1. INTRODUCTION
The Board of Directors of Waja ("Board”) wishes to announce that Waja has triggered the Prescribed Criteria of paragraphs 2.1(b) and 2.1(c) of Guidance Note 3 (“GN3”) of the ACE Market Listing Requirements (“Bursa Securities”) (“Listing Requirements”), whereby:-
(i) Waja has incurred an loss attributable to owners of RM44.03 million for the financial period ended (“FPE”) 30 June 2023 which exceeded the amount of its shareholders' equity of RM37.20 million at the end of the said financial year and the shareholders’ equity of RM37.20 million is less than 50% of the share capital of RM113.36 million of the Company at the end of the said financial year;
(ii) Waja has incurred aggregated losses of RM68.59 million in 2 consecutive full financial years (“said financial period”):-
(a) which exceeds the amount of its shareholders’ equity of RM37.20 million at the end of the said financial period (i.e. as at 30 June 2023);
(b) the loss incurred in the second full financial year of RM44.03 million of the said financial period is more than 50% of the loss incurred in the first full financial year of RM24.56 million of the said financial period; and
(c) the shareholders’ equity of RM37.20 million is less than 50% of the share capital of RM113.36 million at the end of the said financial period.
Paragraph 2.2 of GN3 dictates that the determination of whether any one or more of the Prescribed Criteria is fulfilled must be based on the latest audited or unaudited consolidated financial statements of the listed corporation. As such, the Company had used the latest unaudited figures for FPE 30 June 2023 or as at 30 June 2023 (where relevant) for the purposes of determining whether any of the Prescribed Criteria is fulfilled.
Based on the foregoing, Waja is now regarded as an affected listed corporation under GN3 (“GN3 Company”).
2. OBLIGATIONS OF THE COMPANY
As a GN3 Company, Waja is required to comply and regularise its condition in the following manner:
(i) submit to Bursa Securities a regularisation plan and obtain Bursa Securities’ approval to implement the plan within 12 months from the date of this announcement;
(ii) appoint a person who is registered on the register of sponsors maintained by Bursa Securities for the ACE Market (“Sponsor”) within 3 months from the date of this announcement and retain the said Sponsor until it is no longer considered as a GN3 Company by Bursa Securities under Rule 8.04(8) of the Listing Requirements;
(iii) implement the regularisation plan within 6 months from the date the regularisation plan is approved by Bursa Securities. However, for cases which involve court proceedings, a GN3 Company has up to 12 months from the date the regularisation plan is approved by Bursa Securities, to complete the implementation of the regularisation plan;
(iv) provide such information as may be prescribed by Bursa Securities from time to time for public release;
(v) retain the services of a Sponsor for at least 3 full financial years after it is no longer considered as a GN3 Company by Bursa Securities under Rule 8.04(8) of the Listing Requirements. In this regard, the Sponsor referred to in item 2(ii) above must act as the Sponsor of the Company for at least the first full financial year;
(vi) do such other acts or things as may be required by Bursa Securities;
(vii) announce the status of its regularisation plan and the number of months to the end of the relevant timeframes referred to in Rule 8.04(3) of the Listing Requirements on a monthly basis until further notice from Bursa Securities;
(viii) announce its compliance or non-compliance with a particular obligation imposed pursuant to GN3, on an immediate basis;
(ix) announce the details of the regularisation plan which announcement must fulfill the requirements set out in Paragraph 4.2 of GN3; and
(x) where the Company fails to regularise its condition, announce the dates of suspension and de-listing of its listed securities, immediately upon notification of suspension and de-listing by Bursa Securities.
3. CONSEQUENCES OF NON-COMPLIANCE
If the Company fails to comply with any part of its obligations to regularise its condition within the timeframes permitted by Bursa Securities, Bursa Securities shall:
(i) suspend the trading of the Company's listed securities on the next market day after 5 market days from Bursa Securities’ date of notification of suspension; and
(ii) de-list the Company, subject to the Company's right to appeal against the de-listing. The appeal must be submitted by the Company to Bursa Securities within 5 market days from Bursa Securities’ date of notification of de-listing.
4. STATUS OF THE COMPANY'S REGULARISATION PLAN
As at to-date, Waja is looking into formulating a plan to regularise its financial condition and the announcement on the same will be made in due course in accordance to the Listing Requirements.
This announcement is dated 10 October 2023.
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