THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, banker, solicitor, accountant or other professional advisers immediately.
Bursa Malaysia Securities Berhad ("Bursa Securities") has not perused this Circular prior to its issuance as Velesto Energy Berhad ("VEB" or the "Company") has been selected by Bursa Securities as one of the eligible listed issuers under the Green Lane Policy. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
VELESTO ENERGY BERHAD
Registration No. 200901035667 (878786-H)
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE PROPOSED OFFER AND GRANTING OF UP TO A MAXIMUM NUMBER OF 11,400,000 ESOS OPTIONS (AS DEFINED HEREIN) TO MEGAT ZARIMAN ABDUL RAHIM, THE PRESIDENT AND NON-INDEPENDENT EXECUTIVE DIRECTOR OF THE COMPANY, UNDER VEB'S ESOS (AS DEFINED HEREIN)
Principal Adviser
AFFIN HWANG INVESTMENT BANK BERHAD
(Registration No. 197301000792 (14389-U))
(A Participating Organisation of Bursa Malaysia Securities Berhad)
The Proposed Granting of ESOS Options (as defined herein) will be tabled as Special Business at the 13th Annual General Meeting ("AGM") of the Company which will be held as a virtual meeting conducted entirely through live streaming and remote voting using the remote participation and voting facilities hosted on the Securities Services ePortal at https://sshsb.net.my/provided by SS E Solutions Sdn. Bhd. from the broadcast venue at Ballroom, Level 2, Aloft KL Sentral, 5, Jalan Stesen Sentral, Kuala Lumpur Sentral, 50470 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia on Monday, 29 May 2023 at 2:00 p.m.
The Notice of the 13th AGM, Proxy Form, 13th AGM Administrative Guide, Annual Report 2022 and this Circular can be downloaded at the website of the Company at https://www.velesto.com.
A member is entitled to attend and vote at the virtual meeting and is also entitled to appoint a proxy to attend and vote on his/her behalf. The Proxy Form must be either:
- deposited at the Share Registrar's office of Securities Services (Holdings) Sdn Bhd, at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur; or
- lodged via electronic means through the Securities Services e-Portal platform ("SS ePortal") at https://sshsb.net.my/or by fax to +603 2094 9940 or by email to eservices@sshsb.com.myno later than 27 May 2023 at 2:00 pm or at any adjournment thereof.
The lodging of the Proxy Form will not preclude you from participating and voting at the meeting should you subsequently wish to do so. Kindly refer to the Administrative Guide for the 13th AGM in order to register, participate and vote remotely via the remote participation and voting facilities.
Last date and time for lodging the Proxy Form Date and time of the 13th AGM
- Saturday, 27 May 2023, 2:00 p.m.
- Monday, 29 May 2023, 2:00 p.m.
Should you wish to participate at the 13th AGM, please register for remote participation electronically via the SS ePortal at https://sshsb.net.my/by 29 May 2023 at 2:00 p.m.
This Circular is dated 28 April 2023
DEFINITIONS
Except where the context otherwise requires, the following terms and abbreviations shall apply throughout this Circular:
2019 ESOS Circular | : Circular to the shareholders of VEB dated 2 October 2019 on the | |
establishment of the ESOS, which was approved by the shareholders of | ||
VEB on 31 October 2019 | ||
ABB | : Affin Bank Berhad (Registration No. 197501003274 (25046-T)) | |
Act | : | Companies Act 2016 |
Affin Hwang IB or | : Affin Hwang Investment Bank Berhad (Registration No. 197301000792 | |
Principal Adviser | (14389-U)), a wholly-owned subsidiary of ABB | |
AGM | : | Annual General Meeting |
Announcement | : Announcement dated 14 April 2023 in relation to the Proposed Granting | |
of ESOS Options | ||
BNRC | : Board Nomination and Remuneration Committee of VEB | |
Board | : The board of Directors of VEB | |
Bursa Securities | : | Bursa Malaysia Securities Berhad (Registration No. 200301033577 |
(635998-W)) | ||
By-Laws | : The rules, terms and conditions governing the ESOS as may be modified, | |
varied and/or amended from time to time | ||
CDS Account | : An account established by Bursa Depository for a depositor for the | |
recording of deposit and withdrawal of securities and for dealing in such | ||
securities by a depositor | ||
Circular | : This circular to the shareholders of VEB dated 28 April 2023 | |
Constitution | : The constitution of VEB | |
Deed Poll | : Deed poll constituting the Warrants dated 8 September 2017 | |
Director | : A natural person who holds a directorship in VEB or any company within | |
VEB Group, whether in an executive or non-executive capacity, and shall | ||
have the meaning given in Section 2(1) of the Capital Markets and | ||
Services Act 2007 as amended from time to time including any re- | ||
enactment thereof | ||
