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DJ DagangHalal PLC Proposed Withdrawal from NEX

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RNS Number : 5772Z

DagangHalal PLC

03 September 2018

DagangHalal plc

("DagangHalal" or the "Company")

Proposed Withdrawal from NEX Exchange Growth Market

The Board of DagangHalal announces that the Company is today giving notice of its intention to withdraw its ordinary shares in the Company ("Ordinary Shares") from trading on the NEX Exchange Growth Market ("NEX") with effect from the close of business on 1 October 2018 (the "Withdrawal").

This announcement sets out the reasons for the Withdrawal and explains why the Directors believe that it is in the best interests of the Company and its shareholders.

Background and reasons for proposed withdrawal from NEX

DagangHalal joined NEX (then known as ISDX Growth Market) on 7 April 2016 to, inter alia, raise capital for the future development of the business and provide access to new investors and future capital.

Since admission to NEX, there has been limited trading in the Company's shares and the Company has been unable to raise capital from the UK equity markets to further fund its operations. In addition, most current investors in the Company are Asia-based. The Directors have therefore decided to seek the withdrawal of the Company's ordinary shares from NEX which will also have the added benefit of saving costs associated with being admitted to NEX.

Effect of withdrawal from NEX

The principal effect of Withdrawal from NEX is anticipated to be a reduction in the liquidity and marketability of the ordinary shares. There would no longer be a formal market mechanism enabling shareholders to trade their ordinary shares on NEX or any other recognised market or trading exchange. No dealing and settlement arrangements will be in place following the Withdrawal.

Following the Withdrawal, the NEX Exchange Growth Market - Rules for Issuers ("NEX Rules") will no longer apply to the Company and it will no longer be required to comply with any of the specific corporate governance requirements for companies admitted to trading on NEX. The Company will, however, remain subject to the City Code on Takeovers and Mergers.

Procedure for withdrawal from NEX

Under the Rule 81 of NEX Rules, the Company must announce an intention to withdraw its securities from NEX, with any withdrawal of shares ordinarily being conditional on approval at a general meeting by shareholders representing 75 per cent of the votes cast in respect of each class of securities.

However, NEX has granted the Company a derogation from the requirement to convene a general meeting and obtain shareholder approval for the Withdrawal on the grounds that the Company has received irrevocable undertakings from shareholders representing 84.72% of shares eligible to vote at a general meeting of the Company, that they would vote in favour of any resolution to approve the Withdrawal. The shareholders who have given these undertakings are as follows:

 
 Shareholder                       Number of ordinary   % of issued share capital 
                                               shares 
 
 Wind Air Development 
  Limited                                  13,971,599                      19.91% 
 Bull Wealth Limited                       13,676,201                      19.49% 
 Harmony Link International 
  Limited                                  10,065,158                      14.34% 
 MBI International Limited                  7,416,429                      10.57% 
 Time Assets Holdings 
  Limited                                   6,621,811                       9.43% 
 Classic Spray Workshop                     1,473,909                       2.10% 
 OK Ice Sdn Bhd                             1,412,653                       2.01% 
 Cambridge Asset Holding 
  Limited                                   1,203,500                       1.71% 
 Soon Yin Lee                               1,130,122                       1.61% 
 Essential Elements 
  Capital Limited                           1,022,465                       1.46% 
 Hwang Seak Wai                               697,497                       0.99% 
 Chong Khek Ak                                684,253                       0.97% 
 Er Jing Yang                                  88,294                       0.13% 
 
 Total                                     59,463,891                      84.72% 
 

Accordingly, the Company is simply required to give 20 business days' notice of the intended Withdrawal, which will take effect from the close of business on 1 October 2018.

This announcement includes inside information as defined by Article 7 of the Market Abuse Regulation No. 596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.

The directors of the Company accepts responsibility for the contents of this announcement.

For further information, please contact:

   DagangHalal                                                                      +60 (0)3 217 11128 

Ali Sabri Sani Abdullah, Chief Executive Officer

   Cairn Financial Advisers LLP,                                            +44 (0) 20 7213 0880 

David Coffman

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September 03, 2018 06:21 ET (10:21 GMT)