We refer to the announcement dated 8 June 2015 in relation to the Proposed Disposal ( First Announcement ).

Transcription

1 ( GLBHD OR COMPANY ) (I) (II) PROPOSED DISPOSAL OF ENTIRE EQUITY INTERESTS IN YAPIDMAS PLANTATION SDN BHD, SRI KEHUMA SDN BHD, LADANG KLUANG SDN BHD AND TANAH EMAS OIL PALM PROCESSING SDN BHD, AND A PARCEL OF OIL PALM PLANTATION LAND MEASURING APPROXIMATELY HECTARES IN BELURAN, SABAH, TO PONTIAN UNITED PLANTATIONS BERHAD FOR A TOTAL CASH CONSIDERATION OF RM655.0 MILLION ( PROPOSED DISPOSAL ); AND PROPOSED DISTRIBUTION OF THE PROCEEDS ARISING FROM THE PROPOSED DISPOSAL TO ALL ENTITLED SHAREHOLDERS OF GLBHD FOR A CASH DISTRIBUTION OF RM0.88 PER SHARE BY WAY OF A PROPOSED CAPITAL REDUCTION AND REPAYMENT AND PROPOSED SPECIAL DIVIDEND ( PROPOSED DISTRIBUTION ) (COLLECTIVELY REFERRED TO AS ) This Announcement is dated 22 July We refer to the announcement dated 8 June 2015 in relation to the Proposed Disposal ( First Announcement ). Unless otherwise stated, the definitions used throughout this announcement shall have the same meaning as defined in the First Announcement. 1. INTRODUCTION On behalf of the Board of Directors of GLBHD ( Board ), AmInvestment Bank Berhad ( AmInvestment Bank ) wishes to announce that, subject to the completion of the Proposed Disposal, the Company proposes to undertake a cash distribution of RM0.88 for every ordinary share in GLBHD ( GLBHD Share(s) or Share(s) ), which amounts to approximately RM million, on an entitlement date to be determined and announced later. Please refer to Section 2 of this Announcement for further details. On behalf of the Board, AmInvestment Bank also wishes to announce that the Company proposes to utilise the net proceeds from the Disposal Consideration pursuant to the Proposed Disposal in the manner set out in Section 3 of this Announcement. In addition, GLBHD has sought clarification with Bursa Securities with regards to its listing status pursuant to the Proposed Disposal. Please refer to Section 4 of this Announcement for further details. 2. PROPOSED DISTRIBUTION The Company proposes to undertake a cash distribution of RM0.88 for every GLBHD Share, which amounts to approximately RM million, by way of the following:- proposed capital reduction and repayment of RM0.75 via reduction of the par value of each existing GLBHD Shares pursuant to Section 64 of the Companies Act, 1965 ( Proposed Capital Repayment ); and proposed distribution of a special cash dividend of RM0.13 each ( Proposed Special Dividend ). Collectively, the Proposed Capital Repayment and Proposed Special Dividend are hereinafter referred to as Proposed Distribution. The entitlement date for the Proposed Distribution shall be determined by the Board and announced in due course but shall in any event be after completion of the Proposed Disposal.

2 PAGE 2 OF Proposed Special Dividend The Board proposes to declare a special cash dividend of RM0.13 for every GLBHD Share, which amounts to approximately RM28.12 million, on the entitlement date to be determined and announced later. The special dividend shall be paid out of the net proceeds to be received by the Company from the Proposed Disposal. The Proposed Special Dividend is expected to be paid to the Entitled shareholders after the completion of the Proposed Disposal. 2.2 Proposed Capital Repayment The Proposed Capital Repayment involves GLBHD undertaking a capital reduction exercise of RM0.75 for each GLBHD Share equivalent to approximately RM million under Section 64 of the Act, which will result in the reduction of the par value of GLBHD Shares from RM1.00 to RM0.25 each. For illustration purposes, based on the existing number of GLBHD Shares as at 21 July 2015 of million (net of 6.63 million treasury shares), RM million will be paid to its shareholders pursuant to the Proposed Capital Repayment. Additionally, the existing issued and paid-up capital of GLBHD of RM million comprising million GLBHD Shares of RM1.00 each as at 21 July 2015 shall be reduced to RM55.73 million comprising million ordinary shares of RM0.25 each in GLBHD. The Proposed Capital Repayment will result in the adjustment to the par value of GLBHD Shares but not the existing number of GLBHD Shares. 3. UTILISATION OF PROCEEDS FROM THE PROPOSED DISPOSAL The net proceeds from the Disposal Consideration cannot be determined at this juncture as the net proceeds would depend on the amount of the Redemption Sum, the First Deducted Amount (if applicable) and/or the Second Deducted Amount (if applicable) from the Disposal Consideration, which shall be deducted against the Balance Disposal Consideration and Final Retention Sum, as stated in the First Announcement. Assuming the net proceeds from the Disposal Consideration amounts to RM444.0 million, being the total purchase consideration for the Proposed Disposal of RM655.0 million less the total borrowings of GLBHD Group of RM million as at 30 June 2015, GLBHD proposes to utilise the net proceeds in the following manner:- Details of Utilisation Estimated timeframe for utilisation Amount RM mil % Proposed Distribution Within 6 months Development of the plantation and property development businesses (a) Within 36 months (iii) Working capital (b) Within 12 months (iv) Estimated expenses (c) Within 6 months

