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OTHERS PROPOSED ISSUE AND ALLOTMENT OF 240,000,000 NEW ORDINARY SHARES (ISSUE SHARE(S)) IN LUMUT NAVAL SHIPYARD SDN BHD (FORMERLY KNOWN AS BOUSTEAD NAVAL SHIPYARD SDN BHD) (AN ASSOCIATE COMPANY OF BHIC) (LNS), AT AN ISSUE PRICE OF RM1.00 PER SHARE FOR A CASH CONSIDERATION OF RM240,000,000.00, TO THE EXISTING SHAREHOLDERS OF LNS, BEING OCEAN SUNSHINE BERHAD ("OSB) AND PERSTIM INDUSTRIES SDN BHD (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF THE COMPANY) ("PISB) (PROPOSED ISSUE)

BOUSTEAD HEAVY INDUSTRIES CORPORATION BHD

Type Announcement
Subject OTHERS
Description
PROPOSED ISSUE AND ALLOTMENT OF 240,000,000 NEW ORDINARY SHARES (ISSUE SHARE(S)) IN LUMUT NAVAL SHIPYARD SDN BHD (FORMERLY KNOWN AS BOUSTEAD NAVAL SHIPYARD SDN BHD) (AN ASSOCIATE COMPANY OF BHIC) (LNS), AT AN ISSUE PRICE OF RM1.00 PER SHARE FOR A CASH CONSIDERATION OF RM240,000,000.00, TO THE EXISTING SHAREHOLDERS OF LNS, BEING OCEAN SUNSHINE BERHAD ("OSB) AND PERSTIM INDUSTRIES SDN BHD (AN INDIRECT WHOLLY OWNED SUBSIDIARY OF THE COMPANY) ("PISB) (PROPOSED ISSUE)

1. INTRODUCTION

 

The Board of directors of BHIC ("Board") is pleased to announce that LNS is, at the initiation of OSB, proposes to undertake an issue and allotment of the Issue Shares to OSB and PISB, at an issue price of RM1.00 per Issue Share for a cash consideration of RM240,000,000.00 (“Proposed Issue”).

 

Further details on the Proposed Issue are set out in the ensuing sections.

 

2. CURRENT SHARE CAPITAL AND SHAREHOLDING OF LNS

 

As at the date, the total issued and paid-up share capital of LNS as well as the shareholding details are set out as below:-

 

Shareholder

Ordinary Shares

Percentage (%)

OSB

103,000,001

79.23

PISB

27,000,001

20.77

Minister of Finance (Incorporated)

1 (Special Share)

   -

Total

130,000,003

100%

 

LNS does not have any treasury shares and other convertible securities.

 

3. DETAILS OF THE PROPOSED ISSUE

 

The Proposed Issue will entail the issuance of 240,000,000 Issue Shares, representing 185% of the existing total number of issued and paid-up share capital of LNS, to be allotted to OSB and PISB at an issue price of RM1.00 per share for a cash consideration of RM240,000,000.00 in accordance with the following proportion: -

 

Allottee(s) / Subscriber(s)

Consideration (RM)

Proposed Number of Issue Shares to be issued and allotted

OSB

190,153,845

190,153,845

PISB

      - (1)

49, 846,155

Total

190,153,845

240,000,000

 

Note (1):    No consideration will be payable by PISB as the 49,846,155 new Issue Shares will be transferred to OSB from PISB on issuance.

 

4. RANKING OF THE ISSUE SHARES

 

The Issue Shares will, upon allotment and issuance, rank pari passu in all respects with the then existing ordinary shares of LNS.

 

5. RATIONALE AND JUSTIFICATION

 

The Proposed Issue is undertaken by LNS with the intention to capitalise the shareholders’ advance by OSB for the purpose of the working capital of LNS.

 

6. EFFECTS OF THE PROPOSED ISSUE

 

6.1 Issued share capital

 

The Proposed Issue will not have any effect on the issued share capital of the Company as the Proposed Issue does not involve any issue or allotment of new shares in the Company.

 

6.2 Nett Asset ("NA") per Share and gearing

 

The Proposed Issue will not have any effect on the NA per Share and gearing of the Company as the Proposed Issue does not involve any issue or allotment of new shares in the Company.

          

6.3 Substantial shareholders’ shareholdings

 

The Proposed Issue will not have any effect on the substantial shareholders’ shareholdings of the Company as the Proposed Issue does not involve any issue or allotment of new shares in the Company.

 

6.4 Earnings and earnings per share (“EPS”)

 

The Proposed Issue is not expected to have a material effect on the earnings of the Company for the financial year ending 31 December 2023.

 

7. APPROVALS REQUIRED

 

The Proposed Issue is not conditional upon any other proposals undertaken or to be undertaken by the Company.

 

8. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF EXECUTIVE AND/OR PERSONS  CONNECTED TO THEM

 

Save for Tan Sri Dato’ Wira Aziah Ali who is a Director of the Company and LNS, none of the Directors, major shareholders of the Company, chief executive and/ or persons connected to them have any interest, either direct or indirect, in the Proposed Issue.

 

This announcement is dated 26 January 2024.




Please refer attachment below.



Announcement Info

Company Name BOUSTEAD HEAVY INDUSTRIES CORPORATION BHD
Stock Name BHIC
Date Announced 26 Jan 2024
Category General Announcement for PLC
Reference Number GA1-26012024-00012



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