PROPOSED PRIVATE PLACEMENT OF UP TO TEN PERCENT (10.0%) OF THE ISSUED SHARE CAPITAL OF JETSON

Transcription

1 KUMPULAN JETSON BERHAD ( JETSON OR THE COMPANY ) PROPOSED PRIVATE PLACEMENT OF UP TO TEN PERCENT (10.0%) OF THE ISSUED SHARE CAPITAL OF JETSON 1.0 INTRODUCTION On behalf of the Board of Directors of Jetson ( Board ), KAF Investment Bank Berhad ( KAF IB ) wishes to announce that the Company is proposing to undertake a private placement of new ordinary shares in Jetson ( Jetson Shares ) of up to ten percent (10.0%) of the issued share capital of Jetson ( Proposed Private Placement ). Further details on the Proposed Private Placement are set out in the ensuing sections. 2.0 DETAILS OF THE PROPOSED PRIVATE PLACEMENT 2.1 Proposed Private Placement As at 25 June 2018, being the latest practicable date prior to this announcement ( LPD ), the issued share capital of the Company is RM million comprising 206,667,012 Jetson Shares. Additionally, Jetson has 34,193,402 outstanding warrants 2014/2019 ( Warrants ), which can be exercised into 34,193,402 new Jetson Shares. For illustrative purpose only, based on the issued share capital of Jetson as at the LPD, the Proposed Private Placement may entail the issuance of up to between 20,666,700 Jetson Shares and 24,086,000 Jetson Shares ( Placement Shares ), as follows:- (i) (ii) 20,666,700 Placement Shares, which represent approximately 10.00% of the Company s total number of issued shares as at the LPD, on the premise that the outstanding Warrants as at the LPD shall remain unexercised throughout the implementation of the Proposed Private Placement ( Minimum Scenario ); or 24,086,000 Placement Shares, which represent approximately 10.00% of the Company s total enlarged number of issued shares of 240,860,414 Jetson Shares, assuming all of the outstanding 34,193,402 Warrants as at the LPD are exercised into new Jetson Shares prior to the Proposed Private Placement ( Maximum Scenario ). It is the Company s existing plan to place out the Placement Shares to independent third-party investor(s) to be identified and secured at a later date. The Placement Shares are to be issued under an existing approval obtained from the shareholders of Jetson at the Company s Annual General Meeting ( AGM ) held on 25 May 2018 ( General Mandate ), which authorises the Board to allot and issue new Jetson Shares at any time upon such terms and conditions and for such purposes as the Board may, in its absolute discretion, deem fit provided that the aggregate number of Jetson Shares to be issued pursuant to the General Mandate does not exceed ten percent (10%) of the total number of issued shares of the Company. 1

2 2.2 Placement arrangement The Company intends to place out the Placement Shares via KAF IB acting as the placement agent to independent third-party investor(s) to be identified and secured at a later date. Such investor(s) shall be person(s) who qualify under Schedules 6 and 7 of the Capital Markets & Services Act In order to optimise the proceeds which may be raised from the Proposed Private Placement, with regard to market conditions and the market traded prices of Jetson Shares, the Proposed Private Placement may be implemented in tranches up to such number of Placement Shares representing ten percent (10%) of the total number of issued shares of the Company and at different issue price for each tranche to be determined at the relevant price fixing dates. 2.3 Basis and justification of arriving at the issue price The issue price of the Placement Shares shall be determined by the Board at a later date to be determined ( Price-Fixing Date ) and may be pegged at a discount of not more than 10%, if deemed appropriate by the Board, from the five (5)-day volume-weighted average market price ( VWAP ) of Jetson Shares traded on Bursa Malaysia Securities Berhad ( Bursa Securities ) immediately prior to the Price-Fixing Date. 2.4 Ranking of the Placement Shares The Placement Shares will, upon allotment and issue, rank pari passu in all respects with the existing Jetson Shares, except that they shall not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid before the date of allotment of the Placement Shares. 2.5 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 in due course. 2.6 Utilisation of proceeds The quantum of proceeds to be received by the Company pursuant to the Proposed Private Placement would depend on the actual number of Placement Shares issued. For illustration purpose, the Proposed Private Placement may raise gross proceeds of up to RM4.13 million under the Minimum Scenario and up to RM4.82 million under the Maximum Scenario assuming the Placement Shares are placed out at an indicative issue price of RM0.20 per Placement Share ( Indicative Placement Price ), which represents a discount of 8.38% from the five (5)-day VWAP of Jetson Shares up to and including the LPD of RM The proceeds are proposed to be utilised as follows:- Proposed Utilisation Expected utilisation time frame Minimum Scenario Maximum Scenario Working capital for Jetson and its subsidiaries Within 12 months 4,073 4,757 ( Jetson Group or the Group ) (1) Estimated expenses relating to the Proposed Private Placement Within 1 month Total 4,133 4,817 Note:- (1) Intended to be utilised to meet the Group s working capital requirements such as operating expenses, payment for staff salaries and trade creditors. The proceeds to be utilised for each component of working capital are subject to the operating requirements at the time of utilisation and therefore has not been determined at this juncture. 2

