In any event, the actual number of Bonus Shares to be issued will depend on the number of MCHB Shares in issue on the Entitlement Date.

Transcription

1 MATRIX CONCEPTS HOLDINGS BERHAD ( OR COMPANY ) PROPOSED BONUS ISSUE OF UP TO 163,941,084 NEW ORDINARY SHARES IN ( SHARES ) ( BONUS SHARES ) ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY FOUR (4) EXISTING SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ( PROPOSED BONUS ISSUE ) 1. INTRODUCTION On behalf of the Board of Directors of ( Board ), Maybank Investment Bank Berhad ( Maybank IB ) wishes to announce that the Company proposes to undertake the Proposed Bonus Issue. 2. DETAILS OF THE PROPOSED BONUS ISSUE 2.1 Basis and number of Bonus Shares The Proposed Bonus Issue involves the issuance of up to 163,941,084 Bonus Shares on the basis of one (1) Bonus Share for every four (4) existing Shares held by the shareholders of whose names appear on the Record of Depositors of the Company at the close of business on a date to be determined and announced later by the Board ( Entitlement Date ). As at 28 April 2017, being the latest practicable date prior to this announcement ( LPD ), the share capital of stood at RM577,626,374 comprising 574,368,927 Shares. As at the LPD, also has 29,459,200 outstanding options granted under the Company s Employees Share Option Scheme ( ESOS ) ( ESOS Options ) and 51,936,210 outstanding warrants ( Warrants ) which are exercisable into 81,395,410 new Shares in total. Assuming none of the outstanding ESOS Options and Warrants as at the LPD are exercised on or prior to the Entitlement Date ( ), 143,592,231 Bonus Shares will be issued pursuant to the Proposed Bonus Issue and hence, the share capital of will increase by RM143,592,231 and the enlarged issued share capital of will comprise 717,961,158 Shares. Assuming all of the outstanding ESOS Options and Warrants as at the LPD are exercised on or prior to the Entitlement Date ( ), 163,941,084 Bonus Shares will be issued pursuant to the Proposed Bonus Issue and hence, the share capital of will increase by RM163,941,084 and the enlarged issued share capital of will comprise 819,705,421 Shares. In any event, the actual number of Bonus Shares to be issued will depend on the number of Shares in issue on the Entitlement Date. Under both the and, the Proposed Bonus Issue will be capitalised from the share premium and retained profits accounts of at an amount of RM1.00 per Bonus Share. Fractional entitlements arising from the Proposed Bonus Issue, if any, shall be dealt with by the Board in such manner as it may in its absolute discretion deems fit and expedient, and in the best interest of the Company. The Proposed Bonus Issue is not intended to be implemented in stages over a period of time. 1

2 2.2 Capitalisation of reserves For illustrative purposes, the proforma effects of the Proposed Bonus Issue on the share premium and retained profits accounts based on the Company s latest audited financial statements for the 15-month financial period ended ( FPE ) 31 March 2016 and the Company s latest unaudited financial statements for the financial year ended ( FYE ) 31 March 2017 are as follows: Based on the audited financial statements for the 15-month FPE 31 March 2016 Company level Share premium Retained profits Share premium Retained profits Audited as at 31 March , ,209 31, ,209 Adjustments up to and including 30 January 2017* relating to the exercise of the: - ESOS Options (1) 4,040 (10,046) 4,040 (10,046) - Warrants (2) 7,421-7,421 - Dividends received from the subsidiaries of the Company (3) Dividends paid and to be paid to the shareholders of the Company (4) Amount to be capitalised for the Proposed Bonus Issue - 130, ,000 - (103,652) - (103,652) 43, ,511 43, ,511 (43,405) (100,187) (43,405) (120,536) Estimated expenses for the Proposed Bonus Issue - (400) - (400) Balance after the Proposed Bonus Issue - 46,924-26,575 Notes: (1) Being adjustments relating to the exercise of ESOS Options from 1 April 2016 up to and including 30 January 2017, being the date prior to the Companies Act, 2016 ( Act ) coming into force on 31 January 2017*, which comprise the following: (iii) exercise of 2,951,273 ESOS Options by the holders of ESOS Options; allocation of ESOS Options fair value to reserves; and reversal of ESOS Options from reserves due to resignations. (2) Being adjustments arising from the exercise of 5,301,492 Warrants for the period from 1 April 2016 up to and including 30 January 2017, being the date prior to the Act coming into force on 31 January 2017*. (3) Representing the dividends received from the subsidiaries of the Company, namely BSS Development Sdn Bhd and Matrix Excelcon Sdn Bhd on 28 March 2017 of RM130 million in total. (4) After taking into consideration the following: the fifth interim single tier dividend of 4.40 sen per Share in respect of the 15-month FPE 31 March 2016 that was paid on 1 July 2016; 2

