Further details on the Proposals are set out in the ensuing sections of this announcement.

Transcription

1 CCK CONSOLIDATED HOLDINGS BERHAD ( CCK OR THE COMPANY ) (I) (II) PROPOSED SUBDIVISION; AND PROPOSED BONUS ISSUE OF WARRANTS (COLLECTIVELY REFERRED TO AS PROPOSALS ) 1. INTRODUCTION On behalf of the Board of Directors of CCK ( Board ), Kenanga Investment Bank Berhad ( Kenanga IB ) is pleased to announce that the Company proposes to undertake the following: (i) (ii) proposed subdivision of every 1 existing ordinary share in CCK ( Existing Share ) held on an entitlement date to be determined and announced later ( Entitlement Date ), into 2 ordinary shares in CCK ( Subdivided or CCK or ) ( Proposed Subdivision ); and proposed bonus issue of 315,359,400 free warrants in CCK ( Warrants ) on the basis of 1 Warrant for every 2 Subdivided held on the Entitlement Date ( Proposed Bonus Issue of Warrants ). Further details on the Proposals are set out in the ensuing sections of this announcement. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Subdivision The Proposed Subdivision entails a subdivision of every 1 Existing Share held by the shareholders of CCK whose names appear in the Record of Depositors of the Company as at the close of business on the Entitlement Date ( Entitled Shareholders ) into 2 Subdivided. As at 9 April 2018, being the latest practicable date prior to the date of this announcement ( LPD ), the issued share capital of CCK is RM158,976,090 comprising 315,359,400 Existing. Upon completion of the Proposed Subdivision, the issued share capital of CCK will be RM158,976,090 comprising 630,718,800 Subdivided. The Proposed Subdivision will result in an adjustment to the market price of the Existing listed and quoted on the Main Market of Bursa Malaysia Securities Berhad ( Bursa Securities ). For illustration purposes, the theoretical adjusted market price of the Subdivided upon completion of the Proposed Subdivision, computed based on the transacted market price of the Existing as at the LPD, is as follows: Assumed number of Held (RM) Market price per Share (RM) Total value (RM) As at the LPD After the Proposed Subdivision Based on the illustration above, the Proposed Subdivision will adjust the market price for each Subdivided Share but is not expected to have any impact on the total value of the Subdivided held by the shareholders of the Company. 1

2 2.1.1 Ranking of the Subdivided The Subdivided shall, upon allotment and issuance, rank pari passu in all respects with each other, save and except that the Subdivided shall not be entitled to any dividends, rights, allotments and/or any other forms of distributions that may be declared, made or paid, the entitlement date of which is prior to the date of allotment and issuance of the Subdivided Listing of and quotation for the Subdivided An application will be made to Bursa Securities for the Proposed Subdivision. No suspension will be imposed on the trading of the Existing on the Main Market of Bursa Securities for the purpose of implementing the Proposed Subdivision. Subject to obtaining all the relevant approvals, the Subdivided shall be listed and quoted on the Main Market of Bursa Securities on the next market day following the Entitlement Date. The notice of allotment for the Subdivided will be issued and despatched to the Entitled Shareholders no later than 4 market days after the date of listing of and quotation for the Subdivided, or such other period as may be prescribed by Bursa Securities. As the Subdivided are prescribed securities under Section 14(5) of the Securities Industry (Central Depositories) Act, 1991 ( SICDA ), therefore the Subdivided will be subjected to the SICDA and the Rules of Bursa Malaysia Depository Sdn Bhd. Accordingly, the Subdivided will be credited into the respective Central Depository System accounts of the Entitled Shareholders and no physical share certificate will be issued. 2.2 Proposed Bonus Issue of Warrants Basis and number of Warrants to be issued The Proposed Bonus Issue of Warrants involves the issuance of 315,359,400 Warrants on the basis of 1 Warrant for every 2 Subdivided held by the Entitled Shareholders on the Entitlement Date. The Proposed Bonus Issue of Warrants shall be implemented after the completion of the Proposed Subdivision. Based on the Company s issued share capital as at the LPD of RM158,976,090 comprising 315,359,400 Existing and after taking into consideration the Proposed Subdivision (i.e., the 315,359,400 Existing will become 630,718,800 Subdivided ), a total of 315,359,400 Warrants will be issued pursuant to the Proposed Bonus Issue of Warrants. Fractional entitlements arising from the Proposed Bonus Issue of Warrants, if any, shall be dealt with in such manner as the Board shall in its absolute discretion as it may deem fit and expedient, and in the best interest of the Company. The Warrants will be issued in registered form and constituted by a deed poll to be executed by the Company ( Deed Poll ). The indicative salient terms of the Warrants are set out in Section of this announcement. The Proposed Bonus Issue of Warrants will not be implemented in stages over a period of time. 2