3 Any difference between the illustrated proceeds above and the actual proceeds raised from the Proposed Private Placement (which is dependent on the final issue price of the Placement Shares and the final number of Placement Shares issued) as well as any differences in the actual expenses relating to the Proposed Private Placement shall be adjusted to the allocation for working capital of the Jetson Group. 3.0 RATIONALE FOR THE PROPOSED PRIVATE PLACEMENT The Proposed Private Placement will enable Jetson to raise funds without incurring interest cost which would otherwise arise if the Group were to borrow further to fund its working capital requirements. The Board also views the Proposed Private Placement as the most appropriate avenue of raising funds given the expected timeframe for completion of the exercise. The Proposed Private Placement will also increase the capitalisation of the Company and further strengthen the financial position of the Jetson Group. 4.0 EFFECTS OF THE PROPOSED PRIVATE PLACEMENT The effects of the Proposed Private Placement on the share capital, substantial shareholders shareholdings, net assets ( NA ) and earnings of Jetson are illustrated in the sections below. 4.1 Share capital The effects of the Proposed Private Placement on the share capital of Jetson are as follows:- Minimum Scenario Shares As at the LPD 206,667, ,062,886 To be issued pursuant to the Proposed Private Placement (1) 20,666,700 4,133,340 After the Proposed Private Placement 227,333, ,196,226 RM Maximum Scenario Shares As at the LPD 206,667, ,062,886 To be issued upon full exercise of the Warrants (2) 34,193,402 25,645, ,860, ,707,938 To be issued pursuant to the Proposed Private Placement (3) 24,086,000 4,817,200 After the Proposed Private Placement 264,946, ,525,138 Notes:- (1) Assuming 20,666,700 Placement Shares are issued at the Indicative Placement Price of RM0.20 per Placement Share and the amount is fully credited to the share capital account of Jetson in accordance with the Companies Act, 2016 ( Act ). (2) Assuming the issuance of 34,193,402 new Jetson Shares upon full exercise of 34,193,402 Warrants into new Jetson Shares at an exercise price of RM0.75 per Warrant and the amount is fully credited to the share capital account of Jetson in accordance with the Act. (3) Assuming 24,086,000 Placement Shares are issued at the Indicative Placement Price of RM0.20 per Placement Share and the amount is fully credited to the share capital account of Jetson in accordance with the Act. RM 3

4 4.2 Earnings and earnings per share The Proposed Private Placement is expected to contribute positively to the future earnings of the Group due to the availability of additional working capital to the Group. However, the earnings per Jetson Share is expected to be diluted as a result of the increase in the number of Jetson Shares in issue after the Proposed Private Placement. 4.3 NA per share and gearing The proforma effects of the Proposed Private Placement on the NA per share and gearing of Jetson based on the audited consolidated financial statements of Jetson for the financial year ended 31 December 2017, assuming the Placement Shares are placed out at the Indicative Placement Price of RM0.20 per Placement Share, are as follows:- Minimum Scenario Audited as at 31 December 2017 After Proposed Private Placement Share capital 109, ,196 (Accumulated losses) (30,577) (30,577) Reserves 23,458 23,398 (1) Shareholders equity/ NA 101, ,017 No. of ordinary shares ( 000) 206, ,334 NA per ordinary share (RM) Borrowings () 61,268 61,268 Gearing (times) Maximum Scenario Audited as at 31 December 2017 (I) After full exercise of the Warrants (II) After (I) and the Proposed Private Placement Share capital 109, , ,525 (Accumulated losses) (30,577) (30,577) (30,577) Reserves 23,458 23,458 23,398 (1) Shareholders equity/ NA 101, , ,346 No. of ordinary shares ( 000) 206, , ,946 NA per ordinary share (RM) Borrowings () 61,268 61,268 61,268 Gearing (times) Note:- (1) After defraying the estimated expenses in relation to the Proposed Private Placement of RM60,000. 4