3 the first interim single tier dividend of 3.25 sen per Share, second interim single tier dividend of 3.25 sen per Share and third interim single tier dividend of 3.50 sen per Share in respect of the FYE 31 March 2017 that were paid on 6 October 2016, 12 January 2017 and 12 April 2017, respectively; and (iii) the fourth interim single tier dividend of 3.75 sen per Share in respect of the FYE 31 March 2017 which was declared by the Board on 16 May 2017 and to be paid on 20 June * The Minister of Domestic Trade, Co-operatives and Consumerism appointed 31 January 2017 as the date on which the Act comes into force, except for Section 241 and Division 8 of Part III of the Act. Pursuant to the Act: all shares issued before or upon the commencement of the Act shall have no par or nominal value. Where a share is issued before the commencement of the Act, the amount paid on the share shall be the sum of all amounts paid to the company at any time for the share, but not including any premium; and upon commencement of the Act, any amount standing to the credit of the company s share premium account shall become part of the company s share capital. However, the company may, within 24 months upon the commencement of the Act, use the amount standing to the credit of its share premium account for specific purposes set out in the transitional provisions of the Act. Thereafter, any unutilised credit balance in the share premium account shall be transferred and credited to the share capital of the company. Based on the latest unaudited financial statements for the FYE 31 March 2017 Company level Share premium Retained profits Share premium Retained profits Unaudited as at 31 March , ,220 43, ,220 Dividends to be paid to the shareholders of the Company (1) Amount to be capitalised for the Proposed Bonus Issue - (21,539) - (21,539) 43, ,681 43, ,681 (43,405) (100,187) (43,405) (120,536) Estimated expenses for the Proposed Bonus Issue - (400) - (400) Balance after the Proposed Bonus Issue - 70,094-53,745 Note: (1) After taking into consideration the fourth interim single tier dividend of 3.75 sen per Share in respect of the FYE 31 March 2017 which was declared by the Board on 16 May 2017 and to be paid on 20 June

4 The Board confirms that the reserves required for the capitalisation of the Proposed Bonus Issue is adequate and unimpaired by losses on a consolidated basis based on the Company s latest audited consolidated financial statements for the 15-month FPE 31 March 2016 as well as the Company s latest unaudited consolidated financial statements for the FYE 31 March 2017 in accordance with Paragraph 6.30(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ). 2.3 Ranking of the Bonus Shares The Bonus Shares will, upon allotment and issuance, rank pari passu in all respects with the then existing Shares, save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions which may be declared, made or paid, the entitlement date of which precedes the date of allotment of the Bonus Shares. 2.4 Listing and quotation of the Bonus Shares An application will be made to Bursa Securities for the listing and quotation of the Bonus Shares on the Main Market of Bursa Securities. 3. RATIONALE FOR THE PROPOSED BONUS ISSUE The Board intends to undertake the Proposed Bonus Issue to reward the shareholders of the Company for their loyalty and continuing support by enabling them to have greater participation in the equity of the Company in terms of number of shares, while retaining their percentage of equity interest held. Additionally, the Proposed Bonus Issue is expected to improve the trading liquidity and marketability of Shares on the Main Market of Bursa Securities while increasing the capital base of the Company. 4. EFFECTS OF THE PROPOSED BONUS ISSUE The proforma effects of the Proposed Bonus Issue have been shown based on and. 4.1 Share capital The proforma effect of the Proposed Bonus Issue on the share capital of the Company is as follows: Shares RM Shares As at the LPD 574,368, ,626, ,368, ,626,374 Assuming full exercise of the outstanding ESOS Options Assuming full exercise of the outstanding Warrants To be issued pursuant to the Proposed Bonus Issue RM ,459,200 78,917, ,936, ,646, ,368, ,626, ,764, ,191, ,592, ,592, ,941, ,941,084 Enlarged share capital 717,961, ,218, ,705, ,132,358 4

