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					Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused this Share Buy-Back Statement
prior to its issuance as it is an exempt statement. Bursa Securities takes no responsibility for the
contents of this statement, makes no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this Share Buy-Back Statement.




                                 UNITED KOTAK BERHAD
                                        (Company No. 78806-V)
                       (Incorporated in Malaysia under the Companies Act, 1965)




                                SHARE BUY-BACK STATEMENT

                                          in relation to the

                  PROPOSED RENEWAL OF SHAREHOLDERS’ APPROVAL


                          FOR SHARE BUY-BACK BY THE COMPANY
                               (“Proposed Share Buy-Back”)




                     This Share Buy-Back Statement is dated 20 July 2009
1. INTRODUCTION

  At the Annual General Meeting of United Kotak Berhad (“UKB” or “the Company”) held on 28 August
  2008, UKB obtained the approval of its shareholders for the Company to purchase and/or hold up
  to ten percent (10%) of the total issued and paid-up share capital of the Company through Bursa
  Securities. Pursuant to the Listing Requirements of the Bursa Securities, this approval will expire at
  the conclusion of the forthcoming Twenty-Seventh Annual General Meeting (“27th AGM”) of the
  Company scheduled to be held on 11 August 2009.

  On 3 July 2009, UKB announced its intention to seek renewal of shareholders’ approval for the
  Proposed Share Buy-Back at the forthcoming 27th AGM.

  The purpose of this Statement is to provide you with the relevant information on the Proposed Share
  Buy-Back and to seek the renewal of your approval for the Proposed Share Buy-Back by your approval
  of the ordinary resolution to be tabled at the forthcoming 27th AGM to be convened on 11 August
  2009, notice of which is set out on page 2 and 3 of the Company’s 2009 Annual Report.


2. PURCHASES AND CANCELLATION OF SHARES AND RESALE OF TREASURY SHARES MADE
   PURSUANT TO THE EXISTING APPROVAL

  The total number of UKB Shares purchased by the Company and held as Treasury Shares for the
  previous twelve (12) months preceding the date of this Statement, i.e. up to and including 22 June
  2009 was 331,100.

  All the UKB Shares purchased have been retained as treasury shares, and the total number of UKB
  Shares retained as treasury shares as at 22 June 2009 was 3,070,600. There were no re-sale of
  treasury shares or cancellation of shares as at 22 June 2009.

  Information on the UKB Shares purchased during the financial year ended 31 March 2009 is set out
  on page 20 of the 2009 Annual Report.


3. PROPOSED RENEWAL OF APPROVAL FOR SHARE BUY-BACK

  As at 22 June 2009, the total issued and paid-up share capital of UKB is RM48,000,000 comprising
  48,000,000 ordinary shares of RM1.00 each. Assuming the Employee Share Option Scheme (“ESOS”)
  of up to fifteen percent (15%) of the issued and paid-up share capital of the Company, which was
  approved by the shareholders of UKB at the Extraordinary General Meeting (“EGM”) held on 18 May
  2005, will be exercised in full, the maximum number of UKB Shares which may be purchased by the
  Company will be ten percent (10%) of the enlarged issued and paid-up share capital of the Company
  or 5,520,000 UKB Shares.

  The Board of Directors of UKB proposes to seek the renewal of approval from the shareholders of
  UKB to purchase, hold, cancel, distribute or resell up to a maximum of ten percent (10%) of the issued
  and paid-up share capital of UKB or the equivalent of 5,520,000 ordinary shares as at 22 June 2009
  (assuming full exercise of ESOS Options) through the Bursa Securities subject to the compliance
  with the Listing Requirements and any other relevant authorities and upon such terms and conditions
  that in the opinion of the Directors will be in the interest of the Company.




                                                  1
3. PROPOSED RENEWAL OF APPROVAL FOR SHARE BUY-BACK - continuation

  The renewed authority for the Proposed Share Buy-Back will be effective immediately upon the
  passing of the ordinary resolution and will continue to be in force until:

  i. the conclusion of the next Annual General Meeting of the Company at which time it shall lapse
     unless by an ordinary resolution passed at that meeting, the authority is renewed, either unconditionally
     or subject to conditions; or

  ii. the expiration of the period within which the next Annual General Meeting after that is required
      by law to be held; or

  iii. revoked or varied by ordinary resolution passed by the shareholders of the Company in general
       meeting;

  whichever is the earliest.


