Payment Scheme (Scheme) as directed by the Securities Commission (SC) in connection with the Mandatory Take-over Offer (Offer) by Malayan United Industries Berhad (MUI) for the remaining shares in Pengkalen Holdings Berhad (Pengkalen)

Kuala Lumpur, 10 December 1996

1. Notice is hereby given that the SC has finalised the basis of compensation under the Scheme.

2. Under the Payment Scheme, MUI shall pay the parties identified as being eligible (Eligible Parties) the difference between the Offer price of RM6.40 and
    1. the higher of RM4.04 and the sale price in respect of the parties who have sold their Pengkalen Shares between 25 April 1996 and 3 May 1996; or
    2. the higher of RM5.10 and the sale price in respect of the parties who have sold their Pengkalen Shares between 4 May 1996 and 25 June 1996; or
    3. the higher of RM6.20 and the sale price in respect of the parties who have sold their Pengkalen Shares between 26 June and 1 July 1996.
3. Eligible Parties
3.1 The Eligible Parties are:-
    1. sellers of Pengkalen Shares who have made their respective sales during the periods referred to in (2) above, on the open market through the Kuala Lumpur Stock Exchange (KLSE) but excluding any off-market transactions other than those reported to the KLSE; and
    2. parties which have during the period commencing 25 April to 1 July 1996 (Relevant Period) sold Pengkalen Shares to the MUI Group.
3.2 Payment will not be made to the following parties or in respect of the following transactions:-
    1. parties if any, who may be acting in concert with MUI;
    2. such other parties as may be determined by the SC; and
    3. such transactions as may be determined by the SC.
4. Claims Procedure
4.1 All claims under the Scheme by Eligible Parties referred to in Section 3.1(a) (Group A Claimants) shall be made through brokers through whom the Group A Claimants have sold their Pengkalen Shares in the Relevant Period (Selling Brokers).
4.2 All claims under the Scheme by Eligible Parties referred to in Section 3.1(b) (Group B Claimants) shall be made through brokers (Buying Brokers) from whom the MUI Group bought their Pengkalen Shares in the Relevant Period.
4.3 A Group A Claimant shall not also be a Group B Claimant and vice-versa.
4.4 Each claimant is required to submit to the broker through whom it makes a claim under the Scheme a claim form to be obtained from such broker in the form prescribed by MUI and shall be accompanied by the following documents:-
a. original sale contract note(s);
b. a statutory declaration in the form prescribed by MUI to be obtained from the broker through whom the claim is made;
and when appropriate,
c. original copies of CDS statement showing movement in Pengkalen Shares during the Relevant Period.
4.5 Each broker shall submit to the verification auditors KPMG Peat Marwick (the Verification Auditors) all claims made through such broker together with all accompanying documentary evidence in support of such claims and a statutory declaration in the form prescribed by MUI.
5. Categories entitled to compensation
5.1 Claimants who sold shares which were purchased before 25 April 1996 during the Relevant Period will be compensated for all sale transactions claimed during the Relevant Period.
5.2 The following categories of claimants will be subject to the basis as prescribed in Section 5.3:-
    1. claimants who bought and sold shares during the Relevant Period;
    2. claims by nominee accounts; and
    3. claimants who attached CDS statements which did not show the full movement of Pengkalen shares during the Relevant Period.
5.3 The basis of compensation for the categories defined in Section 5.2 is as follows:-
  1. each claimant will be entitled to the maximum compensation for one trading day during the Relevant Period.
  2. for claimants with more than one CDS account, each CDS account will be entitled to the compensation as set out in (a).
Claimants will be entitled to appeal if they can substantiate that the shares in respect of which the claims are made were held before 25 April 1996 as per Section 5.1.
6. Categories not entitled to compensation
  1. claimants who did not enclose the documentation required as per Section 4.4;
  2. claimants deemed by the SC to fall into any of the categories stated in Section 3.2;
  3. late applications;
  4. claims in respect of transactions in which the sale price is equal to or greater than RM6.40; and
  5. claims in respect of shares sold out of the Relevant Period.
7. Period of Appeal
7.1 The period of appeal will commence from the day after the date of this announcement and will close in thirty (30) calendar days. All appeals must be lodged with the Verification Auditors KPMG Peat Marwick at the address as stated in Section 9.
7.2 Any appeals received after the closure date will not be entertained.
8. Settlement of Claims
8.1 Settlement of claims shall be made to the brokers through whom claims are made by claimants within fourteen (14) days from the date of this announcement. Receipt of such payment by the broker shall constitute a valid and effectual discharge of MUI's obligations to the claimants and MUI shall not be obliged to see to the application by the broker of funds paid to it under the Scheme.
8.2 Remittances in the form of cheques drawn on a bank in Kuala Lumpur will be sent to brokers through whom entitled claimants make their claims under the Scheme by ordinary post at the risk of the persons entitled thereto.
8.3 All claims are made at the sole cost and expense of the claimants and the claimants shall not be entitled to any reimbursements of any cost incurred. The broker through whom claims are made by claimants will be entitled up to a maximum of 1% service charge on successful claims only.
9. Enquiries will be opened for a period of fourteen (14) calendar days from the date of this announcement and shall be addressed to :
The Verification Auditors
Payment Scheme - Pengkalen Holdings Berhad
KPMG Peat Marwick
4th Floor, Wisma Perdana
Jalan Dungun, Damansara Heights
50490 Kuala Lumpur
Telephone No. 2524627/2524628/2524629
(Monday to Friday : 9.00 am to 12.30 pm, 1.30 pm to 5.00 pm)
10. Definitions
10.1 For the purposes of this scheme, the following expressions shall have the following meanings:-
"brokers" means brokers which are licensed dealers within the meaning of the Securities Industry Act, 1983.
"CDS" means the Central Depository System of Malaysia.
"claimant" means a person making a claim for payment under this scheme.
"MUI Group" means Malayan United Industries Berhad and its subsidiaries.


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