REDIFFUSION BERHAD (“RB” OR “COMPANY”) · PROPOSED BONUS ISSUE OF 21,476,250 NEW ORDINARY SHARES OF RM1.00 EACH IN RB (“BONUS SHARES”) ON THE BASIS OF TWENTY-THREE (23) NEW BONUS SHARES FOR EVERY TWENTY (20) ORDINARY SHARES OF RM1.00 EACH IN RB (“RB SHARE”) HELD ON A DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE”); · PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL FROM RM20,000,000 COMPRISING 20,000,000 RB SHARES TO RM50,000,000 COMPRISING 50,000,000 RB SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”); AND · PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF RB (“PROPOSED AMENDMENT TO THE M&A”) (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)
| REDIFFUSION BERHAD |
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Type | Announcement |
| Subject | REDIFFUSION BERHAD (“RB” OR “COMPANY”) · PROPOSED BONUS ISSUE OF 21,476,250 NEW ORDINARY SHARES OF RM1.00 EACH IN RB (“BONUS SHARES”) ON THE BASIS OF TWENTY-THREE (23) NEW BONUS SHARES FOR EVERY TWENTY (20) ORDINARY SHARES OF RM1.00 EACH IN RB (“RB SHARE”) HELD ON A DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE”); · PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL FROM RM20,000,000 COMPRISING 20,000,000 RB SHARES TO RM50,000,000 COMPRISING 50,000,000 RB SHARES (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”); AND · PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF RB (“PROPOSED AMENDMENT TO THE M&A”) (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) |
Contents :
1. INTRODUCTION(a) to implement a bonus issue of 21,476,250 new Bonus Shares on the basis of twenty-three (23) new Bonus Shares for every twenty (20) RB Shares held on a date to be determined later;
(b) to increase the authorised share capital from RM20,000,000 comprising 20,000,000 RB Shares to RM50,000,000 comprising 50,000,000 RB Shares; and
(c) to amend the M&A of the Company.
2. DETAILS OF THE PROPOSALS
2.1 Proposed Bonus Issue
- The Proposed Bonus Issue shall involve the issuance of 21,476,250 new Bonus Shares to be credited as fully paid-up, on the basis of twenty-three (23) new Bonus Shares for every twenty (20) RB Shares held by the shareholders of the Company whose names appear in the Record of Depositors at the close of business of the Company on a date to be determined later by the Board of Directors of RB.
- The number of new Bonus Shares to be issued pursuant to the Proposed Bonus Issue was arrived at based on the issued and paid-up share capital of 18,675,000 RB Shares as at 30 June 2003.
- The Proposed Bonus Issue will be effected through the capitalisation of RM5,037,783, RM2,086,399, RM95,818 and RM14,256,250 from the share premium, revaluation reserve, general reserve and retained earnings of RB respectively. Please refer to Table 1 for further details.
- The new Bonus Shares to be issued pursuant to the Proposed Bonus Issue shall, upon allotment and issue, rank pari passu in all respects with the then existing issued and fully paid-up RB Shares save and except that the new Bonus Shares will not be entitled to any dividends, rights, allotments and/or other distributions where the Entitlement Date precedes the date of allotment of the new Bonus Shares. For the purpose hereof, Entitlement Date means the date at the close of business on which shareholders must be registered in order to participate in any dividends, rights, allotments and/or other distributions.
To facilitate the Proposed Bonus Issue, RB proposes to increase the authorised share capital of the Company from RM20,000,000 comprising 20,000,000 RB Shares to RM50,000,000 comprising 50,000,000 RB Shares.
- In view of the Proposed Increase in Authorised Share Capital, the Company also proposes to amend the M&A to reflect the increase in authorised share capital.
3. RATIONALE FOR THE PROPOSALS
- 3.1 Proposed Bonus Issue
- The Proposed Bonus Issue is to reward the existing shareholders of the Company for their support by enabling them to have greater participation in the equity of the Company in terms of number of shares held and is expected to enhance the liquidity of the RB Shares. It will also enable the Company to meet the minimum share capital requirement of RM40,000,000 for listing on the Second Board of the Kuala Lumpur Stock Exchange.
