KUALA LUMPUR (Aug 26): Catcha Digital Bhd (KL:CATCHA) is planning a special issue of up to 52 million new shares to Bumiputera investors to meet the Bumiputera equity requirement for public listed companies, following the implementation of its regularisation plan last year that involved the acquisition of iMedia Asia Sdn Bhd.

The Securities Commission Malaysia (SC) had approved its post-regularisation equity structure on the condition that Catcha allocate 12.5% of its enlarged issued shares to Bumiputera investors within a year after registering an after-tax profit, or three years after implementing its regularisation plan, whichever is earlier.

Catcha also has to submit a proposal to the SC to comply with the equity condition within six months from the trigger date, according to a bourse filing on Monday.

Catcha, which is now in the digital media advertising solutions business after completing its regularisation plan on July 31, 2023, recorded a profit after tax attributable to owners of the company of RM1.46 million in the financial year ended Dec 31, 2023.

Hence, the company has until December this year to comply with the Bumiputera equity requirement. It has already obtained approval from the SC to in July undertake the special issue, it said.

Its proposed special issue to Bumiputera investors — to be identified and/or recognised by the Ministry of Investment, Trade and Industry — represents up to 14.77% of its existing issued shares, and up to 12.87% of its enlarged issued shares on completion of the special issue.

The issue price of the shares is yet to be fixed. Based on an illustrative price of 37 sen apiece, the issuance could raise up to RM19.24 million, which Catcha plans to use for future acquisitions and collaborations (RM17.75 million), working capital (RM1 million), and to defray expenses related to the proposal.

Catcha had to regularise its cash-company condition or GN2 status, which it slipped into in August 2017, following the sale of its then digital asset — Rev Asia Holdings Sdn Bhd — to Media Prima Bhd (KL:MEDIA) for RM105 million.

Separately, Catcha plans to set up a long-term incentive plan (LTIP) involving up to 30% of its issued shares to reward and retain eligible directors, employees, and senior management across the group and its subsidiaries.

The LTIP entails the granting of options to subscribe to new shares or the award shares to attract, retain and reward eligible staff and directors.

Catcha’s share price remained unchanged at 40 sen on Monday, giving the company a market capitalisation of RM140.86 million.