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 |
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| CIMB INVESTMENT BANK BERHAD |
Company Name |
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| TIME DOTCOM BERHAD |
Stock Name |
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| TIMECOM |
Date Announced |
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| 20/04/2012 |
Type |
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| Announcement |
Subject |
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Description |
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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”) |
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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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