THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisers immediately. If you have sold all your shares in R&A TELECOMMUNICATION GROUP BERHAD, please hand this Circular together with the accompanying Form of Proxy to the agent through whom the sale was conducted for transmission to the purchaser. Bursa Malaysia Securities Berhad has not perused the contents of this Circular prior to its issuance and takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular. Shareholders should rely on their own evaluation to assess the merits and risks of the proposal as set out herein.
R&A TELECOMMUNICATION GROUP BERHAD (Company No.: 645677-D) (Incorporated in Malaysia under the Companies Act, 1965)
CIRCULAR TO SHAREHOLDERS IN RELATION TO PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING
The above proposal will be tabled as Ordinary Resolution at R&A Telecommunication Group Berhad’s Extraordinary General Meeting (“EGM”) to be held at the Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan, on Tuesday, 7 January 2014 at 3.00 p.m. The Notice of the EGM together with the Form of Proxy are enclosed herein. The Form of Proxy must be lodged at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time fixed for holding the EGM or any adjournment thereof. The lodging of the Form of Proxy will not preclude you from attending and voting in person at the EGM should you subsequently wish to do so. Last day, date and time for lodging the Form of Proxy Day, date and time of the EGM
: Sunday, 5 January 2014 at 3.00 p.m. : Tuesday, 7 January 2014 at 3.00 p.m.
This Circular is dated 20 December 2013
DEFINITIONS In this Circular, unless otherwise indicated, the following words and abbreviations shall have the following meanings and apply throughout this Circular:“Act”
:
The Companies Act, 1965, as amended from time to time and any re-enactment thereof
"AOB"
:
Audit Oversight Board
“Board”
:
Board of Directors of R&A
“Bursa Securities”
:
Bursa Malaysia Securities Berhad (Company No. 635998-W)
“EGM”
:
Extraordinary General Meeting of R&A
“the
:
R&A Telecommunication Group Berhad (Company No. 645677-D)
“R&A Group” or “the Group”
:
R&A and its subsidiary companies, collectively
“Listing Requirements”
:
ACE Market Listing Requirements of Bursa Securities
“Proposed Change of Auditors”
:
Proposed appointment of Messrs SJ Grant Thornton in place of the resigning Auditors, Messrs Chong & Co for the financial year ending 31 December 2013
“R&A” or Company”
Words importing the singular shall, where applicable, include the plural and vice versa. Words importing the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Reference to persons shall include corporations, unless otherwise stated. Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise stated.
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CONTENTS
LETTER TO THE SHAREHOLDERS CONTAINING:
Page
1.
INTRODUCTION
1
2.
DETAILS OF THE PROPOSED CHANGE OF AUDITORS
2
3.
RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS
2
4.
EFFECTS OF THE PROPOSED CHANGE OF AUDITORS
2
5.
APPROVAL REQUIRED
2
6.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
2
7.
DIRECTORS’ RECOMMENDATION
3
8.
EGM
3
9.
FURTHER INFORMATION
3
APPENDIX I
NOTICE OF NOMINATION OF MESSRS SJ GRANT THORNTON AS AUDITORS
APPENDIX II
FURTHER INFORMATION
NOTICE OF EXTRAORDINARY GENERAL MEETING
ENCLOSED
FORM OF PROXY
ENCLOSED
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R&A TELECOMMUNICATION GROUP BERHAD (Company No.: 645677-D) (Incorporated in Malaysia under the Companies Act, 1965)
Registered Office:Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan. 20 December 2013 Board of Directors Tay Mun Kit (Chairman, Independent Non-Executive Director) Francis Tan Hock Leong (Executive Director/ Chief Executive Officer) Amir Machmud Bin Haji Mohamed (Independent Non-Executive Director) J Abd Jalil Maraicar Bin P M Jahabar (Non-Independent Non-Executive Director) Lim Chye Guan (Non-Independent Non-Executive Director) Yap Siok Teng (Independent Non-Executive Director) To: The Shareholders of R&A Telecommunication Group Berhad Dear Sir/Madam PROPOSED CHANGE OF AUDITORS 1.