3 2.2.2 Ranking of new CCK arising from the exercise of the Warrants The holders of the Warrants will not be entitled to any voting rights or participation in any form of distribution other than on winding-up, compromise or arrangement of CCK to be set out in the Deed Poll and/or any offer of further securities in CCK until and unless such holders of the Warrants exercise their Warrants into new CCK. The new CCK arising from the exercise of the Warrants shall, upon allotment and issuance, rank pari passu in all respects with the then existing CCK, save and except that the new CCK shall not be entitled to any dividends, rights, allotments and/or other distributions that may be declared, made or paid prior to the date of allotment and issuance of the new CCK arising from the exercise of the Warrants Capitalisation of reserves There will not be any capitalisation of reserves arising from the issuance of the Warrants pursuant to the Proposed Bonus Issue of Warrants Listing of and quotation for the Warrants and new CCK arising from the exercise of the Warrants An application will be made to Bursa Securities for the admission of the Warrants to the Official List of the Main Market of Bursa Securities as well as for the listing of and quotation for the Warrants and the new CCK arising from the exercise of the Warrants on the Main Market of Bursa Securities Basis of determining the issue price and exercise price of the Warrants The Warrants will be issued at no cost to the shareholders of CCK on a pro rata basis. The exercise price of the Warrants will be determined and announced at a later date by the Board after obtaining the relevant approvals but before the Entitlement Date. The exercise price of the Warrants will be determined and fixed by the Board after taking into consideration, among others, the following: (i) (ii) (iii) (iv) the historical price movement of CCK ; the 5-day volume weighted average market price ( 5D-VWAMP ) of CCK prior to the price-fixing date, adjusted for the Proposed Subdivision, with a discount or premium to be determined later based on market-based principles; the prevailing market conditions; and the future working capital requirements of CCK and its subsidiaries ( CCK Group or Group ). The 5D-VWAMP of the Existing up to and including the LPD is RM The theoretical ex-price after the Proposed Subdivision is RM0.6471, calculated based on the 5D- VWAMP of the Existing up to and including the LPD. For illustration purposes, the exercise price of the Warrants is assumed at RM0.74 which represents a premium of RM or 14.36% to the theoretical ex-price after the Proposed Subdivision, calculated based on the 5D-VWAMP of Existing up to and including the LPD (assuming after the Proposed Subdivision) of RM The Board wishes to emphasise that the indicative exercise price of RM0.74 per Warrant should not be taken as an indication of or reference to the actual exercise price of the Warrants, which will be determined and announced on the price-fixing date. 3

4 2.2.6 Indicative salient terms of the Warrants The indicative salient terms of the Warrants are set out as follows: Terms Details Issue size : 315,359,400 Warrants. Form and denomination : The Warrants will be issued in registered form and constituted by a Deed Poll to be executed by the Company. Tenure : 5 years commencing from and inclusive of the date of issue of the Warrants Exercise Price : The exercise price of the Warrants shall be determined and fixed by the Board at later date after receipt of all relevant approvals but before the announcement of the Entitlement Date. Exercise Period : The period commencing on, and inclusive of, the issue date and ending at 5.00 p.m. on the date preceding the 5 th anniversary of the issue date, provided that if such day falls on a day which is not a market day, then it shall be the market day immediately preceding the said non-market day. Any Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any purpose. Mode of exercise : A Warrant holder must complete and sign the exercise notice (which shall be irrevocable) and deliver the duly completed and executed exercise notice to the Company s registrar together with a remittance of money arising from the Exercise Rights by way of banker s draft or cashier s order or money order or postal order drawn on a bank or post office operating in Malaysia. Exercise Rights : Each Warrant shall entitle the Warrant holder to subscribe for 1 new CCK Share at any time during the Exercise Period at the Exercise Price, subject to adjustments in accordance with the provisions of the Deed Poll. Expiry date : The close of business at 5.00 p.m. in Malaysia on the date immediately preceding the 5 th anniversary of the date of issuance of the Warrants, and if such date is not a Market Day, then on the preceding Market Day. Board lot : For the purposes of trading on Bursa Securities, a board lot for the Warrants shall be 100 Warrants carrying the right to subscribe for 100 or such number of as may be varied from time to time by any relevant authorities. Participating rights of the Warrant holders in any distribution and/or offer of further securities Adjustment in the exercise price and/or number of Warrants : The Warrant holders shall not participate in any rights, allotments, dividends and/or other distributions, the entitlement date of which precedes the date of allotment of the new CCK upon the exercise of the Warrants. The Warrant holders are not entitled to any voting rights in any general meeting of the Company or to participate in any form of distribution and/or offer of securities in the Company until and unless such Warrant holders exercise their Warrants into new CCK. : The Exercise Price and/or number of Warrants in issue shall from time to time be adjusted subject to adjustments under certain circumstances in accordance with the provisions of the Deed Poll by the Board in consultation with an approved adviser appointed by the Company and certified by the auditors of the Company. 4

