The Securities Commission Malaysia (“SCM”) had on 11.12.2018 directed AHB to issue this corrective disclosure in order to update the investors that based on SCM’s findings, there are false or misleading statement in the PPM 2015 and 2018 which are as follows:
In respect of PPM 2015:
- At pages 8 and 14 of the PPM, AHB had stated that “The present authorized share capital of ACE Credit (M) Sdn Bhd is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each, all of which have been issued and are fully paid up” (“Statement 1”). Statement 1 is hereby corrected to the effect that “The present authorized share capital of ACE Credit (M) Sdn Bhd is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each, of which 50,000,000 ordinary shares of RM1.00 each have been issued and are fully paid up”;
- On the cover page, pages 5, 6, 8, 10, 11 and 48 of the PPM AHB had stated that “the Company currently proposes to raise capital of RM250.0 million from prospective investors via the issuance of RPS to provide equity financing to ACSB, its wholly-owned subsidiary”. As at 16.1.2018, AHB had successfully raised RM586,555,000-00 from the private placement, despite the original target AHB set was RM250,000,000-00. The RM250,000,000-00 was successfully raised on 1st March 2017. There is no supplemental memorandum/ notice issued by AHB prior to making invitation or offer to subscribe for more than RM250 million.
- At page 12 of the PPM, item 1.5 states that “ACSB offers potential subscribers a stable investment in the consumer credit industry with secured dividends from a growing cash flow that is supported by a recurring income business model in line with the growing income and rising standard of living”. Item 1.6 states that “AHB provides investors a unique investment opportunity in consumer credit industry”.
and in respect of PPM 2018:
- At page 27 of the PPM, AHB had stated that “AHB proposed to raise RM250 million from prospective shareholders for the purpose of expanding its business in the credit and leasing industry” and that “AHB succeeded in raising the full RM250 million in less than 2 years” (“Statement 1”). Statement 1 is hereby corrected to the effect that “AHB had proposed to raise RM250 million from prospective shareholders for the purpose of expanding its business in the credit and leasing industry, and AHB had succeeded in raising RM586,555,000-00. However, AHB did not issue any supplemental memorandum and/or notice prior to any invitation or offer on subscription of redeemable preference shares of more than RM250 million.”
- At page 9 & 25 of the PPM, it was stated that AHB proposed to utilize the fund solely for investment in Islamic credit and leasing industry, Islamic capital market activities and Islamic pre-IPO investments.
We wish to highlight that AHB issues this letter pursuant to SCM's directive, AHB holds the view that the paragraphs above were done with best interest of the company and subscribers.
In the light of our mistake as above, AHB shall provide an unconditional corporate guarantee backed by unencumbered assets in relation to your subscription of RPS based on the PPM, in which the corporate guarantee is as attached for your perusal. This corporate guarantee is to guarantee any failure of AHB redeeming your RPS upon Maturity Date (as defined in the PPM) at the Redemption Price (as defined in the PPM).
In addition to the corporate guarantee as above, we are also offering you an early unconditional option to redeem, without any penalty, part or all your RPS at the Redemption Price (as defined in the PPM). If you wish to exercise the option as stated herewith, please complete the form as attached and deliver the completed form to AHB within twenty-one (21) days from the date stated above. The option offered shall lapse in the event AHB does not receive the completed form within twenty-one (21) days from the date started above. All completed forms are to be returned by hand, registered mail, facsimile or emails as follows:
Address: Level 17, BO1-A, Menara 2, No. 3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, Malaysia.
Fax No: +603 2202 2244
Email Address: email@example.com
Attention to: Mr Calvin Choong
Please note that AHB's redemption of your RPS shall be completed no later than 31st October 2019 in the event you wish to exercise the option as above. You shall be entitled to all interests and/or dividend due prior to the completion of redemption of your RPS by AHB.
In the event you do not wish to exercise the option as stated above, we thank you for your continued confidence in AHB. We will continue to strive to deliver a quality return of investment to you as promised in the PPM.