KUCHING: Supreme Consolidated Resources Bhd has proposed to transfer its listing from the LEAP Market to
ACE Market of Bursa Malaysia Securities Bhd (Bursa Securities).
The company’s board of directors has agreed on the proposed transfer of listing after deliberating on the proposal received from several shareholders, including BNDM Incorporated Holdings Sdn Bhd (owns 40.67% equity interest), Lim Ah Ted (26.25%) and Datuk Richard Wee Liang Huat (0.58%). Other proposers were Ting Ing Thai, Brandon Wee Wei Xuan, Ting Ing Soon, Lim Hang Min and Terence Lim Tze Yung. Collectively, they own 76.33% stake (91.6 million shares) in Supreme.
“The board will take the necessary steps to implement the proposed transfer of listing. To facilitate the implementation of the transfer of listing, the company proposes to adopt a new constitution for the company,” Supreme said in a filing with Bursa Malaysia.
Kuching-based Supreme is a fully integrated fast moving consumer goods-based company engaged in the import, trading and distribution of frozen, chilled, dairy and dry food products in Sarawak and Sabah. The company was listed on the LEAP Market in January 2019.
Supreme said the company, on behalf of the proposers, will apply for exemptions from Bursa Securities from having to comply with the requirement for the proposers to extend an “exit offer” to the remaining shareholders of the company, and for the company to appoint an independent adviser to advise and make recommendations for the considerations of the shareholders and holders of any other class of listed securities, if applicable, in connection with the withdrawal of its listing from the LEAP Market, as well as the fairness and reasonableness of the exit offer.
“Accordingly, the company will procure the irrevocable and unconditional written undertakings from the remaining shareholders to support the proposed exemptions (undertaking letters).
“The undertaking letters will indicate that the remaining shareholders shall continue to hold and not dispose or transfer or reduce their respective shareholdings in the company until the completion or termination of the proposed withdrawal of listing,” it added.
The remaining shareholders jointly hold 28.4 million shares (23.67%) in Supreme.
According to Supreme, the proposed listing entails the listing and quotation for the entire enlarged issued share capital of the company on the ACE Market. As at Sept 27, 2023, Supreme’s issued share capital is RM59,866,944 comprising 120 million ordinary shares.
The proposed listing will also entail issuance of new shares to the general public subject to approval and conditions from Bursa Securities, the Securities Commission Malaysia (SC), the Ministry of Investment, Trade and Industry (MITI) and any other relevant authorities, where applicable.
The proposed issuance is to ensure that the company meets a public shareholding spread of at least 25 per cent of the total number of listed shares (excluding treasury shares) to be in the hands of a minimum number of 200 public shareholders holding not less than 100 shares each.
Supreme proposes to adopt a new constitution to substitute its existing constitution in its entirety to facilitate the implementation of the proposed transfer of listing and to be in line with the ACE Market Listing Requirements.
On the rationale to transfer the listing to ACE Market, Supreme said its board of directors is of the view that the move will provide the company with access to bigger fund raising platform to support its expansion plan in order to realise its long-term growth potential.
“The board also believes that the proposed listing will further enhance the company’s prestige, credibility and reputation and accord it with greater recognition from various stakeholders, including its employees, customers, suppliers, business associates, financial institutions as well as investors.
“The proposed listing is also expected to increase the liquidity and marketability of the shares upon the listing on the ACE Market of Bursa Securities,” it added.
Supreme will convene an extraordinary general meeting (EGM) to seek shareholders’ approval for the proposed transfer of listing (including the waiver of pre-emptive rights under Section 85(1) of the Companies Act 2016) as well as the proposed adoption of a new company constitution.
The company will seek approval of Bursa Securities for the proposed withdrawal of listing from the LEAP Market, and for the admission of the company to the official list and listing of and quotation for the entire enlarged issued share capital of the company on the ACE Market.
Approvals are also required from SC Equity Compliance Unit for the resultant equity structure after the proposed transfer of listing, and MITI for the new shares to be allocated to Bumiputera investors in relation to the proposed issuance.
Subject to all the approvals being obtained, Supreme expects the completion of the proposal to list on ACE Market in fourth quarter of 2024.
Kenanga Investment Bank Bhd is the principal adviser to the company’s proposals.
