1. INTRODUCTION  

On behalf of the Board of Directors of MAICA, Commerce International Merchant Bankers Berhad ("CIMB") hereby announces that the Company proposes to implement a bonus issue of 21,726,912 Bonus Shares on the basis of one (1) Bonus Share for every five (5) MAICA Shares held on a date to be determined and announced later.

2. DETAILS OF THE PROPOSED BONUS ISSUE  

The Proposed Bonus Issue shall involve the issuance of 21,726,912 Bonus Shares on the basis of one (1) Bonus Share for every five (5) MAICA Shares which will be allotted and credited into the Central Depository System accounts of the shareholders of MAICA whose names appear on the Record of Depositors at the close of business, on a date to be determined and announced later by the Board of Directors of MAICA. The Proposed Bonus Issue shall be capitalised out of retained earnings of the Company. Based on the latest audited financial statements of MAICA for the financial year ended 31 March 2001, MAICA has RM16.3 million standing in its retained earnings account, at the Company level, which is sufficient for the purpose of the Proposed Bonus Issue.
The Bonus Shares to be issued pursuant to the Proposed Bonus Issue shall, upon allotment and issue, rank pari passu in all respects with the existing issued and fully paid-up MAICA Shares save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions where the Entitlement Date precedes the date of allotment of the Bonus Shares. For the purpose hereof, Entitlement Date means the date at the close of business on which shareholders must be registered in order to participate in any dividends, rights, allotments and/or other distributions.  

3. RATIONALE FOR THE PROPOSED BONUS ISSUE  

Upon completion of the Proposed Bonus Issue, the Company will meet the minimum capital requirement of RM60,000,000 set by the Securities Commission for companies listed on the Main Board of the Kuala Lumpur Stock Exchange.   The Proposed Bonus Issue will increase the capital base of the MAICA Group to RM65,180,736 comprising 130,361,472 MAICA Shares, a level which will better reflect the Group’s current scale of operation. It is also intended to reward the shareholders of MAICA for their continuous support of the Company, by providing the existing shareholders greater participation in the Company’s equity in terms of the number of MAICA Shares held.

4. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE    

 

The financial effects of the Proposed Bonus Issue are as follows:

The effects of the Proposed Bonus Issue on the issued and paid-up share capital of the Company are set out in Table 1.

The effects of the Proposed Bonus Issue on the consolidated NTA of the MAICA Group are set out in Table 2.

4.3 Earnings
   
The Proposed Bonus Issue is not expected to have any material effect on the earnings of the MAICA Group for the financial year ending 31 March 2003 except that the earnings per share of MAICA will be correspondingly reduced as a result of the increase in the issued and paid-up share capital of the Company.

4.4 Dividends

The Board has not proposed any dividend for the financial year ended 31 March 2002. Barring unforeseen circumstances, any dividends to be declared by MAICA for the financial year ending 31 March 2003, would depend on, amongst others, the profitability and cashflow position of the Group. The Proposed Bonus Issue is not expected to have any material effect on the dividend policy of the Company.

The effects of the Proposed Bonus Issue on the shareholdings of substantial shareholders of MAICA as at 28 June 2002 are set out in Table 3.

5. APPROVALS REQUIRED  

The Proposed Bonus Issue is subject to approvals being obtained from the following: (i) the KLSE, for the listing of and quotation for the Bonus Shares;

(ii) the shareholders of MAICA at an Extraordinary General Meeting to be convened; and

(iii) any other relevant authorities.

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS  

Save for the respective entitlements of the Directors and substantial shareholders of MAICA pursuant to the Proposed Bonus Issue, which entitlement is also available to all the other shareholders of MAICA, none of the other Directors or substantial shareholders of MAICA and/or persons connected to the Directors or substantial shareholders of MAICA have any interest, direct or indirect, in the Proposed Bonus Issue.

7. DIRECTORS' STATEMENT  

The Board of Directors of MAICA is of the opinion that the Proposed Bonus Issue is in the best interest of the Company.

8. ADVISER  

CIMB has been appointed as adviser to MAICA for the Proposed Bonus Issue. This announcement is dated 23 July 2002.

Table 1 – Issued and Paid-Up Share Capital