JOBSTREET CORPORATION BERHAD ( JCB OR THE COMPANY ) (I) PROPOSED SHARE CONSOLIDATION INVOLVING THE CONSOLIDATION OF EVERY FIVE (5) EXISTING ORDINARY SHARES OF RM0.10 EACH IN JOBSTREET CORPORATION BERHAD ( JCB ) ( JCB SHARES ) INTO ONE (1) NEW ORDINARY SHARE OF RM0.50 EACH IN JCB ( CONSOLIDATED SHARE ) ( PROPOSED SHARE CONSOLIDATION ); AND (II) PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION OF JCB ( PROPOSED AMENDMENT ) (COLLECTIVELY REFERRED TO AS PROPOSALS ) 1. INTRODUCTION The Board of Directors ( the Board ) of JCB wishes to announce that the Company is proposing to undertake the following exercises:- a) Share consolidation involving the consolidation of every five (5) JCB Shares into one (1) Consolidated Share; and b) Amendment to the Memorandum of Association of Company to facilitate the implementation of the Proposed Share Consolidation. 2. DETAILS OF THE PROPOSALS 2.1 Proposed Share Consolidation 2.1.1 The Proposed Share Consolidation involves the consolidation of every five (5) JCB Shares held by JCB s shareholders on an entitlement date to be determined later ( Entitlement Date ) into one (1) Consolidated Share. 2.1.2 As at 29 January 2015, the issued and paid-up share capital of JCB is RM70,795,380.00 comprising 707,953,800 JCB Shares (inclusive of 7,953,800 treasury shares). JCB is proposing to cancel the said treasury shares prior to the Proposed Share Consolidation and thus, upon the completion of the Proposed Share Consolidation, the issued and paid-up share capital of JCB would amount to RM70,000,000.00 comprising 140,000,000 Consolidated Shares. 2.1.3 Notwithstanding the above, the actual number of Consolidated Shares to be issued will be determined based on the issued and paid-up share capital of JCB as at the Entitlement Date of the Proposed Share Consolidation. 2.1.4 The Consolidated Shares to be issued shall, upon allotment and issue, rank pari passu in all respects with each other. Fractional entitlements under the Proposed Share Consolidation, if any, shall be dealt with by the Board in such manner as they may deem fit. Page 1
For illustrative purposes only, based on the last transacted market price of JCB Shares as at 29 January 2015, the market price of JCB Shares after the Proposed Share Consolidation shall be theoretically adjusted as follows: Assumed no. of Ordinary Shares Par Market price per Share Total (RM) (RM) (RM) As at 29 January 2015 1,000 0.10 0.450 450 Adjusted for the Proposed Share Consolidation 200 0.50 2.25 450 Based on the above illustration, the Proposed Share Consolidation is not expected to alter the of the JCB Shares held by the shareholders. As the JCB Shares are prescribed securities, the Consolidated Shares will be credited directly into the respective central depository system accounts of the entitled shareholders and no physical share certificate will be issued. A suspension will not be imposed on the trading of the Consolidated Shares pursuant to the Proposed Share Consolidation. Details of the JCB Shares to be consolidated such as number, type and par will be announced to Bursa Malaysia Securities Berhad ( Bursa Securities ) on the Entitlement Date. 2.2 Proposed Amendment JCB is proposing to amend its Memorandum of Association to facilitate the implementation of the Proposed Share Consolidation. The necessary amendment to be made to the Memorandum of Association is as follows: Existing Clause 6 Proposed Clause 6 The capital of the Company is RM100,000,000.00 Malaysian Currency divided into 1,000,000,000 shares of RM0.10 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. The capital of the Company is RM100,000,000.00 Malaysian Currency divided into 200,000,000 shares of RM0.50 each. The shares in the original or any increased capital may be divided into several classes and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividends, capital, voting or otherwise. Page 2
