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Bursa Malaysia Announcements Archive
20 August 2007 General Announcement Reference No MI-070820-59490
The Board of Directors of MTD InfraPerdana ("Board") wishes to announce that the Company intends to reduce the share premium account of the Company which credit stood at approximately RM108,780,000 as at 31 March 2007, based on the latest audited financial statements for the financial year ended 31 March 2007 ("Share Premium Account"), pursuant to Sections 60(2) and 64 of the Companies Act, 1965 ("Act"). The credit arising therefrom will be utilized to reduce the accumulated losses of the Company of up to RM92,086,000 ("Accumulated Losses") as at the latest practicable date prior to the application to the High Court of Malaya ("Court") for an order confirming the Proposed Share Premium Reduction, after receipt of the sanction from the Court. 2.1 Based on the latest audited financial statements for the financial year ended 31 March 2007, the Company's accumulated losses amounted to RM51,129,000 and the amount standing to the credit of the share premium account was RM108,780,000. 2.2 For illustrative purposes only, based on the latest audited financial statements of the Company for the financial year ended 31 March 2007, assuming that the entire audited accumulated losses are to be reduced with the credit arising from the Proposed Share Premium Reduction, the Share Premium Account would be reduced by RM51,129,000 from RM108,780,000 to RM57,651,000. Further details of the effects of the Proposed Share Premium Reduction on the audited financial statements of the Company for the financial year ended 31 March 2007 are set out in Table 1. 2.3 The Proposed Share Premium Reduction is permitted under the Articles of Association of the Company. 2.4 The Proposed Share Premium Reduction is conditional upon obtaining the required approvals as set out in Section 5, which includes, amongst others, the sanction of the Court. The Proposed Share Premium Reduction is not conditional upon any other corporate exercise. 2.5 The sanction of the Court involves an application to be made by the Company to the Court for an order confirming the Proposed Share Premium Reduction ("Court Order"). The application to the Court will be made upon obtaining the approval of the shareholders at the forthcoming Extraordinary General Meeting ("EGM"). 2.6 The Proposed Share Premium Reduction will be effective upon the lodgement of a copy of the Court Order with the Companies Commission of Malaysia. The Proposed Share Premium Reduction will allow the Accumulated Losses to be written off as these losses were in relation to previous operations undertaken by the Company prior to the restructuring exercise which was completed on 23 October 2002. 4.1 Share Capital The Proposed Share Premium Reduction will not have any effect on the issued and paid-up share capital of the Company. 4.2 Shareholdings of Major Shareholders The Proposed Share Premium Reduction will not have any effect on the shareholdings of the major shareholders of the Company. 4.3 Net Assets and Gearing The proforma effects of the Proposed Share Premium Reduction on the net assets and gearing of the Company and the Group based on the audited financial statements for the financial year ended 31 March 2007 are set in Table 1. 4.4 Earnings The Proposed Share Premium Reduction will not have any impact on the earnings of the Group. 4.5 Dividends The Proposed Share Premium Reduction is not expected to have any impact on the dividend policy of the Company. The Company declared and paid interim dividend of 2 sen per ordinary share during the financial year ended 31 March 2007. A cash distribution amounting to RM392,463,514.10 was made on 10 August 2007 to the shareholders of the Company involving the cash distribution of 35 sen for every one ordinary share of RM0.60 each which involves the reduction in the par value of the ordinary shares in MTD InfraPerdana from RM0.60 each to RM0.25 each on 1 August 2007 ("Capital Repayment"). The Capital Repayment was funded by borrowing and the resolution was approved by the shareholders in the EGM held on 30 March 2007. The Capital Repayment does not affect the Share Premium Account. The Board had recommended the payment of a final dividend of 2 sen per ordinary share less 26% taxation in respect of the financial year ended 31 March 2007, which is subject to approval of the shareholders at the forthcoming Annual General Meeting of the Company to be held on 27 September 2007. The audited financial statements for the financial year ended 31 March 2007 do not reflect this proposed dividend. The Proposed Share Premium Reduction is conditional upon the following approvals being obtained: Save for the Proposed Share Premium Reduction, there are currently no corporate proposals which have been announced by the Company to Bursa Malaysia Securities Berhad but not yet completed. The Board having considered all aspects of the Proposed Share Premium Reduction is of the opinion that the Proposed Share Premium Reduction is in the best interests of MTD InfraPerdana and recommends that shareholders of the Company vote in favour of the special resolution pertaining to the Proposed Share Premium Reduction to be tabled at the forthcoming EGM. The Proposal is not subject to the approval of the SC and does not fall under the SC Guidelines. Barring unforeseen circumstances and subject to obtaining all the required approvals, the Proposed Share Premium Reduction is expected to be completed by the first quarter of year 2008.  Download document
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