INTRODUCTION The Company had on 13 December 2013 announced to Bursa Securities that Messrs Chong & Co had given notice in writing to the Board of their intention to resign as Auditors of the Company. Their resignation will be effective only after another firm of Auditors has been appointed. Messrs Chong & Co is resigning as Auditors of the Company as they have not renewed their registration with the AOB and hence is no longer eligible to act as Auditors of the Company. On 13 December 2013, the Company had also received a notice of nomination from a shareholder of the Company for the proposed nomination of Messrs SJ Grant Thornton as Auditors of the Company for the financial year ending 31 December 2013 in place of the resigning auditors, Messrs Chong & Co and to hold office until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board. The purpose of this Circular is to provide you with details of the Proposed Change of Auditors and to seek your approval for the ordinary resolution pertaining to the Proposed Change of Auditors to be tabled at the forthcoming EGM as particularly set out in the Notice of EGM included in this Circular. SHAREHOLDERS OF R&A ARE ADVISED TO READ THE CONTENTS AND THE APPENDICES OF THIS CIRCULAR, AND TO CONSIDER CAREFULLY THE DIRECTORS’ RECOMMENDATION BEFORE VOTING ON THE RESOLUTION TO GIVE EFFECT TO THE PROPOSED CHANGE OF AUDITORS.
1
2.
DETAILS OF THE PROPOSED CHANGE OF AUDITORS Messrs Chong & Co had on 15 August 2013 given notice in writing to the Board of their intention to resign as the auditors of the Company. Pursuant to Section 172(15) of the Act, their resignation will be effective only after another firm of auditors has been appointed. Messrs Chong & Co is resigning as Auditors of the Company as they have not renewed their registration with the AOB and hence is no longer eligible to act as auditors of the Company. The Board also wishes to inform that the Company is not aware of any other matters that need to be brought to the attention of the shareholders. On 13 December 2013, the Company received a notice of nomination from a shareholder of the Company, Mr Francis Tan Hock Leong, for the proposed nomination of Messrs SJ Grant Thornton as Auditors of the Company for the financial year ending 31 December 2013 in place of the resigning auditors, Messrs Chong & Co and to hold office until the conclusion of the next Annual General Meeting of the Company at a remuneration to be determined by the Board. The Company had on 16 December 2013 received the written consent of Messrs SJ Grant Thornton to act as Auditors of the Company for the financial year ending 31 December 2013, if so appointed. On 16 December 2013, the Board resolved to convene an EGM of the Company to obtain shareholders’ approval for the Proposed Change of Auditors.
3.
RATIONALE FOR THE PROPOSED CHANGE OF AUDITORS The intended resignation of Messrs Chong & Co will create a vacancy for the office of auditors of the Company. The proposed nomination of Messrs SJ Grant Thornton is to fill the casual vacancy in the office of Auditors following the resignation of Messrs Chong & Co. The Board, having reviewed the fee and engagement proposal received from Messrs SJ Grant Thornton and in consultation with the Audit Committee determined that the proposal from Messrs SJ Grant Thornton is reasonable and cost effective. The Board and the Audit Committee had considered the profile, adequacy of the resources and experience of Messrs SJ Grant Thornton and is of the opinion that Messrs Grant Thornton will be able to meet the audit obligations of the Company in compliance with the Listing Requirements and provisions of the Act.
4.
EFFECTS OF THE PROPOSED CHANGE OF AUDITORS The Proposed Change of Auditors will not have any effects on the share capital and substantial shareholders’ shareholding in the Company and the net assets, gearing and earnings of the Group.
5.
APPROVAL REQUIRED The Proposed Change of Auditors is subject to the approval of the shareholders of the Company at the forthcoming EGM.
6.
DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS None of the Directors or major shareholders of the Company or persons connected to them has any interest, either direct or indirect, in the Proposed Change of Auditors.
2
7.
DIRECTORS’ RECOMMENDATION The Board, after having considered all aspects of the Proposed Change of Auditors, is of the opinion that it is in the best interest of the Company and accordingly, recommends that you vote in favour of the ordinary resolution to give effect to the Proposed Change of Auditors to be tabled at the forthcoming EGM.
