CIRCULAR TO SHAREHOLDERS IN RELATION TO THE (I) PROPOSED DISPOSAL OF 400,000 ORDINARY SHARES IN UNIGEL (UK) LIMITED ("UUK"), REPRESENTING 40.00% EQUITY INTEREST IN UUK BY UNIGEL COMPOUNDS SDN BHD ("UCSB"), A WHOLLY-OWNED SUBSIDIARY OF HEXCAP TO UNIGEL TECHNOLOGIES LIMITED FOR A CASH CONSIDERATION OF GBP1.30 MILLION (EQUIVALENT TO APPROXIMATELY RM7.60 MILLION) ("PROPOSED DISPOSAL OF UUK"); (II) PROPOSED DISPOSAL OF 400 ORDINARY SHARES IN UNIGEL IP LIMITED ("UIP"), REPRESENTING 40.00% EQUITY INTEREST IN UIP BY UCSB, A WHOLLY-OWNED SUBSIDIARY OF HEXCAP TO UNIGEL LIMITED FOR A CASH CONSIDERATION OF GBP0.40 MILLION (EQUIVALENT TO APPROXIMATELY RM2.34 MILLION) ("PROPOSED DISPOSAL OF UIP"); AND (III) PROPOSED PRIVATE PLACEMENT OF UP TO 134,089,200 NEW ORDINARY SHARES IN HEXCAP ("HEXCAP SHARES" OR "SHARES"), REPRESENTING NOT MORE THAN 30% OF THE TOTAL NUMBER OF ISSUED SHARES OF HEXCAP ("PROPOSED PRIVATE PLACEMENT") (COLLECTIVELY, REFERRED TO AS THE "PROPOSALS")