On 1 November 2023, RHB Investment Bank Berhad ("RHB Investment Bank") had, on behalf of the Board of Directors of the Company ("Board"), announced that the Company had entered into a letter of intent ("Letter of Intent") with GMFI, a special purpose acquisition corporation ("SPAC") listed on the National Association of Securities Dealers Automated Quotations ("NASDAQ") in the United States of America ("USA") for the proposed business combination among GMFI, Capital A and CAPI, a newly formed corporation for purposes of the business combination incorporated by the Company under the laws of Cayman Islands.

On behalf of the Board, RHB Investment Bank wishes to announce that the Company proposes to undertake the following corporate proposals:

(i)         the Company had on 28 February 2024 entered into a conditional business combination agreement ("BCA") with CAPI, Merger Subsidiary, a wholly-owned subsidiary of CAPI incorporated as a Delaware corporation, Brand AA and GMFI for a business combination transaction involving:

(a)        the transfer by the Company of its equity interest in Brand AA to CAPI ("Proposed Brand Disposal"); and

(b)        the merger between Merger Subsidiary and GMFI ("Proposed Merger"),

(collectively, the "Proposed Business Combination"),

for a transaction consideration of USD1.15 billion (equivalent to approximately RM5.44 billion) ("Transaction Consideration") to be satisfied in the manner as set out in Section 2.2 of this Announcement.

To facilitate the Proposed Brand Disposal, the Company had on even date, entered into a share transfer agreement with CAPI.

Upon consummation of the Proposed Business Combination, CAPI is expected to become a publicly listed company on NASDAQ or the New York Stock Exchange ("NYSE"); and

(ii)        a proposed distribution of up to 51.0% of the total consideration shares to be received pursuant to the Proposed Business Combination to the entitled shareholders of the Company ("Entitled Shareholders") based on their respective shareholdings on an entitlement date to be announced and determined later ("Entitlement Date") by way of distribution-in-specie via a proposed reduction and repayment of its share capital pursuant to Section 116 of the Companies Act 2016 ("Act") ("Proposed Distribution"). The Entitlement Date is expected to be the closing date of the Proposed Business Combination.

The Company had triggered the prescribed criteria under Practice Note 17 ("PN17") of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("Bursa Securities") ("Listing Requirements"). As such, pursuant to Paragraph 5 of PN17 of the Listing Requirements, the Company has an obligation to regularise its financial condition and is required to comply with, amongst others, to submit a regularisation plan to the regulatory authorities and to announce on the details of the regularisation plan with all the requirements set out in Paragraph 4.2 of PN17 of the Listing Requirements. The Proposals will form part of the proposed regularisation plan to be undertaken by the Company to regularise its financial position ("Proposed Regularisation Plan") which the requisite announcement on the Proposed Regularisation Plan will be made upon its finalisation.

Further details of the Proposals are set out in the attachment below.

This Announcement is dated 28 February 2024.