8.
EGM The ordinary resolution to approve the Proposed Change of Auditors is set out in this Circular. The EGM will be held at the Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan at 3.00 p.m. on Tuesday, 7 January 2014 to consider and if thought fit, to pass the ordinary resolution to give effect to the Proposed Change of Auditors. If you are not able to attend and vote in person at the EGM, you are requested to complete, sign and return the Form of Proxy enclosed in this Circular in accordance with the instructions printed therein as soon as possible, so as to arrive at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not later than forty-eight (48) hours before the time set for the EGM or any adjournment thereof. The completion and lodging of the Form of Proxy does not preclude you from attending and voting in person at the EGM if you subsequently wish to do so.
9.
FURTHER INFORMATION Shareholders of the Company are requested to refer to the attached Appendices contained in this Circular for further information.
Yours faithfully, For and on behalf of the Board R&A TELECOMMUNICATION GROUP BERHAD
FRANCIS TAN HOCK LEONG Executive Director/ Chief Executive Officer
3
APPENDIX I NOTICE OF NOMINATION OF MESSRS SJ GRANT THORNTON AS AUDITORS
FRANCIS TAN HOCK LEONG UNIT 55, JALAN 32/70A, KIARA HILL, DESA SRI HARTAMAS, 50480 KUALA LUMPUR, WILAYAH PERSEKUTUAN. Date: 13 December 2013 The Board of Directors R&A TELECOMMUNICATION GROUP BERHAD LEVEL 7, MENARA MILENIUM, JALAN DAMANLELA, PUSAT BANDAR DAMANSARA, DAMANSARA HEIGHTS, 50490 KUALA LUMPUR, WILAYAH PERSEKUTUAN. Dear Sirs, NOTICE OF NOMINATION OF MESSRS. SJ GRANT THORNTON AS AUDITORS I, FRANCIS TAN HOCK LEONG, the undersigned, being the registered holder of 137,822,053 ordinary shares of RM0.10 each fully paid-up and representing 15.68% of the Company's capital, hereby give notice pursuant to Section 172(15) of the Companies Act, 1965 of my nomination of Messrs. SJ GRANT THORNTON for appointment as Auditors of the Company in place of Messrs. CHONG & CO at an Extraordinary General Meeting of the Company. Therefore, I propose that the following resolution be considered at the forthcoming Extraordinary General Meeting of the Company:“THAT the resignation of Messrs. CHONG & CO as Auditors of the Company be accepted and in place thereof, Messrs. SJ GRANT THORNTON, having consented to act, be hereby appointed as the new Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.”
Thank you. Yours faithfully,
________________________ FRANCIS TAN HOCK LEONG
FURTHER INFORMATION 1.
APPENDIX II
DIRECTORS’ RESPONSIBILITY STATEMENT This Circular has been seen and approved by the Board and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated in this Circular are accurate and that there are no material facts, the omission of which would make any statement in this Circular misleading.
2.
CONSENT The written consent of Messrs Chong & Co and Messrs SJ Grant Thornton for the inclusion of their names and letters in the Circular in the form and context which they may appear, have been given and have not been subsequently withdrawn before the issue of this Circular.
3.
DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents will be made available for inspection at the Registered Office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan during normal business hours from Monday to Friday (except public holidays) for a period from the date of this Circular to the date of the EGM. i) ii) iii) iv) v)
Memorandum and Articles of Association of the Company; Letter of Consent referred to in Section 2 above; Letter of Resignation as Auditors from Messrs Chong & Co; Notice of Nomination of Messrs SJ Grant Thornton as Auditors; and Letter of Consent to Act from Messrs SJ Grant Thornton.
