General Announcement
Reference No: ML-120615-36585
Stock Name : ECM
Date Announced : 15/06/2012
Type : Announcement
Description :

• Proposed Disposal;
• Proposed Business Merger;
• Proposed Capital Repayment;
• Proposed Share Split; and
• Proposed Share Consolidation,
(collectively referred to as the “Proposals”)

Attachments : ECMLFG Announcement (15.6.12).pdf
Announcement Details/Table Section :

On behalf of the Board of Directors of ECMLFG (“Board”), ECM Libra Investment Bank Berhad (“ECMLIB”) wishes to announce that:

(i)             ECMLFG had on 15 June 2012, entered into a conditional share purchase agreement with Kenanga Investment Bank Berhad (“KIBB”) and K & N Kenanga Holdings Berhad (“KNKH”) for the proposed disposal by ECMLFG of the entire equity interest in ECMLIB to KIBB for a total disposal consideration of RM875,114,000 (“Proposed Disposal”) (“SPA”); and

(ii)            Pursuant to the Proposed Disposal, ECMLIB simultaneously entered into a business merger agreement with KIBB for the proposed business merger of the businesses of ECMLIB and KIBB (“Proposed Business Merger”) (“BMA”).

The SPA and the BMA were entered into after ECMLFG and KNKH received the approvals of the Minister of Finance via a letter from Bank Negara Malaysia dated 7 June 2012 and the Securities Commission via its letter dated 12 June 2012 for the Proposed Disposal and Proposed Business Merger.

In conjunction with and arising from the above, on behalf of the Board, ECMLIB also wishes to announce that the Company proposes to undertake a capital restructuring as follows:

(i)             Proposed capital repayment to the shareholders of ECMLFG comprising a total of RM442,647,000 in cash, 120,000,000 ordinary shares of RM1.00 each in KNKH and RM47,750,000 nominal value of redeemable non-convertible unsecured loan stocks of KNKH (Series A) via a reduction of the par value of the existing ordinary shares of ECMLFG by an amount to be determined, in accordance with Section 64 of the Companies Act, 1965 (“Proposed Capital Repayment”);

(ii)            Proposed share split involving the subdivision of the ordinary shares in ECMLFG after the Proposed Capital Repayment, to facilitate the Proposed Share Consolidation (as defined below) (“Proposed Share Split”); and

(iii)           Proposed consolidation of the ordinary shares in ECMLFG after the Proposed Share Split resulting in ECMLFG having a reduced issued and paid-up share capital taking into account the Proposed Disposal and the Proposed Capital Repayment (“Proposed Share Consolidation”),

(collectively referred to as the “Proposed Capital Restructuring”).

The details of the Proposals are set out in the attachment.

This announcement is dated 15 June 2012.

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