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JOBSTREET CORPORATION BERHAD (“JCB” OR “THE COMPANY”)
(I)
PROPOSED
SHARE
CONSOLIDATION
INVOLVING
THE
CONSOLIDATION OF EVERY FIVE (5) EXISTING ORDINARY SHARES
OF RM0.10 EACH IN JOBSTREET CORPORATION BERHAD (“JCB”)
(“JCB SHARES”) INTO ONE (1) NEW ORDINARY SHARE OF RM0.50
EACH IN JCB (“CONSOLIDATED SHARE”) (“PROPOSED SHARE
CONSOLIDATION”); AND
(II)
PROPOSED AMENDMENT TO THE MEMORANDUM OF ASSOCIATION
OF JCB (“PROPOSED AMENDMENT”)
(COLLECTIVELY REFERRED TO AS “PROPOSALS”)
1.
INTRODUCTION
The Board of Directors (“the Board”) of JCB wishes to announce that the Company
is proposing to undertake the following exercises:a) Share consolidation involving the consolidation of every five (5) JCB Shares
into one (1) Consolidated Share; and
b) Amendment to the Memorandum of Association of Company to facilitate the
implementation of the Proposed Share Consolidation.
2.
DETAILS OF THE PROPOSALS
2.1
Proposed Share Consolidation
2.1.1
The Proposed Share Consolidation involves the consolidation of every five (5) JCB
Shares held by JCB’s shareholders on an entitlement date to be determined later
(“Entitlement Date”) into one (1) Consolidated Share.
2.1.2
As at 29 January 2015, the issued and paid-up share capital of JCB is
RM70,795,380.00 comprising 707,953,800 JCB Shares (inclusive of 7,953,800
treasury shares). JCB is proposing to cancel the said treasury shares prior to the
Proposed Share Consolidation and thus, upon the completion of the Proposed Share
Consolidation, the issued and paid-up share capital of JCB would amount to
RM70,000,000.00 comprising 140,000,000 Consolidated Shares.
2.1.3
Notwithstanding the above, the actual number of Consolidated Shares to be issued
will be determined based on the issued and paid-up share capital of JCB as at the
Entitlement Date of the Proposed Share Consolidation.
2.1.4
The Consolidated Shares to be issued shall, upon allotment and issue, rank pari
passu in all respects with each other. Fractional entitlements under the Proposed
Share Consolidation, if any, shall be dealt with by the Board in such manner as they
may deem fit.
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For illustrative purposes only, based on the last transacted market price of JCB Shares
as at 29 January 2015, the market price of JCB Shares after the Proposed Share
Consolidation shall be theoretically adjusted as follows:
As at 29 January 2015
Adjusted for the Proposed
Share Consolidation
Par
value
Market
price per
Share
Total
value
(RM)
(RM)
(RM)
1,000
0.10
0.450
450
200
0.50
2.25
450
Assumed
no. of
Ordinary
Shares
Based on the above illustration, the Proposed Share Consolidation is not expected to
alter the value of the JCB Shares held by the shareholders.
As the JCB Shares are prescribed securities, the Consolidated Shares will be credited
directly into the respective central depository system accounts of the entitled
shareholders and no physical share certificate will be issued. A suspension will not be
imposed on the trading of the Consolidated Shares pursuant to the Proposed Share
Consolidation. Details of the JCB Shares to be consolidated such as number, type and
par value will be announced to Bursa Malaysia Securities Berhad (“Bursa Securities”)
on the Entitlement Date.
2.2
Proposed Amendment
JCB is proposing to amend its Memorandum of Association to facilitate the
implementation of the Proposed Share Consolidation. The necessary amendment to be
made to the Memorandum of Association is as follows:
Existing Clause 6
Proposed Clause 6
The capital of the Company is
RM100,000,000.00 Malaysian Currency
divided into 1,000,000,000 shares of
RM0.10 each. The shares in the original
or any increased capital may be divided
into several classes and there may be
attached thereto respectively any
preferential, deferred or other special
rights,
privileges,
conditions
or
restrictions as to dividends, capital,
voting or otherwise.
The capital of the Company is
RM100,000,000.00 Malaysian Currency
divided into 200,000,000 shares of
RM0.50 each. The shares in the original
or any increased capital may be divided
into several classes and there may be
attached thereto respectively any
preferential, deferred or other special
rights,
privileges,
conditions
or
restrictions as to dividends, capital,
voting or otherwise.
