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Monday - 24 Mar 2025
Circular to Shareholders in relation to the Part A: (i) Proposed Joint Venture between Citaglobal Berhad ("CITAGLOBAL" or the "Company"), Citaglobal Property Development Sdn Bhd (formerly known as Sinergi Dayang Sdn Bhd) ("Sinergi Dayang") and Tree Technologies Sdn Bhd ("Tree Technologies") to undertake the development on a parcel of leasehold land held under H.S.(D) 61190, Lot No. PT 25082, Mukim Sungai Karang, Kawasan Perindustrian Gebeng, Daerah Kuantan, Pahang, measuring 999,521 square metres ("Development Land") based on the participation interest of 65% and 35% for Sinergi Dayang and Tree Technologies respectively ("Proposed Joint Venture"); (ii) Proposed Option granted by Tree Technologies Sdn. Bhd. in favour of Sinergi Dayang Sdn. Bhd. to acquire the Development Land for a purchase consideration of RM90.00 million, out of which RM76.50 million is to be satisfied via the issuance of 95,625,000 new series B Irredeemable Convertible Preference Shares in CITAGLOBAL ("Consideration ICPS-B") at an issue price of RM0.80 per Consideration ICPS-B, and RM13.50 million is to be satisfied in cash ("Proposed Option to Purchase"); (iii) Proposed Amendments to the Constitution of CITAGLOBAL to facilitate the issuance of the consideration ICPS-B ("Proposed Amendments"); and (iv) Proposed Bonus Issue of up to 88,067,734 new warrants in CITAGLOBAL ("Warrants C") on the basis of 1 Warrant C for every 5 existing ordinary shares in CITAGLOBAL held by the entitled shareholders on an entitlement date to be determined and announced later ("Proposed Bonus Issue of Warrants"); Part B: Independent Advice Letter from Asia Equity Research Sdn Bhd to the Non-Interested Shareholders of CITAGLOBAL in relation to the Proposed Joint Venture, Proposed Option to Purchase and Proposed Amendments