4. RATIONALE FOR THE PROPOSED SHARE BUY-BACK

  The Proposed Share Buy-Back will enable UKB to utilise any of its surplus financial resources to
  purchase its own shares from the market. It may stabilise the supply and demand of its shares traded
  on the Second Board of Bursa Securities and thereby support its fundamental value. Further, this is
  expected to enhance shareholder value in the event that such purchased shares are cancelled as
  the resultant reduction in the issued and paid-up share capital of UKB is expected to increase the
  earnings per share (“EPS”), thereby making the shares more attractive to investors.

  In addition, the purchased shares may be held as Treasury Shares and distributed to shareholders
  as dividend and/or resold in the open market with the intention of realising a potential capital appreciation
  on the shares without affecting the total issued and paid-up share capital of the Company.


5. QUANTUM AND FUNDING

  The actual number of UKB Shares which may be purchased and the timing of the purchase(s) will
  depend on, inter-alia, market conditions, the availability of retained profits/share premium and financial
  resources of the Company as well as Bursa Securities requirement to maintain the necessary
  shareholding spread and minimum issued and paid-up share capital.

  Pursuant to the Listing Requirements of Bursa Securities, the Company will purchase UKB Shares
  entirely out of its share premium account and/or retained profits. Therefore, the Board proposes that
  the maximum amount of funds to be used for any purchase of UKB Shares will not exceed the
  aggregate of the Company’s share premium account and retained profits. The audited share premium
  and retained profits of the Company as at 31 March 2009 is RM176,757 and RM10.564 million
  respectively. Based on the latest unaudited management accounts as at 31 May 2009, the share
  premium and retained profits of the Company amounted to approximately RM176,757 and RM11.919
  million respectively.

  The Proposed Share Buy-Back will be financed through internally generated funds and/or borrowings
  and shall be made out of the share premium account and/or retained profits of the Company. In the
  event the purchase is funded by borrowings, the Company expects that it will be capable of repaying
  such borrowings and that such funding is not expected to have any material effect on the cash flow
  of the Company.

  The Proposed Share Buy-Back will reduce the cash of the Company by an amount dependent on
  the purchase price of the UKB Shares and the actual number of UKB Shares bought back.



                                                      2
6. POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK

  The financial resources of UKB may increase pursuant to the resale of the purchased shares held
  as Treasury Shares at prices higher than the purchase price. The other advantages of the Proposed
  Share Buy-Back are outlined in item 4 of this Statement.

  However, the Proposed Share Buy-Back, if implemented, would reduce the financial resources of the
  Company. This may result in the Company foregoing future investment opportunities and/or any
  income that may be derived from alternative uses of such funds.

  Nevertheless, the Directors will be mindful of the interests of UKB and its shareholders in implementing
  the Proposed Share Buy-Back.


7. EFFECT OF THE PROPOSED SHARE BUY-BACK

  7.1 Share Capital

      Assuming the Proposed Share Buy-Back is carried out up to 10% of the existing issued and paid-
      up share capital of UKB of 48,000,000 ordinary shares of RM1.00 each as at 22 June 2009 and
      assuming full exercise of the ESOS Options of up to fifteen percent (15%) of the issued and paid-
      up share capital of the Company, the number of UKB Shares allowed to be purchased by the
      Company is 5,520,000 shares.

      In the event that all the shares purchased are to be cancelled, the effect of the Proposed Share
      Buy-Back on the issued and paid-up share capital of the Company would be as follows:

                                                                                      No. of Ordinary Shares
                                                                                          of RM1.00 each
      Issued and paid-up share capital
        as at 22 June 2009                                                                      48,000,000(1)

      To be issued pursuant to the ESOS Options
       (assuming exercised in full)                                                               7,200,000


      Enlarged share capital                                                                    55,200,000

      Upon completion of the Proposed Share Buy-Back
       (assuming all cancelled)                                                                  (5,520,000)


      Reduced share capital after
       the Proposed Share Buy-Back                                                              49,680,000

      Note :

      (1) The
            issued and paid-up share capital stated above is inclusive of the treasury shares held by the Company.
        As at 22 June 2009, the number of UKB shares held as treasury shares is 3,070,600 none of which are cancelled.

      However, the Proposed Share Buy-Back is not expected to have any effect on the issued and
      paid-up share capital if all the shares purchased are to be retained as Treasury Shares, resold
      or distributed to our shareholders.