5 4.2 Substantial shareholders shareholdings The proforma effect of the Proposed Bonus Issue on the shareholdings of the substantial shareholders of the Company is as follows: As at the LPD After the Proposed Bonus Issue Direct Indirect Direct Indirect Dato Lee Tian Hock 100,787, ,207, (1) 125,983, ,259, (1) Shining Term Sdn Bhd 84,587, ,734, Datin Yong Chou Lian 1,875, ,212, (2) 2,343, ,265, (2) Employees Provident Fund Board 31,422, ,278, As at the LPD Proforma I Assuming full exercise of the outstanding ESOS Options and Warrants Proforma II After Proforma I and the Proposed Bonus Issue Direct Indirect Direct Indirect Direct Indirect Dato Lee Tian Hock 100,787, ,207, (1) 102,903, ,010, (1) 128,629, ,763, (1) Shining Term Sdn Bhd 84,587, ,587, ,734, Datin Yong Chou Lian 1,875, ,212, (2) 1,875, ,212, (2) 2,343, ,265, (2) Employees Provident Fund Board 31,422, ,422, ,278, Notes: (1) Deemed interested by virtue of his interests in Shining Term Sdn Bhd, Ambang Kuasa Sdn Bhd, Magnitude Point Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 8 of the Act and the shareholdings of his spouse, Datin Yong Chou Lian pursuant to Section 59 of the Act. (2) Deemed interested by virtue of her interests in Shining Term Sdn Bhd and Yakin Teladan Sdn Bhd pursuant to Section 8 of the Act. 5

6 4.3 Net assets ( NA ) per Share and gearing For illustrative purposes, based on the Company s latest audited consolidated statement of financial position as at 31 March 2016 and on the assumption that the Proposed Bonus Issue had been effected on that date, the proforma effects of the Proposed Bonus Issue on the audited consolidated NA per Share and gearing of the Company as at 31 March 2016 are as follows: Audited as at 31 March 2016 Proforma I After the material events subsequent to 31 March 2016 and up to and including 16 May 2017 (1) Proforma II After Proforma I and the Proposed Bonus Issue (2) RM 000 RM 000 RM 000 Share capital 563, , ,219 Share premium 31,944 43,405 - Option reserve 4,657 12,484 12,484 Translation reserve (156) (156) (156) Retained profits 284, ,094 70,507 Shareholders funds / NA 885, , ,054 Number of Shares in issue ( 000) 563, , ,961 NA per Share (3) (RM) Total borrowings 204, , ,419 Gearing (4) (times) Audited as at 31 March 2016 Proforma I Proforma II Proforma III After the material events subsequent to 31 March 2016 and up to and including 16 May 2017 (1) After Proforma I and full exercise of the outstanding ESOS Options and Warrants After Proforma II and the Proposed Bonus Issue (2) RM 000 RM 000 RM 000 RM 000 Share capital 563, , , ,132 Share premium 31,944 43,405 43,405 - Option reserve 4,657 12, Translation reserve (156) (156) (156) (156) Retained profits 284, , ,094 50,158 Shareholders funds / NA 885, , , ,134 Number of Shares in issue ( 000) 563, , , ,705 NA per Share (3) (RM) Total borrowings 204, , , ,419 Gearing (4) (times)

