Microsoft word - notice on suspension of trading _20.2.13_
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant or
other independent professional advisers immediately.
Bursa Malaysia Securities Berhad takes no responsibility for the contents of this Notice, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole
or any part of the contents of this Notice.
ECM LIBRA FINANCIAL GROUP BERHAD
NOTICE TO SHAREHOLDERS IN RELATION TO THE
SUSPENSION OF TRADING OF ORDINARY SHARES OF ECM LIBRA FINANCIAL GROUP
BERHAD (“ECMLFG”) [“ECM SHARES”];
THE ENTITLEMENT DATE FOR THE CAPITAL REPAYMENT TO THE SHAREHOLDERS OF
ECMLFG BY WAY OF CAPITAL REDUCTION EXERCISE IN ACCORDANCE WITH SECTION 64
OF THE COMPANIES ACT, 1965 (“CAPITAL REPAYMENT”), THE SHARE SPLIT INVOLVING
THE SUBDIVISION OF THE ECM SHARES AFTER THE CAPITAL REPAYMENT (“SHARE
SPLIT”) AND THE CONSOLIDATION OF THE ECM SHARES AFTER THE SHARE SPLIT
Last date and time for trading of ECM Shares
Wednesday, 27 February 2013 at 5.00 p.m.
From Thursday, 28 February 2013 at 9.00 a.m. until Completion of Share Consolidation
Entitlement Date for the Capital Repayment,
Except where the context otherwise requires or where otherwise stated, the following definitions shall apply throughout this Notice.
Bursa Malaysia Securities Berhad (635998-W)
A listed issuer whose assets on a consolidated basis consist of 70% or more of cash or short term investments, or a combination of both, which has been considered by Bursa Securities as a Cash Company
ECM Libra Financial Group Berhad (713570-K)
ECM Libra Investment Bank Berhad (682-X)
Shareholders whose name appear on the ROD of ECMLFG on the Entitlement Date
Close of business at 5.00 p.m. on Wednesday, 6 March 2013, on which the name of the Entitled Shareholders must be entered in the ROD of ECMLFG in order to be entitled to the Capital Repayment, Share Split and Share Consolidation
Kenanga Investment Bank Berhad (15678-H)
K & N Kenanga Holdings Berhad (302859-X)
A day on which Bursa Securities is open for trading of securities
: Redeemable non-convertible unsecured loan stock (Series A)
All references to “you
” in this Notice are to the shareholders of ECMLFG.
Words denoting the singular shall, where applicable, include the plural and vice versa. Words
denoting the masculine gender shall, where applicable, include the feminine and/or neuter genders
and vice versa. Reference to persons shall include corporations.
Any reference in this Notice to any provisions of the statutes, rules, regulations, guidelines or rules of
stock exchange shall (where the context admits), be construed as a reference to provisions of such
statutes, rules, regulations, guidelines or rules of stock exchange (as the case may be) as modified by
any written law or (if applicable) amendments or re-enactment of the statutes, rules, regulations,
guidelines or rules of stock exchange for the time being in force.
Any reference to a time of a day in this Notice shall be a reference to Malaysian time, unless
TABLE OF CONTENTS
NOTICE TO SHAREHOLDERS OF ECMLFG CONTAINING:
DETAILS OF THE CAPITAL REPAYMENT, SHARE SPLIT AND SHARE
ENTITLEMENT DATE FOR THE CAPITAL REPAYMENT, SHARE SPLIT
DISTRIBUTION OF KNKH SHARES AND ALLOTMENT OF CONSOLIDATED
APPENDIX 1 – OPENING A SCRIPLESS SECURITIES TRADING SYSTEM
ECM LIBRA FINANCIAL GROUP BERHAD
2nd Floor, West Wing
Bangunan ECM Libra
8 Jalan Damansara Endah
50490 Kuala Lumpur
Board of Directors:
Dato’ Seri Kalimullah bin Masheerul Hassan (Non-Independent Non-Executive Chairman
Dato’ Ab. Halim bin Mohyiddin (Independent Non-Executive Vice Chairman
Mr. Lim Kian Onn (Non-Independent Non-Executive Director
Datuk Kamarudin bin Md Ali (Independent Non-Executive Director
Encik Mahadzir bin Azizan (Independent Non-Executive Director
Dato’ Othman bin Abdullah (Independent Non-Executive Director
Mr. Lum Sing Fai (Non-Independent Non-Executive Director
The shareholders of ECMLFG
Dear Sir/Madam, NOTICE TO THE SHAREHOLDERS OF ECMLFG IN RELATION TO THE SUSPENSION OF
TRADING OF ECM SHARES AND THE ENTITLEMENT DATE FOR THE CAPITAL REPAYMENT,
SHARE SPLIT AND SHARE CONSOLIDATION
On 15 June 2012, the Board announced that: (i)
ECMLFG had entered into a conditional share purchase agreement with KIBB and
KNKH for the disposal by ECMLFG of the entire equity interest in ECMLIB to KIBB for a
total disposal consideration of RM875,114,000 (“Proposed Disposal
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
In conjunction with and arising from the above, the Board also announced that the Company proposed to undertake a capital restructuring as follows:
Proposed capital repayment to the shareholders of ECMLFG comprising a total of
RM442,647,000 in cash, 120,000,000 KNKH Shares and RM47,750,000 RULS via a
reduction of the par value of the existing ECM Shares by an amount to be determined,
in accordance with Section 64 of the Act (“Proposed Capital Repayment
Proposed share split involving the subdivision of the ECM Shares after the Proposed
Capital Repayment, to facilitate the Proposed Share Consolidation (as defined below)
(“Proposed Share Split
Proposed consolidation of the ECM Shares 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
(collectively referred to as the “Proposals
”). The Proposed Share Split and Proposed Share
Consolidation are undertaken in conjunction with the Proposed Capital Repayment.
