Prospectus

30 June 2021
INITIAL PUBLIC OFFERING ("IPO") OF UP TO 1,100,000,000 ORDINARY SHARES IN CTOS DIGITAL BERHAD (FORMERLY KNOWN AS CTOS HOLDINGS SDN BHD) ("CTOS DIGITAL") ("IPO SHARES") IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED SHARES IN CTOS DIGITAL ("SHARES") ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING AN OFFER FOR SALE OF UP TO 900,000,000 EXISTING SHARES ("OFFER SHARES") AND A PUBLIC ISSUE OF 200,000,000 NEW SHARES ("ISSUE SHARES") INVOLVING: (I) INSTITUTIONAL OFFERING OF UP TO 936,000,000 IPO SHARES TO MALAYSIAN AND FOREIGN INSTITUTIONAL AND SELECTED INVESTORS AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING ("INSTITUTIONAL PRICE"); AND (II) RETAIL OFFERING OF 164,000,000 ISSUE SHARES TO THE DIRECTORS, EMPLOYEES (INCLUDING DIRECTORS OF THE SUBSIDIARIES OF CTOS DIGITAL) AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF CTOS DIGITAL AND ITS SUBSIDIARIES ("GROUP") AND THE MALAYSIAN PUBLIC AT THE RETAIL PRICE OF RM1.10 PER ISSUE SHARE ("RETAIL PRICE"), PAYABLE IN FULL UPON APPLICATION AND SUBJECT TO REFUND OF THE DIFFERENCE BETWEEN THE RETAIL PRICE AND THE FINAL RETAIL PRICE (AS DEFINED IN THIS PROSPECTUS) IN THE EVENT THAT THE FINAL RETAIL PRICE IS LESS THAN THE RETAIL PRICE, SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS. THE FINAL RETAIL PRICE WILL BE EQUAL TO THE LOWER OF: (A) THE RETAIL PRICE OF RM1.10 PER ISSUE SHARE; OR (B) THE INSTITUTIONAL PRICE.