                                                         3
7.2 Net Tangible Assets (“NTA”)

    If the purchased shares are kept as Treasury Shares, the NTA per share would decrease, unless
    the cost per share of the Treasury Shares purchased is below the NTA per share at the relevant
    point in time. This is because the Treasury Shares, which are required to be carried at cost, must
    be offset against equity and therefore would result in a decrease in NTA of the Company.

    Similarly, if the purchased shares are cancelled, the NTA per share of the UKB Group will
    decrease, unless the cost per share of the purchased shares is below the NTA per share at the
    relevant point in time.

    In the case where the purchased shares are treated as Treasury Shares and subsequently resold
    on Bursa Securities, the NTA per share of the UKB Group will increase if the Company realises
    a gain from the resale, and vice-versa. If the Treasury Shares are distributed as share dividends,
    the NTA of the UKB Group will decrease by the cost of the Treasury Shares.

7.3 Working Capital

    The Proposed Share Buy-Back is likely to reduce the working capital of the Group, the quantum
    of which will depend on the actual purchase price and number of shares to be bought back.

7.4 Cashflow

    The Proposed Share Buy-Back is not expected to be implemented to the extent that it will
    adversely affect the cashflow of the Company. The exact effect on the cashflow of the Company
    will depend on the quantum and price at which the shares are bought back.

7.5 Earnings

    The effects of the Proposed Share Buy-Back on the earnings of the Group are dependent on
    the purchase prices of UKB Shares and the effective funding cost or loss in interest income to
    the Group.

    On the assumption that the shares so purchased are retained as Treasury Shares and subsequently
    resold, the extend of the impact to the earnings of the Group are dependent on the actual selling
    price, the number of treasury shares resold, the effective gain or interest savings arising from
    the exercise, the gain or loss on the disposal and the manner in which the proceeds arising
    therefrom are utilised.

    If the shares so purchased are to be cancelled, the earnings of the Group will increase provided
    the income foregone and if any, interest expense incurred on the shares purchased are less than
    the consolidated earnings before the Proposed Share Buy-Back.




                                                4
7.6 Directors’ and Substantial Shareholders’ Shareholdings

    (i) Directors

         Assuming that the Proposed Share Buy-back is implemented in full and that the UKB Shares
         are purchased from shareholders other than our Directors and existing substantial shareholders
         of the Company, the effects of the Proposed Share Buy-back on the shareholdings of the
         Directors and Persons Connected to the Directors of UKB as at 22 June 2009, being the
         most practicable date prior to the printing of this Statement, are set out as follows:

                                                  As at 22 June 2009                              After full exercise of ESOS and
                                                                                                    Proposed Share Buy-Back
                                         Direct                     Indirect                     Direct                    Indirect
                                  No. of shares      %#       No. of Shares      %#       No. of shares       %     No. of Shares      %
    Directors
    Soh Man Tong                    12,380,431      27.56           1,768,052 a 3.94        13,080,431     26.33        1,968,052      3.96
    Tan Soo Siang                    5,431,311      12.09                   -      -         6,031,311     12.14                -         -
    Soh Choon Wai 1                          -          -                   -      -           100,000      0.20                -         -
    Ng Poey Tiong                    1,601,379       3.56                   -      -         1,601,379      3.22                -         -
    Rithauddin Hussein                       -          -                   -      -                 -         -                -         -
      Jamalatiff Bin Jamaluddin
    Kek Kok Swee                              -           -                 -         -                -       -                 -         -
    Lim Dau Joong                             -           -                 -         -                -       -                 -         -

    Person connected
    Soo Ah Tee 2                           269       0.00            24,000      0.05           600,269     1.21          24,000       0.05
    Soh Ah Mok 3                       319,897       0.71                 -         -           369,897     0.74               -          -
    Soh Ping Chew 4                    311,980       0.69                 -         -           511,980     1.03               -          -
    Soh Poh Eng 5                       96,000       0.21                 -         -            96,000     0.19               -          -
    Soh Poh Yan 6                       35,200       0.08                 -         -           235,200     0.47               -          -
    Tey Moi Chan 7                   2,017,298       4.49                 -         -         2,017,298     4.06               -          -
    Ting Bee Lan 8                     152,400       0.34                 -         -           152,400     0.31               -          -
    Tan Soo Yong 9                     207,257       0.46                 -         -           307,257     0.62               -          -
    See Wee Meng 10                          -          -                 -         -            50,000     0.10               -          -
    Soon Pick Lan 11                    39,600       0.09        14,108,883     31.40           239,600     0.48      14,808,883      29.81
    Soo Inn Leng 12                     24,000       0.05               269      0.00            24,000     0.05         600,269       1.21
    Koh Shee Pey 13                          -          -                 -         -                 -        -         100,000       0.20
    Strong Box Integrated Sdn
      Bhd 14                         1,728,452       3.84                   -         -       1,728,452     3.48                 -         -


