Investor Relations

Reference is made to the Company's announcements on 12 December 2018, 2 May 2019, 8 May 2019, 18 June 2020, 21 August 2020, 21 September 2020, 19 November 2020, 5 March 2021, 23 April 2021, 17 June 2021, 21 June 2021, 25 June 2021, 16 July 2021 and 13 August 2021 in relation to the Proposed Disposal ("Announcements"). For consistency purposes, the abbreviations used in this announcement are the same as those previously defined in the Announcements unless otherwise defined herein.

On behalf of the Company, Inter-Pacific Securities Sdn Bhd and Astramina Advisory Sdn Bhd wish to announce that the Company and GIL have mutually agreed to further extend the Cut-Off Date of the Supplemental Disposal SSA till 19 July 2022 ("Extended Cut-Off Date"), to enable the parties to obtain/fulfil the conditions of the Disposal SSA and Supplemental Disposal SSA.

In consideration of GIL agreeing to the Company’s request for the further extension of the Cut-Off Date of the Supplemental Disposal SSA, the Company undertakes to GIL to complete Tranche 3 of the Disposal on or before the Extended Cut-Off Date and if the Company shall, for any reasons be unable to complete Tranche 3 of the Disposal on or before the Extended Cut-Off Date, the Company has to obtain a separate written consent from GIL for further extension and there may be compensation by Pertama to GIL to be mutually agreed between GIL and Pertama.

The Company and GIL intends to execute a Share Charge wherein the Company shall charge all its entire 104 ordinary shares held in Be Top representing 52% equity interest in Be Top as security for the Company’s obligation to complete Tranche 3 of the Disposal by the Extended Cut-Off Date.

The Company also via execution of a Letter of Undertaking dated 19 January 2022, irrevocably undertakes, covenants and agrees to GIL the following pending completion of Tranche 3 of the Disposal:

1. the Company shall not request for or receive any dividends or other profit distributions from Be Top or its subsidiary, Top Textile;
2. the Company shall not make or cause or take any action to make or cause Be Top and/or Top Textile to be responsible for or to assume any debts or obligations of the Company and/or any of its other direct and/or indirect subsidiaries (including, without prejudice to the generality of the foregoing, any dividend payments);
3. there shall be no changes to the existing board of directors of Be-Top and the legal representative of Top Textile; and
4. the Company shall be fully responsible for and shall bear the audit and related fees for Be Top and Top Textile for the financial year ending 31 December 2022 and onwards until completion of Tranche 3 of the Disposal.

This announcement is dated 19 January 2022.