–              PROPOSED DIVERSIFICATION

–              PROPOSED SHAREHOLDERS’ MANDATE

(COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

On behalf of the Board of Directors of MESB, KAF Investment Bank Berhad wishes to announce that the Company is proposing to undertake the following proposals:

(i)         proposed diversification of the existing business of the MESB and its subsidiaries (“MESB Group“) to include the collection and recycling of wastepaper, plastics scrap and scrap ferrous metal (“Proposed Diversification”); and

(ii)        proposed shareholders’ mandate for recurrent related party transactions expected to be entered into by the MESB Group with related parties pursuant to the Proposed Diversification.

Kindly refer to the attached document for the complete announcement.

MESB – Announcement dated 15.1.2021

This announcement is dated 15 January 2021.

We refer to the Company’s announcements made on 26 August 2019, 4 September 2019, 18 October 2019, 6 November 2019, 12 February 2020, 25 March 2020, 18 May 2020, 2 December 2020, 16 December 2020 and 11 January 2021 (“Previous Announcements”).

For ease of reference, the terms and abbreviations used in the Previous Announcements shall be adopted herein.

The Board of the Company wishes to announce that the Court of Appeal has fixed a case management for Enclosure 16 on 26 February 2021.

This announcement is dated 14 January 2021.

We refer to the Company’s announcements made on 26 August 2019, 4 September 2019, 18 October 2019, 6 November 2019, 12 February 2020, 25 March 2020, 18 May 2020, 2 December 2020 and 16 December 2020.

The Board of the Company wishes to announce that the Company had on 8 January 2021 filed a notice of appeal to the Court of Appeal for Enclosure 16. On the same day, the Company received a notice of application for discovery proceeding from Zelleco Engineering Sdn Bhd.

Further to the case management on the even date, the Court has fixed for a case management on 19 February 2021.

This announcement is dated 11 January 2021

Major/Field of Study

Federal Institute of Technology

Upon graduating with a Diploma in Civil Engineering from the Federal Institute of Technology (FIT) in 1990, he joined his family’s construction business erecting factory buildings and warehouses for a public listed paper mill group of companies. In 1995, he steered the construction company into various residential, commercial and industrial development projects in Selangor and Penang states.

Apart from the construction activities, Mr. Wong also owns other businesses such as trading; recycling and paper roll rewinding services; transportation and workshop; and F&B.

Mr Wong is currently a Non-independent Non-Executive Vice Chairman of Lotus KFM Berhad. Mr. Wong currently also sits on the board of several private limited companies.

Directorships in public companies and listed issuers (if any)

Family relationship with any director and/or major shareholder of the listed issuer

Any conflict of interests that he/she has with the listed issuer

Details of any interest in the securities of the listed issuer or its subsidiaries

Direct Interest – 35,507,898 Ordinary Share (33.467%)

We refer to the Company’s announcements made on 26 August 2019, 4 September 2019, 18 October 2019, 6 November 2019, 12 February 2020, 25 March 2020 and18 May 2020.

The Board of Directors of the Company wishes to announce that the Court has fixed a new decision date on 16 December 2020.

The Company will make further announcement on any material development arising from the above matter as and when necessary.

This announcement is dated 2 December 2020.

Financial Year End

Quarter

Quarterly report for the financial period ended

The figures

INDIVIDUAL PERIOD

CUMULATIVE PERIOD

CURRENT YEAR QUARTER

PRECEDING YEAR
CORRESPONDING
QUARTER

CURRENT YEAR TO DATE

PRECEDING YEAR
CORRESPONDING
PERIOD

Profit/(loss) before tax

Profit/(loss) for the period

Profit/(loss) attributable to ordinary equity holders of the parent

Basic earnings/(loss) per share (Subunit)

Proposed/Declared dividend per share (Subunit)

AS AT END OF CURRENT QUARTER

AS AT PRECEDING FINANCIAL YEAR END

Net assets per share attributable to ordinary equity holders of the parent ($$)

0.7100

0.76

The Board wishes to announce that the Company has today, received a press notice from KAF IB, on behalf of the Joint Offerors, informing that the Offer has closed at 5.00 p.m. (Malaysian time) on 23 November 2020 (“Closing Date”).

