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

Transcription

1 BINA PURI HOLDINGS BHD ( BINA PURI OR COMPANY ) PROPOSED PRIVATE PLACEMENT OF NEW ORDINARY SHARES OF RM0.50 EACH IN BINA PURI, REPRESENTING NOT MORE THAN TEN PERCENT (10%) OF THE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF BINA PURI (EXCLUDING TREASURY SHARES) ( PROPOSED PRIVATE PLACEMENT ) 1. INTRODUCTION On behalf of the Board of Directors of Bina Puri ( Board ), TA Securities Holdings Berhad ( TA Securities ) wishes to announce that the Company proposes to undertake the Proposed Private Placement. 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 The Proposed Private Placement entails the issuance of up to 24,234,570 new ordinary shares of RM0.50 in Bina Puri ( Bina Puri Shares or Shares ) ( Placement Shares ), representing not more than ten percent (10%) of the enlarged issued and paid-up share capital outstanding of Bina Puri of RM121,172,850 comprising 242,345,700 Bina Puri Shares as at 11 June 2015 (being the latest practicable date prior to this announcement ( LPD )), after taking into consideration the following: (i) (ii) (iii) (iv) Bina Puri s existing issued and paid-up share capital outstanding of RM107,964,675 comprising 215,929,350 Bina Puri Shares (i.e., after excluding the 360,000 Bina Puri Shares held as treasury shares by the Company ( Treasury Shares )) as at the LPD; assuming full exercise of the 24,394,450 outstanding options granted pursuant to the existing employees share option scheme of the Company ( ESOS ) ( ESOS Options ) ( Outstanding ESOS Options ) as at the LPD into 24,394,450 new Bina Puri Shares prior to the implementation of the Proposed Private Placement; assuming the Treasury Shares are resold in the open market prior to the implementation of the Proposed Private Placement; and assuming full issuance of the remaining 1,661,900* new Bina Puri Shares that may be issued pursuant to the maximum scenario of a private placement exercise of not more than twenty percent (20%) of the issued and paid-up share capital of the Company ( Remaining Placement Shares ) which was announced on 2 May 2014 ( Private Placement 2014 ) prior to the implementation of the Proposed Private Placement. Up to the LPD, Bina Puri has issued a total of 35,528,800 new Bina Puri Shares pursuant to the Private Placement 2014 and may issue the Remaining Placement Shares by 18 August 2015 or any extended period as may be approved by Bursa Malaysia Securities Berhad ( Bursa Securities ). (Collectively known as Maximum Scenario ) Based on the minimum scenario, the size of the Proposed Private Placement is up to 21,592,930 Placement Shares, representing not more than ten percent (10%) of the existing issued and paid-up share capital outstanding of Bina Puri of RM107,964,675 comprising 215,929,350 Bina Puri Shares as at the LPD, assuming none of the Outstanding ESOS Options is exercised into new Bina Puri Shares, none of the Treasury Shares is resold in the open market and none of the Remaining Placement Shares is placed out prior to the implementation of the Proposed Private Placement ( Minimum Scenario ). 1

2 The actual number of Placement Shares to be issued pursuant to the Proposed Private Placement will depend on the total issued and paid-up share capital outstanding of the Company on a date to be determined later upon obtaining all relevant approvals. Note: * There were 889,000 ESOS Options that subsequently ceased to be valid and became null and void while 96,000 ESOS Options were exercised into 96,000 new Bina Puri Shares. As such, the number of new Bina Puri Shares to be issued under the maximum scenario pursuant to the Private Placement 2014 would be reduced from 37,368,500 Shares to 37,190,700 Shares. 2.2 Placement arrangement The Placement Shares are intended to be placed to persons other than the following: (i) (ii) (iii) a director, major shareholder or chief executive of Bina Puri or a holding company of Bina Puri ( 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, 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 is made to high net worth individuals whose net personal assets exceed RM3,000,000 or corporations with net assets ( NA ) exceeding RM10,000,000. Subject to the market conditions and the timing of identification of placees, the Proposed Private Placement may be implemented in one (1) or more tranches within six (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. The implementation of the Proposed Private Placement in multiple tranches would provide flexibility to the Company to procure interested investors to subscribe for the Placement Shares within the period as approved by Bursa Securities. For the avoidance of doubt, the issue price for each tranche of the Placement Shares shall be determined separately. The basis of determining the issue price of the Placement Shares is in accordance with market-based principles. 2.3 Ranking of the Placement Shares The Placement Shares shall, upon allotment and issue, rank pari passu in all respect with the existing Bina Puri 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 Main Market of Bursa Securities within one (1) week from the date of this announcement. 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 ). 2

