ZELAN BERHAD (“ZB” or the “Company”)
DISPOSAL OF 1,876,700
ORDINARY SHARES OF RM1.00 EACH IN IJM CORPORATION BERHAD
1.0 INTRODUCTION
The Shareholders of the Company, at the Extraordinary General Meeting held on 30 September 2013, had approved the proposed disposal of 56,671,000 ordinary shares in IJM Corporation Berhad ("IJM"). Pursuant to Paragraph 10.06(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ("MMLR"), ZB wishes to announce that it had, on 5 February, 6 February and 7 February 2014 further disposed of 1,876,700 ordinary shares of RM1.00 each in IJM in the open market (the "Sale Shares") at an average disposal price of RM5.758 per share for a total net consideration of RM10,785,090.82 (the "Disposal").
2.0 DETAILS OF THE DISPOSAL
2.1 Information on IJM
IJM, a public listed
company listed on the Main Board of Bursa Malaysia is principally involved in
the construction, property development, manufacturing and quarrying,
infrastructure concessions and plantations. IJM has an authorised capital
of RM3,000,000,000.00 and a paid-up capital of RM1,417,660,846.00.
2.2 Information on the Sale Shares
The Sale Shares
comprise 1,876,700 ordinary shares of RM1.00 each representing approximately 0.13238%
of the total issued and paid-up capital of IJM.
2.3 The net cash
consideration of RM10,785,090.82 for the Sale Shares was derived on “willing buyer-willing
seller” basis.
2.4 There are no liabilities to be
assumed by the purchaser arising from the Disposal.
3.0 RATIONALE OF THE DISPOSAL
The rationale of the
disposal is to realise funds from the sales proceeds to pay bank
borrowings.
4.0 ORIGINAL COST OF INVESTMENT AND
UTILISATION OF PROCEEDS
The original cost of
investment of the Sale Shares was approximately RM4.14 per share at Group level
and RM3.50 per share at Company level. As at 31 January 2014,
the book value of the Sale Shares was approximately RM5.91 per share at Group
level.
The sale
proceeds will be utilised to pay bank borrowings.
5.0 COMPLETION DATE
The Disposal was completed on 5 February, 6
February and 7 February 2014 respectively.
6.0 FINANCIAL EFFECTS
The Disposal will not
have any material financial implication and effect to the net assets per share
and has no effect on the share capital and substantial shareholders’
shareholding of the Company. The proceeds will be primarily used to pay bank
borrowings and thus would improve the Company’s gearing position.
The gain on the
Disposal at Group level was approximately RM3.0 million while at the
Company level was approximately RM4.2 million and this would contribute
positively to the Company's earnings per share.
7.0 APPROVALS REQUIRED
The approval to dispose the
Sale Shares was obtained as part of the shareholders' mandate for the disposal up
to 56,671,000 ordinary shares of RM1.00 each in IJM, which was approved on
30 September 2013.
8.0 DIRECTORS’ AND SUBSTANTIAL
SHAREHOLDERS’ INTERESTS
None of the Directors
and/or Substantial Shareholders of the Company or persons connected to them has
any interest, direct or indirect, in the Disposal.
9.0 PERCENTAGE RATIO
The highest percentage ratio applicable to the transaction pursuant to
paragraph 10.02 (g) of the MMLR is 7.6%. On aggregate, the highest
percentage ratio applicable to the transaction pursuant to paragraph 10.02 (g)
of the MMLR is 254.3%.
The summary of the disposals of IJM shares, was as
follows:
Date of
announcement
|
No. of IJM
shares
|
Remarks
|
25
June 2013
|
2,800,000
|
-
|
25
June 2013
|
800,400
|
-
|
1 July
2013
|
3,692,000
|
-
|
16
July 2013
|
1,336,600
|
-
|
Subtotal
|
8,629,000
|
Disposals
did not require shareholders' approval
|
8 October
2013
|
4,031,000
|
|
10 October
2013
|
3,185,000
|
|
11 October
2013
|
3,680,000
|
|
14 October
2013
|
2,608,000
|
|
18 October
2013
|
4,080,000
|
|
23 October
2013
|
7,987,000
|
|
25 October
2013
|
4,200,000
|
|
30 October
2013
|
7,113,000
|
|
1 November
2013
|
3,946,000
|
|
7 November
2013
|
5,549,000
|
|
12
November 2013
|
5,132,000
|
|
This
announcement
|
1,876,700
|
|
Subtotal
|
53,387,700
|
|
Grand
Total
|
62,016,700
|
|
10.0 STATEMENT BY BOARD OF DIRECTORS
The Board of Directors of ZB, after due
consideration of all aspects of the Disposal, are of the opinion that the
Disposal is in the best interest of ZB.
This announcement is dated 7 February 2014.