16th Dec 2015 17:19
LONDON (Alliance News) - Resource Holding Management Ltd Wednesday said whilst it is committed to the participation of its wholly-owned subsidiary RedHot Media International Ltd in a proposed rights issue by PUCF Founder (MSC) Berhad, it is currently considering the merits of a potential reverse takeover to effect its participation in the rights issue.
Additionally, it is evaluating the rationale or maintaining an AIM listing in light of the "significant expenses and management time" involved in maintaining the listing.
RedHot Media currently has a 41.58% stake in PUCF, as well as 36.2 million warrants to subscribe for new shares. It has provided PUCF with a binding irrevocable undertaking to subscribe for MYR28 million in the proposed rights issue, which would be classified as a reverse takeover under AIM rules.
AIM rules require that to complete its participation in the rights issue it must, amongst other things, publish an AIM admission document containing a notice of general meeting of the company, and would also be subject to shareholder approval. The company's shares were suspended from trading in August, and will remain suspended until either this AIM admission document is published, or it is announced that the proposed rights issue is not proceeding.
If the suspension of trading of its shares is not lifted within six months its shares will be cancelled from trading on AIM.
Tuesday the company received a letter from Innokiosk Technologies Sdn Bhd and Santerno Investments Ltd, who hold a combined 11.6% stake in the company. The letter was regarding a purported requisition to convene an extraordinary general meeting to propose the resolutions to approve RedHot Media's participation in the rights issue. The company is currently seeking advice in relation to the validity of the purported requisition.
Resource Holding emphasised that, unless an AIM admission document with a notice of a general meeting is published in advance, the passing of resolutions at any general meeting, as contemplated in the letter, will not lead to the suspension of its shares being lifted. It is considering the merits of a reverse takeover to take part in the rights issue in light of the "significant expenses, complexity and timeline" of its subscription in the rights issue.
The company said that it is the opinion of its board that the publication of an AIM admission document would not provide "any material additional information" on PUCF that shareholders would not already know as it is not a new investment.
The proposed PUCF rights issue is subject to regulatory approval in Malaysia, which is estimated to complete in the first quarter of 2016.
By Hana Stewart-Smith; [email protected]; @HanaSSAllNews
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