Kuala Lumpur, 30 September 2005
YTL CEMENT BERHAD
RENOUNCEABLE RIGHTS ISSUE OF UP TO RM490,293,922 NOMINAL VALUE OF 10-YEAR 4% STEPPING UP TO 6% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS ("ICULS") AT 100% OF THE NOMINAL VALUE ON THE BASIS OF RM1.00 NOMINAL VALUE OF ICULS FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF RM0.50 EACH HELD IN YTL CEMENT BERHAD ("SHARES") AT 5.00 P.M. ON 27 SEPTEMBER 2005 ("RIGHTS ISSUE)
Adviser, Managing Underwriter and Underwriter
AmMerchant Bank Berhad
RHB Securities Sdn Bhd
PM Securities Sdn Bhd
Affin Securities Sdn Bhd
Mayban Trustees Berhad
INCORPORATION AND SHARE CAPITAL
YTL Cement was incorporated under the Companies Act, 1965 in Malaysia on 29 January 1977 under the name of Buildcon Sdn Bhd. It was converted into a public company on 4 May 1992 and assumed the name of Buildcon Berhad. The Company was listed on the Second Board of Bursa Malaysia Securities Berhad (Bursa Securities) on 9 June 1993. The Company assumed its present name on 26 February 1997 and transferred its listing status to the Main Board of Bursa Securities on 26 June 1997.
The present authorised share capital of YTL Cement is RM1,000,000,000 divided into 2,000,000,000 Shares of which RM243,476,961 comprising 486,953,922. Shares have been issued and fully paid-up.
The principal activities of YTL Cement are those of an investment holding and management company and hiring of vehicles. The subsidiaries of the Company are principally engaged in the manufacture and supply of ordinary portland cement and slag cement, processing and supply of ready-mixed concrete and related services.
BRIEF DETAILS OF THE RIGHTS ISSUE
In accordance with the terms of the Rights Issue as approved by the Securities Commission on 5 September 2005 and the shareholders of YTL Cement at an Extraordinary General Meeting held on 29 August 2005, the Company will provisionally allot up to RM490,293,922 nominal value of ICULS for subscription by Entitled Shareholders (as defined in the Abridged Prospectus dated 30 September 2005), in the proportion of RM1.00 NOMINAL VALUE OF ICULS FOR EVERY ONE (1) EXISTING ORDINARY SHARE OF RM0.50 HELD IN THE COMPANY.
The ICULS are' constituted by a trust deed dated 8 September 2005: ("Trust Deed") executed by YTL Cement and Mayban Trustees Berhad, being the trustee acting for the benefit of the holders of ICULS.
The ICULS are issued at 100% of its nominal value of RM1.00, being the subscription price for each RM1.00 nominal value of ICULS provisionally allotted to the Entitled Shareholders. The conversion price of the ICULS has been fixed on a step-down basis:- (i) for conversion at any time from the date of issue up to the fourth (4th) anniversary - RM2.72, being approximately 20% premium to the five (5)-day volume weighted average price ("VWAP") of Shares up to the date preceding 21 June 2005, being the date on which the conversion price of the ICULS was fixed ("Price-Fixing Date") of RM2.27; (ii) for conversion at any time after the fourth (4th) anniversary of the date of issue up to the seventh (7th) anniversary - RM2.04, being approximately 10% discount to the 5-day VWAP of Shares up to the date preceding the Price-Fixing Date of RM2.27; (iii) for conversion at any time after the seventh (7th) anniversary of the date of issue up to the maturity date - RM1.82, being approximately 20% discount to the 5-day VWAP of Shares up to the date preceding the Price-Fixing Date of RM2.27.
The ICULS can be converted at any time from the date of issue into new Shares by surrendering for cancellation the ICULS with an aggregate nominal value equivalent to the conversion price. The conversion price is subject to adjustments in accordance with the provisions of the Trust Deed.
The new Shares to be issued upon conversion of the ICULS will upon allotment and issue, rank pari passu in all respects with the then existing issued Shares save that they shall not be entitled for any dividends, rights, allotments and/or other distributions, the entitlement date of which is on or before the date of allotment of the new Shares pursuant to the conversion of the ICULS.
The ICULS bear a coupon rate of 4% per annum based on the nominal value of the ICULS from the date of issue up to the fourth (4th) anniversary and 5% per annum from the date after the fourth (4th) anniversary up to the, seventh (7th) anniversary. Thereafter, the ICULS bear a coupon rate of 6% per annum up to the maturity date. The coupon is payable semi-annually in arrears, the first (1st) payment of which is due and payable on the date falling six (6) months from the date of issue and subsequent payments on every consecutive six (6) months thereafter.
ADVISER, MANAGING UNDERWRITER AND UNDERWRITER
AmMerchant Bank Berhad (23742-V)
(a member of Amlnvestment Group)
22nd Floor, Bangunan AmBank Group, 55, Jalan Raja Chulan
50200 Kuala Lumpur, Malaysia
ABRIDGED PROSPECTUS AND RIGHTS SUBSCRIPTION FORM
The Abridged Prospectus dated 30 September 2005 has been registered with the Securities Commission. A copy of the Abridged Prospectus, together with the Rights Subscription Form ("RSF") has also been lodged with the Registrar of Companies, who takes no responsibility for their contents. The Abridged Prospectus together with the RSF will be despatched to the Entitled Shareholders on 30 September 2005.
Copies of the Abridged Prospectus and RSF can also be obtained at the Registrar's office at 11th Floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur, YTL e-Solutions Berhad's web site at www.ytlcommunity.com or Bursa Securities' website at www.bursamalaysia.com.
Acceptances for the ICULS provisionally allotted and application for excess ICULS and payment are to be made only with the RSF for the Rights Issue referred to in the Abridged Prospectus dated 30 September 2005.
Acceptances for the ICULS provisionally allotted and application for excess ICULS and payment must reach the Registrar's office at 11th floor, Yeoh Tiong Lay Plaza, 55 Jalan Bukit Bintang, 55100 Kuala Lumpur not later than 5.00 p.m. on 28 October 2005. Payment for the acceptances for the ICULS provisionally allotted and for excess ICULS application are to be made in Ringgit Malaysia by Banker's Draft/Cashier's Order/Money Order or Postal Order drawn on a Bank or Post Office in Malaysia and made payable to "YTL CEMENT ICULS ISSUE ACCOUNT" and "YTL CEMENT EXCESS ICULS ACCOUNT", respectively.
IMPORTANT AND RELEVANT DATES
LAST DATE AND TIME FOR:
Entitlement Date : 27 September 2005 at 5.00pm.
Sale of Provisional Allotment : 17 October 2005 at 5.00pm.
Transfer of Provisional Allotment : 20 October 2005 at 4.00pm.
Acceptance and Payment : 28 October 2005 at 5.00pm.*
Excess ICULS Application
and Payment : 28 October 2005 at 5.00pm.*
* or such later date and time as the Directors of YTL Cement, together with the Managing Underwriter may decide and announce not less than two (2) market days before the original closing date.
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