         Note:
         #  Percentage computed based on the total number of shares in issue of 48,000,000 and after deducting a total
            of 3,070,600 shares bought back and retained as treasury shares as at 22 June 2009.
         a  By virtue of his interest in Strong Box Integrated Sdn Bhd and the shareholdings of his spouse, Madam
            Soon Pick Lan.
         1  Mr Soh Choon Wai is the son of Mr Soh Man Tong
         2  Mr Soo Ah Tee is the brother of Mr Soh Man Tong
         3  Mr Soh Ah Mok is the brother of Mr Soh Man Tong
         4  Mr Soh Ping Chew is the brother of Mr Soh Man Tong
         5  Ms Soh Poh Eng is the sister of Mr Soh Man Tong
         6  Ms Soh Poh Yan is the sister of Mr Soh Man Tong
         7  Mr Tey Moi Chan is the brother-in-law of Mr Tan Soo Siang
         8  Madam Ting Bee Lan is the sister-in-law of Mr Soh Man Tong
         9  Mr Tan Soo Yong is the brother of Mr Tan Soo Siang
         10 Madam See Wee Meng is the sister-in-law of Mr Soh Man Tong
         11 Madam Soon Pick Lan is the spouse of Mr Soh Man Tong
         12 Madam Soo Inn Leng is the spouse of Mr Soo Ah Tee
         13 Madam Koh Shee Pey is the spouse of Mr Soh Choon Wai
         14 Strong Box Integrated Sdn Bhd is a company in which Mr Soh Man Tong has substantial interest




                                                                5
(ii)   Substantial Shareholders

       Assuming that the Proposed Share Buy-back is implemented in full and that the UKB Shares
       are purchased from shareholders other than our existing substantial shareholders, the effects
       of the Proposed Share Buy-Back on the shareholdings of the substantial shareholders and
       Persons Connected to the substantial shareholders of UKB as at 22 June 2009, being the
       most practicable date prior to the printing of this Statement, are set out as follows :

                                             As at 22 June 2009                           After full exercise of ESOS and
                                                                                            Proposed Share Buy-Back
                                    Direct                   Indirect                    Direct                    Indirect
                             No. of shares      %#     No. of Shares     %#       No. of shares       %     No. of Shares      %
 Substantial Shareholders
 Soh Man Tong                  12,380,431      27.56       1,768,052 a 3.94         13,080,431    26.33        1,968,052       3.96
 Soon Pick Lan 11                  39,600       0.09      14,108,883 31.40             239,600     0.48       14,808,883      29.81
 Tan Soo Siang                  5,431,311      12.09               -      -          6,031,311    12.14                -          -

 Person connected
 Soh Choon Wai 1                        -          -               -        -           100,000     0.20               -          -
 Soo Ah Tee 2                         269       0.00          24,000     0.05           600,269     1.21          24,000       0.05
 Soh Ah Mok 3                     319,897       0.71               -        -           369,897     0.74               -          -
 Soh Ping Chew 4                  311,980       0.69               -        -           511,980     1.03               -          -
 Soh Poh Eng 5                     96,000       0.21               -        -            96,000     0.19               -          -
 Soh Poh Yan 6                     35,200       0.08               -        -           235,200     0.47               -          -
 Tey Moi Chan 7                 2,017,298       4.49               -        -         2,017,298     4.06               -          -
 Ting Bee Lan 8                   152,400       0.34               -        -           152,400     0.31               -          -
 Tan Soo Yong 9                   207,257       0.46               -        -           307,257     0.62               -          -
 See Wee Meng 10                        -          -               -        -            50,000     0.10               -          -
 Soon Pick Lan 11                  39,600       0.09      14,108,883    31.40           239,600     0.48      14,808,883      29.81
 Soo Inn Leng 12                   24,000       0.05             269     0.00            24,000     0.05         600,269       1.21
 Koh Shee Pey 13                        -          -               -        -                 -        -         100,000       0.20
 Strong Box Integrated Sdn
   Bhd 14                       1,728,452       3.84                -         -       1,728,452     3.48                 -         -


