Mulpha Bhd : CIRCULAR TO SHAREHOLDERS IN RELATION TO:- PART A: I. PROPOSED RENOUNCEABLE TWO (2)-CALL RIGHTS ISSUE OF 1,066,826,679 NEW ORDINARY SHARES OF RM0.50 EACH IN MULPHA INTERNATIONAL BHD ("MULPHA") ("MULPHA SHARE(S)") ("RIGHTS SHARE(S)") ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING MULPHA SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER, AT AN INDICATIVE ISSUE PRICE OF RM0.50 PER RIGHTS SHARE, OF WHICH THE INDICATIVE FIRST CALL OF RM0.25 PER RIGHTS SHARE IS PAYABLE IN CASH

Circular/Notice to Shareholders

Date: 22 January 2016

Subject

CIRCULAR TO SHAREHOLDERS IN RELATION TO:- PART A: I. PROPOSED RENOUNCEABLE TWO (2)-CALL RIGHTS ISSUE OF 1,066,826,679 NEW ORDINARY SHARES OF RM0.50 EACH IN MULPHA INTERNATIONAL BHD ('MULPHA') ('MULPHA SHARE(S)') ('RIGHTS SHARE(S)') ON THE BASIS OF ONE (1) RIGHTS SHARE FOR EVERY TWO (2) EXISTING MULPHA SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER, AT AN INDICATIVE ISSUE PRICE OF RM0.50 PER RIGHTS SHARE, OF WHICH THE INDICATIVE FIRST CALL OF RM0.25 PER RIGHTS SHARE IS PAYABLE IN CASH ON APPLICATION AND THE INDICATIVE SECOND CALL OF RM0.25 PER RIGHTS SHARE IS TO BE CAPITALISED FROM THE SHARE PREMIUM RESERVES OF THE COMPANY ('PROPOSED RIGHTS ISSUE'); AND II. PROPOSED EXEMPTION TO YONG PIT CHIN, MOUNT GLORY INVESTMENTS LIMITED AND THE PERSONS ACTING IN CONCERT WITH THEM FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER FOR ALL THE REMAINING MULPHA SHARES NOT ALREADY HELD BY THEM UPON COMPLETION OF THE PROPOSED RIGHTS ISSUE PURSUANT TO PARAGRAPH 16.1 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 ('PROPOSED EXEMPTION') PART B: INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED SHAREHOLDERS OF MULPHA IN RELATION TO THE PROPOSED EXEMPTION

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