3. RATIONALE FOR THE PROPOSALS 3.1 Proposed Share Consolidation The Proposed Share Consolidation is part of JCB s proactive capital management plan to improve JCB s capital structure. Consolidating the shares in the Company would lead to a reduction in the number of JCB Shares, thus allowing for better control and management of JCB Shares, whereby the Consolidated Shares shall bear the same of the existing JCB Shares at no expense to either JCB or its investors. Share Consolidation would also enhance the of the shares as institutional investors tend to consider penny shares as too volatile. It is also hoped that a higher share price will result in a reduction of speculative activities on its shares in the market. 3.2 Proposed Amendment The Proposed Amendment is required for the implementation of the Proposed Share Consolidation. 4. EFFECTS OF THE PROPOSALS 4.1 Issued and Paid-up Share capital The effects of the Proposed Share Consolidation on the issued and paid-up share capital of the Company are as follows:- No. of Ordinary Shares Par RM RM Existing issued and paid-up share capital Existing issued and paid-up share capital (upon the proposed cancellation of treasury shares) * After the Proposed Share Consolidation 707,953,800 0.10 70,795,380.00 700,000,000 0.10 70,000,000.00 140,000,000 0.50 70,000,000.00 Note: *As at 29 January 2015, a total of 7,953,800 shares are held by the Company as treasury shares and these shares are proposed to be cancelled prior to the Proposed Share Consolidation. Page 3
4.2 Earnings per share The Proposed Share Consolidation is not expected to have any effect on the consolidated earnings of JCB except for the proportionate increase in the consolidated earnings per share as a result of the decrease in the number of issued and paid-up ordinary shares of the Company upon the completion of the Proposed Share Consolidation. 4.3 Net assets (NA), gearing and net assets per share The Proposed Share Consolidation is not expected to have a material effect on the consolidated NA and gearing for the financial year ended 31 December 2014. However, JCB s consolidated net assets per share would be increased as a result of the decrease in the number of ordinary shares in issue upon completion of the Proposed Share Consolidation. The proforma effects of the Proposed Share Consolidation on the audited consolidated statement of financial position of the Company as at 31 December 2013, on the assumption that the Proposed Share Consolidation had been completed on that day are set out below: Audited as at 31 December 2013 After Proposed Share Consolidation (RM) (RM) Share capital 63,512,486 63,512,486 Reserves 185,839,998 185,839,998 Total equity attributable to 249,352,484 249,352,484 owners of the Company Non-controlling interests 2,370,821 2,370,821 Total equity 251,723,305 251,723,305 No. of Shares in issue 635,124,860 127,024,972 NA per Share (1)) (RM) 0.39 1.96 Total borrowings (RM) 43,945 43,945 Gearing (times) 0.00018 0.00018 Note (1): NA per share calculated as total equity attributable to owners of the Company divided by the number of JCB Shares in issue 4.4 Substantial shareholders shareholdings The Proposals would not have any material effect on the substantial shareholders shareholdings. Page 4
5. APPROVALS REQUIRED The Proposals are subject to the following approvals being obtained: (a) (b) (c) Bursa Securities for the Proposed Share Consolidation; Shareholders at an Extraordinary General Meeting to be convened; and Relevant authorities, where applicable. The Proposed Share Consolidation and Proposed Amendment are inter-conditional upon each other and are not conditional upon any other proposals. 6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM None of the Directors and/or major shareholders of the Company and/or persons connected to them, has any interest, directly or indirectly, in the Proposals, save for their respective entitlements under the Proposed Share Consolidation, for which all the existing shareholders of JCB are also entitled to. 7. DIRECTORS RECOMMENDATION The Board of JCB, having taken into consideration all aspects of the Proposed Share Consolidation, is of the opinion that the Proposed Share Consolidation is reasonable, and is in the best interests of the Company and its subsidiaries. 8. EXPECTED TIME FRAME FOR COMPLETION OF THE PROPOSALS Barring any unforeseen circumstances, the application to Bursa Securities is expected to be made within one (1) month from the date of announcement. This announcement is dated 30 January 2015. Page 5