Reference is made to the announcement dated 17 October 2016 in relation to the Proposals.

Size: px

Start display at page:

Download "Reference is made to the announcement dated 17 October 2016 in relation to the Proposals."

Charlotte Ramsey
6 years ago
Views:

1 ORION IXL BERHAD ( ORION OR THE COMPANY ) PROPOSED ACQUISITION; AND PROPOSED RIGHTS ISSUE WITH WARRANTS (COLLECTIVELY, THE PROPOSALS ) Unless otherwise defined, the abbreviations used throughout this announcement shall be the same as those previously defined in the announcements in relation to the Proposals). 1. INTRODUCTION Reference is made to the announcement dated 17 October 2016 in relation to the Proposals. On behalf of the Board, M&A Securities wishes to announce that, after further negotiation, the Company and Vendors have mutually agreed to amend the mode of satisfaction of the Purchase Consideration of RM73,000,000 to be satisfied entirely in cash. For this purpose, the Company had on 31 March 2017 entered into a supplemental share sale agreement with the Vendors ( Supplemental SSA ). The terms of the Proposals shall be amended accordingly in view of the above amendment as well as the new Companies Act, 2016 ( Act ) which came into effect on 31 January Under the new Act, the Proposed IASC and the Proposed Amendment are no longer required. Save for the revised details of the other components of the Proposals set out in the following sections, there are no other changes to the Proposals. 2. REVISED DETAILS OF THE PROPOSALS 2.1 Revised terms of the Proposed Acquisition As announced on 17 October 2016 The Purchase Consideration of RM73.0 million is to be satisfied partly in cash of RM37,999,900 to be raised from the Proposed Rights Issue with and partly via the issuance of 194,445,000 Consideration Shares amounting to RM35,000,100. Revised terms The Purchase Consideration of RM73.0 million is to be satisfied entirely in cash to be raised from the Proposed Rights Issue with. 2.2 Allocation of Purchase Consideration The revised Purchase Consideration shall be allocated to the Vendors in the following manner: Vendors No of ASAP Shares to be acquired by Orion Cash Consideration (RM) Dato Paduka Mohamad Sharaff bin Mohd Shariff 600,000 43,000,000 Prabuddha Kumar Pronob Chakravertty 200,002 15,000,000 Lilibeth Gamboa Belinario 199,998 15,000,000 Total 1,000,000 73,000,000 1

2 2.2.1 Salient terms of the Supplemental SSA The total consideration payable by Orion for the Sale Shares shall be amended to be a cash consideration of RM73,000,000 to be satisfied in full within 5 days of the completion date of the Proposed Rights Issue with. Other terms of the Supplemental SSA will include the consequential changes to the SSA arising from the above change in the mode for satisfying the Purchase Consideration Source of funding The Purchase Consideration will be funded via the proceeds to be raised from the Proposed Rights Issue with. 2.3 Revised terms of the Proposed Rights Issue with As announced on 17 October 2016 The Proposed Rights Issue with entails an issuance of 266,202,840 new Rights Shares together with 133,101,420 on the basis of 2 Rights Shares for every existing Orion Share held on the Entitlement Date together with 1 free Warrant for every 2 Rights Shares subscribed. RM45.25 million will be raised from the Proposed Rights Issue with. Revised terms The Proposed Rights Issue with entails an issuance of 465,854,970 new Rights Shares together with 232,927,485 on the basis of 7 Rights Shares for every 2 existing Orion Shares held on the Entitlement Date together with 1 free Warrant for every 2 Rights Shares subscribed. RM79.20 million will be raised from the Proposed Rights Issue with Listing of the additional Rights Shares and The application submitted to Bursa Securities on 16 December 2016 will be revised to include the listing of and quotation for the new number of Rights Shares, and new Orion Shares to be issued upon the exercise of the on the ACE Market of Bursa Securities Revised utilisation of proceeds For illustrative purposes, the Company is expected to raise gross proceeds of RM79.2 million from the Proposed Rights Issue with based on a minimum issue price of RM0.17 per Rights Share which will be utilised in the following manner:- As announced on 17 October 2016 Revised Expected time frame for utilisation of proceeds after the listing of the Rights Shares Details RM 000 RM 000 Note Cash Consideration to be 38,004 73,000 Within 1 month paid to the Vendors Working capital 5,255 3,495 (1) Within 12 months Estimated expenses in relation to the Proposals 2,000 2,700 (2) Within 1 month Total estimated proceeds 45,254 79,195 2

