General Announcement

22/06/2004

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 (ESOS) FOR ELIGIBLE EMPLOYEES AND DIRECTORS OF KNM AND ITS SUBSIDIARIES (KNM GROUP) (PROPOSED ESOS);

· 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); AND

· PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION TO ENABLE THE NON-EXECUTIVE DIRECTORS TO PARTICIPATE IN THE PROPOSED ESOS

      (COLLECTIVELY REFERRED TO AS THE PROPOSALS)

We refer to the announcements dated 27 February 2004, 25 March 2004 and 25 May 2004 in relation to the Proposals. On behalf of the Board of Directors of KNM (Board), Commerce International Merchant Bankers Berhad (CIMB) wishes to announce that the Securities Commission (SC), has via its letter dated 15 June 2004, which was received on 17 June 2004, approved the following:

(i) the Proposed Placement;

(ii) the Proposed Share Split; and

(iii) the listing of and quotation for up to 5,060,000 Placement Shares (subject to the adjustment in the event the Proposed Placement is implemented after the Proposed Bonus Issue and Proposed Share Split, where the number of new Placement Shares issued in KNM will be adjusted up to 15,180,000 Subdivided KNM Shares) and up to 166,980,000 Subdivided KNM Shares to be issued pursuant to the Proposed Share Split on the Second Board of Bursa Malaysia Securities Berhad (Bursa Malaysia).

The approval of the SC is subject to the following conditions:

(i) CIMB/KNM should inform SC upon completion of the Proposed Placement;

(ii) KNM should obtain the Ministry of International Trade and Industry (MITI)s clearance with respect to the equity condition imposed on KNM Process Systems Sdn Bhd and KNM OGPET (East Coast) Sdn Bhd, and should inform SC on the status;

(iii) KNM should provide a detailed breakdown of the proceeds proposed to be utilised for working capital in the announcement to the shareholders. KNM should also disclose the status of the utilisation of proceeds from the Proposed Placement in its quarterly and annual reports until the proceeds have been fully utilised; and

(iv) CIMB/KNM should fully comply with the relevant requirements of the Policies and Guidelines on Issue/Offer of Securities relating to the implementation of the Proposed Placement and Proposed Share Split.

The approval of MITI for the Proposals was obtained on 24 May 2004.

Bursa Malaysia, has via its letter dated 14 June 2004 approved in principle the following:

(i) the listing of and quotation for:
      (a) up to 27,830,000 Bonus Shares in the event the Proposed Bonus Issue is implemented before the Proposed Share Split; or

      (b) up to 55,660,000 Subdivided KNM Shares in the event the Proposed Bonus Issue is implemented after the Proposed Share Split;

(ii) the Proposed Share Split; and

(iii) the listing of and quotation for such number of new shares that may be issued pursuant to the exercise of options granted under the Proposed ESOS, not exceeding 15% of the issued and paid-up share capital of KNM at any one time.

The Proposals are still subject to approvals being obtained from the following:

(i) Shareholders of KNM for the Proposals;

(ii) Bursa Malaysia for the approval in principal for the listing of and quotation for up to 5,060,000 Placement Shares (subject to the adjustment in the event the Proposed Placement is implemented after the Proposed Bonus Issue and Proposed Share Split, where the number of new Placement Shares issued in KNM will be adjusted up to 15,180,000 Subdivided KNM Shares) on the Second Board of Bursa Malaysia; and

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

This announcement is dated 22 June 2004.


Announcement Info

Company NameKNM GROUP BERHAD  
Stock Name KNM
Date Announced22 Jun 2004  
CategoryGeneral Announcement
Reference NoMM-040621-56500

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