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3.
RATIONALE FOR THE PROPOSALS
3.1
Proposed Share Consolidation
The Proposed Share Consolidation is part of JCB’s proactive capital management plan
to improve JCB’s capital structure. Consolidating the shares in the Company would
lead to a reduction in the number of JCB Shares, thus allowing for better control and
management of JCB Shares, whereby the Consolidated Shares shall bear the same value
of the existing JCB Shares at no expense to either JCB or its investors.
Share Consolidation would also enhance the value of the shares as institutional
investors tend to consider penny shares as too volatile. It is also hoped that a higher
share price will result in a reduction of speculative activities on its shares in the market.
3.2
Proposed Amendment
The Proposed Amendment is required for the implementation of the Proposed Share
Consolidation.
4.
EFFECTS OF THE PROPOSALS
4.1
Issued and Paid-up Share capital
The effects of the Proposed Share Consolidation on the issued and paid-up share capital
of the Company are as follows:-
Note:
No. of
Ordinary
Shares
Par
value
RM
Existing issued and paid-up
share capital
707,953,800
0.10
70,795,380.00
Existing issued and paid-up
share
capital
(upon
the
proposed
cancellation
of
treasury shares) *
700,000,000
0.10
70,000,000.00
After the Proposed
Consolidation
140,000,000
0.50
70,000,000.00
Share
RM
*As at 29 January 2015, a total of 7,953,800 shares are held by the Company as
treasury shares and these shares are proposed to be cancelled prior to the Proposed
Share Consolidation.
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4.2
Earnings per share
The Proposed Share Consolidation is not expected to have any effect on the
consolidated earnings of JCB except for the proportionate increase in the consolidated
earnings per share as a result of the decrease in the number of issued and paid-up
ordinary shares of the Company upon the completion of the Proposed Share
Consolidation.
4.3
Net assets (NA), gearing and net assets per share
The Proposed Share Consolidation is not expected to have a material effect on the
consolidated NA and gearing for the financial year ended 31 December 2014.
However, JCB’s consolidated net assets per share would be increased as a result of the
decrease in the number of ordinary shares in issue upon completion of the Proposed
Share Consolidation.
The proforma effects of the Proposed Share Consolidation on the audited consolidated
statement of financial position of the Company as at 31 December 2013, on the
assumption that the Proposed Share Consolidation had been completed on that day are
set out below:
Share capital
Reserves
Total equity attributable to
owners of the Company
Non-controlling interests
Total equity
No. of Shares in issue
NA per Share(1)) (RM)
Total borrowings (RM)
Gearing (times)
Audited as at
31 December
2013
(RM)
63,512,486
185,839,998
249,352,484
After Proposed Share
Consolidation
(RM)
63,512,486
185,839,998
249,352,484
2,370,821
251,723,305
2,370,821
251,723,305
635,124,860
0.39
43,945
0.00018
127,024,972
1.96
43,945
0.00018
Note (1): NA per share calculated as total equity attributable to owners of the Company divided by the
number of JCB Shares in issue
4.4
Substantial shareholders’ shareholdings
The Proposals would not have any material effect on the substantial shareholders’
shareholdings.
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5.
APPROVALS REQUIRED
The Proposals are subject to the following approvals being obtained:
(a)
Bursa Securities for the Proposed Share Consolidation;
(b)
Shareholders at an Extraordinary General Meeting to be convened; and
(c)
Relevant authorities, where applicable.
The Proposed Share Consolidation and Proposed Amendment are inter-conditional
upon each other and are not conditional upon any other proposals.
6.
INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS
CONNECTED TO THEM
None of the Directors and/or major shareholders of the Company and/or persons
connected to them, has any interest, directly or indirectly, in the Proposals, save for
their respective entitlements under the Proposed Share Consolidation, for which all the
existing shareholders of JCB are also entitled to.
7.
DIRECTORS’ RECOMMENDATION
The Board of JCB, having taken into consideration all aspects of the Proposed Share
Consolidation, is of the opinion that the Proposed Share Consolidation is reasonable,
and is in the best interests of the Company and its subsidiaries.
8.
EXPECTED TIME FRAME FOR COMPLETION OF THE PROPOSALS
Barring any unforeseen circumstances, the application to Bursa Securities is expected to
be made within one (1) month from the date of announcement.
This announcement is dated 30 January 2015.
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