| Contents | : |
1.0 INTRODUCTION
We refer to the announcement on 8 October 2009 in relation to the following:-
(a) proposed share exchange on the basis of one (1) existing ordinary share of RM0.10 each (“share”) in SCAN Associates Berhad (“SCAN” or the “Company”) for one (1) new share in a company to be incorporated (“Newco”) at an issue price to be determined later pursuant to a scheme of arrangement under Section 176 of the Companies Act 1965 (“Proposed Share Exchange”);
(b) proposed transfer of the listing status of SCAN to Newco (“Proposed Transfer”);
(c) proposed establishment of an employees share option scheme (“ESOS”) involving up to 30% of the issued and paid-up share capital of the Company/Newco at any one time (“Previous Proposed ESOS”); and
(d) proposed share buy-back of up to a maximum of 10% of the issued and paid-up share capital of the Company/Newco (“Proposed Share Buy-Back”);
collectively hereinafter to be known as the “Proposals”.
2.0 PROPOSED REVISED ESOS
On behalf of the Board of Directors of SCAN (“Board”), MIMB Investment Bank Berhad is pleased to announce that the Company wishes to revise the Previous Proposed ESOS to reduce the maximum limit from 30% to 10% of the issued and paid-up share capital of the Company or Newco at any one time (“Proposed Revised ESOS”).
The Proposed Revised ESOS is expected to mitigate the potential dilutive effects on the shareholding of the existing shareholders in SCAN/Newco as and when the options are granted under the Proposed Revised ESOS are exercised into new shares.
Save for the Proposed Revised ESOS, all other salient terms and details relating to the Previous Proposed ESOS as contained in the announcement dated 8 October 2009 remain unchanged.
3.0 EFFECTS OF THE PROPOSED REVISED ESOS
3.1 Share Capital
Pursuant to the Proposed Revised ESOS, the enlarged issued and paid-up share capital of the Newco upon full exercise of the options to be granted under the Proposed Revised ESOS shall be lower than the enlarged issued and paid-up share capital of Newco based on the Previous Proposed ESOS.
For illustration purposes, the proforma effects of the Proposed Revised ESOS (upon the completion of the Proposed Share Exchange and Proposed Transfer) on the issued and paid-up share capital of Newco are set out in Table 1.
3.2 Net Assets and Gearing
The Proposed Revised ESOS will not have any immediate effect on the consolidated net assets of Newco (upon the completion of the Proposed Share Exchange and Proposed Transfer) until such time when the options under the Proposed Revised ESOS are exercised. Upon exercise of the said options, the net assets per share may increase or decrease depending on the option price of the options exercised, which is to be determined at the time an offer is made and the number of new shares issued upon the exercise of such options granted.
3.3 Earnings
The Proposed Revised ESOS will have lower dilutive effects on the consolidated earnings per share of Newco upon issuance of the new shares under the Proposed Revised ESOS than under the Previous Proposed ESOS.
3.4 Substantial Shareholders’ Shareholdings
The potential dilutive effects on the substantial shareholders of Newco under the Proposed Revised ESOS shall be lower than the potential dilution under the Previous Proposed ESOS.
This announcement is dated 6 November 2009 |
|
Announcement Details :
Table 1
|
No. of shares
|
RM
|
|
|
|
|
|
Subscribers’
shares
|
20
|
2
|
|
To be issued
pursuant to the Proposed Share Exchange
|
200,000,000
|
20,000,000
|
|
After Proposed
Transfer
|
200,000,020
|
20,000,002
|
|
Assuming 10% of
new shares are issued under the Proposed Revised ESOS
| 20,000,002
|
2,000,000
|
|
After Proposed
Revised ESOS
|
220,000,022
|
22,000,002
|
|
|