| General Announcement |
| Reference No OS-060525-63163 |
| Submitting Merchant Bank |
:
|
OSK SECURITIES BERHAD |
| Company Name |
:
|
JOHORE TIN BERHAD |
| Stock Name |
:
|
JOHOTIN |
| Date Announced |
:
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25/05/2006 |
 |
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| Type | : | Announcement |
| Subject | : | JOHORE TIN BERHAD (“JTB” OR “THE COMPANY”)I. PROPOSED BONUS ISSUE OF 21,993,000 NEW ORDINARY SHARES OF RM1.00 EACH IN JTB (“BONUS SHARES”) ON THE BASIS OF ONE (1) NEW BONUS SHARE FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM1.00 EACH (“SHARES”) HELD AT AN ENTITLEMENT DATE TO BE DETERMINED LATER;II. PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL FROM RM50,000,000 COMPRISING 50,000,000 JTB SHARES TO RM100,000,000 COMPRISING 100,000,000 JTB SHARES;III. PROPOSED AMENDMENT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY; ANDIV. PROPOSED TRANSFER OF THE LISTING OF AND QUOTATION FOR THE ENTIRE ENLARGED ISSUED AND PAID-UP SHARE CAPITAL OF JTB FROM THE SECOND BOARD TO THE MAIN BOARD OF BURSA MALAYSIA SECURITIES BERHAD UPON COMPLETION OF THE PROPOSED BONUS ISSUE |
Contents :
1. INTRODUCTION
On behalf of the Board of Directors of Johore Tin Berhad (“Board”), OSK Securities Berhad (“OSK”) is pleased to announce that the Company is proposing to undertake the following:-
i) Proposed bonus issue of 21,993,000 new ordinary shares of RM1.00 each in JTB (“Bonus Shares”) on the basis of one (1) new Bonus Share for every two (2) existing ordinary shares of RM1.00 each (“Shares”) held at an entitlement date to be determined later (“Entitlement Date”) (“Proposed Bonus Issue”);
ii) Proposed increase in the authorised share capital from RM50,000,000 comprising 50,000,000 JTB Shares to RM100,000,000 comprising 100,000,000 JTB Shares (“Proposed IASC”);
iii) Proposed amendment to the Memorandum and Articles of Association of the Company (“Proposed Amendment”); and
iv) Proposed transfer of the listing of and quotation for the entire enlarged issued and paid-up share capital of JTB from the Second Board to the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) upon completion of the Proposed Bonus Issue (“Proposed Transfer”).
(Collectively referred to as the “Proposals”).
2. DETAILS OF THE PROPOSALS
2.1 The Proposed Bonus Issue
The Proposed Bonus Issue will entail an issuance of 21,993,000 new Shares (“Bonus Shares”) credited as fully paid-up to the existing shareholders of the Company on the basis of one (1) new Bonus Share for every two (2) existing Shares held in JTB on an Entitlement Date to be determined by the Board, after obtaining the approvals from the relevant authorities and shareholders of JTB. The number of new Bonus Shares to be issued under the Proposed Bonus Issue was arrived at after considering the issued and paid-up share capital of JTB as at 5 May 2006 of RM43,986,000 comprising 43,986,000 JTB Shares and the available distributable reserves of the Company as confirmed by the external auditors.
The Proposed Bonus Issue will be effected by the capitalization of RM21,993,000 from the revaluation surplus of RM27,782,584 arising from the revaluation of JTB’s cost of investment in its subsidiaries to their fair values.
The revaluation surplus of RM27,782,584 was arrived at as follows:-
|
RM
|
| Fair value of JTB’s subsidiaries |
68,903,000
|
| Less: Cost of investment in JTB’s subsidiaries as at 31 December 2005 |
(41,120,416)
|
| Revaluation surplus |
27,782,584
|
The Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the existing issued ordinary shares except that they will not be entitled to participate in any rights, allotments and/or other distributions which may be declared or paid, the entitlement date of which is prior to the date of allotment of the new Bonus Shares.
2.2 The Proposed IASC
JTB proposes to increase its authorised share capital from RM50,000,000 comprising 50,000,000 JTB Shares to RM100,000,000 comprising 100,000,000 JTB Shares. The Proposed IASC is to accommodate the Bonus Shares to be issued pursuant to the Proposed Bonus Issue.
2.3 The Proposed Amendment
As a consequence of the Proposed Bonus Issue and the Proposed IASC, the Memorandum and Articles of Association of JTB will have to be amended to facilitate the issuance of new JTB Shares pursuant to the Proposed Bonus Issue.
2.4 The Proposed Transfer
JTB is expected to meet the requirements for a transfer to the Main Board of Bursa Securities as set out in the Securities Commission’s (“SC”) Policies and Guidelines on Issue/Offer of Securities and the Listing Requirements of Bursa Securities (“Listing Requirements”) which includes among others, the following:-
a) Minimum period of listing of at least one (1) year on the Second Board of Bursa Securities;
b) Issued and paid-up share capital of not less than RM60,000,000;
c) Public shareholding spread of at least 25% of the issued and paid-up share capital for which the shares are held in the hands of a minimum of 1,000 public shareholders holding not less than 100 shares; andd) Uninterrupted audited profit after tax record of three (3) to five (5) full financial years, with an aggregate audited profit of not less than RM30 million over the said financial years and an audited after-tax profit of not less than RM8 million in respect of the most recent financial year.Upon completion of the Proposed Bonus Issue, Proposed IASC and the Proposed Amendment, the Company proposes to transfer the listing of and quotation for its entire enlarged issued and paid-up share capital from the Second Board to the Main Board of Bursa Securities.