In accordance with Paragraph 13.01 of the Rules, the detailed disclosure of level of acceptances of the Offer as at 5.00 p.m. (Malaysian time) on the Closing Date is set out in the attached press notice.

Please refer to the attached press notice for further details.

Press Notice – Closing Offer

To approve continuing in Office for Encik Saffie Bin Bakar as an Independent Non-Executive Director.

To approve continuing in Office for Encik Saffie Bin Bakar as an Independent Non-Executive Director.

The details of the Proposed Amendment will be set out in the notice of the forthcoming Annual General Meeting of MESB that will be issued to the shareholders in due course.

This announcement is dated 27 October 2020

Nationality/Country of incorporation

Name of registered holder

Address of registered holder

Circumstances by reason of which a person ceases to be a substantial shareholder

Date notice received by Listed Issuer

Nationality/Country of incorporation

Name of registered holder

Circumstances by reason of which a person ceases to be a substantial shareholder

Date notice received by Listed Issuer

Nationality/Country of incorporation

Name of registered holder

No of securities disposed

Circumstances by reason of which a person ceases to be a substantial shareholder

Nature of interest

Nationality/Country of incorporation

Address of registered holder

Circumstances by reason of which a person ceases to be a substantial shareholder

Date notice received by Listed Issuer

Nationality/Country of incorporation

Name of registered holder

No of securities disposed

Circumstances by reason of which a person ceases to be a substantial shareholder

Date notice received by Listed Issuer

Name of registered holder

Description of “Others” Type of Transaction

Name of registered holder

Description of “Others” Type of Transaction

Nationality/Country of incorporation

(ii) Acquisition of 2,455,500 ordinary shares via direct business transaction; and

(iii) Acquisition of 604,700 ordinary shares via direct business transaction.

                           ———————————–

                 Total: 4,560,200 ordinary shares

                           ====================

– CONDITIONAL MANDATORY TAKE-OVER OFFER FROM KAF INVESTMENT BANK BERHAD ON BEHALF OF WONG SAK KUAN AND YAU MING TECK (“JOINT OFFERORS”) (OFFERS)

In accordance with Paragraph 3.06 of the Rules on Take-Overs, Mergers and Compulsory Acquisitions (“Rules”), the Board has appointed DWA Advisory Sdn. Bhd. as the Independent Adviser to advise the non-interested directors and shareholders of MESB on the fairness and reasonableness of the Offers. The appointment is subject to the clearance of eligibility by Securities Commission Malaysia.

The Board also wishes to announce that the Company does not intend to seek an alternative person to make a take-over offer for the Offer Shares and Offer Warrants.

This announcement is dated 13 October 2020.

Name of registered holder

Description of “Others” Type of Transaction

Circumstances by reason of which change has occurred

Indirect/deemed interest (units)

Total no of securities after change

Date notice received by Listed Issuer

– RECEIPT OF NOTICE OF CONDITIONAL MANDATORY TAKE-OVER OFFER FROM KAF INVESTMENT BANK BERHAD ON BEHALF OF WONG SAK KUAN AND YAU MING TECK (“JOINT OFFERORS”)

1. all the remaining ordinary shares in MESB not already owned by the Joint Offerors and such number of new ordinary shares in MESB that may be issued and allotted prior to the closing of the Offer arising from the exercise of the outstanding warrants in MESB (“Offer Shares”); and
2. all the remaining warrants in MESB not already owned by the Joint Offerors (“Offer Warrants”),

for a cash offer price of RM0.315 per Offer Share and RM0.015 per Offer Warrant (“Offer”).

A copy of the Notice is attached herewith and the same will be posted to all holders of the Offer Shares and Offer Warrants within seven (7) days from the date of this announcement.

This announcement is dated 12 October 2020.

Attachment: MESB – Notice of Conditional Mandatory Take-Over