Prospectus

29 June 2020
INITIAL PUBLIC OFFERING ("IPO") OF UP TO 106,000,000 ORDINARY SHARES IN TCS GROUP HOLDINGS BERHAD ("TCS" OR "COMPANY") ("SHARES") AT AN IPO PRICE OF RM0.23 PER SHARE, PAYABLE IN FULL UPON APPLICATION COMPRISING: (I) PUBLIC ISSUE OF UP TO 90,000,000 NEW SHARES ("ISSUE SHARES") IN THE FOLLOWING MANNER: (A) UP TO 10,800,000 ISSUE SHARES TO THE MALAYSIAN PUBLIC; (B) UP TO 7,200,000 ISSUE SHARES TO THE ELIGIBLE DIRECTORS AND EMPLOYEES OF TCS AND ITS SUBSIDIARIES ("TCS GROUP"), AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF THE TCS GROUP; (C) UP TO 32,400,000 ISSUE SHARES TO INSTITUTIONAL AND SELECTED INVESTORS BY WAY OF PRIVATE PLACEMENT; AND (D) UP TO 39,600,000 ISSUE SHARES TO IDENTIFIED BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY BY WAY OF PRIVATE PLACEMENT; AND (II) OFFER FOR SALE OF UP TO 18,000,000 EXISTING SHARES TO INSTITUTIONAL AND SELECTED INVESTORS BY WAY OF PRIVATE PLACEMENT; SUBJECT TO THE CLAWBACK AND REALLOCATION PROVISIONS AS SET OUT IN THE PROSPECTUS, IN CONJUNCTION WITH THE LISTING AND QUOTATION OF THE ENLARGED TOTAL NUMBER OF 360,000,000 SHARES ON THE ACE MARKET OF BURSA MALAYSIA SECURITIES BERHAD