At the Extraordinary General Meeting of ECMLFG held on 31 July 2012, the shareholders of ECMLFG had approved all the Proposals, the details of which are set out in the Circular to Shareholders dated 9 July 2012.
On 5 November 2012, the Board announced that SC had via its letter dated 2 November 2012, granted its approval under section 212(5) of the Capital Markets and Services Act 2007, for the proposed distribution of the KNKH Shares and RULS to all shareholders of ECMLFG by way of distribution-in-specie, pursuant to the Proposed Capital Repayment in conjunction with the Proposed Disposal and Proposed Business Merger.
The approval granted by SC for the proposed distribution-in-specie is subject to the following terms:
Distribution-in-specie of 120,000,000 KNKH Shares to all shareholders of ECMLFG; and
(ii) Distribution-in-specie of RM47,750,000 RULS to all shareholders of ECMLFG.
On 14 December 2012, ECMLFG announced that the Proposed Disposal and Proposed
Business Merger had been completed and further that the Proposed Capital Repayment by
ECMLFG based on the closing price of KNKH of RM0.585 per KNKH Share on 14 December
2012 (“KNKH Share Closing Price
”) shall comprise:
distribution-in-specie of 120,000,000 KNKH Shares valued at RM70,200,000;
distribution-in-specie of RM47,750,000 in nominal value of RULS,
(collectively referred to as the “Capital Repayment
amounting to RM560,597,000. The Capital Repayment will be effected via a reduction of the
par value of the ECM Shares from RM1.00 to RM0.324.
Based on the issued and paid-up share capital of ECMLFG as at 7 February 2013 of
828,819,091 ECM Shares of RM1.00 each, the distribution to Entitled Shareholders of
ECMLFG will be as follows:
RM per ECM Share
The KNKH Shares were valued at KNKH Share Closing Price.
The RULS were issued at nominal value.
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 ECM Shares of RM0.01
each in ECMLFG (“Subdivided Shares”
) [“Share Split
Thereafter, ECMLFG will undertake the Proposed Share Consolidation where one hundred
(100) ECM Shares of RM0.01 each in ECMLFG shall be consolidated into one (1) ECM
Share of RM1.00 each, resulting in the issued and paid-up share capital of ECMLFG being
RM268,222,091 comprising 268,222,091 ECM Shares of RM1.00 each (“Consolidated
) [“Share Consolidation
On 20 December 2012, ECMLFG announced that Bursa Securities had informed that
ECMLFG is not considered a Cash Company pursuant to Paragraph 8.03(1) of the Main
Market Listing Requirements of Bursa Securities subject to the Company completing the
Capital Repayment via the cash distribution and distribution-in-specie of the KNKH Shares
and RULS as mentioned above to the Entitled Shareholders of the Company.
On 7 February 2013, the Board announced that ECMLFG has obtained the order of the High
Court of Malaya on 7 February 2013 confirming the reduction of the par value of the ECM
Shares from RM1.00 to RM0.324 (“Capital Reduction
On 19 February 2013, the Board announced that the Entitlement Date shall be on 6 March
2013 and the payment/distribution of the cash and KNKH Shares shall be on 14 March 2013
”). The RULS shall be distributed on 4 April 2013.
The purpose of this Notice is to provide you with the information pertaining to the suspension
of trading of ECM Shares on the Main Market of Bursa Securities and the Entitlement Date for
the Capital Repayment, Share Split and Share Consolidation. You are not required to take
any action for the receipt of the cash distribution and distribution-in-specie of the
KNKH Shares. For the distribution-in-specie of the RULS, you are required to open a
Scripless Securities Trading System (“SSTS”) account with an Authorised Depository
Institution in order to facilitate the distribution of the RULS to you. If you do not wish
to open a SSTS account, your entitlement to the RULS will be held by ECMLFG on your
behalf. Further details on the distribution-in-specie of the RULS are elaborated in
Section 7 below.