3 The Placement Shares will not be priced at more than ten percent (10%) discount to the five (5)-day volume weighted average market price ( 5D-VWAP ) of Bina Puri Shares immediately before the Price Fixing Date. In any event, the Placement Shares will not be priced lower than RM0.50, being the par value of Bina Puri Shares. For illustrative purposes in this announcement, the 5D-VWAP of the Bina Puri Shares up to and including the LPD is RM per Bina Puri Share. Hence, for the purpose of this announcement, the issue price of the Placement Shares is assumed at RM0.50, being the par value of Bina Puri Shares and representing a discount of approximately 8.21% to the 5D- VWAP of Bina Puri Shares. 2.6 Utilisation of proceeds For illustrative purposes, based on the assumed issue price of RM0.50 per Placement Share, the gross proceeds are expected to be utilised by Bina Puri and its subsidiaries ( Bina Puri Group or the Group ) in the following manner: Note Minimum Scenario Maximum Scenario Expected time frame for the utilisation of proceeds (from the date of listing of the Placement Shares) Working capital requirements (1) 8,496 9,792 Within 12 months Repayment of bank borrowings (2) 2,000 2,000 Within 6 months Estimated expenses in relation to the Proposed Private Placement (3) Within 1 month Total estimated proceeds 10,796 12,117 Notes: (1) Being working capital for the existing business operations of Bina Puri and its wholly-owned subsidiaries such as payment to suppliers, contractors, consultants and property development expenses as well as other operating and administrative expenses in the ordinary course of business of the Group. The proceeds from the Proposed Private Placement have not been earmarked for specific projects at this juncture to provide flexibility in determining the ultimate use of the proceeds while providing comfort to the shareholders of Bina Puri that the proceeds will be used for the Group s major business segments i.e., construction and property development as well as other operating and administrative expenses in the ordinary course of business of the Group. Some of the notable on-going projects of Bina Puri and its wholly-owned subsidiaries (i.e., with gross development value ( GDV ) or contract value of above RM100 million) include the following: Property development projects No. Project 1. The Sentosa Residence, Kota Bharu, Kelantan 2. 1Puri Commercial Centre, Kuching, Sarawak 3. Ocean View Residence, Miri, Sarawak Estimated GDV (RM Mil) Expected completion date Stages of completion as at the 29 May 2015 (%) % sold as at the 29 May 2015 (%) Type of development January * - Mixed development December * - Commercial July * - Residential 3

