【TSA 0297 交流专区】

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IPO Prospectus

TSA GROUP BERHAD

Subject

INITIAL PUBLIC OFFERING ("IPO") IN CONJUNCTION WITH THE LISTING OF TSA GROUP BERHAD ("TSA" OR "COMPANY") ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD ("BURSA SECURITIES") COMPRISING PUBLIC ISSUE OF 77,325,000 NEW ORDINARY SHARES IN TSA GROUP BERHAD ("SHARE(S)") IN THE FOLLOWING MANNER: (A) 15,465,000 SHARES AVAILABLE FOR APPLICATION BY THE MALAYSIAN PUBLIC; (B) 15,465,000 SHARES AVAILABLE FOR APPLICATION BY THE ELIGIBLE PERSONS (AS DEFINED HEREIN); (C) 38,662,500 SHARES BY WAY OF PRIVATE PLACEMENT TO BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INVESTMENT, TRADE AND INDUSTRY ("MITI"); AND (D) 7,732,500 SHARES BY WAY OF PRIVATE PLACEMENT TO SELECTED INVESTORS AT AN IPO PRICE OF RM0.55 PER SHARE, PAYABLE IN FULL UPON APPLICATION.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3410529

Attachments TSA Group Berhad - IPO Prospectus (Part 1).pdf TSA Group Berhad - IPO Prospectus (Part 2).pdf TSA Group Berhad - Detailed Procedures for Application and Acceptance.pdf

Type	Announcement
Subject	OTHERS
Description	TSA GROUP BERHAD ("TSA" OR "COMPANY")INITIAL PUBLIC OFFERING IN CONJUNCTION WITH THE LISTING OF TSA ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD
This announcement is dated 19 January 2024. (Unless otherwise stated, the definition used in this announcement shall carry the same meaning as those defined in the prospectus issued by TSA dated 27 December 2023). On behalf of the Board of Directors of TSA, AmInvestment Bank Berhad is pleased to announce the following:- (i) level of subscription of public balloting and placement; (ii) basis of allotment / allocation; (iii) distribution for the private placement tranche; and (iv) disclosure of placees who become substantial shareholder of TSA arising from the IPO. Further details on the above are enclosed in the attachment.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3416144

Attachments TSA Group Berhad - Subscription rate.pdf

Date of Listing	02 Feb 2024
Enlarged Issued Share Capital in the following
Units	309,300,000
Currency	Malaysian Ringgit (MYR)
Par Value($$) (if applicable)
Enlarged Issued Share Capital ($$)	160,729,000.000
Stock Code	0297
Stock Name	TSA
ISIN code	MYQ0297OO000
Board	ACE Market
Bursa Sector	INDUSTRIAL PRODUCTS & SERVICES
Bursa Sub Sector	METALS
Do you wish to list any child stock / new type of securities in conjunction with the IPO/Admission to LEAP Market?	No

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2023

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2023	30 Sep 2022	30 Sep 2023	30 Sep 2022
		$$'000	$$'000	$$'000	$$'000

1	Revenue	83,546	0	249,557	0
2	Profit/(loss) before tax	6,935	0	17,144	0
3	Profit/(loss) for the period	4,716	0	12,198	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	4,581	0	11,552	0
5	Basic earnings/(loss) per share (Subunit)	0.92	0.00	2.31	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	27.9500		29.5400

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TSA GROUP BERHAD

Particulars of substantial Securities Holder

Name	MR NG KIM LIANG
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2024	11,598,700	Others	Direct Interest
	Name of registered holder	NG KIM LIANG
	Description of "Others" Type of Transaction	IPO
2	02 Feb 2024	27,604,906	Others	Indirect Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Description of "Others" Type of Transaction	IPO

Circumstances by reason of which change has occurred	Initial public offering ("IPO") in conjunction with the Listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue of 77,325,000 new ordinary shares in the Company.
Nature of interest	Direct and Indirect Interest
Direct (units)	11,598,700
Direct (%)	3.7
Indirect/deemed interest (units)	27,604,906
Indirect/deemed interest (%)	8.9
Total no of securities after change	39,203,606
Date of notice	02 Feb 2024
Date notice received by Listed Issuer	02 Feb 2024

Name	MR CHEW YIK WAI
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2024	18,557,920	Others	Direct Interest
	Name of registered holder	CHEW YIK WAI
	Description of "Others" Type of Transaction	IPO
2	02 Feb 2024	27,604,906	Others	Indirect Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Description of "Others" Type of Transaction	IPO

