The distribution comprises of (i) a reduction of ECM Libra Financial Group Berhad's ("ECMLFG") issued and paid-up share capital under Section 64 of the Companies Act, 1965 whereby the par value of each ECMLFG ordinary share ("ECMLFG Share") shall be reduced from RM1.00 to RM0.12 as approved by ECMLFG's shareholders on 20 August 2015 and confirmed by the High Court of Malaya on 28 October 2015; and (ii) special dividend by ECMLFG.
The distribution shall be undertaken by way of a combination of cash of RM0.62 per ECMLFG Share and distribution-in-specie of Eastern & Oriental Berhad ("EOB") ordinary stock units of RM1.00 each ("EOB Stock Units") and warrants of EOB ("EOB Warrants") on the basis of 2 EOB Stock Units for every 9 ECMLFG Shares held and 2 EOB Warrants for every 15 ECMLFG Shares held ("Distribution-In-Specie") as at the Entitlement Date. The Distribution-In-Specie will result in the distribution of 63,687,220 EOB Stock Units and 38,212,332 EOB Warrants based on ECMLFG's existing issued and paid-up share capital.
Based on ECMLFG's existing issued and paid-up share capital, the total distribution involves approximately RM284.62 million, comprising of approximately RM177.69 million cash and RM106.93 million in the form of the Distribution-In-Specie which translates into a total distribution of RM0.99 per ECMLFG Share (based on the last trading prices of RM1.55 for each EOB Stock Unit and RM0.215 for each EOB Warrant on 5 November 2015, being the last trading day prior to the date of this announcement).
The actual total distribution may be higher or lower depending on the market value of the EOB Stock Units and EOB Warrants as at the Entitlement Date.
The trading of ECMLFG on the Main Market of Bursa Malaysia Securities Berhad will not be suspended for the purpose of the distribution. ECMLFG shareholders are not required to take any action in respect of the distribution.
ECMLFG shareholders, whose names appear in ECMLFG's Record of Depositors at 5.00 pm on the Entitlement Date (24 November 2015), shall receive cash, EOB Stock Units and EOB Warrants based on their entitlements. ECMLFG shareholders who are entitled to less than 100 EOB Stock Units or EOB Warrants under the Distribution-In-Specie will receive cash of the equivalent value of the actual number of EOB securities that they would otherwise be entitled to receive based on the last trading price of EOB Stock Units and EOB Warrants as at the Entitlement Date.
Upon completion of the capital reduction, the total issued and paid-up ordinary share capital of ECMLFG will be reduced from RM286,592,491 comprising 286,592,491 ECMLFG Shares of par value RM1.00 each to RM34,391,099 comprising 286,592,491 ECMLFG Shares of par value RM0.12 each.
This announcement is dated 6 November 2015. |