5 Terms Modifications of rights of the Warrant holders Rights of the Warrant holders in the event of winding-up, liquidation, compromise or arrangement Details : The Company may, from time to time, without the consent or sanction of the Warrant holders but in accordance with the Deed Poll, modify the Deed Poll, if such modification made does not materially prejudice the interests of the Warrant holders or is made to correct a manifest error or to comply with prevailing laws of Malaysia, rules of Bursa Malaysia Depository Sdn Bhd, Securities Industry (Central Depositories) Act, 1991 and/or the Main Market Listing Requirements of Bursa Securities. Subject to the above and the approval of any relevant authority, any modification, alteration or abrogation of the covenants or provisions contained in the Deed Poll proposed or agreed to by the Company must be sanctioned by special resolution of the holders of the Warrants, effected by the Deed Poll and expressed to be supplemental and comply with the requirements of the Deed Poll. : If a resolution is passed for a members voluntary winding-up of the Company or there is a compromise or arrangement, whether or not for the purpose of or in connection with a scheme for the reconstruction of the Company or the amalgamation of the Company with one (1) or more companies, then (i) (ii) for the purposes of such winding-up, compromise or arrangement (other than a consolidation, amalgamation or merger in which the Company is the continuing corporation) to which the Warrant holders, or some persons designated by them for such purposes by a special resolution will be a party, the terms of such winding up, compromise and arrangement shall be binding on all the Warrant holders; and in any other case, every Warrant holder shall be entitled (upon and subject to the conditions) exercise the Exercise Rights at any time within 6 weeks after the passing of such resolution for a members voluntary winding-up of the Company or 6 weeks after the granting of the court order approving the compromise or arrangement, as the case may be, by the irrevocable surrender of his Warrants to the Company, elect to be treated as if he had immediately prior to the commencement of such winding-up, compromise or arrangement exercised the Exercise Rights represented by such Warrants to the extent specified in the exercise notice(s) and be entitled to receive out of the assets of the Company which would be available in liquidation as if he had on such date been the holder of the to which he would have become entitled pursuant to such exercise and the liquidator of the Company shall give effect to such election accordingly. Upon the expiry of the above 6 weeks, all exercise rights of the Warrants shall lapse and cease to be valid for any purpose. Listing : The Warrants will be listed on the Main Market of Bursa Securities. Governing law : The laws of Malaysia. 5

6 3. UTILISATION OF PROCEEDS The Proposed Subdivision will not raise any funds for the Company. The Proposed Bonus Issue of Warrants will not raise any immediate funds upon its issuance as the Warrants will be issued at no cost to the Entitled Shareholders. However, the exact quantum of the proceeds that may be raised by CCK would depend upon the exercise price of the Warrants and the actual number of Warrants exercised during the tenure of the Warrants. As such, the timeframe and breakdown for the utilisation of the proceeds are not determinable at this juncture. For illustration purposes only, assuming the full exercise of 315,359,400 Warrants at the indicative exercise price of RM0.74, the Company could potentially raise a maximum gross proceeds of approximately RM million. Such proceeds if raised (as and when the Warrants are exercised), shall be utilised for the working capital requirements of CCK Group. The proceeds to be utilised for each component of working capital are subject to the CCK Group s operating requirements at the time of utilisation and therefore cannot be determined at this juncture. 4. RATIONALE FOR THE PROPOSALS 4.1 Proposed Subdivision The Proposed Subdivision will not have any direct impact on the market capitalisation of the Company. However, the Proposed Subdivision would result in a downward adjustment to the market price of CCK to a more affordable entry price, thus potentially appealing to a wider group of public shareholders and/ or investors to participate in the growth of the Company. Therefore, the Proposed Subdivision is expected to enhance the marketability and trading liquidity of CCK of the Company on the Main Market of Bursa Securities. The Proposed Subdivision would also enable the existing shareholders of CCK to have a larger number of while maintaining their percentage of equity interest. 4.2 Proposed Bonus Issue of Warrants The Board is of the view that the Proposed Bonus Issue of Warrants is an appropriate avenue for rewarding the existing shareholders of CCK after taking into consideration, among others, the following factors: (i) (ii) (iii) (iv) to reward the shareholders for their continuous support by enabling them to participate in a convertible securities of CCK without incurring any costs; the issuance of Warrants will provide the shareholders with an opportunity to further increase their equity participation in the Company by exercising the Warrants at a predetermined price over the tenure of the Warrants; allow the shareholders of the Company to further participate in the future prospects and growth of the Group and/or any potential capital appreciation in the Warrants and CCK, as and when the Warrants are exercised; and help to strengthen the Group s capital base and shareholders funds as well as potentially provide funds for the Group to finance its working capital requirements, as and when the Warrants are exercised without incurring interest cost, as compared to bank borrowings. 6