Circumstances by reason of which change has occurred	Initial public offering ("IPO") in conjunction with the Listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue of 77,325,000 new ordinary shares in the Company.
Nature of interest	Direct and Indirect Interest
Direct (units)	18,557,920
Direct (%)	6
Indirect/deemed interest (units)	27,604,906
Indirect/deemed interest (%)	8.9
Total no of securities after change	46,162,826
Date of notice	02 Feb 2024
Date notice received by Listed Issuer	02 Feb 2024

Name	MR CHEW KUAN FAH
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2024	57,994,490	Others	Direct Interest
	Name of registered holder	CHEW KUAN FAH
	Description of "Others" Type of Transaction	IPO
2	02 Feb 2024	27,604,906	Others	Indirect Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Description of "Others" Type of Transaction	IPO

Circumstances by reason of which change has occurred	Initial public offering ("IPO") in conjunction with the Listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue of 77,325,000 new ordinary shares in the Company.
Nature of interest	Direct and Indirect Interest
Direct (units)	57,994,490
Direct (%)	18.8
Indirect/deemed interest (units)	27,604,906
Indirect/deemed interest (%)	8.9
Total no of securities after change	85,599,396
Date of notice	02 Feb 2024
Date notice received by Listed Issuer	02 Feb 2024

Name	BARISAN JUTAWAN SDN BHD
Address	LOT NO. 4, JALAN P/13 KAWASAN PERINDUSTRIAN MIEL BANGI PHASE 5, SECTION 10 BANDAR BARU BANGI 43650 Selangor Malaysia.
Company No.	200001033057 (535664-D)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2024	27,604,906	Others	Direct Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Address of registered holder	LOT NO. 4, JALAN P/13, KAWASAN PERINDUSTRIAN MIEL, BANGI PHASE 5, SECTION 10 43650 BANDAR BARU BANGI SELANGOR MALAYSIA
	Description of "Others" Type of Transaction	IPO

Circumstances by reason of which change has occurred	Initial public offering ("IPO") in conjunction with the Listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue of 77,325,000 new ordinary shares in the Company.
Nature of interest	Direct Interest
Direct (units)	27,604,906
Direct (%)	8.9
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	27,604,906
Date of notice	02 Feb 2024
Date notice received by Listed Issuer	02 Feb 2024

Name	KVC PROPERTIES SDN. BHD.
Address	WISMA KVC, LOT 3 JALAN P10/12 KAWASAN PERUSAHAAN BANGI BANDAR BARU BANGI 43650 Selangor Malaysia.
Company No.	199501042080 (371284­-A)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	02 Feb 2024	116,218,974	Others	Direct Interest
	Name of registered holder	KVC PROPERTIES SDN. BHD.
	Address of registered holder	WISMA KVC, LOT 3 JALAN P10/12 KAWASAN PERUSAHAAN BANGI 43650 BANDAR BARU BANGI SELANGOR
	Description of "Others" Type of Transaction	IPO

Circumstances by reason of which change has occurred	Initial public offering ("IPO") in conjunction with the Listing of the Company on the ACE Market of Bursa Malaysia Securities Berhad comprising public issue of 77,325,000 new ordinary shares in the Company.
Nature of interest	Direct Interest
Direct (units)	116,218,974
Direct (%)	37.6
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	116,218,974
Date of notice	02 Feb 2024
Date notice received by Listed Issuer	02 Feb 2024

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2023

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2023	31 Dec 2022	31 Dec 2023	31 Dec 2022
		$$'000	$$'000	$$'000	$$'000

1	Revenue	83,089	0	332,646	0
2	Profit/(loss) before tax	7,005	0	24,150	0
3	Profit/(loss) for the period	4,908	0	17,107	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	4,774	0	16,327	0
5	Basic earnings/(loss) per share (Subunit)	3.05	0.00	41.43	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6000		29.5400

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2024	31 Mar 2023	31 Mar 2024	31 Mar 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	64,650	0	64,650	0
2	Profit/(loss) before tax	3,254	0	3,254	0
3	Profit/(loss) for the period	2,064	0	2,064	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	2,113	0	2,113	0
5	Basic earnings/(loss) per share (Subunit)	0.75	0.00	0.75	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.5900		0.6000

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TSA GROUP BERHAD

Particulars of substantial Securities Holder

Name	BARISAN JUTAWAN SDN BHD
Address	LOT NO. 4, JALAN P/13 KAWASAN PERINDUSTRIAN MIEL BANGI PHASE 5, SECTION 10 BANDAR BARU BANGI 43650 Selangor Malaysia.
Company No.	200001033057 (535664-D)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	20 Aug 2024	6,000,000	Disposed	Direct Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Address of registered holder	LOT NO. 4, JALAN P/13, KAWASAN PERINDUSTRIAN MIEL, BANGI PHASE 5, SECTION 10, 43650 BANDAR BARU BANGI SELANGOR
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Disposal of shares via off market transaction
Nature of interest	Direct Interest
Direct (units)	21,604,906
Direct (%)	6.98
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	21,604,906
Date of notice	21 Aug 2024
Date notice received by Listed Issuer	21 Aug 2024

