Background
Pimpinan Ehsan Berhad (“the Company” or “PEB”) was incorporated in Malaysia under the Companies Act,
1965 as a private limited company under the name, Pimpinan Ehsan Sdn. Bhd. on 28 June 2016. It was
converted to a public limited company on 6 September 2016 and the name of the Company was changed to
Pimpinan Ehsan Berhad. The Company was listed on the Main Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 3 May 2018 in place of TRIplc Berhad following the implementation of an internal restructuring exercise.
Bursa Securities, via its letter dated 16 May 2018, notified the Company that the Company is a Cash Company
pursuant to Paragraph 8.03(1) of the Main Market Listing Requirements of Bursa Securities (“MMLR”) upon
completion of the disposal of its principal subsidiary, namely TRIplc Berhad, to Puncak Niaga Holdings
Berhad. In this respect, the Company must comply with the provisions and requirements in Paragraph 8.03
and Practice Note 16 (“PN16”) of the MMLR.
Bursa Securities, via its letter dated 17 June 2021, had granted the Company an extension of time up to
31 December 2021 to submit a regularisation plan to the regulatory authorities. However, if in any event that the
Company is unable to submit a regularisation plan before 31 December 2021, the Company shall apply to Bursa
Securities for a further extension of time.
Corporate Updates
On 19 February 2021, Pitahaya (M) Sdn Bhd (“Offeror”), Lim Beng Guan (“Ultimate Offeror”), Choong
Khoong Liang, Dato’ Yew Soon Keong, Loh Chai Keong, Dato’ Siew Mun Wai, Cheah King Fui and Wong
Yien Kim (collectively known as parties acting in concert) acquired a total of 45,289,068 ordinary shares
in PEB representing approximately 65.5% of the equity interest in PEB, for a total cash consideration
of RM48,459,302.76 (excluding stamp duty and commission) or RM1.07 per Share via direct business
transactions. .
On the same day, the Board announced that it had received a notice of unconditional mandatory takeover
offer from Hong Leong Investment Bank Berhad and MIDF Amanah Investment Bank Berhad, on
behalf of the Offeror, to acquire all the remaining ordinary shares not already held by the Offeror, the
Ultimate Offeror and the parties acting in concert, for a cash consideration of RM1.07 for each Offer
Share.
The unconditional mandatory take-over offer was completed on 2 April 2021. The Offeror has received valid acceptances for 1,840 shares in PEB
The Board has also announced on 19 February 2021, that the Company had entered into a Heads of Agreement (“HOA”) with reNIKOLA Sdn Bhd, Boumhidi Abdelali and YAM Tengku Zaiton Ibni Sultan Abu Bakar (collectively, the “Vendors”) in relation to the proposed acquisition by PEB of the entire equity interests in:
i) reNIKOLA (Arau) Sdn Bhd;
ii) reNIKOLA (Gebeng) Sdn Bhd;
iii) reNIKOLA (Pekan) Sdn Bhd;
iv) RE Gebeng BKH Sdn Bhd; and
v) reNIKOLA Solar Sdn Bhd,
(collectively, the “Target Companies”)
from the Vendors for a total purchase consideration which to be determined based on the valuation to be
appraised by an independent valuer, and to be satisfied via the issuance of new ordinary shares at an issue
price of RM1.07 per Share (“Proposed Acquisition”).
The Proposed Acquisition is conditional upon the Company and the Vendors executing a definitive share
sale agreement (“SSA”) for the Proposed Acquisition no later than 6 months from the date of the HOA or
such later date as mutually agreed between the parties.
Upon completion of the Proposed Acquisition, the Target Companies shall become wholly-owned
subsidiaries of PEB. The Proposed Acquisition is intended to form part of the Company’s overall
regularization plan to regularize its condition as a Cash Company in accordance with Paragraph 8.03(5) of
the MMLR of Bursa Securities.
The Proposed Acquisition is a strategic move for the regularisation plan as it enables the Company the access
to the fast-growing renewable energy sector and its sizeable portfolio of solar assets. The new business will
fuel growth and contribute sustainable recurring income streams to the Company.