MULTIPLE PROPOSALS EG INDUSTRIES BERHAD (“EGIB” OR
“COMPANY”) (I) PROPOSED PAR VALUE REDUCTION; (II) PROPOSED
PRIVATE PLACEMENT; (III) PROPOSED RIGHTS ISSUE WITH WARRANTS;
(IV) PROPOSED ESGS; AND (V) PROPOSED AMENDMENT (COLLECTIVELY,
REFERRED TO AS “PROPOSALS”)
EG INDUSTRIES BERHAD
Type
Subject
Description
Announcement
MULTIPLE PROPOSALS
EG INDUSTRIES BERHAD (“EGIB” OR “COMPANY”)
(I) PROPOSED PAR VALUE REDUCTION;
(II) PROPOSED PRIVATE PLACEMENT;
(III) PROPOSED RIGHTS ISSUE WITH WARRANTS;
(IV) PROPOSED ESGS; AND
(V) PROPOSED AMENDMENT
(COLLECTIVELY, REFERRED TO AS “PROPOSALS”)
Unless otherwise defined in this announcement, all terms used herein shall have the same meaning
as those defined in the earlier announcement in relation to the Proposals dated 28 November 2014.
1. INTRODUCTION
On behalf of the Board, M&A Securities wishes to announce certain amendments to the
Proposed ESGS. Additionally, the Board has resolved to fix the issue price of the Rights
Shares and Placement Shares.
The details of the amendments in comparison to those earlier announced on 28 November
2014 are set out in Section 2 below.
The terms of the other components of the Proposals remain unchanged.
2. AMENDMENTS TO THE PROPOSED ESGS
Section 2.4.1
As announced on 28 November 2014
Subject to the prevailing legislation
and the Listing Requirements, the
Company will have the flexibility and
discretion in determining the mode of
settlement of the ESGS Award by way
of:
Amendments
The Proposed ESGS Award
shall now only be settled by
way of:
(a) an issue of new EGIB
Shares;
(b) the delivery of existing
(a) an issue of new EGIB Shares;
EGIB Shares; or
(b) the delivery of existing EGIB (c) a combination of (a) and
Shares;
(b).
(c) payment of the equivalent cash
value of such new and/or existing
EGIB Shares; or
(d) a combination of (a) and/or (b)
and/or (c) stated above.
Section 2.4.2
To facilitate the implementation of the The Proposed ESGS will no
Proposed ESGS, the Company will longer require a trust
establish a trust to be administered by arrangement.
a trustee (“Trustee”). The Trustee for
the Proposed ESGS will administer
the trust in accordance with the trust
deed. The Company shall have the
power to appoint or rescind the
appointment of any trustee as it deems
fit in accordance with the provision of
the trust deed. The Trustee shall, at
such times as the Scheme Committee
shall direct, subscribe for and/or
purchase necessary number of existing
ESGS EGIB Shares to accommodate
any transfer of EGIB Shares to the
Eligible Persons. For this purpose, the
trustee will be entitled from time to
time to the extent permitted by law
and as set out under the By-Laws to
accept funding and/or third assistance,
financial or otherwise from the
Company, its subsidiaries and/or third
parties.
Section 2.4.7
The Proposed ESGS shall be in force The Proposed ESGS shall
for a maximum period of 10 years be in force for 5 years and is
from the Effective Date.
extendable for up to a
maximum period of 10
years from the Effective
Date.
3. BASIS OF DETERMINING THE ISSUE PRICE OF THE PLACEMENT SHARES AND
RIGHTS SHARES
3.1
Placement Shares
The issue price of the Placement Shares has been determined by the Board at RM0.75 per
Placement Share, after taking into consideration, amongst others, the following:
(i) the historical share price of EGIB;
(ii) the 5D-VWAMP and 10D-VWAP of EGIB Shares up to and including 16 April 2015 of
RM0.8374 and RM0.8252 respectively, being the market day immediately preceding
the date of this announcement;
(iii) the par value of the EGIB Shares after the implementation of the Proposed Par Value
Reduction.
The issue price of RM0.75 per Placement Share represents a discount of approximately:
(i) 10.44% from the 5D-VWAMP of EGIB Shares up to 16 April 2015 of RM0.8374.
(ii) 9.11% from the 10D-VWAMP of EGIB Shares up to 16 April 2015 of RM0.8252.
3.2
Rights Shares
The issue price of the Rights Shares has been determined by the Board at RM0.50 per Rights
Share after taking into consideration, amongst others, the following:
(i) the historical share price of EGIB;
(ii) the 5D-VWAMP and 10D-VWAP of EGIB Shares up to and including 16 April 2015 of
RM0.8374 and RM0.8252 respectively, being the market day immediately preceding
the date of this announcement;
(iii) the par value of the EGIB Shares after the implementation of the Proposed Par Value
Reduction.
The issue price of RM0.50 per Rights Share represents a discount of 17.19% and 16.68%
from the theoretical ex-all price of EGIB Shares of approximately RM0.6038 and RM0.6001
per Share calculated based on the 5D-VWAMP and 10D-VWAP of EGIB Shares up to 16
April 2015 of RM0.8374 and RM0.8252 respectively as well as an indicative exercise price
per Warrant of RM0.50.
The Board is of the opinion that the pricing of the Rights Shares and Warrants are fair after
taking into account the foregoing factors.
This announcement is dated 17 April 2015.
Announcement Info
Company Name
Stock Name
Date Announced
Category
Reference No
EG INDUSTRIES BERHAD
EG
17 Apr 2015
General Announcement
OS-150417-62315