7 5. EFFECTS OF THE PROPOSALS For illustrative purposes, the pro forma effects of the Proposals on the issued share capital, net assets ( NA ), NA per share, gearing, substantial shareholders shareholdings, earnings and earnings per share ( EPS ) are as follows: 5.1 Share capital The pro forma effects of the Proposals on the share capital of the Company are as follows: Issued share capital of CCK CCK Amount (RM) Share capital as at the LPD 315,359, ,976,090 After the Proposed Subdivision 630,718, ,976,090 New from full exercise of Warrants (1) 315,359, ,365,956 (2) Enlarged 946,078, ,342,046 Notes: (1) Assuming all the Entitled Shareholders of the Company exercise their Warrants. (2) Assuming issuance of new CCK pursuant to the full exercise of Warrants at the illustrative exercise price of RM0.74 per Warrant. [The rest of this page has been intentionally left blank] 7

8 5.2 NA per share and gearing The pro forma effects of the Proposals on the NA per Share and gearing of the CCK Group are as follows: Audited as at 31 December 2016 (I) (II) (III) (IV) After After subsequent After (I) and the (II) and the After (III) and events up to the Proposed Proposed Bonus assuming full LPD (1) Subdivision Issue of Warrants exercise of Warrants Share capital 157,679, ,976, ,976, ,976, ,342,046 (3) Treasury shares (1,171,068) Foreign exchange translation reserve (414,402) (414,402) (414,402) (414,402) (414,402) Revaluation reserves 49,143,407 49,143,407 49,143,407 49,143,407 49,143,407 Retained profits 28,502,736 28,502,736 28,122,736 (2) 28,122,736 28,122,736 Shareholders fund / NA 233,740, ,207, ,827, ,827, ,193,787 Number of CCK in issue 313,215,000* 315,359, ,718, ,718, ,078,200 NA per CCK Share (RM) (4) Total borrowings 58,718,269 58,718,269 58,718,269 58,718,269 58,718,269 Gearing (times) (5) Notes: * Excluding 2,144,400 treasury shares. (1) On 17 January 2017 and 20 June 2017, CCK bought a total of 330,000 treasury shares in the open market and subsequently on 11 October 2017 and 12 October 2017, CCK sold its entire 2,474,400 treasury shares in the open market. (2) After deducting estimated expenses of RM0.38 million relating to the Proposals. (3) Taking into consideration of the illustrative exercise price of RM0.74 per Warrant. (4) Calculated as NA divided by the number of CCK in issue. (5) Calculated as total borrowings (all interest bearing debts) divided by NA. 8

