Reliance Pacific Berhad ("RPB" Or "Company") (i) Proposed Share Split And (ii) Proposed Amendment To The Memorandum And Articles Of Association
BackOct 12, 2007
1.0 INTRODUCTIONThe Board of Directors is pleased to announce that the Company intends to undertake the following exercise:-
1.1 proposed sub-division of every one (1) existing ordinary shares of RM1.00 each in RPB ("RPB Shares") into five (5) ordinary shares of RM0.20 each in RPB ("Split Shares") ("Proposed Share Split"); and
1.2 proposed amendment to the Memorandum and Articles of Association of RPB to facilitate the Proposed Share Split ("Proposed M&A Amendments"). (collectively the "Proposals").
2.0 DETAILS OF THE PROPOSALS1.1 proposed sub-division of every one (1) existing ordinary shares of RM1.00 each in RPB ("RPB Shares") into five (5) ordinary shares of RM0.20 each in RPB ("Split Shares") ("Proposed Share Split"); and
1.2 proposed amendment to the Memorandum and Articles of Association of RPB to facilitate the Proposed Share Split ("Proposed M&A Amendments"). (collectively the "Proposals").
2.1 Proposed Share Split
The Proposed Share Split involves the subdivision of every one (1) RPB Share into five (5) Split Shares to be allotted to shareholders of the Company whose names appear in the Record of Depositors on a book closure date to be determined by the Board at a later date.
As at 27 September 2007, the issued and paid-up share capital of RPB is RM171,710,350 comprising 171,710,350 RPB Shares. Upon completion of the Proposed Share Split, the issued and paid-up share capital of RPB would be RM171,710,350 comprising 858,551,750 Split Shares.
The Split Shares shall, upon allotment and issue, rank pari passu in all respects with each other.
As at 27 September 2007, the issued and paid-up share capital of RPB is RM171,710,350 comprising 171,710,350 RPB Shares. Upon completion of the Proposed Share Split, the issued and paid-up share capital of RPB would be RM171,710,350 comprising 858,551,750 Split Shares.
The Split Shares shall, upon allotment and issue, rank pari passu in all respects with each other.
2.2 Proposed M&A Amendments
The Proposed M&A amendments are to facilitate the Proposed Share Split and will encompass amendments necessary to allow the following to be effected:-
(i) subdivision of the par value of the existing ordinary shares in RPB of RM1.00 each to RM0.20 each; and
(ii) the authorised share capital of RPB to be altered from 500,000,000 ordinary shares of RM1.00 each to 2,500,000,000 Split Shares of RM0.20 each.
(i) subdivision of the par value of the existing ordinary shares in RPB of RM1.00 each to RM0.20 each; and
(ii) the authorised share capital of RPB to be altered from 500,000,000 ordinary shares of RM1.00 each to 2,500,000,000 Split Shares of RM0.20 each.
2.3 The Proposals are inter-conditional upon each other.
3.0 RATIONALE FOR THE PROPOSALS
The Proposed Share Split is expected to improve the liquidity and marketability of RPB Shares.
The Proposed M&A Amendments will have to be amended to reflect the subdivision of the par value of RPB Shares and the alteration of the composition of the authorised share capital of RPB in order to facilitate the Proposed Share Split.
4.0 FINANCIAL EFFECTSThe Proposed M&A Amendments will have to be amended to reflect the subdivision of the par value of RPB Shares and the alteration of the composition of the authorised share capital of RPB in order to facilitate the Proposed Share Split.
The effects of the Proposed Share Split on the Company's share capital, the net assets per share based on the latest audited consolidated accounts and the earnings per share of the Group ("Earnings") are set out below:-
4.1 Share CapitalIssued and Paid-up Share Capital
The effects of the Proposed Share Split on RPB's issued and paid-up share capital are as follows:-:
 |
Par Value
RM |
No. of RPB Shares/ Sub-Divided Shares
|
| Existing number of ordinary shares as at 31 March 2007 |
1.00
|
171,710,350
|
| After the Proposed Share Split |
0.20
|
858,551,750
|
4.2 Net Assets Per Share
The effects of the Proposed Share Split on RPB's net assets per share based on the latest audited consolidated accounts of RPB as at 31 March 2007 are as follows:-
|
Audited
as at 31 March 2007 |
After the Proposed Share Split
|
|
RM'000
|
RM'000
|
|
|
|
| Share capital |
171,710
|
171,710
|
| Share premium |
19,911
|
19,911
|
| Share Buy-Back Reserve |
8,930
|
8,930
|
| Foreign Currency Translation Reserve |
(476)
|
(476)
|
| Retained profits |
76,557
|
76,557
|
| Net Assets |
276,632
|
276,632
|
|
|
|
| No. of ordinary shares in issue (‘000) |
171,710
|
858,552
|
|
|
|
| Net Assets per share (RM) |
1.61
|
0.32
|
|
|
|
The Proposed Share Split will not have any material effect on the earning of the RPB Group save for the expenses to be incurred in relation to the Proposals. However, the earnings per share of the RPB Group is expected to be diluted correspondingly as a result of the increase in the number of issued and paid-up ordinary shares of the Company upon completion of the Proposed Share Split.
5.0 APPROVALS REQUIREDThe Proposals are conditional upon the approvals being obtained from the following:-
(i) Bursa Securities and the application to Bursa Securities on the Proposals is expected to be made within one (1) month from the date of the announcement; and
(ii) Shareholders of RPB for the Proposals at an extraordinary general meeting to be convened.
(i) Bursa Securities and the application to Bursa Securities on the Proposals is expected to be made within one (1) month from the date of the announcement; and
(ii) Shareholders of RPB for the Proposals at an extraordinary general meeting to be convened.
6.0 SUSPENSION ON TRADING
There will not be any suspension in the trading of shares in RPB for the purpose of implementing the Proposed Share Split.
Bursa Announcement
