General Announcement

25/03/2004

KNM GROUP BERHAD (KNM OR COMPANY)

KNM GROUP BERHAD

Type

Announcement
SubjectKNM GROUP BERHAD (KNM OR COMPANY)

Contents :

· PROPOSED PRIVATE PLACEMENT OF UP TO 5,060,000 NEW ORDINARY SHARES OF RM1.00 EACH IN KNM (KNM SHARES) (PLACEMENT SHARES), REPRESENTING UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY AT AN ISSUE PRICE OF RM3.50 EACH (PROPOSED PLACEMENT);


· PROPOSED BONUS ISSUE OF UP TO 27,830,000 NEW ORDINARY SHARES OF RM1.00 EACH IN KNM (BONUS SHARES), TO BE CREDITED AS FULLY PAID-UP ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY TWO (2) EXISTING KNM SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (PROPOSED BONUS ISSUE);

· PROPOSED SHARE SPLIT OF EVERY ONE (1) EXISTING KNM SHARE INTO TWO (2) NEW ORDINARY SHARES OF RM0.50 EACH (SUBDIVIDED KNM SHARES) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (PROPOSED SHARE SPLIT);

· PROPOSED EMPLOYEES SHARE OPTION SCHEME FOR ELIGIBLE EMPLOYEES AND DIRECTORS OF KNM AND ITS SUBSIDIARIES (KNM GROUP) (PROPOSED ESOS); AND

· PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF KNM FROM RM50,000,000 COMPRISING 50,000,000 KNM SHARES TO RM200,000,000 COMPRISING 400,000,000 SUBDIVIDED KNM SHARES (PROPOSED CAPITAL INCREASE)

(COLLECTIVELY REFERRED TO AS THE PROPOSALS)


1. INTRODUCTION

      We refer to the announcement dated 27 February 2004 in relation to the Proposals. On behalf of the Board of Directors of KNM (Board), Commerce International Merchant Bankers Berhad (CIMB), is pleased to announce that the Company proposes to amend Article 16 of the Articles of Association of KNM to allow the Company to allot shares to its non-executive Directors in conjunction with the Proposed ESOS (Proposed Articles Amendment).
    2. DETAILS AND RATIONALE OF THE PROPOSED ARTICLES AMENDMENT
        The Proposed Articles Amendment involves the amendment to Article 16 of the Articles of Association of KNM which prohibits the Directors of KNM Group who do no hold office in an executive capacity (Non-executive Directors) from participating in the Proposed ESOS.

        The Proposed Articles Amendment is required to enable the Non-executive Directors to participate in the Proposed ESOS which is consistent with the recent amendments to the provisions of the Listing Requirements of Malaysia Securities Exchange Berhad (MSEB) which allow non-executive directors to participate in employee share option schemes.

        In this regard, in order to implement the Proposed Articles Amendment, the Company will make an application to the Malaysia Securities Exchange Berhad (MSEB) for a waiver from the need to comply with Paragraph 7.04 of the Listing Requirements of MSEB (Proposed Waiver). Paragraph 7.04 of the Listing Requirements of MSEB states that no director shall participate in an issue of shares to employees unless shareholders in a general meeting have approved the specific allotment to be made to such director and unless he holds office in an executive capacity.
    3. EFFECTS OF THE PROPOSED ARTICLES AMENDMENT

        The Proposed Articles Amendment will not have any effect on the issued and paid-up share capital, substantial shareholders shareholdings and dividend policy of KNM, as well as the net tangible assets and earnings of the KNM Group.
      4. CONDITIONS OF THE PROPOSED ARTICLES AMENDMENT
            The Proposed Articles Amendment is subject to approvals being obtained from the following:
              (i) MSEB for the Proposed Waiver;
                (ii) Shareholders of KNM at a general meeting to be convened at a later date; and

                (iii) Any other relevant authorities/parties, where applicable.

                The Proposed Articles Amendment is not inter-conditional with the Proposals.

            5. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTERESTS
                  Save as disclosed below, none of the other Directors and/or substantial shareholders of KNM and persons connected to them have any interests, direct or indirect, in the Proposed Articles Amendment.

                  The Non-executive Directors are deemed interested in the Proposed Articles Amendment. Accordingly, the Non-executive Directors have abstained and will continue to abstain from deliberating and voting at all Board meetings in relation to the Proposed Articles Amendment. The Non-executive Directors will also abstain from voting in respect of their direct and indirect interest in KNM, if any, pertaining to the resolution on the Proposed Articles Amendment at the general meeting to be convened. They will also ensure that persons connected with them, if any, will abstain from voting on the relevant resolution to be tabled at the general meeting.




              6. STATEMENT BY THE DIRECTORS
                    The Board, after careful deliberation, is of the opinion that the Proposed Articles Amendment is in the best interest of the Company.

                    This announcement is dated 25 March 2004.


                Announcement Info

                Company NameKNM GROUP BERHAD  
                Stock Name KNM
                Date Announced25 Mar 2004  
                CategoryGeneral Announcement
                Reference NoMM-040325-62132

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