Reference is made to the Company’s announcements dated 20 March 2024 and 16 October 2024 in relation to the heads of agreement with Chin Kok Tian, Yan Hua Lan, Tan Ah Tek, Gan Chuan Lee, Tey Chee Shin, Tan Tai Chong and Lau Sie Khian (collectively referred to as the “Vendors”) for the proposed acquisition of the entire equity interest in Eramas Global Group Sdn Bhd.

On 27 December 2024, the Company entered into a conditional share sale agreement with the Vendors for the Proposed Acquisition (as defined below).

On behalf of the Board of Directors of SCGM, Inter-Pacific Securities Sdn Bhd wishes to announce that the Company proposes to undertake the following:-

(i)         proposed cash distribution of approximately RM48.14 million or RM0.25 per ordinary share in SCGM (“SCGM Share”) held by the shareholders of SCGM on an entitlement date to be determined and announced at a later date (“Proposed Special Dividend”);

(ii)        proposed acquisition by SCGM of the entire equity interest in Eramas Global Group Sdn Bhd from the Vendors for a total purchase consideration of RM207.94 million which will be fully satisfied through the issuance of 569,698,630 new SCGM Shares at an issue price of RM0.365 each (“Proposed Acquisition”);

(iii)       proposed offer for sale by the Vendors of up to 95,300,000 SCGM Shares to Bumiputera investors approved or recognised by the Ministry of Investment, Trade and Industry, institutional investors and selected investors at an offer price of RM0.365 each (“Proposed Offer for Sale”); and

(iv)       proposed exemption under subparagraph 4.08(1)(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions issued by the Securities Commission Malaysia for the Vendors and persons acting in concert with them from the obligation to undertake a mandatory take-over offer to acquire the remaining SCGM Shares not already owned by them upon completion of the Proposed Acquisition (“Proposed Exemption”),

(collectively referred to as the “Proposed Regularisation Plan”).

Please refer to the attachment for further details on the above.

This announcement is dated 27 December 2024.