Further details of the Proposed Private Placement are set out in the ensuing sections.

Transcription

1 PERAK TRANSIT BERHAD ( PERAK TRANSIT OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF NEW ORDINARY SHARES IN PERAK TRANSIT ( PERAK TRANSIT SHARES OR SHARES ) ( PLACEMENT SHARES ), REPRESENTING NOT MORE THAN 10% OF THE ISSUED SHARE CAPITAL (EXCLUDING TREASURY SHARES, IF ANY) OF PERAK TRANSIT ( PROPOSED PRIVATE PLACEMENT ) 1. INTRODUCTION On behalf of the Board of Directors of Transit ( Board ), TA Securities Holdings Berhad ( TA Securities ) wishes to announce that the Company proposes to undertake the Proposed Private Placement to investor(s) which will be identified at issue price(s) to be determined at a later date. The Proposed Private Placement will be undertaken in accordance with the general mandate pursuant to Sections 75 and 76 of the Companies Act, 2016 ( Act ) obtained from the shareholders of the Company at its extraordinary general meeting ( EGM ) convened on 24 August 2017, whereby, the Board has been authorised to allot and issue new Placement Shares not exceeding 10% of the issued shares of the Company ( Shareholders Mandate ). Further details of the Proposed Private Placement are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED PRIVATE PLACEMENT 2.1 Size of placement As at 27 November 2017, being the latest practicable date preceding the date of this announcement ( LPD ), Transit has: (a) An issued share capital of RM127,533,978 comprising 1,257,399,300 Shares; and (b) 571,317,500 outstanding warrants 2017/2020 constituted by the deed poll dated 29 August 2017 and expiring on 19 September 2020 ( Warrants 2017/2020 ). The Proposed Private Placement will entail the issuance of up to 182,871,700 Placement Shares, representing approximately 10% of the enlarged issued shares of the Company of 1,828,716,800 Shares, assuming full exercise of the outstanding 571,317,500 Warrants 2017/2020 into 571,317,500 Shares, prior to the implementation of the Proposed Private Placement ( Maximum Scenario ). Under the minimum scenario, the size of the Proposed Private Placement shall be up to 125,739,900 Placement Shares, representing approximately 10% of the existing number of 1,257,399,300 Transit Shares as at the LPD, assuming that none of the Warrants 2017/2020 are exercised into new Transit Shares before the Proposed Private Placement is implemented ( Minimum Scenario ). The actual number of Placement Shares to be issued pursuant to the Proposed Private Placement will depend on the number of issued Transit Shares on a date to be determined later, after the approval set out in Section 5 of this announcement has been obtained. 1

2 2.2 Placement arrangement The Placement Shares are intended to be placed to independent investor(s) who are yet to be identified, other than the following: (i) (ii) (iii) a Director, major shareholder or chief executive of Transit or a holding company of Transit ( Interested Person ); a person connected with an Interested Person; and nominee corporations, unless the names of the ultimate beneficiaries are disclosed. In addition, the independent third party investors shall be persons who qualify under Schedules 6 or 7 of the Capital Markets and Services Act, 2007( CMSA ), which include inter alia, the issuance of the Placement Shares to each of them for a consideration of not less than RM250,000 or the issuance of the Placement Shares is made to high net worth individuals whose net personal assets exceed RM3,000,000 or corporations with net assets exceeding RM10,000,000. Subject to the market conditions and the timing of identification of placees, the Proposed Private Placement may be implemented in 1 or more tranches within 6 months from the date of the approval from Bursa Malaysia Securities Berhad ( Bursa Securities ) for the Proposed Private Placement or any extended period as may be approved by Bursa Securities. If issued in multiple tranches, the Company would have added flexibility to procure interested investors to subscribe for the Placement Shares. For the avoidance of doubt, the issue price for each tranche of the Placement Shares shall be determined separately on the basis as set out in Section 2.5 of this announcement. 2.3 Ranking of the Placement Shares The Placement Shares shall, upon allotment and issue, rank pari passu in all respects with the existing Transit Shares save and except that the Placement Shares shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which is prior to the date of allotment and issue of the Placement Shares. 2.4 Listing of and quotation for the Placement Shares An application will be made to Bursa Securities for the listing of and quotation for the Placement Shares on the ACE Market of Bursa Securities within 1 month from the date of this announcement. 2