3.2 Proposed Increase in Authorised Share Capital and Proposed Amendment to the M&A
The Proposed Increase in Authorised Share Capital and Proposed Amendment to the M&A are to accommodate the increase in the issued and paid-up share capital of the Company arising from the Proposed Bonus Issue and to facilitate future increase in the issued and paid-up share capital of the Company, if any.
The Proposed Increase in Authorised Share Capital and Proposed Amendment to the M&A will not have any effect on the issued and paid-up share capital, dividends and substantial shareholdings of RB and are not expected to have any material effect on the net tangible assets (“NTA”) and earnings of RB, its subsidiaries and associated companies (“RB Group”). The effects of the Proposed Bonus Issue on the issued and paid-up share capital, dividends and substantial shareholdings of RB and the NTA and earnings of RB Group are as follows:
4.1 Issued and paid-up share capital
The effect of the Proposed Bonus Issue on the issued and paid-up share capital of the Company are as set out in Table 2.
4.2 NTA
- The Proposed Bonus Issue will not have any material effect on the NTA of the RB Group except that its NTA per share will correspondingly be diluted as a result of the increase in the issued and paid-up share capital of RB.
Based on the audited consolidated balance sheets of RB Group as at 31 March 2003, the proforma effects of the Proposed Bonus Issue on the NTA per share of RB Group assuming the following:
(i) Proposed Bonus Issue;
(ii) the disposal by RB of 700,000 ordinary shares of RM1.00 each representing 70% equity interest in Radio Rediffusion Sdn Bhd to Star Commercial Publications Sdn Bhd for a cash consideration of RM16,276,115 which was completed on 23 June 2003 (“Disposal”); and
(iii) the acquisition by RB of 7,000,000 ordinary shares of RM1.00 each representing 87.5% equity interest in RCE Marketing Sdn Bhd from RCE Ventures Sdn Bhd for a cash consideration of RM19,900,000 which was completed on 10 June 2003 (“Acquisition”)
- were completed on 31 March 2003 are set out in Table 1.
4.3 Earnings
- The Proposed Bonus Issue will not have any material effect on the earnings of RB Group for the financial year ending 31 March 2004.
However, the earnings per share of RB will correspondingly be diluted as a result of the increase in the issued and paid-up share capital of the Company.
- 4.4 Dividends
RB had not declared any dividends for the financial year ended 31 March 2003 as the Directors are of the opinion that it would be in the best interest of the Company to retain adequate reserve for the future growth of RB Group. Depending on the operations of RB Group, the Directors may however, propose or recommend to declare dividends in respect of subsequent years.
- The Proposed Bonus Issue will not have any effect on the shareholding structure of RB.
- The Proposals are subject to approvals being obtained from the following:
- (i) the SC, for the Proposed Bonus Issue and the listing of and quotation for the new Bonus Shares on the Kuala Lumpur Stock Exchange (“KLSE”);
(ii) the KLSE, for the listing of and quotation for the new Bonus Shares on the KLSE; and
(iii) the shareholders of RB at an Extraordinary General Meeting to be convened.
- None of the Directors and substantial shareholders of the Company or person connected to the Directors and substantial shareholders of the Company have any interest, direct or indirect, in the Proposals, apart from that derived as shareholders of the Company.
- The Board of Directors of RB, having considered all aspects of the Proposals, is of the opinion that the Proposed Bonus Issue is in the best interest of the Company.
8. ADVISER
- CIMB has been appointed as adviser to RB for the Proposals.
Announcement Info
| Company Name | REDIFFUSION BERHAD |
| Stock Name | RFUSION |
| Date Announced | 23 Jul 2003 |
| Category | General Announcement |
| Reference No | MM-030723-35360 |