3 Notes: (1) Our Company proposes to utilise the proceeds for working capital purposes, which includes payment of trade and other creditors, operating and administration expenses such as salaries and office overheads deemed necessary for the business operations of the enlarged Orion Group after the Proposed Acquisition. The breakdown of each working capital component is not yet determined at this point in time, and is expected to be utilised as and when the need arises. (2) The estimated expenses for the Proposals comprise professional fees, underwriting fees, fees to be paid to the relevant authorities, printing and advertising charges and miscellaneous charges which are estimated at RM2.70 million. Any variance in the actual expenses incurred will be adjusted accordingly against the amount allocated for working capital. 3

4 2.3.3 Undertakings and underwriting arrangement The following shareholders who are also directors have provided irrevocable written undertakings to subscribe for their full entitlements under the Proposed Rights Issue with as well as to subscribe for up to 124,909,748 additional Rights Shares not taken up by the other Entitled Shareholders, if any, via excess rights application ( Undertakings ). The details of the Undertakings are as follows: Name Shareholdings as at the date of this announcement Shares % Entitlements under the Proposed Rights Issue with Rights Shares % Excess undertaking Rights Shares Total no. of Rights Shares to be subscribed (1) Shareholdings after the Proposed Rights Issue with Shares % Abdul Rani bin Achmed Abdullah 1,285, ,497, ,678,248 41,176,000 42,461, Yahya bin Razali 1,000 * 3,500 * 88,231,500 88,235,000 88,236, Total 1,286, ,501, ,909, ,411, ,697, Notes: * Negligible (1) Upon completion of the Proposed Rights Issue with and Proposed Acquisition but before the exercise of The Undertakings provided by these directors reflect their commitment and confidence in growing the Group s business and improving the Group s financial performance. The Company confirms that the Undertakings will not give rise to any consequences of mandatory offer obligation pursuant to the Malaysian Code on Take-Overs and Mergers 2016 ( Code ) immediately after the Proposed Rights Issue with. However, should any of the shareholders exercise their, such that his /her respective resulting shareholdings in Orion increases above 33% or in the case where his /her shareholdings is between 33% and 50%, an increase by more than 2% in any 6 months period, he /she will be obliged under the Code to undertake a mandatory offer for all the remaining Orion Shares not already held by them after the exercise of the. In such an event, the respective shareholder will seek the relevant exemptions under the Code should he /she not intend to undertake such mandatory offer. 4

5 Arrangements will be made for the remaining Rights Shares where no irrevocable undertaking to subscribe by shareholders have been received, to be fully underwritten. As a result of the Undertakings, 336,443,970 Rights Shares (representing 72.22% of the total issue size under the Proposed Rights Issue with ) shall be underwritten. The underwriting commission and all associated costs in relation to the underwriting arrangement shall be borne fully by Orion. 3. REVISED EFFECTS OF THE PROPOSALS The revised effects of the Proposals are set out in the following subsections. 3.1 Share capital The Proposed Acquisition will not have any effect on the share capital of the Company. The reised effects of the Proposed Rights Issue with on the issued and paid-up share capital of the Company, based on a minimum issue price of RM0.17 per Rights Share and the indicative exercise price of RM0.17 per Warrant, are as follows: Existing issued and paid-up share capital as at the LPD Shares RM 133,101,420 13,310,142 To be issued pursuant to the Proposed Rights 465,854,970 79,195,345 Issue with After the Proposed Rights Issue with 598,956,390 92,505,487 Assuming all are exercised 232,927,485 39,597,672 Enlarged issued and paid-up share capital 831,883, ,103,159 5

