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Monday, 23 April 2012

高庭批准Timecom资本重组和资本回退了

差点看漏,高庭已批准资本重组和资本回退了。接下来的企业动作陆续会完成。不知回退RM0.02 会对星期一股价有什么影响




General Announcement
Reference No MM-120420-35122

Submitting Merchant Bank
:
CIMB INVESTMENT BANK BERHAD
Company Name
:
TIME DOTCOM BERHAD
Stock Name
:
TIMECOM  
Date Announced
:
20/04/2012


Type
:
Announcement
Subject
:
MULTIPLE PROPOSALS

Description
:
TIME DOTCOM BERHAD (“TdC” OR “COMPANY”)

(I)        PROPOSED ACQUISITIONS BY TdC OF:
(A)        100% EQUITY STAKES IN GLOBAL TRANSIT COMMUNICATIONS SDN BHD (“GTC”) FROM PULAU KAPAS VENTURES SDN BHD FOR A PURCHASE CONSIDERATION OF RM102,000,000, TO BE FULLY SETTLED VIA THE ISSUANCE OF 28,732,394 NEW TdC SHARES AT AN ISSUE PRICE OF RM3.55 EACH;
(B)        100% EQUITY STAKES IN GLOBAL TRANSIT LIMITED (“GTL”) FROM MEGAWISRA SDN BHD, HALFMOON BAY CAPITAL LIMITED, ACCURATE GAIN PROFITS LIMITED, CONTINUUM CAPITAL SDN BHD AND NICHOLAS LIM PING FOR A PURCHASE CONSIDERATION OF RM101,000,000, TO BE FULLY SETTLED VIA THE ISSUANCE OF 17,070,421 NEW TdC SHARES AT AN ISSUE PRICE OF RM3.55 EACH AND A CASH PAYMENT OF RM40,400,000;
(C)        100% EQUITY STAKES IN GLOBAL TRANSIT ENTITIES FROM GLOBAL TRANSIT INTERNATIONAL SDN BHD FOR A CASH CONSIDERATION OF RM1.00 EACH; AND
(D)        100% EQUITY STAKES IN AIMS GROUP FROM MEGAWISRA SDN BHD FOR A TOTAL PURCHASE CONSIDERATION OF RM119,000,000 TO BE FULLY SETTLED VIA THE ISSUANCE OF 20,112,676 NEW TdC SHARES AT AN ISSUE PRICE OF RM3.55 EACH AND A CASH PAYMENT OF RM47,600,000,
(COLLECTIVELY, “PROPOSED ACQUISITIONS”);

(II)        PROPOSED CAPITAL REPAYMENT OF RM50,615,500 REPRESENTING RM0.02 PER EXISTING TdC SHARE TO THE ENTITLED SHAREHOLDERS OF TdC PURSUANT TO SECTIONS 60 AND 64 OF THE COMPANIES ACT, 1965 (“PROPOSED CAPITAL REPAYMENT”);

(III)        PROPOSED CAPITAL RESTRUCTURING COMPRISING:
(A)        PROPOSED CAPITAL REDUCTION OF THE EXISTING ISSUED AND PAID-UP SHARE CAPITAL OF TdC VIA THE CANCELLATION OF RM0.90 OF THE PAR VALUE OF EACH TdC SHARE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 (“PROPOSED CAPITAL REDUCTION”);
(B)        PROPOSED SET-OFF OF TdC’S SHARE PREMIUM ACCOUNT AGAINST THE ACCUMULATED LOSSES OF TdC; AND
(C)        PROPOSED SHARE CONSOLIDATION OF 2,530,775,000 TdC SHARES OF PAR VALUE OF RM0.10 EACH (AFTER THE PROPOSED CAPITAL REDUCTION) INTO 506,155,000 TdC SHARES OF PAR VALUE OF RM0.50 EACH IN TdC, ON THE BASIS OF FIVE (5) TdC SHARES OF PAR VALUE OF RM0.10 EACH INTO ONE (1) TdC SHARE OF RM0.50 EACH;
(COLLECTIVELY, “PROPOSED CAPITAL RESTRUCTURING”);

(IV)        PROPOSED EXEMPTION FOR MEGAWISRA SDN BHD (“MEGAWISRA”) AND THE PERSONS ACTING IN CONCERT WITH MEGAWISRA (COLLECTIVELY, “PAC GROUP”) FROM THE OBLIGATION TO UNDERTAKE A MANDATORY GENERAL OFFER FOR THE REMAINING TdC SHARES WHICH ARE NOT ALREADY HELD BY THEM ARISING UPON COMPLETION OF THE PROPOSED ACQUISITIONS PURSUANT TO PARAGRAPH 16 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 (“PROPOSED PAC GROUP EXEMPTION”);

(V)        PROPOSED EXEMPTION FOR MEGAWISRA FROM THE OBLIGATION TO UNDERTAKE A MANDATORY GENERAL OFFER FOR THE REMAINING TdC SHARES WHICH ARE NOT ALREADY HELD BY IT ARISING FROM THE COMPLETION OF THE PROPOSED ACQUISITIONS PURSUANT TO PARAGRAPH 16 OF PRACTICE NOTE 9 OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS, 2010 (“PROPOSED MEGAWISRA EXEMPTION”),

(THE PROPOSED PAC GROUP EXEMPTION AND THE PROPOSED MEGAWISRA EXEMPTION ARE COLLECTIVELY REFERRED TO AS “PROPOSED EXEMPTIONS”); AND

(VI)        PROPOSED AMENDMENT TO TdC’S MEMORANDUM OF ASSOCIATION TO FACILITATE THE PROPOSED ACQUISITIONS, PROPOSED CAPITAL REPAYMENT AND PROPOSED CAPITAL RESTRUCTURING (“PROPOSED AMENDMENT”)

(THE PROPOSED ACQUISITIONS, PROPOSED CAPITAL REPAYMENT, PROPOSED CAPITAL RESTRUCTURING, PROPOSED EXEMPTIONS AND PROPOSED AMENDMENT ARE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

Announcement Details/Table Section :


We refer to our earlier announcements dated 15 November 2010, 6 December 2010, 24 February 2011, 15 March 2011, 24 March 2011, 30 March 2011, 10 June 2011, 30 June 2011, 20 September 2011, 24 October 2011, 11 November 2011, 15 November 2011, 22 November 2011, 21 December 2011, 30 December 2011, 19 January 2012 and 24 February 2012 in relation to the Proposals.
Unless otherwise stated, words and phrases used in this announcement shall have the same meanings as defined in the aforesaid announcements.

On behalf of TdC, CIMB Investment Bank Berhad is pleased to announce that the High Court of Malaya, Kuala Lumpur has today granted an order confirming the Proposed Capital Restructuring and Proposed Capital Repayment by TdC pursuant to Sections 60 and 64 of the Companies Act, 1965.

The relevant order is in the process of being extracted and an office copy of the order for the Proposed Capital Restructuring and Proposed Capital Repayment will be lodged with the Registrar of Companies for the Proposed Capital Restructuring and Proposed Capital Repayment to take effect accordingly.

Accordingly, the entitlement date for the Proposed Capital Repayment and Proposed Capital Reduction will be announced in due course.


This announcement is dated 20 April 2012. 
  




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