Prospectus

16 February 2023
INITIAL PUBLIC OFFERING OF 259,700,000 ORDINARY SHARES IN CAPE EMS BERHAD ("CAPE EMS") ("IPO SHARES") IN CONJUNCTION WITH THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED ORDINARY SHARES IN CAPE EMS ("SHARES") ON THE MAIN MARKET OF BURSA MALAYSIA SECURITIES BERHAD COMPRISING A PUBLIC ISSUE OF 173,000,000 NEW SHARES AND AN OFFER FOR SALE OF 86,700,000 EXISTING SHARES INVOLVING (I) INSTITUTIONAL OFFERING OF 205,500,000 IPO SHARES TO INSTITUTIONAL AND SELECTED INVESTORS, INCLUDING BUMIPUTERA INVESTORS APPROVED BY THE MINISTRY OF INTERNATIONAL TRADE AND INDUSTRY, MALAYSIA AT THE INSTITUTIONAL PRICE TO BE DETERMINED BY WAY OF BOOKBUILDING ("INSTITUTIONAL PRICE"); AND (II) RETAIL OFFERING OF 54,200,000 IPO SHARES TO THE MALAYSIAN PUBLIC, THE DIRECTORS, ELIGIBLE EMPLOYEES AND PERSONS WHO HAVE CONTRIBUTED TO THE SUCCESS OF CAPE EMS AND ITS SUBSIDIARIES, AT THE RETAIL PRICE OF RM0.90 PER IPO 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 THE 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 (I) THE RETAIL PRICE OF RM0.90 PER IPO SHARE; OR (II) THE INSTITUTIONAL PRICE.