News

We refer to the announcements made on 27 May 2022, 15 June 2022 and 21 September 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions set out in the Announcements shall apply herein.

On behalf of the Company, TA Securities wishes to announce that the Company intends to revise the structure of the Proposals (as announced by the Company on 27 May 2022) as follows:

1. Proposed Private Placement

Proposed Private Placement will be undertaken based on 50,000,000 Placement Shares to be issued instead of between 40,000,000 Placement Shares and 50,000,000 Placement Shares.

2. Proposed Rights Issue

The basis for the Proposed Rights Issue is revised to 2 Rights Shares for every 3 existing MClean Shares together with 3 Warrants for every 4 Rights Shares subscribed instead of 2 Rights Shares for every 1 existing MClean Share together with 3 Warrants for every 4 Rights Shares subscribed.

3. Proposed Acquisition

On 4 November 2022, MClean, MClean Precision and the Vendors had entered into a supplemental share sale agreement to vary certain terms of the share sale agreement dated 27 May 2022 (“SSA”) between MClean, MClean Precision and the Vendors for the acquisition of the Sale Shares pursuant to the Proposed Acquisition (“Supplemental SSA”). Pursuant to the Supplemental SSA, the proportion of payment of the Purchase Consideration in total of RM135.00 million will be based on the following basis:

(a) cash of RM18.00 million;

(b) 329,318,178 Consideration Shares (equivalent to RM72.45 million); and

(c) 202,499,998 ICPS (equivalent to RM44.55 million).

4. Proposed Constitution Amendments

No other changes to the Proposed Constitution Amendments save for the number of ICPS to be issued pursuant to the Proposed Acquisition will be 202,499,998 ICPS instead of up to 107,944,223 ICPS.

5. Proposed Exemption

Due to the revisions made to the Proposed Private Placement, Proposed Rights Issue and the Proposed Acquisition, the Proposed Exemption has been revised to take into consideration the movement in the shareholdings of JCS Group Pte Ltd, YHH and the PACs after the completion of the Proposed Rights Issue and the Proposed Acquisition. Therefore, JCS Group Pte Ltd, YHH and the PACs will require to sought for the approval for the Proposed Exemption from the obligation to undertake a mandatory take-over offer for all the remaining MClean securities not already held by them after the Proposed Acquisition instead of after the completion of the Proposed Rights Issue.

Please refer to the attachment for further details of the Proposals.

This announcement is dated 4 November 2022.