6 3.2 Substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the shareholdings of the Orion s substantial shareholders. The effects of the Proposed Rights Issue with on the shareholdings of Orion s substantial shareholders are shown below: Assuming that all Entitled Shareholders subscribe for their entitlements pursuant to the Proposed Rights Issue with Raja Abdullah bin Raja Baharudin Abdul Rani bin Achmed Abdullah Yahya bin Razali Note: * Negligible As at the date of this announcement (I) After Proposed Rights Issue with Direct Indirect Direct Indirect (II) After (I) and assuming full exercise of Direct Indirect Shares % Shares % Shares % Shares % Shares % Shares % 13,478, ,651, ,237, ,285, ,782, ,031, ,000 * - - 4,500 * - - 6,250 * - - Assuming that only the shareholders who provided the undertakings subscribe for the Rights Shares whilst the remainder are taken up by the underwriter(s). (I) (II) Raja Abdullah bin Raja Baharudin As at the date of this announcement After Proposed Rights Issue with Direct Indirect Direct Indirect After (I) and assuming full exercise of Direct Indirect Shares % Shares % Shares % Shares % Shares % Shares % 13,478, ,478, ,478, Abdul Rani bin Achmed Abdullah 1,285, ,461, ,049, Yahya bin Razali 1,000 * ,236, ,353, Note: * Negligible 6

7 3.3 NA and Gearing Based on our audited consolidated financial statements as at 31 December 2015, a minimum issue price of RM0.17 per Rights Share and the indicative exercise price of RM0.17 per Warrant, the pro forma effects of the Proposed Acquisition and Proposed Rights Issue with on our consolidated NA and gearing are shown below: Audited as at 31 December 2015 (I) (II) (III) (1) Adjusted as at the date of this announcement After (I) and the Proposed Rights Issue with After (II), the Proposed Acquisition and full exercise of Share capital 12,100,132 13,310,142 92,505, ,103,159 Share premium 3,057,439 4,903,956 4,903,956 4,903,956 Exchange reserve (339,209) (339,209) (339,209) (339,209) reserve - - (2) 13,975,649 - Discount on shares - - (2) (13,975,649) - Accumulated losses (7,089,265) (7,089,265) (3) (9,789,265) (9,789,265) Shareholders equity 7,729,097 10,785,624 87,280, ,878,641 Orion Shares 121,001, ,101, ,956, ,883,875 NA per Orion Share (RM) Interest bearing borrowings (RM) (4) 379,874 Gearing negligible Notes: (1) The Company had on 26 July 2016 successfully completed a private placement of 12,100,100 new Orion Shares at an issue price of RM0.265 each. The estimated expenses for this private placement was RM150,000, deducted from the share premium account. (2) Based on a fair value of RM0.06 per Warrant estimated with the Black-Scholes option valuation model. (3) After deducting estimated expenses in relation to the Proposals of RM2,700,000. (4) Based on the audited statement of financial position of ASAP as at 30 June

8 3.4 Earnings and earnings per share ( EPS ) The Proposals are not expected to have any immediate material effect on the consolidated earnings of Orion Group for the FYE 31 December 2016 as the Proposals are only expected to be completed in the second quarter of However, the Proposals are expected to contribute positively to the future earnings of the Orion Group after taking into consideration the profit guarantee and prospects of the Proposed Acquisition. The EPS may be diluted accordingly consequent to the issuance of the Rights Shares. The effects of such dilution will be dependent on the earnings to be generated by ASAP vis-à-vis the Proposed Acquisition. Although the exercise of the is expected to dilute the consolidated EPS of the Company as a result of the increase in the number of Orion Shares in issue, the proceeds derived from the exercise of the are expected to contribute positively to the future earnings of the enlarged Orion group. 4. APPROVALS REQUIRED The revised Proposals are subject to and conditional upon approvals from, amongst others, the following:- (i) Bursa Securities, for the listing of and quotation for the following on the ACE Market of Bursa Securities:- (a) (b) The Rights Shares and to be issued pursuant to the Proposed Rights Issue with ; and new Orion Shares to be issued pursuant to the exercise of ; and (ii) (iii) the shareholders of the Company at an extraordinary general meeting to be held for the Proposals; and other relevant authorities, if required. The Proposals are inter-conditional but not conditional upon any other corporate proposal. 5. DOCUMENTS AVAILABLE FOR INSPECTION The Supplemental SSA is available for inspection at the registered office of Orion at 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480, Kuala Lumpur, Wilayah Persekutuan during normal business hours on Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 31 March

STONE MASTER CORPORATION BERHAD

General Announcement (Amended) Company Name : STONE MASTER CORPORATION BERHAD Stock Name : STONE Date Announced : 21 st June 2016 Type Subject : OTHERS : STONE MASTER CORPORATION BERHAD ( SMCB OR THE DEBTOR