Corporate Proposals
As announced on 8 October 2001
Proposed adjustments
Proposed TV3 Scheme of Arrangement *
Debt waiver of 30% on total debts outstanding, amounting to RM214.4 million.
Debt waiver of 30% on total debts outstanding, amounting to RM191.7 million.
30% of outstanding debts after debt waiver or RM150.0 million cash.
30% of outstanding debts after debt waiver or RM134.2 million cash.
20% of outstanding debts after debt waiver or RM100.0 million nominal amount of Redeemable Unsecured Loan Stock ("RULS")
20% of outstanding debts after debt waiver or RM89.4 million nominal amount of RULS
50% of outstanding debts after debt waiver or 250,000,000 ordinary shares at RM1.00 each.
50% of outstanding debts after debt waiver or 223,611,424 ordinary shares at RM1.00 each.
Proposed Acquisition of TV3 *
Purchase consideration of RM318.1 million, representing the entire issued and paid-up share capital of TV3. 289,206,550 Newco ordinary shares at the issue price of RM1.10 each to be issued as consideration.
Purchase consideration of RM291.7 million, representing the entire issued and paid-up share capital of TV3. 265,216,935 Newco ordinary shares at the issue price of RM1.10 each to be issued as consideration.
Proposed Acquisition of Newco *
Purchase consideration of RM284.3 million, representing all ordinary shares of Newco at RM1.10 each not already owned by MRCB. Issuance of 196,068,279 MRCB ordinary shares at the issue price of RM1.45 each as consideration.
Purchase consideration of RM257.9 million, representing all ordinary shares of Newco at RM1.10 each not already owned by MRCB. Issuance of 177,869,261 MRCB ordinary shares at the issue price of RM1.45 each as consideration.
Proposed Transfer of NSTP *
Transfer of 94,035,540 NSTP shares of RM1.00 each for a purchase consideration of approximately RM3.60 per share. Total consideration of RM338.2 million to be satisfied via issuance of 141,300,000 Newco ordinary shares at the issue price of RM1.10 each and issuance of RM182.7 million nominal amount of Newco ICULS.
Transfer of 94,035,540 NSTP shares of RM1.00 each for a purchase consideration of RM3.80 per share. Total consideration of RM357.3 million to be satisfied via issuance of 161,213,684 Newco ordinary shares at the issue price of RM1.10 each and issuance of RM180.0 million nominal amount of Newco ICULS.
Proposed MRCB Debt Settlement *
Acquisition of 182.7 million Newco ICULS from MRCB by a special purpose vehicle in consideration for the issuance of approximately RM216 million amount of Redeemable Secured Loan Stocks ("RSLS")
Acquisition of 180.0 million Newco ICULS from MRCB by Digiwill Sdn Bhd ("SPC"). Consideration for the acquisition will be set-off against the issuance of up to RM220 million amount of private debt securities comprising RM171 million RSLS and RM49 million Al-Bai' Bithaman Ajil Bonds ("SPC-PDS"). Any difference in the consideration for the acquisition of the Newco ICULS will remain as an inter-company debt.
Proposed Restricted Offer for Sale ("ROS") of ICULS to Newco Shareholders *
Basis of RM1.00 nominal amount of ICULS for every five(5) Newco ordinary shares held after the Proposed Demerger. Proposed ROS of RM99.6 million nominal amount of ICULS to Newco shareholders, including Realmild (M) Sdn Bhd ("Realmild").
Basis of RM1.00 nominal amount of ICULS for every three(3) Newco ordinary shares held after the Proposed Demerger. The Proposed ROS of RM127.9 nominal amount of ICULS only to Newco shareholders excluding Realmild and TV3 Minority.
(Note 1)
Proposed Demerger *
MRCB will demerge Newco from MRCB Group by undertaking a capital repayment exercise to be fully satisfied by way of a distribution in specie of its equity interest in Newco comprising 508.1 million ordinary shares of RM1.00 each to its shareholders.
MRCB will demerge Newco from MRCB Group by undertaking a capital repayment exercise to be fully satisfied by way of a distribution in specie of up to all its equity interest in Newco comprising 504.0 million ordinary shares of RM1.00 each to its shareholders.