Eligible Person(s) | : | An Employee or Executive Director of the VEB Group (excluding |
subsidiary companies which are dormant) who meets the criteria of | ||
eligibility for participation in the ESOS in accordance with the By-Laws | ||
Employee | : A natural person who is employed by and on the payroll of any company | |
within the Group | ||
EPS | : | Earnings per Share |
ESOS | : VEB's employees' share option scheme, which was established on 1 | |
November 2019 and shall expire on 31 October 2024 |
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DEFINITIONS (CONT'D)
ESOS Option(s) | : The right of a Grantee to subscribe for VEB Shares at the Option Exercise | |||
Price pursuant to the acceptance of an Offer by an Eligible Person in | ||||
accordance with the By-Laws | ||||
ESOS Committee | : The BNRC or a committee comprising such persons appointed from time | |||
to time by the Board, which is authorised by the Board with the | ||||
responsibility of, among others, implementing, allocating and | ||||
administering the ESOS | ||||
Executive Director | : A Director who is on the payroll of the Group and is involved in the day- | |||
to-day management of the Group | ||||
FYE | : Financial year ended/ending, as the case may be | |||
Grantee | : An Eligible Person who has accepted the Offer in accordance with the By- | |||
Laws | ||||
Listing Requirements | : Main Market Listing Requirements of Bursa Securities | |||
LPD | : 31 March 2023, being the latest practicable date prior to the printing of | |||
this Circular | ||||
MFRS 2 | : Malaysian Financial Reporting Standards 2, on "Share-Based Payment" | |||
issued by the Malaysian Accounting Standards Board | ||||
NA | : | Net assets | ||
Offer | : A written offer made by the ESOS Committee to an Eligible Person to | |||
participate in the ESOS in accordance with the By-Laws | ||||
Option Exercise Price | : The price at which a Grantee shall be entitled to subscribe for each VEB | |||
Share upon exercise of the ESOS Options in accordance with the By- | ||||
Laws | ||||
Proposed Granting | of | : Proposed offer and granting of up to a maximum number of 11,400,000 | ||
ESOS Options | ESOS Options to Megat Zariman Abdul Rahim, under the ESOS | |||
RM and sen | : Ringgit Malaysia and sen respectively | |||
VEB or the Company | : Velesto Energy Berhad (Registration No. 200901035667 (878786-H)) | |||
VEB Group or Group | : VEB and its subsidiaries, collectively, and in the context of the ESOS, | |||
shall exclude subsidiaries which are dormant | ||||
VEB | Share(s) | or | : | Ordinary share(s) in VEB |
Share(s) | ||||
VWAP | : Volume weighted average price | |||
Warrant(s) | : Existing warrant(s) 2017/2024 of the Company. Each warrant holder is | |||
entitled to the right to subscribe for 1 Share at an exercise price of | ||||
RM0.395 per warrant |
References to "we", "us", "our" and "ourselves" are to the Company, and where the context otherwise requires, the subsidiaries of the Company. All references to "you" are to the shareholders of the Company.
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DEFINITIONS (CONT'D)
Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.
Any reference in this Circular to any statutes, rules, regulations or rules of the stock exchange is a reference to such statutes, rules, regulations or rules of the stock exchange currently in force and as may be amended from time to time and any re-enactment thereof.
Any reference to a time or date in this Circular shall be a reference to Malaysian time, unless otherwise stated.
Any discrepancy in the tables included in this Circular between the amounts listed, actual figures and the totals thereof are due to rounding.
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TABLE OF CONTENTS
PAGE
EXECUTIVE SUMMARY | v |
LETTER TO THE SHAREHOLDERS OF VEB IN RELATION TO THE PROPOSED GRANTING OF ESOS OPTIONS
1. | INTRODUCTION | 1 |
2. | DETAILS OF THE PROPOSED GRANTING OF ESOS OPTIONS | 2 |
3. | RATIONALE FOR THE PROPOSED GRANTING OF ESOS OPTIONS | 6 |
4. | UTILISATION OF PROCEEDS | 6 |
5. | EFFECTS OF THE PROPOSED GRANTING OF ESOS OPTIONS | 6 |
6. | HISTORICAL SHARE PRICES | 8 |
7. | APPROVALS REQUIRED | 8 |
8. | INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, PRESIDENT AND/OR | 8 |
PERSONS CONNECTED WITH THEM | ||
9. | DIRECTORS' STATEMENT AND RECOMMENDATION | 9 |
10. | ESTIMATED TIMEFRAME FOR COMPLETION | 9 |
11. | CORPORATE EXERCISE ANNOUNCED BUT PENDING COMPLETION | 9 |
12. | AGM | 9 |
13. | FURTHER INFORMATION | 10 |
APPENDICES
-
BY-LAWSIN RELATION TO THE ESOS
II FURTHER INFORMATION
III EXTRACT OF NOTICE OF THE 13TH AGM OF THE COMPANY
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Velesto Energy Bhd published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2023 03:56:04 UTC.