Proposed Adoption/Shr Buyback
31 January 2002 - 4:16AM
UK Regulatory
RNS Number:7166Q
Petaling Tin Berhad
30 January 2002
PETALING TIN BERHAD ("PTB")
Proposed Adoption of New Articles of Association of the Company
("Proposed Adoption") and
Proposed Shares Buy-Back by the Company ("Proposed Shares Buy-Back).
1. INTRODUCTION
Petaling Tin Berhad ("PTB" or "the Company") wishes to announce to the Kuala
Lumpur Stock Exchange ("KLSE") that the Company will be seeking shareholders'
approval on the following proposals at an Extraordinary General Meeting ("EGM")
to be convened:-
(i) Proposed adoption of new Articles of Association of the Company
("Proposed Adoption"); and
(ii) Proposed shares buy-back by the Company ("Proposed Shares Buy-Back").
(Collectively referred to as the "Proposals")
A circular to shareholders containing details of the Proposals will be
despatched to the Company's shareholders in due course.
2. DETAILS OF THE PROPOSALS
2.1. Proposed Adoption
The Board proposes that the Company adopts a new set of Articles of Association
which will incorporate and reflect the provisions of the Revamped Listing
Requirements as required by the KLSE, as well as to comply with other relevant
regulatory and statutory requirements.
An approval from the KLSE for an extension of time to amend the Articles of
Association to coincide with PTB'S forthcoming Annual General Meeting was
granted to the Company on 19 October 2001.
2.2. Proposed Shares Buy-Back
Subject to the approval of shareholders, the Proposed Shares Buy-Back will
accord authority to the Company to purchase its own shares up to a maximum of
10% of its issued and paid-up ordinary share capital.
Any transaction carried out under the Proposed Shares Buy-Back may be funded by
the Company via internally generated funds and/or borrowings and the maximum
amount allocated will not exceed the sum of retained profits and share premium
of the Company based on its latest audited financial statements available up to
the date of any transaction pursuant to the Proposed Shares Buy-Back.
The Directors will deal with the purchased ordinary shares in either of the
following manner-
(i) cancel the purchased ordinary shares; or
(ii) retain the purchased ordinary shares in treasury; or
(iii) retain part of the purchased ordinary shares as treasury shares and
cancel the remainder.
The treasury shares may be distributed as dividends to the shareholders or
resold on the KLSE and/or subsequently cancelled.
3. RATIONALE FOR THE PROPOSALS
3.1. Proposed Adoption
The Proposed Adoption is made to adopt a new set of Articles of Association of
the Company in order to incorporate and reflect the provisions of the Revamped
KLSE Listing Requirements and to comply with other relevant regulatory and
statutory requirements.
3.2. Proposed Shares Buy-Back
The rationale for the Proposed Shares Buy-Back are as follows:-
(i) to provide the Company the flexibility to utilise available financial
resources to purchase the ordinary shares in PTB;
(ii) to allow improvements to PTB's earnings per share with the cancellation
of any of the ordinary shares which may be bought back;
(iii) to allow the Company to realise potential gains if the purchased
ordinary shares which are kept as treasury shares are subsequently
resold at prices higher than their purchase prices; and/or
(iv) to allow the distribution of treasury shares as share dividends which
can serve to reward shareholders of the Company.
4. CONDITIONS OF THE PROPOSALS
The Proposals are subject to the approval of the shareholders of the Company at
an EGM to be convened.
5. FINANCIAL EFFECTS OF THE PROPOSED ADOPTION AND PROPOSED SHARES BUY-BACK
5.1 Proposed Adoption
The Proposed Adoption will not have any effect on the share capital, earnings,
net tangibles assets ("NTA"), working capital and cashflow of PTB Group.
5.2 Proposed Shares Buy-Back
5.2.1. Effect on the Share Capital
If the whole amount or such part of PTB'S ordinary shares purchased under
the Proposed Shares Buy-Back are retained as treasury shares, the issued
and paid-up share capital of the Company will not be reduced or reduced by
such corresponding number of ordinary shares cancelled only.
5.2.2. Effect on the Earnings
The effect of transactions carried out pursuant to the Proposed Shares
Buy-Back on the earnings of PTB Group will depend on the number of ordinary
shares bought back and/or cancelled, the purchase prices of these shares,
effective funding cost to PTB thereon, the actual gain or loss arising from
the selling of the treasury shares and the number of the treasury shares
resold.
5.2.3. Effect on the NTA
The effect of transactions carried out pursuant to the Proposed Shares
Buy-Back on the NTA of PTB Group will depend on the number of ordinary
shares which are bought back and cancelled, the purchase prices of these
shares, the actual gain or loss arising from the selling of the treasury
shares and the number of the treasury shares resold.
5.2.4. Effect on the Working Capital and Cashflow
Transactions carried out pursuant to the Proposed Shares Buy-Back may
reduce the working capital of PTB Group, the amount of which will depend on
the purchase prices of these ordinary shares and the actual number of
shares bought back. Similarly, the impact on the cashflow of the Company
will also be dependent on the number of shares purchased and the purchase
prices of these shares.
6. Directors' and Substantial Shareholders' Interests
Save for the inadvertent increase in percentage shareholdings and/or voting
rights of shareholders of the Company which may arise as a result of
transactions pursuant to the Proposed Shares Buy-Back, none of the
Directors, substantial shareholders nor any persons connected with
Directors and substantial shareholders of the Company has any interest,
direct or indirect, in the Proposed Adoption and/or Proposed Shares
Buy-Back.
7. Directors' Recommendation
The Board of Directors is of the opinion that the Proposed Adoption and/or
Proposed Shares Buy-Back are in the best interests of the Company.
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