Further details on the Proposed Bonus Issue are set out in the ensuing sections.

Transcription

1 BOUSTEAD PLANTATIONS BERHAD ( BPB OR COMPANY ) PROPOSED BONUS ISSUE OF 640,000,000 NEW ORDINARY SHARES IN BPB ( BPB SHARES ) ( BONUS SHARES ) ON THE BASIS OF 2 BONUS SHARES FOR EVERY 5 EXISTING BPB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER 1. INTRODUCTION On behalf of the Board of Directors of BPB ( Board ), Affin Hwang Investment Bank Berhad ( Affin Hwang IB ) wishes to announce that the Company proposes to undertake a bonus issue of 640,000,000 new Bonus Shares on the basis of 2 Bonus Shares for every 5 existing BPB Shares held on an entitlement date to be determined later ( Entitlement Date ) ( Proposed ). Further details on the Proposed are set out in the ensuing sections. 2. DETAILS OF THE PROPOSED BONUS ISSUE 2.1 Basis and number of Bonus Shares to be issued The Proposed will involve the issuance of 640,000,000 Bonus Shares to be credited as fully paid-up on the basis of 2 Bonus Shares for every 5 existing BPB Shares held by the shareholders of BPB whose names appear in the Record of Depositors of the Company on the Entitlement Date ( Entitled Shareholders ). The issuance of 640,000,000 Bonus Shares was based on the issued share capital of the Company as at 31 October 2017, being the latest practicable date prior to this announcement ( LPD ), of RM800,000,000 comprising 1,600,000,000 BPB Shares. The Company does not hold any treasury shares as at the LPD. The Entitlement Date will be determined at a later date upon receipt of all relevant approvals for the Proposed. The Proposed is not intended to be implemented in stages over a period of time. Fractional entitlements of the Bonus Shares will be disregarded and shall be dealt with in such manner as the Board, in their absolute discretion, thinks fit or expedient and in the best interest of the Company. 2.2 Capitalisation of reserves The Proposed will be effected by capitalising a total of RM320,000,000 from the Company s share premium account. Based on the Company s latest audited financial statements for the financial year ended ( FYE ) 31 December 2016, the proposed capitalisation from the share premium account for the Proposed is illustrated below: Group/Company level Share premium Audited as at 31 December ,344 Less: Amount to be capitalised pursuant to the Proposed (320,000) After the Proposed (2) 302,344 1

2 Notes: Under the no par regime of the Companies Act, 2016 ( Act ) which came into effect on 31 January 2017, the concept of share premium will no longer be applicable and any amount standing to the credit of the Company s share premium account shall be consolidated as part of its share capital. However, the Company intends to take advantage of the 24-month period from 31 January 2017 provided under Section 618 of the Act to exhaust its existing share premium account by undertaking the Proposed. (2) The balance in the share premium account will be consolidated as part of the Company s issued share capital. Pursuant to Paragraph 6.30 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ) ( MMLR ), the Board confirms that the Company has adequate reserves for capitalisation of the Bonus Shares and such reserves are unimpaired by losses on a consolidated basis based on the Company s latest audited consolidated financial statements for the FYE 31 December 2016 as well as the latest unaudited quarterly results for the financial period ended 30 September Ranking of the Bonus Shares The Bonus Shares will, upon allotment and issuance, rank pari passu in all respects with the existing BPB Shares, save and except that the Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid where the entitlement date precedes the date of allotment and issuance of the Bonus Shares. 2.4 Listing of and quotation for the Bonus Shares An application will be made to Bursa Securities for the listing of and quotation for the Bonus Shares on the Main Market of Bursa Securities. Upon receipt of all relevant approvals, the Bonus Shares will be listed and quoted on the Main Market of Bursa Securities on the next market day after the Entitlement Date. The notice of allotment for the Bonus Shares will be issued and despatched to the Entitled Shareholders no later than 4 market days after the date of listing and quotation for the Bonus Shares, or such other period as may be prescribed by Bursa Securities. 3. RATIONALE FOR THE PROPOSED BONUS ISSUE The Proposed is intended to reward the shareholders of the Company for their loyalty and continued support to BPB and its subsidiaries ( BPB Group ). After due consideration of the various options available, the Board is of the view that the Proposed is an appropriate avenue for the Company to reward its shareholders as the Proposed : (i) (ii) will enlarge the number of BPB Shares held by the existing shareholders in terms of the number of BPB Shares, whilst maintaining their percentage of equity interest; and is expected to enhance the marketability and trading liquidity of BPB Shares by way of larger capital base. 2