3 PAGE 3 OF 8 Notes:- (a) GLBHD proposes to utilise the proceeds for its plantation and property development businesses, which include the development of its plantation lands of approximately 339 ha held in Malaysia and 39,980 ha under Izin Lokasi in Indonesia and the development of its land bank in Sabah, Malaysia. GLBHD is also considering business opportunities to grow its oil palm plantation and property development business and is continuously on the lookout for such viable business opportunities. The proceeds from the Proposed Disposal will provide GLBHD with the necessary funds to capitalise on such opportunities and/or projects as and when they arise. (b) (c) GLBHD proposes to utilise the proceeds for working capital, which includes but not limited to payment of trade creditors, operating/administration expenses and estimated tax liabilities arising from the Proposed Disposal of RM25.96 million. Includes professional fees, fees to the authorities, printing cost, extraordinary general meeting ( EGM ) costs, and other incidental expenses in connection with the Proposals. Any excess or shortfall of the net proceeds received will be adjusted to/from working capital. 4. LISTING STATUS The Proposed Disposal is deemed a major disposal pursuant to Paragraph 10.11A of the Listing Requirements. Paragraph 8.03A(2) of the Listing Requirements stipulates that the following are circumstances which indicate that a listed issuer may not have a level of operations that is adequate to warrant continued trading or listing on the Official List of Bursa Securities:- the listed issuer has suspended or ceased- (a) (b) all of its business or major business; or its entire or major operations, for any reason whatsoever including, amongst others, due to or as a result of:- (aa) (bb) (cc) the cancellation, loss or non-renewal of a licence, concession or such other rights necessary to conduct its business activities; the disposal of the listed issuer s business or major business; or a court order or judgment obtained against the listed issuer prohibiting the listed issuer from conducting its major operations on grounds of infringement of copyright of products etc; or the listed issuer has an insignificant business or operations. Upon triggering the abovementioned prescribed criteria under Paragraph 8.03A of the Listing Requirements, the listed issuer shall be classified as an Affected Listed Issuer and must comply with the following, failing which Bursa Securities may suspend the trading of listed securities of such listed issuer or de-list the listed issuer, or both:- immediately announce to Bursa Securities of its condition and provide such information from time to time for public release in accordance with the disclosure obligations set out in paragraph 4.0 of Practice Note ( PN17 ) of the Listing Requirements, with the necessary modifications;

4 PAGE 4 OF 8 regularise its condition by complying with the requirements set out in Paragraph 8.04(3) and Paragraph 5.0 of PN17 of the Listing Requirements, with the necessary modifications; and (iii) comply with such other requirements or do such other acts or things as may be prescribed or required by Bursa Securities. Pursuant to Paragraph 8.03A(5) of the Listing Requirements, an Affected Listed Issuer need not comply with the requirement to regularise its condition provided that:- the Affected Listed Issuer is able to demonstrate to the satisfaction of Bursa Securities that its remaining business is viable, sustainable and has growth prospects, supported with appropriate justifications; and in the view of Bursa Securities, its level of operations warrant continued trading or listing on the Official List of Bursa Securities. Pursuant to the Proposed Disposal, GLBHD would be classified as an Affected Listed Issuer as GLBHD is deemed to have triggered the prescribed criteria under Paragraph 8.03A of the Listing Requirements. For clarification, GLBHD will not be classified as an Affected Listed Issuer under Practice Note 17 (PN17) of the Listing Requirements. It is the intention of the Board to maintain the listing status of GLBHD. As such, GLBHD intends to apply to Bursa Securities for the following:- seek Bursa Securities concurrence that GLBHD will not be deemed as a Cash Company under Paragraph 8.03 and Practice Note 16 of the Listing Requirements in view that GLBHD intends to undertake the Proposed Distribution after completion of the Proposed Disposal; and waiver for GLBHD from being classified as an Affected Listed Issuer under Paragraph 8.03A of the Listing Requirements in view of its remaining oil palm plantation and property development businesses after completion of the Proposed Disposal 5. RATIONALE The Proposed Distribution is made possible by the Proposed Disposal and is undertaken to reward shareholders for their continuous support towards the Company. 6. RISKS FACTORS Delay and non-completion of the Proposed Capital Repayment The Proposed Capital Repayment will be subject to the confirmation by the High Court of Malaya ( High Court ). In the event the confirmation of the High Court is not obtained, GLBHD would not be able to implement the Proposed Capital Repayment. In such event, the Board will explore other options to distribute partial of the net proceeds from the Disposal Consideration to GLBHD shareholders. As the Proposed Distribution is conditional upon completion of the Proposed Disposal, the noncompletion or delay of the Proposed Disposal would have a consequential impact on the implementation of the Proposed Distribution.