3 2.5 Basis of pricing The issue price of the Placement Shares shall be determined and fixed by the Board at a later date after the receipt of all relevant approvals for the Proposed Private Placement ( Price Fixing Date ). The Placement Shares will not be priced at more than 10% discount to the 5 day volume weighted average market price ( 5D-VWAP ) of Transit Shares immediately before the Price Fixing Date. For illustrative purposes, the 5D-VWAP of the Transit Shares up to and including the LPD is RM The indicative issue price of the Placement Shares would therefore be RM0.27 each, representing a discount of approximately 9.12% to the 5D-VWAP of Transit Shares up to and including the LPD. 2.6 Utilisation of proceeds Based on the assumed issue price of RM0.27 per Placement Share, the Proposed Private Placement is expected to raise gross proceeds of up to approximately RM49.38 million. The proceeds raised are expected to be utilised by Transit and its subsidiaries ( Transit Group or Group ) in the following manner: Details Notes Minimum Scenario (RM 000) Maximum Scenario (RM 000) Expected time frame for the utilisation of proceeds (from the date of listing of the Placement Shares) Settlement of the Balance (1) 10,112 10,112 Within 18 months Purchase Price (as defined in Note (1) below) Repayment of bank (2) 20,876 36,122 Within 6 months borrowings Installation of terminal (3) 2,500 2,500 Within 12 months management system and Touch N Go system Estimated expenses for the (4) Within 6 months Proposed Private Placement Total estimated proceeds 33,950 49,375 3

4 Notes: (1) The Group intends to utilise up to RM10.11 million (under the Minimum and Maximum scenario, respectively) for settlement of the Balance of Purchase Price (as defined herein) for the lands located at Bidor and Tronoh, which the Group had acquired as follows: Bidor Land (a) Tronoh Lands (b) Total Settlement of Balance of Purchase Price(RM 000) ^ 2,459 7,653 10,112 ^ The balance of purchase price for Bidor Land and Tronoh Lands as stated in the above are collectively referred to as Balance of Purchase Price. (a) On 19 January 2017, the Board announced that The Combined Bus Services Sdn Bhd ( The Combined Bus ) (a 99.89% owned subsidiary of the Company) had entered into a sale and purchase agreement dated 19 January 2017 with YS Global Development Sdn Bhd ( Vendor 1 ) to acquire a parcel of land located in Bidor, ( Bidor Land ) for a total cash consideration of RM2.56 million ( Purchase Consideration 1 ) ( SPA 1 ) upon the terms stipulated in SPA 1 ( Bidor Land Acquisition ). The Bidor Land is a parcel of leasehold land (with a tenure of 99 years expiring on 3 September 2114), measuring approximately acres and situated on part of the master title held under HS(D) PT Mukim Bidor, Daerah Batang Padang, Negeri. A deposit of RM0.26 million was paid to Vendor 1 by The Combined Bus upon signing the SPA 1. The Group will settle the remaining balance of purchase price of RM2.46 million (including goods and services tax ( GST )) for Bidor Land to Vendor 1; (i) within 3 months from the date which the conditions precedent are fulfilled; or (ii) within 3 months from completion of the roads and drains serving the Bidor Land to be constructed by Vendor 1 in accordance to the infrastructure plans approved by the relevant authorities (i.e. within 9 months from the date of the State Authority Consent for transfer of the Bidor Land to The Combined Bus), whichever is the later. As at the LPD, the Bidor Land Acquisition is pending completion subject to the fulfilment of the conditions precedent as announced by the Company on 19 January 2017 and 18 September 2017, respectively. (b) On 28 March 2017, the Board announced that The Combined Bus had entered into a sale and purchase agreement with Pasti Kenari Sdn Bhd ( Vendor 2 ) dated 28 March 2017 to acquire 2 parcels of land both located in Mukim Belanja, ( Tronoh Lands ) for a total cash consideration of RM7.97 million ( Purchase Consideration 2 ) ( SPA 2 ) upon the terms stipulated in SPA 2 ( Tronoh Lands Acquisition ). The Tronoh Lands comprises of 2 parcels of leasehold land (with the same tenure of 99 years expiring on 25 September 2115), measuring approximately 8.54 acres and 8.09 acres, respectively and held under the title HS(D) PT and HS(D) PT 18689, in Mukim Belanja, Daerah Kinta, Negeri A deposit of RM0.80 million was paid to Vendor 2 by The Combined Bus upon signing the SPA 2. The Group will settle the remaining balance of purchase price of RM7.65 million (including GST) for Tronoh Lands to Vendor 2 in 3 instalments, within 3 months from the date which the conditions precedent are fulfilled and the SPA 2 becoming unconditional. As at the LPD, the Tronoh Lands Acquisition is pending completion subject to the fulfilment of the conditions precedent as announced by the Company on 28 March 2017 and 27 November 2017, respectively. The Bidor Land and Tronoh Lands are intended for the development of integrated public transportation terminal by the Group. The exact plans and timing for construction of the new terminals will be determined by the Group at the later stage as the Bidor Land Acquisition and Tronoh Lands Acquisition are subject to completion. 4

