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发表于 8-6-2009 01:52 PM
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PROPOSED 2:5 BONUS ISSUE
PROPOSED 2:5 BONUS ISSUE
1. INTRODUCTION
IJM is pleased to announce the proposed implementation of a bonus issue of up
to 385,519,830 new IJM Shares to be credited as fully paid-up on the basis of
two (2) new Bonus Shares for every five (5) existing IJM Shares held on an
entitlement date to be determined and announced later.
2. DETAILS OF THE PROPOSED BONUS ISSUE
2.1 Number of IJM Shares to be Issued
The Company proposes to implement a bonus issue of up to 385,519,830 Bonus
Shares to be credited as fully paid-up on the basis of two (2) new Bonus Shares
for every five (5) existing IJM Shares held by the entitled shareholders of the
Company whose names appear in the Record of Depositors of the Company as at the
close of business on an entitlement date to be determined and announced later
(Entitlement Date). Any fractional entitlements arising from the Proposed
Bonus Issue will be dealt with by the Board as it may deem fit.
The actual number of Bonus Shares to be issued shall be determined on the
Entitlement Date, which will depend on the following:-
(i) the issued and paid-up IJM Shares as at 25 May 2009 of 941,951,233
(inclusive of 3,387,500 treasury shares) IJM Shares; and
(ii) any new IJM Shares that may be issued prior to the Entitlement Date
pursuant to the exercise of Warrants 2005/2010 (Warrants) which were issued on
23 August 2005. As at 25 May 2009, the outstanding Warrants of the Company
which remains unexercised is 21,848,341 (the Outstanding Warrants).
Hence, the maximum number of 385,519,830 Bonus Shares was arrived at based on
the premise that the Proposed Bonus Issue will be implemented after the full
exercise of the Outstanding Warrants and resale of all the treasury shares on
or prior to the Entitlement Date. In the event that none of the Warrants is
exercised into new IJM Shares and none of the treasury shares is resold on or
prior to the Entitlement Date, only 375,425,493 Bonus Shares will be issued
based on the existing issued and paid-up share capital of IJM as at 25 May 2009
of RM941,951,233 comprising 941,951,233 IJM Shares.
2.2 Capitalisation of Reserves
The Proposed Bonus Issue will be effected by capitalising an amount of up to
RM385,519,830 from the share premium of IJM as set out in Table 1 attached
herewith.
Further, the Board has confirmed that based on the latest audited accounts of
IJM for the financial year ended 31 March 2009, the reserves required for
capitalisation of the Proposed Bonus Issue are unimpaired by losses in
accordance with paragraph 6.26A(1) of the Listing Requirements of Bursa
Malaysia Securities Berhad (Bursa Securities) and that the Company will have
adequate reserves to cover the capitalisation required for the Proposed Bonus
Issue.
2.3 Ranking of Bonus Shares
The new Bonus Shares shall, upon allotment and issue, rank pari passu in all
respects with the existing IJM 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 new Bonus
Shares.
For any avoidance of doubt, the new Bonus Shares are not entitled to the second
interim dividend of 5% less 25% tax in respect of the financial year ended 31
March 2009 as announced by the Company on 26 May 2009.
2.4 Listing and Quotation of the Bonus Shares
Application will be made to Bursa Securities for the listing of and quotation
for the Bonus Shares on the Main Board of Bursa Securities.
3. RATIONALE FOR THE PROPOSED BONUS ISSUE
The Proposed Bonus Issue is intended to increase the share capital base of IJM
to a level which will better reflect the Companys current scale of operations
and to reward the existing shareholders of the Company 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. The liquidity and
marketability of IJM 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 IJM are shown in Table 2 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 IJM based on the latest audited accounts of IJM for the
financial year ended 31 March 2009, are set out in Table 3 attached herewith.
4.3 Earnings per Share
Upon completion of the Proposed Bonus Issue, the future earnings per share of
IJM will be proportionately diluted as a result of the increase in the number
of IJM 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 IJM. However, the number of
IJM shares held by each substantial shareholder will increase proportionately
as a result of the Proposed Bonus Issue.
4.5 Dividends
The Company declared a second interim dividend of 5% less Income Tax 25% per
Share. The Proposed Bonus Issue is not expected to have any material effect on
the future dividends to be declared by the Company, which will depend on,
amongst others, the future performance, cash flow position and the funding
requirements of IJM and its subsidiaries.
4.6 Adjustments to Outstanding ESOS Options and Warrants
Any necessary adjustments arising from the Proposed Bonus Issue on the
Outstanding Warrants will be made in accordance with the relevant terms of the
Deed Poll for Warrants (Bonus Adjustments). A notification to holders of the
Outstanding Warrants explaining the mechanism of Bonus Adjustments will be
issued by the Company after the finalisation.
5. APPROVALS REQUIRED
The Proposed Bonus Issue is subject to and conditional upon approvals being
obtained from the following:-
(i) the shareholders of IJM at an extraordinary general meeting (EGM) to be
convened;
(ii) Bursa Securities, for the listing of and quotation for the following:-
(a) Bonus Shares on the Main Board of Bursa Securities; and
(b) additional new Warrants pursuant to the Bonus Adjustments consequent to the
Proposed Bonus Issue, and the new IJM Shares upon exercise of such additional
new Warrants, on the Main Board of Bursa Securities.
(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 this 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 in the Proposed Bonus Issue, if
any.
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 IJM.
8. DEPARTURE FROM THE SECURITIES COMMISSIONS (SC) GUIDELINES ON THE OFFERING OF
EQUITY AND EQUITY-LINKED SECURITIES (SC GUIDELINES)
The Proposed Bonus Issue does not fall within the ambit of the SC Guidelines.
9. EGM
An EGM will be convened for the purpose of seeking shareholders approval for
the Proposed Bonus Issue. A circular to the shareholders of IJM together with
the Notice of EGM will be sent to the shareholders of IJM in due course.
10. ESTIMATED TIME FRAME FOR COMPLETION
The Proposed Bonus Issue is expected to be completed by the third quarter of
2009.
You are advised to read the entire contents of the announcement or attachment.
To read the entire contents of the announcement or attachment, please access
the Bursa website at http://www.bursamalaysia.com . |
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发表于 8-6-2009 01:45 PM
变色卡
千斤顶
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