| Contents |
:
|
1. INTRODUCTION
On behalf of the Company, CIMB Investment Bank Berhad (“CIMB”) wishes to announce that the Company proposes to implement a bonus issue of up to 66,000,000 new QL Shares (“Bonus Shares”) to be credited as fully paid-up on the basis of one (1) Bonus Share for every five (5) existing QL Shares held on an entitlement date to be determined and announced later (“Entitlement Date”).
2. DETAILS OF THE PROPOSED BONUS ISSUE
2.1 Basis and Number of Bonus Shares to be Issued
The Company proposes to implement a bonus issue of up to 66,000,000 Bonus Shares to be credited as fully paid-up on the basis of one (1) Bonus Share for every five (5) existing QL Shares held by the entitled shareholders of the Company as at the close of business on an Entitlement Date.
The actual number of Bonus Shares to be issued will depend on the issued and paid-up share capital of QL as at the Entitlement Date, after taking into consideration the issued and paid-up share capital of QL as at 30 June 2009 of 330,000,000 QL Shares (inclusive of 2,967,200 treasury shares).
In determining shareholders’ entitlements to the Proposed Bonus Issue, fractional entitlements that may arise from the Proposed Bonus Issue shall be dealt with in such manner as the Board of Directors of QL (“Board”) shall in their absolute discretion think expedient and in the interest of the Company.
2.2 Capitalisation of Reserves
The Proposed Bonus Issue shall be capitalised from the share premium and retained profits of QL. Based on the audited financial statements of QL as at 31 March 2009, the consolidated share premium and retained profits of QL stood at RM0.249 million and RM265.141 million respectively.
The Board has also confirmed that the reserves required for capitalisation for the bonus issue based on the latest audited accounts ended 31 March 2009 of QL and it subsidiaries (“QL Group”) are unimpaired by losses on a consolidated basis in accordance with paragraph 6.30(1) of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the Company will have adequate reserves to cover the capitalisation required for the Proposed Bonus Issue.
2.3 Ranking of the Bonus Shares
The Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the existing QL Shares save and except that they will not be entitled to any dividends, rights, allotment and/or other distributions, the entitlement date of which is prior to the date of allotment of the Bonus Shares.
For any avoidance of doubt, the Bonus Shares are not entitled to the final dividend of 7 sen less 25% tax in respect of the financial year ended 31 March 2009 as announced by the Company on 29 July 2009.
2.4 Listing and Quotation of the Bonus Shares
Application will be made to Bursa Securities for the listing and quotation for the Bonus Shares on the Main Market of Bursa Securities.
3. RATIONALE FOR THE PROPOSED BONUS ISSUE
The Proposed Bonus Issue is intended to increase the share capital base of QL to a level which will better reflect the current scale of operations of the QL Group and reward its existing shareholders for their continuous support and loyalty by enabling them to have greater participation in the equity of the Company in terms of number of shares held. In addition, the liquidity and marketability of QL Shares are also expected to improve with a larger capital base.
4. EFFECTS OF THE PROPOSED BONUS ISSUE
4.1 Issued and Paid-up Share Capital
The proforma effects of the Proposed Bonus Issue on the issued and paid-up share capital of QL are shown in Table 1 attached herewith.
4.2 Net assets (“NA”) per Share and Gearing
The proforma effects of the Proposed Bonus Issue on the consolidated NA per share and gearing of QL based on the latest consolidated audited account of QL for the financial year ended 31 March 2009, are set out in Table 2 attached herewith.
4.3 Earnings per Share
Upon completion of the Proposed Bonus Issue, the future earnings per share of QL Group will be proportionately diluted as a result of the increase in the number of QL Shares arising from the Proposed Bonus Issue.
4.4 Substantial Shareholders’ Shareholdings
The Proposed Bonus Issue will not have any effect on the percentage of shareholdings of the substantial shareholders of QL. However, the number of QL Shares held by each substantial shareholder will increase proportionately as a result of the Proposed Bonus Issue. The proforma effects of the Proposed Bonus Issue on the substantial shareholders’ shareholdings are set out in Table 3 attached herewith.
5. APPROVALS REQUIRED
The Proposed Bonus Issue is subject to and conditional upon approvals being obtained from the following:
(i) the shareholders of QL at an extraordinary general meeting to be convened;
(ii) Bursa Securities, for the Proposed Bonus Issue and the listing of and quotation for the Bonus Shares on the Main Market of Bursa Securities; and
(iii) any other relevant authorities, if necessary.
The application to Bursa Securities is expected to be made within three (3) months from the date of announcement.
6. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
None of the Directors and/or major shareholders nor persons connected to them (as defined under the relevant provisions of the Listing Requirements of Bursa Securities) has any interest, direct and/or indirect, in the Proposed Bonus Issue, save for their respective entitlements as shareholders of the Company under the Proposed Bonus Issue which is also available to other shareholders of the Company.
7. DIRECTORS’ STATEMENT
The Board, after having considered all aspects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interest of QL.
8. ADVISER
CIMB has been appointed as the adviser to QL for the Proposed Bonus Issue.
9. ESTIMATED TIME FRAME FOR COMPLETION
The Proposed Bonus Issue is expected to be completed by the last quarter of the financial year ending 31 March 2010. For information purposes, the Proposed Bonus Issue is not intended to be implemented in stages over a period of time.
This announcement is dated 24 August 2009. |
|
