Reference is made to the announcements dated 20 March 2024, 16 October 2024, 27 December 2024, 30 December 2024, 31 December 2024 and 8 May 2025 (“Announcements”). Unless otherwise defined, capitalised terms used in this announcement shall have the same meanings as defined in the Announcements.

On behalf of the Board of Directors of SCGM, Inter-Pacific Securities Sdn Bhd wishes to announce that the Securities Commission Malaysia (“SC”) had, vide its letter dated 29 May 2025 (which was received on 30 May 2025), informed that:-

(i)         the application in relation to the Proposed Regularisation Plan (save for the Proposed Exemption) has been approved by the SC under Section 214(1) of the Capital Markets and Services Act 2007, subject to the terms and condition as contained in Section 1 below; and

(ii)        the application under the Bumiputera equity requirement for public listed companies pursuant to the Proposed Regularisation Plan has been approved, subject to SCGM allocating shares equivalent to 12.5% of its enlarged number of issued shares upon completion of the Proposed Regularisation Plan to Bumiputera investors to be approved by the MITI.

1.         Terms and condition for approval

The approval by the SC for the Proposed Regularisation Plan, as contained in the SC’s letter dated 29 May 2025, is subject to the following terms and condition:-

1.1       Terms

(i)         Proposed cash distribution of approximately RM48.1 million or RM0.25 per SCGM Share held by relevant shareholders of SCGM on an entitlement date to be determined and announced later after approvals have been obtained from the relevant authorities and SCGM’s shareholders for the Proposed Regularisation Plan;

(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 approximately RM207.9 million which will be fully satisfied through the issuance of 569,698,630 new SCGM Shares (“Consideration Shares”) at an issue price of RM0.365 per Consideration Share;

(iii)        Proposed offer for sale by the Vendors of up to 95,300,000 SCGM Shares (“Offer Shares”) to Bumiputera investors approved or recognised by the MITI, institutional and selected investors at an offer price of RM0.365 per Offer Share;

(iv)        Proposed exemption under subparagraph 4.08(1)(a) of the Rules on Take-overs, Mergers and Compulsory Acquisitions for the Vendors and persons acting in concert with the Vendors 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; and

(v)        Listing of and quotation for 569,698,630 new SCGM Shares to be issued pursuant to the Proposed Acquisition on the Main Market of Bursa Malaysia Securities Berhad.

1.2       Condition

Inter-Pacific Securities Sdn Bhd and SCGM to fully comply with the requirements of the SC’s Equity Guidelines and Bursa Malaysia Securities Berhad’s Main Market Listing Requirements pertaining to the implementation of the Proposed Regularisation Plan.

This announcement is dated 30 May 2025.