Contents :
"Quote
Approvals
On behalf of YTL Corporation Berhad ("YTL"), we, Aseambankers Malaysia Berhad ("Aseambankers"), is pleased to announced that the Securities Commission vide its letter dated 16 June 1999, has approved the Proposals subject to the conditions which include, inter alia, the following:-
i) The proceeds arising from the Proposed Issue of Bonds with New Warrants and the Proposed MTNP are to be utilised as set out in Table 1 in the Tables Section below;
ii) The exercise price of the New Warrants to be fixed at a discount of not more than 30% from the weighted average market price of YTL shares for the five (5) consecutive market days preceding the price fixing date, which is a date between the date of SC's approval and the book closure date. The exercise price of the New Warrants is subject to a step-up pricing mechanism. Aseambankers is required to notify the SC on the price fixing date and the relevant exercise price of the New Warrants; and
iii) YTL is required to report the number of New Warrants exercised into new ordinary shares of YTL and the utilisation of the proceeds at the end of every financial year until the expiry of the exercise period of the New Warrants. The proceeds from the exercise of the New Warrants should be utilised for productive purposes.
Bank Negara Malaysia's has also approved the Proposed Issue of Bonds with New Warrants and the Proposed MTNP vide its letters dated 11 May 1999, 25 May 1999 and 7 June 1999.
Fixing of Exercise Price of New Warrants
The Board of Directors of YTL is also pleased to announce that the exercise price for the New Warrants has been fixed at RM5.45 per new ordinary share ("Exercise Price"). The exercise price of RM5.45 per new ordinary share represents a discount of approximately 30% from the weighted average market price of YTL shares for the five (5) consecutive market days preceding the price fixing date on 22 June 1999.
In addition to the above, the Board of Directors of YTL announces that the Exercise Price of the New Warrants will be increased annually as set out below at every anniversary of the issue date of the New Warrants commencing the fifth anniversary but excluding the tenth anniversary as shown in Table 2 of the Tables Section provided that the New Warrants are "in-the-money".
For the purposes hereof "in-the-money" means, the then exercise price should be lower than the five (5) days weighted average of the YTL shares immediately prior to the relevant anniversary date.
For avoidance of doubt, should there be no adjustments on the exercise price on any of the relevant anniversary date on the basis that the New Warrants are not "in-the-money" as explained above, the adjustments to the exercise price under the step-up pricing mechanism for the subsequent years would not be cumulative and shall be adjusted at 5% per annum.
Unquote"
Yours faithfully,
for and on behalf of,
ASEAMBANKERS MALAYSIA BERHAD,
NG CHEE KIET
Manager
Corporate Finance | WONG YOKE NYEN
General Manager
Corporate Finance |
22 June 1999
KUALA LUMPUR
cc: SECURITIES COMMISSION
Attn: Siow Kim Lun
YTL CORPORATION BERHAD
Attn: Board of Directors
Table 1
| Proposed Utilisation | Proposed Issue Bonds with New Warrants
RM million | Proposed MTNP
RM million |
| Equity requirement by YTL for the Express Rail Link project | 190 | - |
| Working capital for the construction works for the Express Rail Link project | 100 | - |
| Proposed subscription of 100,000,000 new ordinary shares in Taiping Consolidated Berhad | 100 | - |
| Part-finance the costs of construction and development of property projects of YTL Group namely:- |  | |
| Taman Cahaya Masai, Plentong, Johor | 30 | 42 |
| Taman Puncak Kinrara, Puchong, Selangor | 10 | 8 |
| Taman Pakatan Jaya, Tambun, Perak | 5 | 50 |
| Part finance of development cost of housing projects priced below RM250,000 per unit | 50 | 100 |
| Working capital for the Sentul Raya Project and future projects to be undertaken by the construction contracting division and manufacturing of cement and cement related division | - | 50 |
| Upgrading and/or refurbishment of Lot 10 and Star Hill shopping complexes | 10 | - |
| Estimated expenses from the Proposals | 5 | - |
| Total | 500 | 250 |
Table 2
| Anniversary of the Issue Date | (A)
Premium Adjustment to the Exercise Price (%)* |
| First to Fourth | - |
| Fifth | 5.00 |
| Sixth | 5.00 |
| Seventh | 5.00 |
| Eighth | 5.00 |
| Ninth | 5.00 |
| Tenth | - |
* where,
| Adjusted Exercise Price = | Prior Years Exercise Price | X ( 1 + A ) |