       Note:
       #  Percentage computed based on the total number of shares in issue of 48,000,000 and after deducting a total
          of 3,070,600 shares bought back and retained as treasury shares as at 22 June 2009.
       a  By virtue of his interest in Strong Box Integrated Sdn Bhd and the shareholdings of his spouse, Madam
          Soon Pick Lan.
       1  Mr Soh Choon Wai is the son of Mr Soh Man Tong
       2  Mr Soo Ah Tee is the brother of Mr Soh Man Tong
       3  Mr Soh Ah Mok is the brother of Mr Soh Man Tong
       4  Mr Soh Ping Chew is the brother of Mr Soh Man Tong
       5  Ms Soh Poh Eng is the sister of Mr Soh Man Tong
       6  Ms Soh Poh Yan is the sister of Mr Soh Man Tong
       7  Mr Tey Moi Chan is the brother-in-law of Mr Tan Soo Siang
       8  Madam Ting Bee Lan is the sister-in-law of Mr Soh Man Tong
       9  Mr Tan Soo Yong is the brother of Mr Tan Soo Siang
       10 Madam See Wee Meng is the sister-in-law of Mr Soh Man Tong
       11 Madam Soon Pick Lan is the spouse of Mr Soh Man Tong
       12 Madam Soo Inn Leng is the spouse of Mr Soo Ah Tee
       13 Madam Koh Shee Pey is the spouse of Mr Soh Choon Wai
       14 Strong Box Integrated Sdn Bhd is a company in which Mr Soh Man Tong has substantial interest




7.7 Dividends

       The Board has proposed a final tax exempt dividend of 3 sen per ordinary share of RM1.00
       each in respect of the financial year ended 31 March 2009 subject to the shareholders’
       approval at the forthcoming 27th AGM.




                                                         6
     7.7 Dividends - continuation

          The Proposed Share Buy-Back may reduce the amount of distributable reserves available
          for dividends. However, assuming the Proposed Share Buy-Back is implemented in full and
          UKB’s quantum of dividends is maintained at historical level, the Share Buy-Back will have
          the effect of increasing the dividend rate of UKB as a result of the reduction in the issued
          and paid-up share capital of UKB.


8. PUBLIC SHAREHOLDING SPREAD

  As at 22 June 2009, the public shareholding spread of the Company is 45.81%. The public shareholding
  spread would be reduced to approximately 36.50% assuming full exercise of the ESOS Options of
  up to fifteen percent (15%) of the issued and paid-up share capital of the Company, the Proposed
  Share Buy-Back is implemented in full and all the shares purchased are from public shareholders
  and are either cancelled or held as Treasury Shares.

  The Board is mindful of the public shareholding spread requirement and will continue to be mindful
  of the requirement when making any purchase of UKB Shares pursuant to the Proposed Share Buy-
  Back.


9. IMPLICATIONS RELATING TO THE MALAYSIAN CODE ON TAKE-OVER AND MERGER, 1998
   (“CODE”)

  UKB does not intend to undertake the Proposed Share Buy-Back such that it will trigger any obligation
  on the substantial shareholders to undertake a mandatory general offer pursuant to the Code. However,
  in the event an obligation to undertake a mandatory general offer arise with respect to any parties
  resulting from the Proposed Share Buy-Back, the relevant parties shall make the necessary application
  to the Securities Commission for a waiver from having to undertake a mandatory general offer pursuant
  to the Code.


10.DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

  Save for the inadvertent increase in the percentage shareholding and/or voting rights of the shareholders
  as a consequence of the Proposed Share Buy-Back, none of the Directors and substantial shareholders
  of the Company or persons connected to them has any interest, direct or indirect, in the Proposed
  Share Buy-Back.


11.DIRECTORS’ RECOMMENDATION

  The Directors, having considered all aspects of the Proposed Share Buy-Back, are of the opinion that
  the Proposed Share Buy-Back is in the best interest of the Company. Accordingly, they recommend
  that you vote in favour of the ordinary resolution for the Proposed Share Buy-Back to be tabled at
  the forthcoming 27th AGM.


12.DIRECTORS’ RESPONSIBILITY STATEMENT

  This Statement has been seen and approved by the Board and they collectively and individually
  accept full responsibility for the accuracy of the information given and confirm that after making all
  reasonable enquiries and, to the best of their knowledge and belief, there are no other facts the
  omission of which would make any statement herein false or misleading.


This Share Buy-Back Statement is dated 20 July 2009



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