| Type | Announcement |
| Subject | MALAYSIA AICA BERHAD (“MAICA” OR “COMPANY”) (I) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF MAICA; (II) PROPOSED SHARE SPLIT INVOLVING THE SUBDIVISION INTO FIVE (5) NEW ORDINARY SHARES OF RM0.10 EACH IN MAICA FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF RM0.50 EACH HELD IN MAICA (“MAICA SHARES”); AND (III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION (“M&A”) OF MAICA (HEREINAFTER COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) |
1. INTRODUCTION
On behalf of MAICA, Commerce International Merchant Bankers Berhad (“CIMB”) hereby announces that the Company proposes to implement the following:
(i) proposed increase in the authorised share capital of MAICA from RM100,000,000 comprising 200,000,000 MAICA Shares to RM600,000,000 comprising 1,200,000,000 MAICA Shares by the creation of an additional 1,000,000,000 MAICA Shares (“Proposed IASC”);
(ii) proposed share split involving the subdivision into five (5) new ordinary shares of RM0.10 each in MAICA for every one (1) existing MAICA Share held (“Proposed Share Split”); and
(iii) proposed amendments to the existing M&A of MAICA (“Proposed Amendments”).
2. DETAILS OF THE PROPOSALS
2.1 Proposed IASC
MAICA proposes to increase its authorised share capital from the present RM100,000,000 comprising 200,000,000 MAICA Shares to RM600,000,000 comprising 1,200,000,000 MAICA Shares by the creation of an additional 1,000,000,000 MAICA Shares.
2.2 Proposed Share Split
The proposed share split shall involve the subdivision into five (5) new ordinary shares of RM0.10 each in MAICA for every one (1) existing MAICA Share held by the shareholders of the Company whose names appear in the Record of Depositors as at the Entitlement Date, to be announced after all approvals for the Proposed Share Split have been obtained. For the purposes hereof, Entitlement Date refers to the date at the close of business on which the names of the shareholders of MAICA must be registered in the Record of Depositors in order to be entitled to any dividends, rights, allotments and/or other distributions.
The actual number of ordinary shares of RM0.10 each in MAICA pursuant to the Proposed Share Split would be determined based on the issued and paid-up share capital of the Company as at the Entitlement Date. Based on the existing issued and paid-up share capital of MAICA as at 6 August 2004 of RM65,180,736 comprising 130,361,472 MAICA Shares, the issued and paid-up share capital of the Company pursuant to the Proposed Share Split would be RM65,180,736 comprising 651,807,360 ordinary shares of RM0.10 each.
On 14 January 2004, MAICA also announced that the Company is undertaking the following proposals:
(a) Proposed restricted issue of up to 30,000,000 new MAICA Shares at an issue price of RM1.02 per share for cash (“Proposed Restricted Issue”); and
(b) Proposed acquisition of 2,000,000 ordinary shares of RM1.00 each in Hyrax Oil Sdn Bhd (“Hyrax”), representing the entire issued and paid-up share capital of Hyrax for a total purchase consideration of RM50,000,000 to be satisfied by the issue of 50,000,000 new MAICA Shares at an issue price of RM1.00 per share (“Proposed Acquisition”).
Accordingly, based on the enlarged issued and paid-up share capital of MAICA after the Proposed Restricted Issue and Proposed Acquisition of up to RM105,180,736 comprising up to 210,361,472 MAICA Shares, the issued and paid-up share capital of the Company pursuant to the Proposed Share Split would be up to RM105,180,736 comprising up to 1,051,807,360 ordinary shares of RM0.10 each.
The new ordinary shares of RM0.10 each in MAICA shall, upon allotment and issue, rank pari passu in all respects against each other.
2.3 Proposed Amendments
The proposed amendments to the existing Memorandum of Association of MAICA shall involve the proposed alteration to the authorised share capital of MAICA pursuant to the Proposed IASC. In addition, to facilitate the Proposed Share Split, the M&A of MAICA is proposed to be amended to allow for the subdivision of the par value of the existing ordinary shares in MAICA from RM0.50 each to RM0.10 each.