5 (2) The proposed repayment of bank borrowings is as follows: Amount Proposed repayment Facility outstanding as at 31 October 2017 (RM 000) Minimum Scenario (RM 000) Maximum Scenario (RM 000) Interest rate (% per annum) Overdraft 20,665 13,876 20, % % Purposes of borrowing Working capital Overdraft 9,996 7,000 9, % To part finance the development of Terminal Kampar Term loan 6,103-6, % Working capital Total 36,764 20,876 36,122 The repayment of overdraft and term loan of RM20.88 million (under the Minimum Scenario) and RM36.12 million (under the Maximum Scenario) are expected to result in interest savings of approximately RM1.61 million per annum (under the Minimum Scenario) and approximately RM2.34 million per annum for overdraft facilities and approximately RM0.37 million for term loan (under the Maximum Scenario) (calculated based on the interest rates as set out above). The interest savings is based on the assumption that the proceeds from the Proposed Private Placement will be utilised to repay the above mentioned bank borrowings which are outstanding as at 31 October (3) As part of the Group s initiative to provide additional facilities and services to bus passengers and visitors of Terminal AmanJaya, the Group intends to utilise up to RM2.50 million (under the Minimum and Maximum scenario, respectively) for the installation of a terminal management system in Terminal AmanJaya and Touch N Go System for the Group s mybas under the Stage Bus Services Transformation ( SBST ) Programme, as follows: RM 000 Terminal AmanJaya Installation of centralised ticketing system ( CTS ) and terminal operating system ( TOS ) 1,800 Upgrading of Terminal AmanJaya s car park system to a new car park system 500 mybas under the SBST Programme Installation of Touch N Go system 200 Total 2,500 The Group intends to utilise up to RM1.80 million from the proceeds from the Proposed Private Placement to provide CTS services in its Terminal AmanJaya, Ipoh,. The CTS solution entails installation and deployment of point-of-sale system for counters which are integrated with TOS solution. Presently, Terminal AmanJaya has 46 ticketing counters for sale of bus tickets to passengers. These ticketing counters will be replaced with the CTS solution and counters. The TOS is implemented in parallel with the CTS solution, whereby the TOS solution shall encompass among others, bus schedule display system and real time monitoring of buses arrivals and departures to/from Terminal AmanJaya. 5

6 Up to approximately RM0.50 million of the proceeds from the Proposed Private Placement is earmarked by the Group to upgrade its existing car park system in Terminal AmanJaya. The new car park system involves installation of autopay machine and to install new car park access machine as well as boom gates at 2 points of entry/exit of the car park in Terminal AmanJaya. In addition to the above, the Group shall allocate up to approximately RM0.20 million of the proceeds from the Proposed Private Placement to defray for expenses for the installation of the Touch N Go system for mybas under the SBST programme. The installation of a Touch N Go system for the Group s mybas provides the convenience for passengers to pay for tickets using the Touch N Go cards, which is a widely used cashless payment system in Malaysia. The final allocation of Proposed Private Placement proceeds for the installation of a terminal management system in Terminal AmanJaya and Touch N Go System for the Group s mybas under the SBST Programme may vary depending on the actual expenses to be incurred. Any shortfall from the proceeds of the Proposed Private Placement which is earmarked for the purpose in note (3) will be funded from the amount budgeted for the repayment of bank borrowings (in note (2) above) and/or the Group s internally generated funds. (4) The estimated expenses for the Proposed Private Placement includes payment of fees to the relevant authorities, advisory fees, placement fees and other incidental expenses in relation to the Proposed Private Placement. If the actual expenses are higher than the amount budgeted, the deficit will be funded out of the repayment of bank borrowings. Conversely, if the actual expenses are lower than the amount budgeted, the excess will be utilised for the repayment of bank borrowings. Any variation between the illustrated proceeds above and the actual proceeds raised from the Proposed Private Placement as well as any differences in the actual expenses in relation to the Proposed Private Placement shall be adjusted to the allocation for repayment of bank borrowings of the Transit Group. The actual proceeds to be raised from the Proposed Private Placement are dependent on the final issue price and the number of Placement Shares to be issued. Pending the utilization of proceeds from the Proposed Private Placement for the above purposes, the proceeds will be placed in deposits with licensed financial institutions in Malaysia. 3. RATIONALE FOR THE PROPOSED PRIVATE PLACEMENT The Proposed Private Placement will allow the Company to raise the necessary funding to finance its business requirements as set out in Section 2.6 of this announcement. The Board is of the opinion that the Proposed Private Placement is the most cost-effective source of capital to meet the Company s business requirements in the short-term and the most expeditious way of fund raising from the capital market as opposed to other forms of fund raising, as the shareholders of the Company have approved the Shareholders Mandate. The Proposed Private Placement will also strengthen the capital base of Transit and is expected to provide an opportunity to increase the liquidity of Transit Shares in the market. 6