Name	MR CHEN KHAI VOON
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	20 Aug 2024	6,000,000	Acquired	Direct Interest
	Name of registered holder	MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES ACCOUNT FOR CHEN KHAI VOON
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition of shares via off market transaction
Nature of interest	Direct Interest
Direct (units)	6,000,000
Direct (%)	1.94
Indirect/deemed interest (units)	116,218,974
Indirect/deemed interest (%)	37.6
Total no of securities after change	122,218,974
Date of notice	21 Aug 2024
Date notice received by Listed Issuer	21 Aug 2024

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TSA GROUP BERHAD

Particulars of substantial Securities Holder

Name	BARISAN JUTAWAN SDN BHD
Address	LOT NO. 4, JALAN P/13 KAWASAN PERINDUSTRIAN MIEL BANGI PHASE 5, SECTION 10 BANDAR BARU BANGI 43650 Selangor Malaysia.
Company No.	200001033057 (535664-D)
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	22 Aug 2024	5,041,962	Disposed	Direct Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Address of registered holder	LOT NO. 4, JALAN P/13, KAWASAN PERINDUSTRIAN MIEL, BANGI PHASE 5, SECTION 10, 43650 BANDAR BARU BANGI SELANGOR
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Disposal of shares via off market transaction
Nature of interest	Direct Interest
Direct (units)	16,562,944
Direct (%)	5.35
Indirect/deemed interest (units)	0
Indirect/deemed interest (%)	0
Total no of securities after change	16,562,944
Date of notice	26 Aug 2024
Date notice received by Listed Issuer	26 Aug 2024

Name	MR CHEW KUAN FAH
Nationality/Country of incorporation	Malaysia
Descriptions (Class)	Ordinary Shares

Details of changes

No	Date of change	No of securities	Type of Transaction	Nature of Interest
1	22 Aug 2024	5,041,962	Disposed	Indirect Interest
	Name of registered holder	BARISAN JUTAWAN SDN BHD
	Description of "Others" Type of Transaction
2	22 Aug 2024	5,041,962	Acquired	Direct Interest
	Name of registered holder	MAYBANK NOMINEES (TEMPATAN) SDN BHD - PLEDGED SECURITIES ACCOUNT FOR CHEW KUAN FAH
	Description of "Others" Type of Transaction

Circumstances by reason of which change has occurred	Acquisition and disposal of shares via off market transaction
Nature of interest	Direct and Indirect Interest
Direct (units)	63,036,452
Direct (%)	20.38
Indirect/deemed interest (units)	16,562,944
Indirect/deemed interest (%)	5.35
Total no of securities after change	79,599,396
Date of notice	26 Aug 2024
Date notice received by Listed Issuer	26 Aug 2024

icy97

Type	Announcement
Subject	OTHERS
Description	PROSPECTUS - MALAYSIAN CODE OF CORPORATE GOVERNANCE 2021 (MCCG) RECOMMENDATION ON 30% WOMEN DIRECTORS
Reference is made to TSA Group Berhad’s (the “Company”) Prospectus dated 27 December 2023 which stated that “the Company has yet to adopt the recommendation under the MCCG to have a Board comprising at least 30% women directors. In this regard, the Company endeavours to comply with the recommendation by October 2024.” (“MCCG Recommendation”). The Board is dedicated to upholding the principles of good corporate governance and is committed to achieving the MCCG Recommendation of having 30% women directors on its Board. The current composition of the Board comprises 2 female directors out of the total 7 directors, representing 28.57% of the Board. In this relation, the Board of Directors wishes to announce that the Company requires additional time to identify and appoint a suitable female candidate who is able to meet the Company’s objectives and specific requirements, as well as contribute to the Board’s diversity in terms of skills, experience, age, cultural background, and other relevant factors. Accordingly, the Board has extended the timeline to comply with the abovementioned MCCG Recommendation to within 24 months from the date of its listing on the ACE Market on 2 February 2024. This announcement is dated 27 August 2024.

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SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2024

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2024	30 Jun 2023	30 Jun 2024	30 Jun 2023
		$$'000	$$'000	$$'000	$$'000

1	Revenue	74,644	0	139,294	0
2	Profit/(loss) before tax	5,806	0	9,060	0
3	Profit/(loss) for the period	4,215	0	6,279	0
4	Profit/(loss) attributable to ordinary equity holders of the parent	4,192	0	6,305	0
5	Basic earnings/(loss) per share (Subunit)	1.36	0.00	2.14	0.00
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.6000		0.6000