3. RATIONALE FOR THE PROPOSALS
3.1 The Proposed Bonus Issue
The Proposed Bonus Issue will increase the Company’s share capital base to better reflect the Company’s current scale of operations and also serve to reward the shareholders of JTB for their continuous support of the Company through greater participation in the equity of the Company in terms of the number of shares held. Such increase in the number of shares in issue is expected to improve the liquidity of the shares in the market. Upon completion of the Proposed Bonus Issue, the Company’s issued and paid-up share capital will increase to RM65,979,000, thus meeting the minimum issued and paid-up share capital requirement for the Proposed Transfer.
3.2 The Proposed IASC
The Proposed IASC is to accommodate the increase in the issued and paid-up share capital of the Company pursuant to the Proposed Bonus Issue.
3.3 The Proposed Amendment
The Proposed Amendment is to facilitate the Proposed IASC.
3.4 The Proposed Transfer
The Proposed Transfer will better reflect the current stature of the operations of the Group. The Proposed Transfer will also accord the Company with greater recognition and acceptance amongst investors particularly institutional investors. Further, the Proposed Transfer is expected to enhance JTB’s prestige and reputation, and also the confidence of the JTB Group’s customers, suppliers and bankers as well as the shareholders of JTB as companies listed on the Main Board of Bursa Securities are perceived to have better corporate reputation and image.
The Proposed Transfer is conditional upon the Proposed Bonus Issue, the Proposed IASC and the Proposed Amendment.
4. FINANCIAL EFFECTS OF THE PROPOSALS
The Proposed Transfer, Proposed IASC and the Proposed Amendment will not have any effect on the issued and paid-up share capital, net assets, substantial shareholders’ shareholdings, earnings and dividend policy of JTB.The effects of the Proposed Bonus Issue are as follows:-
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 JTB are set out in Table 1 herein.
4.2 Net Assets
The proforma effects of the Proposed Bonus Issue on the net assets of the JTB Group are set out in Table 2 herein.
4.3 Earnings
The Proposed Bonus Issue is not expected to have any effect on the consolidated earnings of the JTB Group for the FYE 31 December 2005.However, for the financial year ending 31 December 2006, the earnings per share of the JTB Group will be proportionately diluted as a result of the increase in the issued and paid-up share capital of the Company upon completion of the Proposed Bonus Issue.
4.4 Substantial Shareholders’ Shareholdings
The proforma effects of the Proposed Bonus Issue on the substantial shareholders’ shareholdings are set out in Table 3 herein.
4.5 Dividend Policy
The Proposed Bonus Issue is not expected to have any material effect on the dividend policy of the Company. The Company had declared and paid a tax exempt interim dividend of 5% per JTB Share for the FYE 31 December 2004. In respect of the FYE 31 December 2005, a final dividend of 7% per JTB Share less income tax of 28%, amounting to a net dividend payable of RM2,216,894 will be proposed for shareholders’ approval at the forthcoming annual general meeting of the Company.The Board has not deliberated on the dividend payment for the financial year ending 31 December 2006. The decision to declare and pay dividends in the future would depend on the performance, cashflow position and financing requirements of the JTB Group.
5. APPROVALS REQUIRED
(a) the listing of and quotation for 21,993,000 new JTB Shares to be issued pursuant to the Proposed Bonus Issue on the Second Board of Bursa Securities; and
(b) the Proposed Transfer;
The Proposals are conditional upon the approvals being obtained from the following:-
(i) the SC, for the Proposed Transfer;
(ii) Bursa Securities, for the following:
(iii) the shareholders of JTB for the Proposed Bonus Issue, Proposed Amendment and Proposed IASC at an extraordinary general meeting of the Company to be convened; and
(iv) any other relevant authorities, if required.
The Proposed Transfer is also conditional upon the completion of the Proposed Bonus Issue.
6. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
To the best knowledge of the Directors and substantial shareholders of JTB, none of the Directors and/or substantial shareholders of JTB and/or persons connected to them have any interest, direct or indirect, in the Proposals beyond their respective entitlements as shareholders of JTB under the Proposed Bonus Issue, for which all the existing shareholders of JTB are also entitled to.
7. DIRECTORS’ RECOMMENDATION
The Directors of JTB, after considering all aspects of the Proposals, are of the opinion that the Proposals are in the best interest of the Company.
8. ADVISER
OSK has been appointed as the adviser to the Company for the Proposals.
9. SUBMISSION TO THE AUTHORITIES
The application to Bursa Securities and the SC seeking approval for the Proposed Bonus Issue and the Proposed Transfer are expected to be made within one (1) month from the date of this announcement.
This announcement is dated 25 May 2006.
Attachments : Table-25.05.2006.doc