DETAILS OF THE CAPITAL REPAYMENT, SHARE SPLIT AND SHARE CONSOLIDATION
The Capital Repayment would entail the repayment of:
RM534.06 in cash (“Cash Repayment
144 KNKH Shares;
for every 1,000 ECM Shares held on the Entitlement Date by way of capital reduction pursuant to Section 64 of the Act. The Capital Reduction shall take effect on 28 February 2013 when an office copy of the order from the High Court of Malaya confirming the Capital Reduction is lodged with the Registrar of the Companies Commission of Malaysia.
Following the Capital Reduction, the Share Split and Share Consolidation will be effected immediately. The timing of the Capital Repayment will be in accordance with the timeframe set out in Section 8 of this Notice.
In respect of the Share Split and Share Consolidation, the Subdivided Shares and the Consolidated Shares shall upon issue and allotment, rank pari passu
in all respects with each other. In determining the entitlement of the Entitled Shareholders to the Capital Repayment, Subdivided Shares and Consolidated Shares, fractional entitlements, if any, will be disregarded and shall be dealt with in such manner as the Board shall in its absolute discretion deems fit and expedient in order to minimize the incidence of odd lots, and in the
SUSPENSION OF TRADING OF ECM SHARES
The trading of ECM Shares on the Main Market of Bursa Securities will be suspended with
effect from 9.00 a.m. on Thursday, 28 February 2013, which is three (3) clear Market Days
prior to the Entitlement Date until completion of the Share Consolidation. An application will
be made to Bursa Securities upon completion of the Share Consolidation for the re-quotation
of the trading of ECM Shares. Accordingly, the last day of trading of ECM Shares on the
Main Market of Bursa Securities prior to suspension shall be 5.00 p.m. on Wednesday, 27
February 2013. The purpose of the suspension is to facilitate the implementation of the
Capital Repayment, Share Split and Share Consolidation.
ENTITLEMENT DATE FOR THE CAPITAL REPAYMENT, SHARE SPLIT AND SHARE
If you are a registered holder of ECM Shares as at the Entitlement Date, you are hereby
given notice that your existing ECM Shares shall be subject to reduction, splitting and
consolidation pursuant to the Capital Reduction, Share Split and Share Consolidation.
The shareholders of ECMLFG whose names appear in the ROD of ECMLFG at the close of
business at 5.00 p.m. on Wednesday, 6 March 2013, shall be entitled to the Cash
Repayment, the KNKH Shares and the RULS pursuant to the Capital Repayment in respect
ECM Shares transferred into the respective shareholders’ CDS accounts before 4.00 p.m. on Wednesday, 6 March 2013; and
ECM Shares bought on Bursa Securities on a cum-entitlement basis according to the rules of Bursa Securities.
Please be advised that the Entitled Shareholders shall be entitled to the Cash Repayment.
If you are a holder of the ECM Shares, you are not required to take any action in respect of
the Cash Repayment. The payment of cash of RM534.06 for every 1,000 ECM Shares held
by the Entitled Shareholders will be made by crediting the amount into the bank account of
the Entitled Shareholders who have provided their bank account information to Bursa
Malaysia Depository Sdn Bhd (“BMD
For Entitled Shareholders who have not provided their bank account information to the BMD,
the cheque will be despatched by ordinary prepaid post, at their own risk, to the respective
address of the Entitled Shareholders.
DISTRIBUTION OF KNKH SHARES AND ALLOTMENT OF CONSOLIDATED SHARES
Please be advised that the Entitled Shareholders shall be entitled to the KNKH Shares and
For the KNKH Shares and Consolidated Shares, no action is required by the Entitled
Shareholders. The KNKH Shares and Consolidated Shares will be credited directly into the
respective CDS accounts of the Entitled Shareholders and no physical share certificates will
MODE OF DISTRIBUTION OF RULS
Please be advised that the Entitled Shareholders shall be entitled to the RM47,750,000
nominal value of RULS.
The RULS are not rated and are not traded or transferable. The SC has, however, approved
a one-time transfer of the RULS from ECMLFG to the shareholders of the Company. The
RULS have a tenure of one (1) year maturing on 13 December 2013 and shall bear interest at
5% per annum, payable semi-annually.