9 5.3 Substantial shareholders shareholdings The pro forma effects of the Proposals on the shareholdings of the substantial shareholders of CCK Group are as follows: Pro forma (I) Pro forma (II) As at the LPD After the Proposals After the pro forma (I) and assuming full exercise of Warrants Direct Indirect Direct Indirect Direct Indirect Substantial shareholders Central Coldstorage Sarawak Sdn. Bhd. ( CSS ) 69, , , S.K. Tiong Enterprise Sdn. Bhd. ( SKE ) 51, ,085 (1) , ,170 (1) , ,255 (1) Chong Nyuk Kiong Enterprise Sdn. Bhd. 22, , , Tan Sri Datuk Tiong Su Kouk 20, ,798 (2) , ,596 (2) , ,394 (2) Lau Liong Kii 6,340 (3) ,522 (4) , ,043 (4) , ,565 (4) 4.29 Puan Sri Datin Wong Bak Hee 1, ,798 (2) , ,596 (2) , ,394 (2) Tiong Chiong Hiiung ,798 (5) , ,596 (5) , ,394 (5) Tiong Chiong Soon ,798 (5) , ,596 (5) , ,394 (5) Chong Shaw Fui ,687 (6) ,373 (6) ,060 (6) 7.19 Notes: (1) Deemed interested through its wholly-owned subsidiary, CSS, pursuant to section 8 of the Companies Act 2016 ( Act ). (2) Deemed interested by virtue of his/her substantial shareholdings in CSS and SKE, pursuant to section 8 of the Act. (3) 1,602,048 shares are held through Maybank Nominees (Tempatan) Sdn. Bhd. and 911,348 shares are held through CIMSEC Nominees (Tempatan) Sdn. Bhd. (4) Deemed interested by virtue of his substantial shareholding in Unione Enterprise (S) Sdn. Bhd pursuant to section 8 of the Act. (5) Deemed interested by virtue of their directorships in SKE and CSS, pursuant to section 197 of the Act. (6) Deemed interested by virtue of their substantial shareholdings in Chong Nyuk Kiong Enterprise Sdn. Bhd., pursuant to section 8 of the Act. 9

10 5.4 Earnings and EPS The Proposals are not expected to have any material effect on the earnings of the CCK Group for the financial year ending 31 December However, there will be a corresponding dilution in CCK s consolidated EPS as a result of the increase in the number of shares arising from the Proposed Subdivision. The Proposed Bonus Issue of Warrants is not expected to have an immediate material effect on the consolidated earnings and EPS until such time when the Warrants are exercised. The potential effect of the exercise of the Warrants on the future consolidated earnings and EPS of CCK will depend upon, amongst others, the number of Warrants exercised at any point in time and the returns generated from the utilisation of proceeds arising from the exercise of the Warrants. For illustration purposes only, based on the consolidated financial statements of CCK for the financial year ended 31 December 2016, the pro forma effects of the Proposals on the EPS of CCK are as follows: Audited as at 31 December 2016 (I) (II) (III) After (II) and After subsequent After (I) and assuming full events up to the the Proposed exercise of LPD Subdivision Warrants Number of CCK in issue 313,215,000* 315,359, ,718, ,078,200 Profit attributable to owners of the company (RM) 18,869,193 18,869,193 18,489,193 (1) 18,489,193 Basic EPS (sen) Notes: * Excluding treasury shares. (1) After deducting estimated expenses of RM0.38 million relating to the Proposals. 5.5 Convertible securities As at the LPD, the Company does not have any convertible securities. 6. APPROVALS REQUIRED The Proposals are subject to the following approvals being obtained: (a) Bursa Securities for the following: (i) (ii) (iii) Proposed Subdivision; admission of the Warrants to the Official List, listing of and quotation for the Warrants on the Main Market of Bursa Securities; and listing of and quotation for the new CCK to be issued pursuant to the exercise of Warrants on the Main Market of Bursa Securities; (b) the shareholders of the Company at an Extraordinary General Meeting to be convened for the Proposals. 10

11 The Proposed Bonus Issue of Warrants is conditional upon the Proposed Subdivision but not vice versa. The Proposed Subdivision is not conditional upon the Proposed Bonus Issue of Warrants. Save for the above, the Proposals are not conditional upon any other corporate exercise undertaken or to be undertaken by the Company. 7. ESTIMATED TIMEFRAME FOR COMPLETION Barring any unforeseen circumstances and subject to all required approvals being obtained, the Proposals are expected to be completed by the 2 nd half of INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM None of the Directors and/or major shareholders of the Company and/or persons connected with them has any interest, direct or indirect, in the Proposals save for their respective entitlements as shareholders of CCK under the Proposed Subdivision and Proposed Bonus Issue of Warrants, the rights of which are also available to all other existing shareholders of CCK on the Entitlement Date. 9. DIRECTORS STATEMENT After having considered all aspects of the Proposals, the Board is of the opinion that the Proposals are in the best interest of the Company. 10. APPLICATIONS TO THE RELEVANT AUTHORITIES An application to the relevant authorities seeking approval for the Proposals is expected to be made within 1 month from the date of this announcement. 11. ADVISER Kenanga IB has been appointed as the Adviser for the Proposals. This announcement is dated 11 April