News

1. INTRODUCTION

We refer to our announcement made on 5 September 2017 in relation to the proposed investment via Subscription Agreement entered into between Prestariang Capital Sdn Bhd (“Prestariang Capital”) a wholly-owned subsidiary of the Company, OpenLearning Global Pte Ltd (“OGPL”), and Adam Maurice Brimo (“Adam”).

As announced earlier, Prestariang Capital had subscribed for 5,000,000 A Ordinary Shares (“A Shares”) and 3,069,578 convertible preference shares (“CPS") in the capital of OGPL at the total subscription price of AUD5,000,001 (Five Million and One Australian Dollars) based upon terms and conditions of the Subscription Agreement dated 5 September 2017 (“Subscription Agreement”). Concurrently, Prestariang Capital, OGPL and OLG Australia Investor Pte Ltd (“OLG Australia”), had executed a Shareholder’s Agreement dated 5 September 2017 (“Shareholder’s Agreement”) to govern their relationships as shareholders inter se of OGPL and its subsidiary companies based upon the terms and conditions contained therein.

Subsequent to the Subscription Agreement, OGPL has completed its fund-raising exercise whereby an additional AUD3,550,007 (Three Million Five Hundred Fifty Thousand and Seven Australian Dollars) fund was raised through the subscription of ordinary shares and CPS by the follow-on investors comprising of Magna Intelligent Sdn Bhd (“Magna”) and “B” shares subscribers (“Other Investors”). Pursuant to the execution of the respective subscription agreements between Magna, Other Investors, OGPL and Adam, the issued and paid-up share capital of OGPL is increased to AUD13,739,486.94 (Thirteen Million Seven Hundred Thirty Nine Thousand Four Hundred Eighty Six Australian Dollars and Cents Ninety Four).

2. EXECUTION OF SUPPLEMENTAL DEEDS

The Company is pleased to announce that Prestariang Capital had today, completed the following agreements: -

(a) a supplemental deed to the Subscription Agreement (“Supplemental Deed 1”) dated 28 May 2018 made between OGPL, Prestariang Capital and Adam for the purposes of supplementing and amending the terms and conditions of the Subscription Agreement arising from the subscription of shares by Magna and Other Investors;

(b) a supplemental deed to the Shareholders’ Agreement dated 28 May 2018 made between OLG Australia, Prestariang Capital, Other Investors and OGPL for the purposes of supplementing and amending the terms and conditions of the Shareholders’ Agreement arising from the subscription of shares in OGPL by Other Investors (“Supplemental Deed 2”); and

(c) a deed of adherence to the Shareholders’ Agreement dated 1 June 2018 made between OLG Australia, Prestariang Capital, Magna, Other Investors and OGPL arising from and in connection with the subscription of shares in OGPL by the follow-on investors (“Deed of Adherence”).

Pursuant to the Supplemental Deed 1, Prestariang Capital shall subscribe for an additional 194,153 CPS at an aggregate consideration of AUD1.00 only.

Upon the subscription of shares in OGPL by Magna and Other Investors, and the entry and execution of the Supplemental Deed 1, the Supplemental Deed 2 and the Deed of Adherence, the final shareholding in OGPL shall be as follows:

3. DOCUMENTS AVAILABLE FOR INSPECTION

A copy each of the Supplemental Deed 1, the Supplemental Deed 2 and the Deed of Adherence will be made available for inspection at the Company’s 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 of three (3) months from the date of this announcement.

This announcement is dated 1 June 2018.