Circular

PART A : PROPOSED ACQUISITION BY PUNCAK NIAGA OF THE ENTIRE ISSUED SHARE
CAPITAL OF TRIPLC BERHAD FROM PIMPINAN EHSAN BERHAD FOR A CASH CONSIDERATION OF RM210,000,000
(“PROPOSED ACQUISITION”)

PART B : INDEPENDENT ADVICE LETTER FROM PUBLIC INVESTMENT BANK BERHAD TO
THE NON-INTERESTED SHAREHOLDERS OF PUNCAK NIAGA IN RELATION TO THE PROPOSED ACQUISITION

(I) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD OF THE ENTIRE
EQUITY INTEREST AND CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES HELD IN PUNCAK NIAGA (M) SDN BHD
TO PENGURUSAN AIR SELANGOR SDN BHD (FORMERLY KNOWN AS TEMASEK TIASA SDN BHD)

(II) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD OF 70.00% EQUITY
INTEREST HELD IN SYARIKAT BEKALAN AIR SELANGOR SDN BHD AND RM212.0 MILLION NOMINAL VALUE OF REDEEMABLE
CONVERTIBLE UNSECURED LOAN STOCKS TO PENGURUSAN AIR SELANGOR SDN BHD (FORMERLY KNOWN AS TEMASEK TIASA
SDN BHD)
(COLLECTIVELY REFERRED TO AS “PROPOSED DISPOSALS”)

(I) PROPOSED DISPOSAL BY PUNCAK NIAGA HOLDINGS BERHAD (“PNHB”) OF THE
ENTIRE EQUITY INTEREST AND CUMULATIVE CONVERTIBLE REDEEMABLE PREFERENCE SHARES HELD IN PUNCAK NIAGA (M)
SDN BHD TO PENGURUSAN AIR SELANGOR SDN BHD (FORMERLY KNOWN AS TEMASEK TIASA SDN BHD) (“AIR
SELANGOR”)

(II) PROPOSED DISPOSAL BY PNHB OF 70% EQUITY INTEREST HELD IN SYARIKAT
BEKALAN AIR SELANGOR SDN BHD AND RM212.0 MILLION NOMINAL VALUE OF REDEEMABLE CONVERTIBLE UNSECURED LOAN
STOCKS TO AIR SELANGOR
(COLLECTIVELY REFERRED TO AS THE “PROPOSED DISPOSALS”)

(I) PROPOSED ISSUE OF UP TO 40,910,609 FREE WARRANTS IN PUNCAK NIAGA
HOLDINGS BERHAD (“PNHB”) (“WARRANTS”) ON THE BASIS OF ONE (1) WARRANT FOR EVERY TEN (10) EXISTING
ORDINARY SHARES OF RM1.00 EACH IN PNHB HELD BY THE ENTITLED SHAREHOLDERS OF PNHB

(II) PROPOSED ISSUE OF A FIVE (5)-YEAR REDEEMABLE CONVERTIBLE SECURED
SUKUK IJARAH OF UP TO RM165.0 MILLION IN NOMINAL VALUE