4 No. Project 4. Petrie Villa, Johor Bahru, Johor 5. Condominium, Kota Kinabalu, Sabah Estimated GDV (RM Mil) Expected completion date Stages of completion as at the 29 May 2015 (%) % sold as at the 29 May 2015 (%) Type of development March Residential June Residential Note: * Construction has yet to commence pending the approval for building plans. Construction projects No. Project 1. Facilities works (Package B) for Ampang Line Extension 2. Facilities works (Package A) for Ampang Line Extension 3. Construction and completion of super-structure works for Melawati Mall in Gombak, Selangor 4. Construction of Pusat Pentadbiran Negeri Sabah, Kota Kinabalu, Sabah 5. Construction of Bunus Regional Sewage Treatment Plant in Kuala Lumpur 6. 1,000 units of houses in Kg Lugu, Brunei Darussalam 7. Planning, designing and building of the Fishery Complex in Kuching, Sarawak 8. Building of chancery and official residence of the Embassy of Malaysia (design and build) in Moscow, Russia 9. Construction of Movenpick Spa Resort (Package 2: Building Works) in Kuala Terengganu, Terengganu 10. Interior Design Works for Block A & Block B of Pusat Pentadbiran Negeri Sabah, Teluk Likas, Kota Kinabalu, Sabah 11. Construction of KOUMS Asrama UMS in Kg. Numbok, Kuala Menggatal, Sabah (Block A Building Works and External Works) Contract value (RM Mil) Estimated value of work in progress as at the 29 May 2015 (RM Mil) Tenure of contract (months) Expected completion date 1, August March September October September August July July January April December

5 As at 29 May 2015, the Group s current value of contract work in progress for the construction of several projects was approximately RM2 billion while the estimated projected GDV of its development projects was approximately RM3 billion. The management of Bina Puri expects to secure more projects in (2) The Company intends to utilise RM2.00 million of the proceeds to repay part of the Group s bank borrowings. As at 29 May 2015, the Group s total bank borrowings were approximately RM0.63 billion. At the prevailing interest rate of the Group at approximately 8% per annum, the Group anticipates an interest saving of approximately RM0.16 million per annum as the result of the repayment of bank borrowings. (3) The estimated expenses consist of professional fees, fees payable to the relevant authorities and other miscellaneous expenses. Any variation in the actual amount of the expenses for the Proposed Private Placement will be adjusted proportionately to/from the proceeds earmarked for the working capital purposes. The actual proceeds to be raised from the Proposed Private Placement are dependent on the final issue price of the Placement Shares and the subscription level of the Proposed Private Placement. Any variation in the actual proceeds raised will be adjusted to or from the amount earmarked for the working capital requirements of Bina Puri and its wholly-owned subsidiaries. Pending utilisation of the proceeds from the Proposed Private Placement for the abovementioned purposes, the proceeds will be placed in deposits with financial institution or short-term money market instruments as the Board may deem fit. The interest derived from the deposits with the financial institution or any gain arising from the short-term money market instruments will be used as working capital of Bina Puri and its wholly-owned subsidiaries. 3. RATIONALE FOR THE PROPOSED PRIVATE PLACEMENT Bina Puri had successfully placed out 35,528,800 new Bina Puri Shares pursuant to the Private Placement 2014, which raised a cumulative gross proceeds of approximately RM17.99 million as detailed in the table below: Tranche No. of new Shares Issue price per Share (RM) 1 7,482, ,000, ,271, ,775, Total 35,528,800 As at the LPD, Bina Puri and its wholly-owned subsidiaries have fully utilised the proceeds raised in the following manner: Amount raised from the Private Placement 2014 Amount utilised as at the LPD Working capital requirements 12,783 12,783 Repayment of bank borrowings 5,020 5,020 Expenses in relation to the Private Placement Total 17,991 17,991 5

