDAQ’s Hearings Panel determined to delist the common stock of GMFI from NASDAQ (“Delisting Determination”) due to its failure to comply with the terms of NASDAQ’s Hearings Panel decision dated 13 March 2024, which had required GMFI to demonstrate compliance with the total holder requirement under Listing Rule 5450(a)(2) and the minimum market value of listed securities requirement under Listing Rule 5450(b)(2)(A) on or before 28 May 2024. Shortly following receipt of the Delisting Determination, GMFI had independently, exercised its right to appeal the Delisting Determination, which remains valid and in effect.

 

Under the terms of the BCA, the Company has the right to terminate the BCA if GMFI receives a Delisting Determination. That GMFI has yet to be delisted from NASDAQ does not preclude the Company’s rights to invoke the said termination rights.

 

After much due consideration by the Board, the Board has decided to invoke its right to terminate the BCA after considering, amongst other things, the risk and impact of GMFI being formally delisted pursuant to the Delisting Determination. Upon termination of the BCA, the BCA shall become void and all rights and obligations of the parties will cease thereunder. As the Proposed Business Combination is inter-conditional with the Proposed Distribution and Proposed Provision of Financial Assistance, the Proposed Distribution and Proposed Provision of Financial Assistance are therefore concurrently aborted.

 

Save for the professional fees incurred, at this time the termination of the BCA is not expected to have any material effect on the earnings, EPS, NA and NA per share of the Group for the financial year ending 31 December 2024.

 

 

This announcement is dated 23 October 2024.

 


Announcement Info

Company Name CAPITAL A BERHAD
Stock Name CAPITALA
Date Announced 23 Oct 2024
Category General Announcement for PLC
Reference Number GA1-23102024-00028