* Definition as per the announcement dated 8 October 2001.
Notes :
(1) Realmild is not participating in the Proposed ROS in view of the restrictions of Section 132G of the Companies Act, 1965.
Table 2
The effects of the Corporate Proposals on the share capital of MRCB are as follows:
|
|
No. of Ordinary Shares |
|
Existing Share Capital as at 31.8.2001 |
976,549,499 |
|
Proposed Acquisition of Newco |
177,869,261 |
|
|
1,154,418,760 |
|
Proposed Demerger |
384,806,253 |
|
|
769,612,507 |
The effects of the Corporate Proposals on the share capital of Newco are as follows:
|
|
No. of Ordinary Shares |
|
Existing Share Capital |
300,000 |
|
Proposed Acquisition of TV3 |
265,216,935 |
|
Proposed Acquisition of NSTP |
161,213,684 |
|
Proposed Restricted Issue |
77,300,000 |
|
|
504,030,619 |
|
Full Exercise of Warrants |
115,000,000 |
|
Full Conversion of ICULS |
120,000,000 |
|
|
739,030,619 |
The effects of the Corporate Proposals on the share capital of TV3 are as follows:
|
|
No. of Ordinary Shares |
|
Existing Share Capital as at 31.8.2001 |
170,318,012 |
|
Proposed Capital Reconstruction |
(102,190,807) |
|
|
68,127,205 |
|
Proposed Debt Settlement |
223,611,424 |
|
|
291,738,629 |
Table 3
The effects of the Corporate Proposals on the shareholding structure of MRCB is as follows:
|
|
As at 31 October 2001 % |
Upon completion of Corporate Proposals % |
|
Realmild |
25.07 |
21.21 |
|
EPF |
11.84 |
10.57 |
|
MRCB Minority |
63.19 |
53.39 |
|
TV3 Scheme Creditors |
- |
13.35 |
|
TV3 Minority |
- |
1.48 |
|
|
100.00 |
100.00 |
The effects of the Corporate Proposals on the shareholding structure of Newco is as follows:-
|
|
Initial % |
Upon completion of Corporate Proposals* % |
Upon full exercise of Warrants and full conversion of ICULS^ % |
|
MRCB |
100.00 |
0.75 |
0.51 |
|
Realmild |
- |
21.05 |
14.36 |
|
EPF |
- |
10.49 |
7.16 |
|
MRCB Minority |
- |
52.98 |
36.14 |
|
TV3 Scheme Creditors |
- |
13.26 |
9.03 |
|
TV3 Minority |
- |
1.47 |
1.00 |
|
ICULS Holders |
- |
- |
16.24 |
|
Warrant Holders |
- |
- |
15.56 |
|
|
100.00 |
100.00 |
100.00 |
* Before exercise of Warrants and conversion of Newco ICULS
^ Assuming no ROS
The effects of the Corporate Proposals on the shareholding structure of TV3 is as follows:
|
|
As at 31 October 2001 % |
Upon completion of Corporate Proposals % |
|
Newco |
- |
100.00 |
|
MRCB |
49.65 |
- |
|
EPF |
14.05 |
- |
|
Telekom |
5.87 |
- |
|
TV3 Minority |
30.43 |
- |
|
|
100.00 |
100.00 |
Table 4
The effects of the Corporate Proposals on the NTA of MRCB is as follows:
|
|
As at 31 August 2001 (audited) RM'000 |
After Proposed Disposals of RHB, Sepang &CAHB RM'000 |
After Proposed Acquisition of Newco RM'000 |
After Proposed Demerger RM'000 |
|
Share Capital |
976,550 |
976,549 |
1,154,419 |
769,613 |
|
Share Premium |
1,008,463 |
1,008,463 |
1,088,504 |
- |
|
Other Reserves |
86,973 |
790 |
790 |
790 |
|
Accumulated Loss |
(1,598,872) |