6 After due consideration of the various methods of fund raising, the Board is of the opinion that the Proposed Private Placement is currently an appropriate avenue of fund raising as it enables the Group to raise funds without incurring interest cost as compared to bank borrowings. In addition, as the Proposed Private Placement may be implemented in tranches, this enables the Company to raise funds expeditiously on an as needed basis thus preventing an immediate dilution to the existing shareholders shareholdings. 4. EFFECTS OF THE PROPOSED PRIVATE PLACEMENT For illustrative purposes, the pro forma effects of the Proposed Private Placement are as follows: 4.1 Issued and paid-up share capital Issued and paid-up share capital as at the LPD To be issued pursuant to the full exercise of the Outstanding ESOS Options Assuming issuance of the Remaining Placement Shares To be issued pursuant to the Proposed Private Placement Enlarged issued and paid-up share capital Minimum Scenario Maximum Scenario No. of Bina Puri Shares RM No. of Bina Puri Shares RM 216,289, ,144, ,289, ,144, ,394,450 12,197, ,289, ,144, ,683, ,341, ,661,900 (2) 830, ,289, ,144, ,345, ,172,850 21,592,930 (1) 10,796,465 24,234,570 12,117, ,882, ,941, ,580, ,290,135 Notes: (1) Being approximately ten percent (10%) of issued and paid-up share capital of Bina Puri outstanding of RM107,964,675 comprising 215,929,350 Bina Puri Shares (i.e., after excluding Treasury Shares) as at the LPD. (2) Based on the number of new Bina Puri Shares to be issued under the maximum scenario pursuant to the Private Placement 2014 of 37,190,700 Shares after assuming all the Treasury Shares are resold in the open market prior to the issuance of the Remaining Placement Shares. [The rest of this page has been intentionally left blank] 6

7 4.2 NA and gearing The pro forma effects of the Proposed Private Placement on the NA and gearing of the Bina Puri Group are as follows: Minimum Scenario (Audited) (I) (II) Subsequent events up to the LPD (1) After (I) and the Proposed Private Placement As at 31 December 2014 Share capital 88, , ,941 Share premium 4,714 4,917 (2) 4,617 (5) Treasury shares - (202) (202) Other capital reserve 15,682 15,682 15,682 Translation reserve (4,603) (4,603) (4,603) Employee share option reserve 2,105 2,105 (3) 2,105 Retained profits 86,897 86,695 86,695 Shareholders funds / NA 193, , ,235 No. of Bina Puri Shares outstanding ( 000) 177, , ,522 NA per Bina Puri Share (RM) Total borrowings 637, ,022 (4) 630,022 (6) Gearing (times) Notes: (1) Taking into consideration of the issuance of 7,482,000 placement shares, 15,000,000 placement shares, 4,271,800 placement shares and 8,775,000 placement shares at issue price of RM0.500, RM0.505, RM0.515 and RM0.510 on 6 January 2015, 2 March 2015, 6 April 2015 and 11 May 2015, respectively pursuant to the Private Placement 2014, subsequent exercise of 96,000 ESOS Options and 2,752,000 ESOS Options at the exercise price of RM0.54 and RM0.51 per ESOS Option, respectively into a total of 2,848,000 new Bina Puri Shares and 360,000 Bina Puri Shares bought back from the open market on 11 March 2015 for a total consideration of RM201,600 by the Company. (2) After deducting expenses incurred of approximately RM0.055 million in relation to the Private Placement 2014 during the financial year ending 31 December (3) The adjustments to be made to the employee share option reserve will be subject to the auditors review at the next financial year end. 7

8 (4) After taking into consideration the repayment of part of the bank borrowings of Bina Puri and its wholly-owned subsidiaries amounting to approximately RM5.02 million from the proceeds raised from the Private Placement 2014 during the financial year ending 31 December (5) After deducting estimated expenses of approximately RM300,000 for the Proposed Private Placement. (6) Based on the utilisation of proceeds set out in Section 2.6 of this announcement. Maximum Scenario (Audited) (I) (II) (III) (IV) (V) As at 31 December 2014 Subsequent events up to the LPD (1) After (I) and assuming full exercise of the Outstanding ESOS Options (5) After (II) and disposal of the Treasury Shares in the open market (6) RM 000) After (III) and the issuance of the Remaining Placement Shares (7) After (IV) and the Proposed Private Placement Share capital 88, , , , , ,290 Share premium 4,714 4,917 (2) 7,504 7,504 7,504 7,179 (8) Treasury shares - (202) (202) Other capital reserve 15,682 15,682 15,682 15,682 15,682 15,682 Translation reserve (4,603) (4,603) (4,603) (4,603) (4,603) (4,603) Employee share option reserve 2,105 2,105 (3) Retained profits 86,897 86,695 86,695 86,695 86,695 86,695 Shareholders funds / NA 193, , , , , ,243 No. of Bina Puri Shares outstanding ( 000) 177, , , , , ,580 NA per Bina Puri Share (RM) Total borrowings 637, ,022 (4) 632, , , ,022 (9) Gearing (times)