3. RATIONALE FOR THE PROPOSALS
3.1 Proposed IASC
The Proposed IASC is required to accommodate the increase in the issued and paid-up share capital of the Company pursuant to the Proposed Restricted Issue and Proposed Acquisition.
3.2 Proposed Share Split
The Proposed Share Split will make MAICA Shares more affordable and is expected to increase the liquidity of the MAICA Shares on Bursa Malaysia Securities Berhad (“Bursa Securities”). In addition, the Proposed Share Split will enable the existing shareholders of MAICA to have a larger number of shares held in MAICA while maintaining their equity interest.
3.3 Proposed Amendments
The Proposed Amendments are made to facilitate the Proposed IASC and the Proposed Share Split
4. EFFECTS OF THE PROPOSALS
The Proposed IASC and Proposed Amendments will not have any effect on the issued and paid-up share capital, net tangible assets (“NTA”) and earnings of MAICA and its subsidiaries (“MAICA Group”).
4.1 Issued and paid-up share capital
The proforma effects of the Proposed Share Split (and including those of the Proposed Restricted Issue and Proposed Acquisition) on the issued and paid-up share capital of MAICA are as set out in Table 1 herein.
4.2 NTA
Based on the audited consolidated balance sheet of MAICA as at 31 March 2004, the proforma effects of the Proposed Share Split (and including those of the Proposed Restricted Issue and Proposed Acquisition) on the consolidated NTA of MAICA had the Proposed Share Split (and the Proposed Restricted Issue and Proposed Acquisition) been effected on that date are as set out in Table 2 herein.
4.3 Earnings
The Proposed Share Split is not expected to have any effect on the earnings of the MAICA Group. However, the earnings per share of the MAICA Group will be reduced correspondingly as a result of the increase in the number of shares of the Company in issue upon completion of the Proposed Share Split.
5. APPROVALS REQUIRED
The Proposals are subject to and conditional upon approvals being obtained from the following: (i) Securities Commission (“SC”), for the Proposed Share Split and the listing of and quotation for the new ordinary shares of RM0.10 each to be issued pursuant to the Proposed Share Split on the Main Board of Bursa Securities;
(ii) Bursa Securities, for the Proposed Share Split and the listing of and quotation for the new ordinary shares of RM0.10 each to be issued pursuant to the Proposed Share Split on the Main Board of Bursa Securities; and
(iv) shareholders of MAICA at an Extraordinary General Meeting to be convened.
The Proposed Acquisition is conditional upon the Proposed Restricted Issue but not vice versa. The Proposed Share Split is not conditional upon the Proposed Acquisition and Proposed Restricted Issue and likewise the Proposed Acquisition and Proposed Restricted Issue are not conditional upon the Proposed Share Split. The Proposed Share Split is conditional upon the Proposed Amendments. The Proposed Acquisition and Proposed Restricted Issue are conditional upon the Proposed IASC and Proposed Amendments.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders of the Company or persons connected to them has any interest, direct or indirect, in the Proposals save for their respective entitlements to the Proposed Share Split as shareholders of MAICA, which rights are also available to all other shareholders of the Company.
7. DIRECTORS’ RECOMMENDATION
The Directors of MAICA, having considered all aspects aof the Proposals, are of the opinion that the Proposals are in the best interest of the Company.
8. ADVISER
CIMB has been appointed by MAICA as Adviser for the Proposed Share Split.
9. APPLICATION TO RELEVANT AUTHORITIES
The applications to Bursa Securities and SC for the Proposed Share Split are expected to be made within one (1) month from the date of this announcement.
(This announcement is dated 25 August 2004) .
| Company Name | MALAYSIA AICA BERHAD |
| Stock Name | MAICA |
| Date Announced | 25 Aug 2004 |
| Category | General Announcement |
| Reference No | MM-040825-60349 |
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