Investor Relations

Bursa Announcements

Date : 27 December 2002

AUSAMAL-(I) DELISTING OF AUSAMAL (II) ADMISSION OF FURQAN BUSINESS ORGANISATION BERHAD("FBO") TO THE OFFICIAL LIST IN PLACE OF AUSAMAL

AUSTRAL AMALGAMATED BERHAD

LISTING'S CIRCULAR NO. L/Q : 16127 OF 2002

AUSAMAL-(I) DELISTING OF AUSAMAL
(II) ADMISSION OF FURQAN BUSINESS ORGANISATION BERHAD ("FBO") TO THE OFFICIAL LIST IN PLACE OF AUSAMAL


AUSAMAL has undertaken the following proposals:-

(i) Proposed capital reduction of AUSAMAL’s existing issued and paid-up share capital of RM188,275,313 comprising 188,275,313 ordinary shares of RM1.00 each to RM9,413,766 comprising 188,275,313 ordinary shares of RM0.05 each, which shall then be consolidated into 9,413,766 ordinary shares of RM1.00 each on the basis of every twenty (20) ordinary shares of RM0.05 each shall constitute one (1) ordinary share of RM1.00 par value ("Proposed Capital Reduction");

    (ii) Proposed share exchange of 9,413,766 consolidated AUSAMAL shares for 9,413,766 new ordinary shares of RM1.00 each in FBO ("FBO Shares");
      (iii) Proposed rights issue of 18,827,536 new FBO Shares with 18,827,536 free detachable warrants 2002/2005 ("Warrants") on the basis of two (2) new FBO Shares with two (2) free detachable Warrants for each existing FBO Shares held after the Proposed Capital Reduction;
        (iv) Proposed injection of 100% equity interest in Eastern Biscuit Factory Sdn Bhd (“EBF”) for a consideration of RM182,453,000 to be satisfied by the issuance of 182,453,000 new FBO Shares at an issue price of RM1.00 each;
          (v) Proposed injection of 100% equity interest in Wilayah Leasing Sdn Bhd (“WL”) for a consideration of RM70,000,000 to be satisfied by the issuance of 70,000,000 new FBO Shares at an issue price of RM1.00 each;
            (vi) Proposed restricted issue of 45,000,000 new FBO Shares to Forad Management Sdn Bhd at an issue price of RM1.00 each;
              (vii) Proposed creditors scheme of AUSAMAL by way of conversion of AUSAMAL's debts into term loans, new FBO Shares and RM37,655,072 nominal value of 2% redeemable convertible loan stocks 2002/2005 ("RCLS") attached with 18,827,536 Warrants;
                (viii) Proposed listing of FBO on the Main Board of the Kuala Lumpur Stock Exchange (“KLSE”) in place of AUSAMAL which shall be delisted; and

                Collectively referred to as "Proposals".

                Kindly be advised that FBO’s entire issued and paid-up share capital comprising 412,026,304 ordinary shares of RM1.00 each, 37,655,072 Warrants and RM37,655,072 nominal value of RCLS arising from the aforesaid Proposals, will be admitted to the Official List of the Exchange, in place of AUSAMAL.

                The listing and quotation of FBO's ordinary shares and Warrants and RCLS on the Main Board under the "Property" and "Loans" sectors respectively, on a "Ready" basis pursuant to the Rules of the Exchange, will be granted with effect from 9.00 a.m, Monday, 30 December 2002

                The Stock Short Name, Stock Number and ISIN Code of FBO’s ordinary shares, Warrants and RCLS are as follows:

                  Stock Short Name
                  Stock number
                  ISIN Code
                  FBO ordinary shares
                  FBO
                  2097
                  MYL2097OO003
                  Warrants
                  FBO-WA
                  2097WA
                  MYL2097WAFC8
                  RCLS
                  FBO-LA
                  2097LA
                  MYL2097LAFC1

                The reference price for FBO’s ordinary shares is RM1.00 and the trading limit will be 500%.

                The principle features of the Warrants and RCLS are as follows:-

                Warrants

                Exercise Price : RM1.00
                Exercise Period : Period commencing from and including the day of listing of the Warrants (i.e. 30 December 2002) up to 5.00 p.m. on the maturity date of the Warrants (i.e. 19 December 2005)

                RCLS

                Redeemability : Bullet redemption at principal amount of RM37,655,072 on maturity date of the RCLS (i.e. 19 December 2005). At the option of FBO, the RCLS may be redeemed earlier during the tenure of the RCLS anytime after the issue date (i.e. 20 December 2002) up to and including the maturity date of the RCLS (i.e. 19 December 2005)

                Conversion period : On maturity date of the RCLS (i.e. 19 December 2005) unless the RCLS is redeemed earlier

                Conversion price : RM1.00 to be satisfied by tendering RM1.00 nominal value of RCLS for one (1) new ordinary share in FBO.

                Kindly be advised that the ordinary shares, Warrants and RCLS of FBO are prescribed securities. Dealings in the aforesaid securities should be carried out in accordance with Securities Industry (Central Depositories) Act, 1991 and the Rules of Malaysian Central Depository Sdn Bhd.

                Kindly also be reminded that only "free securities" can be utilised for settlement of trades involving the aforesaid ordinary shares, Warrants and RCLS.


                Announcement Info

                Company NameAUSTRAL AMALGAMATED BERHAD  
                Stock Name AUSAMAL    
                Date Announced27 Dec 2002  
                CategoryListing Circular
                Reference NoKM-021224-53345

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