On 26 May 2026, on behalf of the Board of Directors of TXB ("Director(s)") ("Board"), TA Securities Holdings Berhad ("TA Securities") announced that the Company proposes to undertake the following proposals:
(i) proposed reduction of RM38.00 million of the Company's issued share capital pursuant to Section 117 of the Companies Act 2016 ("Proposed Share Capital Reduction");
(ii) proposed settlement of debts amounting to approximately RM1.17 million owing by TXB to certain creditors to be satisfied entirely via the allotment and issuance of 77,710,000 new ordinary shares in TXB ("TXB Shares" or "Shares") ("Settlement Shares") at an issue price of RM0.015 per Settlement Share ("Proposed Debt Settlement");
(iii) proposed private placement of up to 111,484,300 new TXB Shares, representing up to 30% of the total number of issued TXB Shares (excluding treasury shares, if any) at an issue price to be determined later;
(iv) proposed termination of the existing employees' share option scheme ("ESOS") of up to 15% of the total number of issued Shares (excluding treasury shares, if any) for the eligible employees as well as executive and non-executive Directors of the Company and its subsidiaries (collectively referred to as "TXB Group" or "Group") (excluding dormant subsidiaries), which was established on 1 October 2021 and will expire on 30 September 2026 ("Proposed ESOS Termination"); and
(iv) proposed establishment of a new ESOS of up to 15% of the total number of issued Shares (excluding treasury shares, if any) for the eligible employees and Directors of the Group (excluding dormant subsidiaries and foreign subsidiaries incorporated out of Malaysia, if any) ("Proposed ESOS").
Subsequent to the above, on behalf of the Board, TA Securities wishes to announce that the Company and the creditors whom are the parties to the settlement agreements dated 26 May 2026 in relation to the Proposed Debt Settlement ("Settlement Agreements") had on 13 July 2026, mutually agreed to terminate the Settlement Agreements. As a result, the Company will not proceed with the Proposed Debt Settlement and the maximum number of new Shares to be issued under the proposed private placement is revised accordingly.
Furthermore, on behalf of the Board, TA Securities wishes to announce that, after further deliberation, the Company has decided not to proceed with the Proposed ESOS Termination and Proposed ESOS at this juncture, and may revisit the matters in the future, as and when deemed appropriate.
As such, the proposals announced by the Company on 26 May 2026 will be revised as follows:
(i) Proposed Share Capital Reduction; and
(ii) proposed private placement of up to 88,171,300 new TXB Shares, representing up to 30% of the total number of issued TXB Shares (excluding treasury shares, if any) ("Placement Shares") at an issue price to be determined later ("Proposed Private Placement");
The details of the Proposed Share Capital Reduction and Proposed Private Placement are set out in the attachment below.
This announcement is dated 13 July 2026.