9 Notes: (1) Taking into consideration of the issuance of 7,482,000 placement shares, 15,000,000 placement shares, 4,271,800 placement shares and 8,775,000 placement shares at issue price of RM0.500, RM0.505, RM0.515 and RM0.510 on 6 January 2015, 2 March 2015, 6 April 2015 and 11 May 2015, respectively pursuant to the Private Placement 2014, subsequent exercise of 96,000 ESOS Options and 2,752,000 ESOS Options at the exercise price of RM0.54 and RM0.51 per ESOS Option, respectively into a total of 2,848,000 new Bina Puri Shares and 360,000 Bina Puri Shares bought back from the open market on 11 March 2015 for a total consideration of RM201,600 by the Company. (2) After deducting expenses incurred of approximately RM0.055 million in relation to the Private Placement 2014 during the financial year ending 31 December (3) The adjustments to be made to the employee share option reserve will be subject to the auditors review at the next financial year end. (4) After taking into consideration the repayment of part of the bank borrowings of Bina Puri and its wholly-owned subsidiaries amounting to approximately RM5.02 million from the proceeds raised from the Private Placement 2014 during the financial year ending 31 December (5) Assuming full exercise of the 7,944,950 Outstanding ESOS Options and 16,449,500 Outstanding ESOS Options at the exercise price of RM0.54 and RM0.51 per ESOS Option, respectively into a total of 24,394,450 new Bina Puri Shares. (6) Assuming that all the Treasury Shares are resold in the open market at a price of RM0.56 each, being the cost of purchase of the Treasury Shares. (7) Assuming the Remaining Placement Shares are issued pursuant to the Private Placement 2014 at an assumed issue price of RM0.50 each, being the par value of the Bina Puri Shares and representing a discount of approximately 8.21% to the 5D-VWAP of Bina Puri Shares up to and including the LPD. (8) After deducting estimated expenses of approximately RM325,000 for the Proposed Private Placement. (9) Based on the utilisation of proceeds set out in Section 2.6 of this announcement. 4.3 Earnings and earnings per share The Proposed Private Placement is not expected to have an immediate material effect on the earnings of the Group for the financial year ending 31 December 2015 as the proceeds to be raised are expected to be utilised within six (6) to twelve (12) months from the date of the listing of the Placement Shares. However, it is expected to contribute positively to the future earnings of the Group when the benefits of the utilisation of proceeds are realised. Consequent to the increase in the number of Bina Puri Shares in issue arising from the Proposed Private Placement, the earnings per Bina Puri Share will be diluted accordingly. 9

10 4.4 Substantial shareholders shareholdings The effects of the Proposed Private Placement on the substantial shareholders shareholdings in the Company based on the Record of Depositors as at 29 May 2015 are as follows: Minimum Scenario As at 29 May 2015 After the Proposed Private Placement Direct Indirect Direct Indirect No. of Shares %* No. of Shares %* No. of Shares %* No. of Shares %* Jentera Jati Sdn Bhd 20,388,000 (1) ,388,000 (1) Tan Sri Datuk Tee Hock Seng, JP (2) 16,799,778 (1) ,780,925 (3) ,799,778 (1) ,780,925 (3) 1.59 Ng Keong Wee 14,093, ,093, Bumimaju Mawar Sdn Bhd 13,408, ,408, Notes: * Excluding the Treasury Shares. (1) Includes beneficial interest held through nominee company. (2) Group Managing Director of the Company. (3) Indirect interest - 340,000 Shares held by RHB Nominees (Tempatan) Sdn Bhd, Bank of China pledged securities account for Tee Hock Seng Holdings Sdn Bhd, 60,000 Shares held by Tee Hock Seng Holdings Sdn Bhd and 3,380,925 Shares held by Tan Sri Datuk Tee Hock Seng, JP s son, Matthew Tee Kai Woon. [The rest of this page has been intentionally left blank] 10

