Jaya Tiasa Holdings Berhad ("JTH" Or the "company") Proposed Purchase By The Company Of Its Own Shares
General Announcement
Reference No JT-000829-73D3D |
| Company Name |
: |
JAYA TIASA HOLDINGS BHD |
| Stock Name |
: |
JTIASA |
| Date Announced |
: |
29/08/2000 |
|
 |
|
| Type |
: |
Announcement |
| Subject |
: |
JAYA TIASA HOLDINGS BERHAD ("JTH" or the "Company")
PROPOSED PURCHASE BY THE COMPANY OF ITS OWN SHARES |
Contents :
1. INTRODUCTION
The Board of Directors of Jaya Tiasa Holdings Berhad ("JTH" or the "Company") is pleased to announce that JTH would like to seek renewal of authority from the shareholders of the Company for JTH to purchase and/or hold up to a maximum of 28,252,000 ordinary shares of RM1.00 each representing approximately 10% of the issued and paid-up share capital of the Company as at 15 August 2000 of 282,528,499 ordinary shares of RM1.00 each on the Kuala Lumpur Stock Exchange ("KLSE") through its appointed stockbrokers previously approved by the KLSE. (the "Proposed Shares Buy Back").
2. DETAILS OF THE PROPOSED SHARES BUY BACK
At the last Annual General Meeting ("AGM") of the Company held on 29 September 1999, the Board has obtained shareholders' approval for the Company to purchaseup to a maximum of 28,252,000 ordinary shares of RM1.00 each representing approximately 10% of the issued and paid-up share capital of the Company of 282,528,499 ordinary shares of RM1.00 each. The authority conferred by the shareholders at the said AGM will expire at the conclusion of the forthcoming AGM.
The Board seeks the renewal of authority from the shareholders of the Company at the forthcoming AGM for the Proposed Shares Buy Back. The Board proposes to allocate an amount of up to the retained profits and/or share premium reserves of the Company for the Proposed Shares Buy Back. The audited retained profits and the audited share premium reserves of the Company as at 30 April 2000 were RM71,405,000 and RM322,726,000.
The Proposed Shares Buy Back will be financed through internally generated funds and/or external borrowings.
The authority from the shareholders for the Proposed Shares Buy Back would be effective immediately upon the passing of the ordinary resolution for the Proposed Shares Buy-Back by the shareholders of JTH at the forthcoming AGM until the conclusion of the next AGM unless earlier revoked or varied by ordinary resolution of shareholders of JTH in a general meeting.
The Board intends to retain the purchased shares as treasury shares or cancel the shares purchased or a combination of both. The purchased shares retained as treasury shares may either be distributed as share dividends to the shareholders and/or resold on the KLSE.
JTH may only purchase the shares at a price which is not more than 15% above the weighted average market price for the past five (5) market days immediately preceding the date of the purchase(s). In the case of resale of treasury shares, the Company may only resell the treasury shares on the KLSE at a price which is not less than the weighted average market price of JTH shares for the past five (5) market days immediately preceding the date of resale(s).
3. RATIONALE FOR THE PROPOSED SHARES BUY BACK
The Proposed Shares Buy Back will enable JTH Group to utilise its surplus financial resources not immediately required for use to purchase the shares of the Company. The Proposal is expected to stabilise the supply and demand as well as the prices of the JTH shares. The increase in EPS, if any, arising from the Proposed Shares Buy-Back is expected to benefit the shareholders of the Company.
The shares to be purchased can be held as treasury shares and resold on the KLSE at an opportune time for realising a potential gain. Alternatively, the treasury shares can be distributed as share dividends to the shareholders of the Company.
4. FINANCIAL EFFECTS OF THE PROPOSED SHARES BUY BACK
Share Capital
If the Proposed Shares Buy-Back is to be carried out in full and all the shares purchased are cancelled, the issued and paid-up capital of the Company would be as indicated in Table 1 below.
However, there will be no effect on the issued and paid-up share capital of JTH if the shares purchased are retained as treasury shares.
NTA and Working Capital
The Proposed Shares Buy Back will reduce the NTA per share of the JTH Group if the purchase price exceeds the audited NTA per share of the JTH Group at the relevant point in time and will increase the NTA per share of the JTH Group if the purchase price is less than the audited NTA per share of the JTH Group at the relevant point in time. It will reduce the working capital of the Group, the quantum of which will depend on the purchase prices of JTH shares and the number of JTH shares purchased.
Earnings
The effect of the Proposed Shares Buy Back on the EPS of the Group is dependent on the purchase prices of JTH shares and the effective funding cost or loss in interest income to the Company.
5. CONDITION OF THE PROPOSED SHARES BUY BACK
The Proposed Shares Buy Back is subject to the approval of the shareholders of JTH at the forthcoming AGM.
6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
None of the Directors and substantial shareholders of JTH or any persons connected to the Directors and substantial shareholders of JTH has any interest, direct or indirect, in the Proposed Shares Buy Back and if any of the treasury shares are resold, the resale of treasury shares.
7. STATEMENT BY BOARD OF DIRECTORS
Having considered all aspects of the Proposed Shares Buy Back, the Board of Directors of JTH is of the Opinion that the Proposed Shares Buy Back is in the best interests of the Company.
Table 1
|
No. of JTH
ordinary shares
of RM1.00 each
|
Amount
RM
|
Existing issued and paid-up capital
(As at 15 August 2000) |
282,528,499
|
282,528,499
|
| Proposed Shares Buy Back |
28,252,000
-----------------
|
28,252,000
-----------------
|
| Total issued and paid-up capital after the Proposed Shares Buy Back |
254,276,499
==========
|
254,276,499
==========
|
