Terms Of The Proposed Merger
3.1.1 Scheme Of Arrangement
The Proposed Merger will be implemented through a scheme of arrangement under
Section 176 of the Act. For the purpose of the scheme of arrangement, a newly
incorporated company will be formed (“Newco”) to facilitate the Proposed Merger.
3.1.2 Exchange Of Securities
Shares in IJM Land and MRCB will be exchanged for securities in Newco or a
combination of securities in Newco and cash. The exchange will be determined
based on RM3.65 per Share in IJM Land (“IJM Land Share”) and RM2.30 per
Share in MRCB (“MRCB Share”).
The exchange will also apply to IJM Land Shares to be issued from convertible
securities and MRCB Shares to be issued for the exercise of options granted or to be
granted pursuant to MRCB’s Employee Share Option Scheme 2007.
The Proposed Merger will include a scheme for the warrant holders of IJM Land in
compliance with the terms of its constituting deed poll.
3.1.3 Listing Status
Newco is to be admitted to the Official List of Bursa Securities upon completion of
the Proposed Merger, in place of IJM Land and MRCB.