7 Notes: (1) Being adjustments arising from the following subsequent events from 1 April 2016 up to and including 16 May 2017: (iii) (iv) exercise of 5,109,684 ESOS Options by the holders of ESOS Options; allocation of ESOS Options fair value to reserves; reversal of ESOS Options from reserves due to resignations; exercise of 5,301,825 Warrants; (v) payment of the fifth interim single tier dividend of 4.40 sen per Share in respect of the 15- month FPE 31 March 2016 on 1 July 2016; (vi) (vii) payment of the first interim single tier dividend of 3.25 sen per Share, second interim single tier dividend of 3.25 sen per Share and third interim single tier dividend of 3.50 sen per Share in respect of the FYE 31 March 2017 on 6 October 2016, 12 January 2017 and 12 April 2017, respectively; and the fourth interim single tier dividend of 3.75 sen per Share in respect of the FYE 31 March 2017 which was declared by the Board on 16 May 2017 and to be paid on 20 June (2) After deducting estimated expenses relating to the Proposed Bonus Issue of RM400,000. (3) Calculated as NA attributable to shareholders of the Company divided by the number of Shares in issue. (4) Calculated as total borrowings divided by NA attributable to the shareholders of the Company. 4.4 Earnings and earnings per Share ( EPS ) The Proposed Bonus Issue is not expected to have any effect on the earnings of and its subsidiaries ( Group ) for the financial year ending 31 March However, assuming that the earnings of the Group remain unchanged, the EPS of the Group will be proportionately diluted as a result of the increase in the number of Shares arising from the Proposed Bonus Issue. 4.5 Convertible securities Save for the outstanding ESOS Options and Warrants, the Company does not have other convertible securities as at the LPD. The Proposed Bonus Issue will give rise to the following: adjustments to the exercise price and the number of Shares covered under such outstanding ESOS Options held by each holder of the ESOS Options pursuant to the provisions of the by-laws governing the ESOS; and adjustments to the exercise price and the number of outstanding Warrants held by each holder of the Warrants pursuant to the provisions of the deed poll dated 20 July 2015 constituting the Warrants. The rights and obligations of the holders of the ESOS Options and Warrants remain unchanged, save for the abovementioned adjustments which will be determined after the Entitlement Date. 7

8 5. APPROVALS REQUIRED The Proposed Bonus Issue is subject to the following approvals being obtained: Bursa Securities for the following: (a) (b) listing and quotation of the Bonus Shares on the Main Market of Bursa Securities; and listing and quotation of the additional Warrants to be issued arising from the adjustment pursuant to the Proposed Bonus Issue and the new Shares to be issued arising from the exercise of the said additional Warrants on the Main Market of Bursa Securities; (iii) shareholders of at a general meeting to be convened; and any other authorities/parties, if required. 6. INTERESTS OF THE DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors, major shareholders and/or persons connected with them has any interest, direct and/or indirect, in the Proposed Bonus Issue, save for their respective entitlements as shareholders of under the Proposed Bonus Issue which are also available to all other shareholders of. 7. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed Bonus Issue including but not limited to the rationale as well as effects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interest of the Company. 8. ADVISER Maybank IB has been appointed as Principal Adviser to the Company for the Proposed Bonus Issue. 9. APPLICATION TO THE AUTHORITY AND ESTIMATED TIMEFRAME FOR COMPLETION The application to Bursa Securities in relation to the Proposed Bonus Issue will be made within one (1) month from the date of this announcement. Barring unforeseen circumstances, the Proposed Bonus Issue is expected to be completed by the third (3 rd ) quarter of This announcement is dated 16 May