5 4.4 Substantial shareholders shareholdings The proforma effects of the Proposed Private Placement on the substantial shareholders shareholdings in the Company are set out as below:- Minimum Scenario As at the LPD After the Proposed Private Placement Direct Indirect Direct Indirect Substantial shareholders Datuk Teh Kian An 25,153, ,540, ,153, ,540, Next Peak Assets Limited 18,500, ,500, Phoa Boon Ting 18,120, ,120, Tee Chee Beng 6,278, ,093, ,278, ,093, Notes:- (1) Held through spouse and children pursuant to Section 59(11)(c) of the Act. (2) Held through corporation in which the director is interested pursuant to Section 8(4)(c) of the Act. (3) Held through children pursuant to the Section 59(11)(c) of the Act. (4) Held through niece. 5

6 Maximum Scenario (I) As at the LPD After full exercise of the Warrants Direct Indirect Direct Indirect Substantial shareholders Datuk Teh Kian An 25,153, ,540, ,550, ,449, Next Peak Assets Limited 18,500, ,500, Phoa Boon Ting 18,120, ,120, Tee Chee Beng 6,278, ,093, ,278, ,177, (II) After (I) and the Proposed Private Placement Direct Indirect Substantial shareholders Datuk Teh Kian An 29,550, ,449, Next Peak Assets Limited 18,500, Phoa Boon Ting 18,120, Tee Chee Beng 6,278, ,177, Notes:- (1) Held through spouse and children pursuant to Section 59(11)(c) of the Act. (2) Held through corporation in which the director is interested pursuant to Section 8(4)(c) of the Act. (3) Held through children pursuant to the Section 59(11)(c) of the Act. (4) Held through niece. 6

7 4.5 Convertible Securities As at the LPD, there are 34,193,402 outstanding Warrants. Based on the deed poll governing the Warrants, no adjustments are expected to be made to the existing exercise price and the number of outstanding Warrants which remain unexercised upon the issue of the Placement Shares. 5.0 APPROVALS REQUIRED The Proposed Private Placement is subject to the following approvals being obtained:- (i) (ii) (iii) Bursa Securities for the listing of and quotation for the Placement Shares to be issued pursuant to the Proposed Private Placement on the Main Market of Bursa Securities ( Bursa Securities Approval ); the Ministry of International Trade and Industry ( MITI ) (if required); and any other relevant authorities (if applicable). The Company had obtained the approval of its shareholders at the last AGM convened on 25 May 2018 authorising the Board to issue new Jetson Shares from time to time upon such terms and conditions and for such purposes as the Board may deem fit provided that the aggregate number of Jetson Shares to be issued does not exceed ten percent (10%) of the total number of issued shares of the Company. The approval is valid until the next AGM of Jetson, unless revoked or varied by the Company at a general meeting. 6.0 DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors, major shareholders and/or persons connected with the Directors and/or major shareholders of Jetson would have any interest, direct or indirect, in the Proposed Private Placement. 7.0 ADVISER AND PLACEMENT AGENT The Board has appointed KAF IB as the Adviser and the sole placement agent for the Proposed Private Placement. 8.0 FURTHER INFORMATION The applications to Bursa Securities and MITI (if required) for the Proposed Private Placement are expected to be made within one (1) month from the date of this announcement. Barring any unforeseen circumstances, the Board expects to the Proposed Private Placement to be completed within six (6) months from the date of Bursa Securities Approval. This announcement is dated 3 July