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R&A TELECOMMUNICATION GROUP BERHAD (Company No.: 645677-D) (Incorporated in Malaysia under the Companies Act, 1965)
NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of R&A Telecommunication Group Berhad ("R&A" or the "Company") is scheduled to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan on Tuesday, 7 January 2014 at 3.00 p.m., or at any adjournment thereof, for the purpose of considering and if thought fit, passing with or without modifications the following resolution:ORDINARY RESOLUTION PROPOSED CHANGE OF AUDITORS “THAT the resignation of Messrs. CHONG & CO as Auditors of the Company be accepted and in place thereof, Messrs. SJ GRANT THORNTON, having consented to act, be hereby appointed as the new Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be determined by the Directors.” By Order of the Board Chua Siew Chuan (MAICSA 0777689) Mak Chooi Peng (MAICSA 7017931) Company Secretaries Kuala Lumpur 20 December 2013 Notes:1.
In respect of deposited securities, only members whose names appear in the Record of Depositors on 26 December 2013 shall be eligible to attend, speak and vote at the Meeting.
2.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply.
3.
Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
4.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where an Exempt Authorised Nominee appoints more than one (1) proxy in respect of each Omnibus Account, the appointment shall not be valid unless the Exempt Authorised Nominee specifies the proportion of the shareholding to be represented by each proxy.
5.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, in the case of a corporate body, the proxy appointed must be in accordance with the Memorandum and Articles of Association, and the instrument appointing a proxy shall be given under the Common Seal of the Company or under the hand of an officer or attorney duly authorised.
6.
The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or an office copy or a notarially certified copy thereof must be deposited at the Registered Office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan at least 48 hours before the time appointed for holding the meeting.
R&A TELECOMMUNICATION GROUP BERHAD (Company No.: 645677-D) (Incorporated in Malaysia under the Companies Act, 1965)
FORM OF PROXY
No. of Shares Held
*I/ We _____________________________________________ *NRIC/ Company no. _________________________ (FULL NAME IN BLOCK CAPITAL) of____________________________________________________________________________________________ (FULL ADDRESS) being *a member/member(s) of R&A TELECOMMUNICATION GROUP BERHAD, hereby appoint __________________________________________________ , *NRIC No./ Passport No. _____________________ (FULL NAME IN BLOCK CAPITAL) of____________________________________________________________________________________________ (FULL ADDRESS) or failing *him/ her, __________________________________, *NRIC No./ Passport No. ______________________ (FULL NAME IN BLOCK CAPITAL) of____________________________________________________________________________________________ (FULL ADDRESS) or failing *him/ her *the Chairman of the Meeting, as *my/ our proxy(ies) to vote for *me/ us on *my/ our behalf at the Extraordinary General Meeting of the Company scheduled to be held at Tioman Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur, Wilayah Persekutuan on Tuesday, 7 January 2014 at 3.00 p.m., or at any adjournment thereof. *My/ our proxy is to vote as indicated below: RESOLUTION
ORDINARY RESOLUTION – PROPOSED CHANGE OF AUDITORS
FOR
AGAINST
Please indicate with an " X " in the spaces as to how you wish your votes to be cast. If you do not do so, the Proxy will vote or abstain from voting at his/ her discretion. *Strike out whichever not applicable. Signed on this _____________ day of __________________________ 2013/2014 _________________________________ Signature(s) of Member(s)/ Common Seal Notes:1.
In respect of deposited securities, only members whose names appear in the Record of Depositors on 26 December 2013 shall be eligible to attend, speak and vote at the Meeting.
2.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1) (b) of the Companies Act, 1965 shall not apply.
3.
Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
4.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. Where an Exempt Authorised Nominee appoints more than one (1) proxy in respect of each Omnibus Account, the appointment shall not be valid unless the Exempt Authorised Nominee specifies the proportion of the shareholding to be represented by each proxy.
5.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, in the case of a corporate body, the proxy appointed must be in accordance with the Memorandum and Articles of Association, and the instrument appointing a proxy shall be given under the Common Seal of the Company or under the hand of an officer or attorney duly authorised.
6.
The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or an office copy or a notarially certified copy thereof must be deposited at the Registered Office at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan at least 48 hours before the time appointed for holding the meeting.
.
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AFFIX STAMP
The Company Secretaries R&A TELECOMMUNICATION GROUP BERHAD (645677-D) Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan.
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