An Entitled Shareholder is required to open a Scripless Securities Trading System (“SSTS”)
account with an Authorised Depository Institution in order to facilitate the distribution of the
RULS. If an Entitled Shareholder does not wish to open a SSTS account, ECMLFG will hold
their entitlement to the RULS on their behalf. In such instance, the Entitled Shareholder will
authorise ECMLFG to exercise all their rights in respect of the RULS, including but not limited
to, giving instructions to the Trustee (as defined herein) to convene meeting(s) of the RULS
holders and voting at any meetings of the RULS holders convened under the Trust Deed
dated 30 November 2012 between TMF Trustees Malaysia Berhad (“Trustee”) and KNKH
(“Trust Deed”). Where ECMLFG holds the RULS on behalf of the Entitled Shareholder,
ECMLFG will remit to the Entitled Shareholders the interest and the redemption amount for
the RULS as soon as practicable upon receipt from KNKH. The Entitled Shareholders are required to provide the information on their SSTS
account in the attached form which must be returned to the Share Registrar no later
than 22 March 2013, failing which the Entitled Shareholder would be deemed to have
appointed and authorised ECMLFG to hold the RULS on their behalf and to exercise all
their rights in respect of the RULS under the Trust Deed.
The relevant information on opening of the SSTS account is detailed in Appendix 1 of this
NOTICES OF DISTRIBUTION AND ALLOTMENT
On the Payment Date, the Company will:
distribute the cash, KNKH Shares and allot the Consolidated Shares;
despatch the notice of distribution of the cash, KNKH Shares and RULS; and
(iii) despatch the notice of allotment of the Consolidated Shares,
The RULS will be distributed to Entitled Shareholders within fifteen (15) Market Days from the Payment Date so as to accommodate the notice period for Entitled Shareholders to notify the Share Registrar of their SSTS account details, where applicable.
DIRECTORS’ RESPONSIBILITY STATEMENT
This Notice has been seen and approved by the Board who collectively and individually
accept full responsibility for the accuracy of the information given herein 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.
FURTHER INFORMATION AND ENQUIRIES
You may contact our Share Registrar as follows should you have any enquiries concerning
Tricor Investor Services Sdn Bhd Level 17, The Gardens, North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03-2264 3883 Fax : 03-2282 1886 Email: [email protected]
for and on behalf of the Board of
ECM LIBRA FINANCIAL GROUP BERHAD
Dato’ Seri Kalimullah bin Masheerul Hassan
Opening a Scripless Securities Trading System
In line with market conventions whereby all fixed income securities are scripless, the RULS issued by KNKH to ECMLFG is a scripless corporate debt security. Therefore, a SSTS account is required by an ECMLFG shareholder to receive the RULS.
The SSTS functions to effect and record the trading of scripless securities between participating members of the SSTS, or between these member institutions and Bank Negara Malaysia, as well as the associated settlement of payments.
A SSTS account can be opened with an Authorised Depository Institution (“ADI”). Generally, all commercial and investment banks in Malaysia are ADIs. The SSTS account in any ADI is linked to the RENTAS funds transfer system. There is no risk of non-payment or failure of delivery as securities in the SSTS account can only be moved or payment can only be made if and only if there is a matching transaction from another institution. The ADI functions to maintain the securities accounts of individual customers, withhold tax where applicable for beneficial holders, pay interest or dividends or redemption proceeds they receive to the beneficial owners, and provide evidence of ownership to prove entitlement to voting rights.
An individual who wishes to open a SSTS account to trade in government bonds and corporate debt securities is required to have total net personal assets in excess of RM3 million or its equivalent in foreign currencies.
A corporation which wishes to open a SSTS account is required to have total net assets in excess of RM10 million.
The ADI would normally charge an average of RM100 to open a SSTS account. Additionally, there will be a monthly custodian fee chargeable based on the value of the debt securities in the SSTS account.
A letter of instruction from the SSTS account holder is required to be issued to your ADI to receive the RULS into your account. You should contact your ADI for the format of the said letter of instruction.
ECM LIBRA FINANCIAL GROUP BERHAD
Distribution-in-Specie of RM47,750,000 Nominal Value of Redeemable
Non-Convertible Unsecured Loan Stocks (Series A) (“RULS”)
issued by K & N Kenanga Holdings Berhad
Share Registrar Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra
Dear Sir/Madam INFORMATION ON SSTS ACCOUNT I refer to the Notice from ECM Libra Financial Group Berhad dated 20 February 2013 on, inter alia, the distribution-in-specie of the RULS. I append below the duly completed information for your further action.
PLEASE FILL IN THE RELEVANT SECTION BELOW.
By providing the information below, I hereby authorise ECM Libra Financial Group Berhad to transfer my entitlement to the RULS to my account. I hereby acknowledge that in order for me to receive the RULS, I must also give an instruction letter to my ADI to receive the RULS into my SSTS account and it is my responsibility to ensure that my instruction letter is received by my ADI before 29 March 2013.
I do not wish to open a SSTS account and hereby appoint and authorise ECM Libra Financial Group Berhad to hold the RULS on my behalf and exercise all my rights in respect of the RULS.
…………………………………… Signature of Shareholder
Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur
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