7 4. EFFECTS OF THE PROPOSED PRIVATE PLACEMENT 4.1 Issued share capital The pro forma effects of the Proposed Private Placement on share capital of Transit are as follows: Minimum Scenario Maximum Scenario Transit Shares Transit Shares ( 000) RM 000 ( 000) RM 000 Share capital as at the LPD 1,257, ,534 1,257, ,534 Assuming full exercise of the Warrants 2017/2020 To be issued pursuant to the Proposed Private Placement , ,260 (1) 1,257, ,534 1,828, , ,740 33,950 (2) 182,872 49,375 (2) Enlarged share capital 1,383, ,484 2,011, ,169 Notes: (1) Based on the exercise price of RM0.235 per Warrant. (2) Based on the indicative issue price of RM0.27 per Placement Share. [The remaining of this page is intentionally left blank] 7

8 4.2 Net Assets ( NA ) and gearing The pro forma effects of the Proposed Private Placement on the NA and gearing of the Transit Group based on the audited consolidated financial statements of Transit for the financial year ended ( FYE ) 31 December 2016 are as follows: Audited as at 31 December 2016 Subsequent events up to LPD (1) After the Proposed Private Placement Minimum Scenario RM 000 RM 000 RM 000 Share capital 114, , ,484 (2) Reserves 26,130 12,928 12,928 Retained earnings 60,319 60,135 59,673 (3) Shareholders fund/ NA attributable to owners of the Company 200, , ,085 Shares in issue ( 000) 1,142,948 1,257,399 1,383,139 NA per Share (RM) Total borrowings (RM 000) 120, ,268 99,392 Gearing (times) Notes: (1) Taking into consideration of the following: (a) (b) after the capitalization of RM11.43 million from the share premium account pursuant to the issuance of 114,294,800 Bonus Shares under the Bonus Issue of Shares and the expenses of approximately RM184,000 in relation to the corporate exercises have been deducted from the retained earnings. The corporate exercises were approved by Transit s shareholders on 24 August 2017 in an EGM and was completed on 15 September 2017; and after the conversion of 156,500 Warrants 2017/2020 into Transit Shares at RM0.235 per Share on 2 November (2) Based on the assumed issue price of RM0.27 per Placement Share. (3) After deducting estimated expenses for the Proposed Private Placement of RM462,000. 8

9 (I) (II) Audited as at 31 December 2016 Subsequent events up to LPD (1) After full exercise of the Warrants 2017/2020 After (I) and the Proposed Private Placement Maximum Scenario RM 000 RM 000 RM 000 RM 000 Share capital 114, , ,794 (2) 311,169 (3) Reserves 26,130 12,928 12,928 12,928 Retained earnings 60,319 60,135 60,135 59,494 (4) Shareholders fund/ NA attributable to owners of the Company 200, , , ,591 Shares in issue ( 000) 1,142,948 1,257,399 1,828,717 2,011,589 NA per Share (RM) Total (RM 000) borrowings 120, , ,268 84,146 Gearing (times) Notes: (1) Taking into consideration of the following: (a) (b) after the capitalization of RM11.43 million from the share premium account pursuant to the issuance of 114,294,800 Bonus Shares under the Bonus Issue of Shares and the expenses of approximately RM184,000 in relation to the corporate exercises have been deducted from the retained earnings. The corporate exercises were approved by Transit s shareholders on 24 August 2017 in an EGM and was completed on 15 September 2017; and after the conversion of 156,500 Warrants 2017/2020 into Transit Shares at RM0.235 per Share on 2 November (2) Based on the exercise price of RM0.235 per Warrant 2017/2020. (3) Based on the assumed issue price of RM0.27 per Placement Share. (4) After deducting estimated expenses for the Proposed Private Placement of RM641,000. [The remaining of this page is intentionally left blank] 9