3 4. EFFECTS OF THE PROPOSED BONUS ISSUE For illustrative purposes, the proforma effects of the Proposed are set out in the following sections: 4.1 Issued share capital The proforma effects of the Proposed on the issued share capital of BPB are as follows: No. of BPB Shares Amount 000 Issued share capital as at LPD 1,600, ,000 Add: No. of Bonus Shares to be issued pursuant to the Proposed 640, ,000 Enlarged share capital after the Proposed 2,240,000 1,120, Net assets ( NA ) and gearing The proforma effects of the Proposed on the NA and gearing of BPB Group based on its latest audited consolidated statement of financial position as at 31 December 2016 and assuming that the Proposed have been completed on the said date are as follows: Audited as at 31 December 2016 After the Proposed Share capital 800,000 1,120,000 Non-distributable reserves 622, ,495 Retained earnings 763,206 (2) 763,006 Shareholders equity / NA 2,185,701 2,185,501 No. of BPB Shares in issue ( 000) 1,600,000 (3) 2,240,000 NA per BPB Share (RM) Total borrowings 901, ,152 Gearing (times) Notes: After capitalisation of RM320 million from the share premium account, which forms part of the nondistributable reserves, as illustrated below: Audited as at 31 December 2016 After the Proposed Share premium 622, ,344 Other capital reserves Non-distributable reserves 622, ,495 (2) After deduction of estimated expenses amounting to about RM200,000 in relation to the Proposed. (3) Issuance of 640,000,000 BPB Shares pursuant to the Proposed. 3

4 4.3 Earnings and earnings per share ( EPS ) The Proposed is not expected to have any material effect on the earnings of BPB Group for the FYE 31 December Upon completion of the Proposed, which is expected to be completed by the 1st quarter of 2018, there will be a corresponding dilution in the EPS of BPB Group as a result of the increase in the number of BPB Shares arising from the Proposed. 4.4 Convertible securities As at LPD, the Company does not have any other convertible securities in issue. 4.5 Substantial shareholders shareholdings The Proposed will not have any effect on the percentage shareholdings of the substantial shareholders of the Company. However, the number of BPB Shares held by each substantial shareholder will increase proportionately as a result of the Proposed. 5. APPROVALS REQUIRED The Proposed is subject to and conditional upon the following approval being obtained: (i) (ii) Bursa Securities, for the listing of and quotation for the Bonus Shares on the Main Market of Bursa Securities; and the shareholders of the Company, at an extraordinary general meeting to be convened. 6. CONDITIONALITY The Proposed is not conditional upon any other corporate exercise undertaken or to be undertaken by the Company. 7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the directors and/or major shareholders of BPB and/or persons connected with them have any interest, directly or indirectly, in the Proposed apart from their respective entitlements to the Bonus Shares as shareholders of the Company, to which all other Entitled Shareholders are similarly entitled to. 8. DIRECTORS STATEMENT The Board, having considered all aspects of the Proposed, including but not limited to the rationale and effects of the Proposed, is of the view that the Proposed Bonus Issue is in the best interest of the Company and its shareholders. 9. ADVISER Affin Hwang IB has been appointed as the Principal Adviser for the Proposed. 4

5 10. APPLICATION TO THE RELEVANT AUTHORITIES The application to the relevant authorities will be made within 1 month from the date of this announcement. 11. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposed is expected to be completed by the 1st quarter of This announcement is dated 21 November