5 PAGE 5 OF 8 7. EFFECTS OF THE PROPOSED DISTRIBUTION 7.1 Share Capital The Proposed Special Dividend will not have any effect on the issued and paid-up share capital of GLBHD. The effects of the Proposed Capital Repayment on the issued and paid-up share capital of GLBHD are as follows:- Authorised share capital No. of ordinary shares in GLBHD Par value Amount RM RM As at 21 July ,000, ,000,000 After Proposed Capital Reduction 500,000, ,000,000 Issued and paid-up share capital As at 21 July ,912, ,912,569 Proposed Capital Reduction - (0.75) (167,184,427) After Proposed Capital Reduction 222,912, ,728,142 Note:- For information, GLBHD has 6,633,400 treasury shares as at the 21 July Earnings and Earnings Per Share ( EPS ) The Proposed Distribution is not expected to have any material effect on the earnings and EPS of the GLBHD Group. 7.3 Substantial Shareholder s Shareholding The Proposed Distribution will not have any effect on the substantial shareholders shareholdings in GLBHD.

6 PAGE 6 OF NA and gearing The pro forma effects of the Proposed Disposal on the NA per GLBHD Share and gearing ratio of the GLBHD Group based on the audited consolidated financial statements of the GLBHD Group as at 30 June 2014 are as follows:- (I) (II) (III) \ After (II) and Audited as at After subsequent After (I) and Proposed 30 June 2014 event Proposed Disposal Distribution RM 000 RM 000 RM 000 RM 000 Share capital 222, , ,913 55,729 Share premium 17,950 17,950 17,950 17,950 Treasury shares (5,351) (5,351) (5,351) (5,351) Foreign currency translation reserve (4,984) (4,984) (4,984) (4,984) Revaluation reserves 335, , Retained earnings 71,124 68, ,391 (iii) 396,250 (iv) Shareholders funds / NA 636, , , ,594 No. of GLBHD Shares (net of treasury shares) ( 000) 216, , , ,279 NA per GLBHD Share (RM) Total borrowings (RM 000) 150, , Gearing ratio (times) Notes:- As at 21 July 2015, GLBHD has 6,633,400 treasury shares. Subsequent event entail the payment of final single tier dividend of RM2.16 million in respect of FYE 30 June 2014 on 19 December (iii) (iv) After taking into consideration the gain on disposal of RM15.23 million (after taking into consideration of the RPGT of RM25.96 million and estimated expenses of RM20.0 million in respect of the Proposed Disposal). Assuming the net proceeds from the Proposed Disposal amounts to RM444.0 million, being RM655.0 million less the total borrowings of GLBHD Group of RM211.0 million as at 30 June 2015

7 PAGE 7 OF 8 8. APPROVALS REQUIRED The Proposed Capital Repayment is subject to the approvals of the following:- (iii) (iv) The approval of the shareholders of GLBHD for the Proposed Capital Repayment at an EGM to be convened; The approval/consent of the financiers/creditors of GLBHD and its subsidiaries and associates, if and where required; Confirmation by the High Court for the cancellation of GLBHD s share capital; and The approval of any regulatory authorities or parties deemed necessary by the parties. The Proposed Special Dividend is not subject to the approval from GLBHD s shareholders or regulatory authorities. The Proposed Distribution is conditional upon the completion of the Proposed Disposal, but not vice versa. 9. INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS OF GLBHD Save for their respective entitlements under the Proposed Distribution which is also available to all shareholders of GLBHD, none of the Directors, major shareholders of GLBHD and/or persons connected to the Directors and/or major shareholder has any interest, direct and/or indirect, in the Proposed Distribution. 10. APPOINTMENT OF ADVISERS The Board has appointed AmInvestment Bank as the Principal Adviser for the Proposed Distribution. An Independent Adviser for the Proposals will be appointed to undertake the following in relation to the Proposals: comment as to whether the terms of the Proposals are fair and reasonable and not detrimental in so far as the non-interested shareholders of GLBHD are concerned; advise the non-interested shareholders of GLBHD on whether they should vote in favour of the Proposals; and (iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in paragraphs and above. 11. DIRECTORS' STATEMENT In view that the Proposed Distribution is undertaken to reward shareholders for their continuous support towards the Company, the Board, having considered all aspects of the Proposed Distribution, is of the opinion that the Proposed Distribution is in the best interest of the Company.

8 PAGE 8 OF ESTIMATED TIMEFRAME FOR SUBMISSION OF RELEVANT AUTHORITIES The circular to the shareholders of GLBHD for the Proposals is expected to be submitted to Bursa Securities within two (2) months from the date of this announcement. 13. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances, the Proposed Distribution is expected to be completed in the first quarter of the year 2016 after completion of the Proposed Disposal.