11 Maximum Scenario As at 29 May 2015 (I) Assuming full exercise of the Outstanding ESOS Options Direct Indirect Direct Indirect No. of Shares %* No. of Shares %* No. of Shares %* No. of Shares %* Jentera Jati Sdn Bhd 20,388,000 (1) ,388,000 (1) Tan Sri Datuk Tee Hock Seng, JP (2) 16,799,778 (1) ,780,925 (3) ,799,778 (1) ,780,925 (3) 1.57 Ng Keong Wee 14,093, ,093, Bumimaju Mawar Sdn Bhd 13,408, ,408, (II) After (I) and disposal of the Treasury Shares in the open market (III) After (II) and assuming issuance of the Remaining Placement Shares Direct Indirect Direct Indirect No. of Shares % No. of Shares % No. of Shares % No. of Shares % Jentera Jati Sdn Bhd 20,388,000 (1) ,388,000 (1) Tan Sri Datuk Tee Hock Seng, JP (2) 16,799,778 (1) ,780,925 (3) ,799,778 (1) ,780,925 (3) 1.56 Ng Keong Wee 14,093, ,093, Bumimaju Mawar Sdn Bhd 13,408, ,408,

12 (IV) After (III) and the Proposed Private Placement Direct Indirect No. of Shares % No. of Shares % Jentera Jati Sdn Bhd 20,388,000 (1) Tan Sri Datuk Tee Hock Seng, JP (2) 16,799,778 (1) ,780,925 (3) 1.42 Ng Keong Wee 14,093, Bumimaju Mawar Sdn Bhd 13,408, Notes: * Excluding the Treasury Shares. (1) Includes beneficial interest held through nominee company. (2) Group Managing Director of the Company. (3) Indirect interest - 340,000 Shares held by RHB Nominees (Tempatan) Sdn Bhd, Bank of China pledged securities account for Tee Hock Seng Holdings Sdn Bhd, 60,000 Shares held by Tee Hock Seng Holdings Sdn Bhd and 3,380,925 Shares held by Tan Sri Datuk Tee Hock Seng, JP s son, Matthew Tee Kai Woon. 4.5 Convertible securities Save for the 24,394,450 Outstanding ESOS Options which are exercisable into new Bina Puri Shares, the Company does not have any other outstanding warrants, options, convertible securities and uncalled capital as at the LPD. The Proposed Private Placement will not give rise to any adjustment to the exercise price and/or the number of Outstanding ESOS Options pursuant to the provisions of the by-laws governing the ESOS. 5. APPROVALS REQUIRED The Proposed Private Placement is conditional upon the approval being obtained from Bursa Securities for the listing of and quotation for the Placement Shares on the Main Market of Bursa Securities. The Company had obtained the approval of its shareholders at the twenty-third (23 rd ) Annual General Meeting ( AGM ) convened on 27 June 2014 pursuant to Section 132D of the Companies Act, 1965 that authorises the Directors to allot and issue shares in the Company at any time until the conclusion of the next AGM and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued does not exceed ten percent (10%) of the issued and paid-up share capital of the Company for the time being, and that such authority shall continue in force until the conclusion of the next AGM of the Company or the expiration of the period within which the next AGM is required by law to be held or revoked/varied by resolution passed by the shareholders in general meeting whichever is the earlier. 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 above. 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. 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 six (6) months from the date of the approval from Bursa Securities. 9. ADVISER AND PLACEMENT AGENT TA Securities has been appointed as the Adviser and Placement Agent in relation to the Proposed Private Placement. This announcement is dated 12 June