10 4.3 Substantial shareholders shareholdings The effects of the Proposed Private Placement on the substantial shareholders shareholdings in the Company as at the LPD are as follows: Minimum Scenario Notes: As at the LPD After the Proposed Private Placement Direct Indirect Direct Indirect Transit Transit Shares Shares Transit Shares (1) Deemed interested through his spouse and his interest held in a corporation, namely CBS Link Sdn Bhd by virtue of Section 8 of the Act. (2) Deemed interested through her spouse and her interest held in a corporation, namely CBS Link Sdn Bhd by virtue of Section 8 of the Act. (3) Deemed interested through his interest held in Rickoh Corporation Sdn Bhd by virtue of Section 8 of the Act. Transit Shares ( 000) % Shareholders ( 000) % ( 000) % ( 000) % CBS Link Sdn Bhd 209, , Dato Sri Cheong Kong Fitt 197, ,224 (1) , ,224 (1) Datin Sri Lim Sow Keng 83, ,089 (2) , ,089 (2) Tan Sri Dato Sri Koh Kin Lip 55, ,300 (3) , ,300 (3) 1.03 [The remaining of this page is intentionally left blank] 10

11 Maximum Scenario Notes: (I) (II) As at the LPD After full exercise of the Warrants 2017/2020 After (I) and the Proposed Private Placement Direct Indirect Direct Indirect Direct Indirect Transit Transit Transit Transit Transit Transit Shares Shares Shares Shares Shares Shares Shareholders ( 000) % ( 000) % ( 000) % ( 000) % ( 000) % ( 000) % CBS Link Sdn Bhd 209, , , , ,224 (1) , ,053 (1) , ,053 (1) Dato Sri Cheong Kong Fitt Datin Sri Lim Sow Keng Tan Sri Dato Sri Koh Kin Lip 83, ,089 (2) , ,220 (2) , ,220 (2) , ,300 (3) , ,800 (3) , ,800 (3) 1.03 (1) Deemed interested through his spouse and his interest held in a corporation, namely CBS Link Sdn Bhd by virtue of Section 8 of the Act. (2) Deemed interested through her spouse and her interest held in a corporation, namely CBS Link Sdn Bhd by virtue of Section 8 of the Act. (3) Deemed interested through his interest held in Rickoh Corporation Sdn Bhd by virtue of Section 8 of the Act. [The remaining of this page is intentionally left blank] 11

12 4.4 Earnings Per Share ( EPS ) The Proposed Private Placement is not expected to have an immediate material effect on the consolidated earnings and EPS of Transit for the financial year ending 31 December 2017 as the proceeds to be raised are expected to be utilized within 6 to 18 months from the date of the listing of the Placement Shares. However, it is expected to contribute positively to the future earnings to the Group when the benefits of the utilisation of proceeds are realised. Consequent to the increase in the number of Transit Shares in issue arising from the Proposed Private Placement, the EPS will be diluted accordingly. 4.5 Convertible Securities Save for the 571,317,500 Warrants 2017/2020 which are exercisable into new Transit Shares, the Company does not have any other existing convertible securities as at the LPD. The Proposed Private Placement will not result in any adjustment to the exercise price or number of Warrants 2017/ APPROVALS REQUIRED Approval is required to be obtained from Bursa Securities for the listing of and quotation for the Placement Shares on the ACE Market of Bursa Securities. Approval has been obtained from the shareholders of Transit at the EGM convened on 24 August 2017 authorising the Board to allot and issue new Transit Shares not exceeding 10% of the issued shares in the Company pursuant to Sections 75 and 76 of the Companies Act, The approval is valid, unless revoked or varied by the Company at a general meeting, until the conclusion of the next Annual General Meeting of Transit. Therefore, the Proposed Private Placement does not require another specific approval from the shareholders of Transit. The Proposed Private Placement is not conditional upon any other corporate proposals undertaken or to be undertaken by Transit. 6. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the directors and/or major shareholders and/or persons connected with them has any interest, direct and indirect, in the Proposed Private Placement in view that the Placement Shares will be placed to investors as mentioned in Section 2.2 of this announcement. 12

13 7. DIRECTORS STATEMENT The Board, after having considered all aspects of the Proposed Private Placement, is of the opinion that the Proposed Private Placement is in the best interest of the Company. 8. ADVISER AND PLACEMENT AGENT TA Securities has been appointed as the Adviser and Placement Agent in relation to the Proposed Private Placement. 9. ESTIMATED TIME FRAME FOR COMPLETION Barring any unforeseen circumstances and subject to the approval of the relevant authority being obtained, the Board expects the Proposed Private Placement to be completed within 6 months from the date of the approval from Bursa Securities. This announcement is dated 30 November