On behalf of the Board of Directors of KPJ (“Board”), RHB Investment Bank Berhad wishes to announce that the Company proposes to undertake the following:-
(i) Proposed bonus issue of up to 329,766,497 new ordinary shares of RM0.50 each in KPJ (“KPJ Share(s)” or “Share(s)”) (“Bonus Share(s)”) on the basis of one (1) Bonus Share for every two (2) existing KPJ Shares held on an entitlement date to be determined later ( “Entitlement Date”) (“Proposed Bonus Issue”);
(ii) Proposed renounceable rights issue of up to 43,968,866 KPJ Shares (“Rights Share(s)”) on the basis of one (1) Rights Share for every fifteen (15) existing KPJ Shares held on the Entitlement Date together with up to 87,937,732 free detachable new warrants 2013/2018 (“New Warrant(s)”) on the basis of two (2) New Warrants for every one (1) Rights Share subscribed (“Proposed Rights Issue”);
(iii) Proposed exemption under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-Overs and Mergers 2010 (“Code”) to Johor Corporation (“JCorp”) and the parties acting in concert with it (“PAC(s)”) from the obligation to extend a mandatory take-over offer for the remaining KPJ Shares, Warrants 2010/2015 (as defined herein) and New Warrants not already held by them pursuant to the Proposed Rights Issue (“Proposed Exemption”);
(iv) Proposed increase in the authorised share capital of KPJ from RM500,000,000 comprising 1,000,000,000 KPJ Shares to RM750,000,000 comprising 1,500,000,000 KPJ Shares (“Proposed Increase in Authorised Share Capital”); and
(v) Proposed amendments to the Memorandum and Articles of Association (“M&A”) of KPJ (“Proposed Amendments”)
(Collectively referred to as the “Proposals”).
Details of the Proposals are set out in the attachment enclosed.
This announcement is dated 29 July 2013.