(1,068,238) |
(1,073,238) |
(326,736) |
|
Shareholders' Funds |
473,114 |
917,565 |
1,170,475 |
443,667 |
|
Less: |
|
|
|
|
|
Goodwill on consolidation |
(8,944) |
(8,944) |
(191,598) |
(8,944) |
|
Intangible Assets |
(8,549) |
- |
(40,904) |
- |
|
Premium on Acquisition of Associates |
(133,179) |
(80,956) |
(80,956) |
4,175 |
|
Share of intangibles in Associates |
(271,975) |
(1,975) |
(1,975) |
- |
|
NTA |
50,467 |
825,690 |
855,042 |
438,898 |
|
NTA per share (RM) |
0.05 |
0.85 |
0.74 |
0.57 |
The effects of the Corporate Proposals on the NTA of Newco is as follows:-
|
TV3 |
Existing RM'000 |
After Proposed Acquisition of TV3 RM'000 |
After Proposed Transfer of NSTP RM'000 |
After Proposed Transfer of IT Companies RM'000 |
After Proposed Restricted Issue RM'000 |
After Proposed Bonds with Warrants Issue RM'000 |
After Full Conversion of ICULS RM'000 |
After Full Exercise of Warrants RM'000 |
|
Share Capital |
300 |
265,517 |
426,731 |
426,731 |
504,031 |
504,031 |
624,031 |
739,031 |
|
Share Premium |
|
|
16,121 |
16,121 |
23,851 |
23,851 |
83,851 |
106,851 |
|
Merger Relief |
- |
26,521 |
26,521 |
26,521 |
26,521 |
26,521 |
26,521 |
26,521 |
|
Warrants |
- |
- |
- |
- |
- |
11,500 |
11,500 |
- |
|
P&L Reserves |
|
|
|
|
(5,000) |
(5,000) |
(5,000) |
(5,000) |
|
Shareholders' Funds |
300 |
292,038 |
469,373 |
469,373 |
549,403 |
560,903 |
740,903 |
867,403 |
|
Less: |
|
|
|
|
|
|
|
|
|
Goodwill on consolidation |
- |
(216,482) |
(216,482) |
(218,618) |
(218,618) |
(218,618) |
(218,618) |
(218,618) |
|
Premium on associates |
- |
- |
100,959 |
100,959 |
100,959 |
100,959 |
100,959 |
100,959 |
|
Intangible Assets |
- |
(40,904) |
(41,647) |
(41,647) |
(41,647) |
(41,647) |
(41,647) |
(41,647) |
|
NTA attributable to ordinary shares |
300 |
34,652 |
312,203 |
310,067 |
390,097 |
401,597 |
581,597 |
708,097 |
|
NTA per ordinary share (RM) |
1.00 |
0.13 |
0.73 |
0.73 |
0.77 |
0.80 |
0.93 |
0.96 |
The effects of the Corporate Proposals on the NTA of TV3 is as follows:
|
|
|
|
|
After Proposed TV3 Scheme of Arrangement |
||
|
|
As at 31.8.2001 (Audited) RM'000 |
After Proposed TV3 Capital Reconstruction RM'000 |
After Proposed Debt Waiver RM'000 |
Proposed Cash Settlement RM'000 |
Proposed RULS Issue RM'000 |
Proposed Debt-Equity Swap RM'000 |
|
|
|
|
|
|
|
|
|
Share Capital |
170,318 |
68,127 |
68,127 |
68,127 |
68,127 |
291,739 |
|
Share Premium |
2,264 |
- |
- |
- |
- |
- |
|
Other Reserves |
1,396 |
1,396 |
1,396 |
1,396 |
1,396 |
1,396 |
|
P&L Reserves |
(514,000) |
(409,545) |
(217,878) |
(217,878) |
(217,878) |
(217,878) |
|
Shareholders' Funds |
(340,022) |
(340,022) |
(148,355) |
(148,355) |
(148,355) |
75,257 |
|
Less: |
|
|
|
|
|
|
|
Intangible assets |
(40,904) |
(40,904) |
(40,904) |
(40,904) |
(40,904) |
(40,904) |
|
NTA |
(380,926) |
(380,926) |
(189,259) |
(189,259) |
(189,259) |
34,353 |
|
NTA per share (RM) |
(2.24) |
(5.59) |
(2.78) |
(2.78) |
(2.78) |
0.12 |