Sunday, December 23, 2012

ECM Libra Financial Group Bhd














Kenanga Investment Bank Berhad had already completed the acquisition process on ECM Investment Bank Berhad on 14th December 2012, as such ECM Libra Financial Group is classified as PN17/GN3 company by Bursa after their disposal of their core business.

This PN17/GN3 classification on ECM should be not a big deal, but let see how ECM propose to distribute their cash and Kenanga share back to their share holder, on their proposal announce to Bursa on 14th December 2012, their statement as below,

(Unless stated otherwise, definitions used in this announcement shall carry the same meaning as defined in the Company’s announcement in relation to its Proposals dated 15 June 2012)
We refer to the announcements dated 15 June 2012, 21 June 2012, 6 July 2012, 31 July 2012, 10 October 2012, 2 November 2012, 5 November 2012, 26 November 2012 and 4 December 2012 made by ECM Libra Investment Bank Berhad (“ECMLIB”) on behalf of the Board of Directors of ECMLFG in relation to the Proposals.
ECMLFG is pleased to announce that the Proposed Disposal and Proposed Business Merger have been completed today and ECMLIB has ceased to be a subsidiary of the Company.
Consequent to the completion of the Proposed Disposal, ECMLFG has been issued 120,000,000 ordinary shares of RM1.00 each in KNKH, resulting in ECMLFG becoming a 16.4% shareholder of KNKH.
Based on the closing price of KNKH of RM0.585 per KNKH Share on 14 December 2012 (“KNKH Share Closing Price”), the Proposed Capital Repayment by ECMLFG shall comprise:
(i)      a cash distribution of RM442,647,000;
(ii)      distribution-in-specie of 120,000,000 KNKH Shares valued at RM70,200,000; and
(iii)     distribution-in-specie of RM47,750,000 in nominal value of RULS (Series A),
amounting to RM560,597,000. The Proposed Capital Repayment will be effected via a reduction of the par value of ECMLFG’s ordinary shares from RM1.00 to RM0.324.
Based on the issued and paid-up share capital of ECMLFG as at to-date of 828,819,091 ECMLFG Shares, the distribution to Entitled Shareholders of ECMLFG will be as follows:
RM
RM per ECMLFG Share
Cash Distribution
442,647,000
0.534
Distribution-in-specie of KNKH Shares
70,200,000(1)
0.085
Distribution-in-specie of RULS (Series A)
47,750,000(2)
0.057
Total distribution
560,597,000
0.676

Notes:
(1)                 The KNKH Shares were valued at KNKH Share Closing Price
(2)                 The RULS were issued at nominal value.
Following the Proposed Capital Repayment, ECMLFG will undertake the Proposed Share Split where every one (1) remaining ordinary share of RM0.324 each in ECMLFG shall be subdivided into 32.4 ordinary shares of RM0.01 each in ECMLFG.
Thereafter, ECMLFG will undertake the Proposed Share Consolidation where one hundred (100) ordinary shares of RM0.01 each in ECMLFG shall be consolidated into one (1) ordinary share of RM1.00 each in ECMLFG, resulting in the issued and paid-up share capital of ECMLFG being RM268,222,091 comprising of 268,222,091 ordinary shares of RM1.00 each.
Accordingly, ECMLFG shall make an application to the High Court of Malaya for the Proposed Capital Repayment pursuant to Section 64 of the Companies Act, 1965.

As the statement is clearly stated how their proposal work, but it didn't mention when is their dateline to complete the distribution. Anyway ECM shareholder should be alert to the second last paragraph of the announcement which show how their share will be subdivided and consolidated again, and shareholder need to follow up this matter time to time to avoid oversold their share on ECM once the consolidation process is done.

Graph Source: Chart Nexus

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