| PROPOSED BONUS ISSUE OF UP TO 138,600,000 |
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NEXTNATION COMMUNICATION BERHAD (“NEXTNATION” OR “COMPANY”) PROPOSED BONUS ISSUE OF UP TO 138,600,000 NEW ORDINARY SHARES OF RM0.10 EACH IN NEXTNATION (“BONUS SHARES”), TO BE CREDITED AS FULLY PAID-UP, ON THE BASIS OF ONE (1) BONUS SHARE FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH IN NEXTNATION (“NEXTNATION SHARES”) HELD ON AN ENTITLEMENT DATE TO BE DETERMINED AND ANNOUNCED LATER (“PROPOSED BONUS ISSUE”)
1. INTRODUCTION On behalf of the Board of Directors of Nextnation (“Board”), Public Merchant Bank Berhad (“PMBB”) wishes to announce that the Company proposes to implement the Proposed Bonus Issue.
2.1 Number of Bonus Shares The Proposed Bonus Issue entails a bonus issue of up to 138,600,000 Bonus Shares to be credited as fully paid up on the basis of one (1) Bonus Share for every two (2) existing Nextnation Shares held by shareholders whose name appear in the Record of Depositors of the Company on an entitlement date to be determined and announced later. Fractions of new Nextnation Shares, if any, shall be dealt with in such a manner by the Directors of Nextnation in their discretion as they deem fit. As at 27 April 2006, the issued and paid-up share capital of the Company stood at RM25,200,000 comprising 252,000,000 Nextnation Shares. The Company is also proposing to implement a private placement of up to ten percent (10%) of the existing issued and paid-up share capital of the Company (“Proposed Private Placement”) which has been announced but pending completion. As it is the intention of the Company to implement the Proposed Bonus Issue after the completion of the Proposed Private Placement, assuming that 25,200,000 new Nextnation Shares (“Placement Shares”) are issued pursuant to the Proposed Private Placement, the issued and paid-up share capital of the Company will increase to 277,200,000 Nextnation Shares before the entitlement date of the Proposed Bonus Issue. The Proposed Bonus Issue will be implemented via the capitalisation of the share premium of Nextnation after the Proposed Private Placement. 2.2 Capitalisation of Reserves
2.3 Ranking of Bonus Shares The Bonus Shares shall, upon allotment and issue, rank pari passu in all respects with the then existing Nextnation Shares, save and except that the Bonus Shares will not be entitled to any dividend, right, allotment and/or other distribution, the entitlement date of which is prior to the date of allotment of the Bonus Shares.
3. LISTING AND QUOTATION OF SHARES ARISING FROM THE PROPOSED BONUS ISSUE The Bonus Shares will be listed and quoted on the MESDAQ Market of Bursa Malaysia Securities Berhad (“Bursa Securities”) upon receiving the relevant approvals as disclosed in Section 6 below. 4. RATIONALE FOR THE PROPOSED BONUS ISSUE
5. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE
The proforma effects of the Proposed Bonus Issue on the issued and paid-up share capital of Nextnation are set out in Table 1 below.
The proforma effects of the Proposed Bonus Issue on the consolidated net assets and gearing of Nextnation based on its proforma audited consolidated balance sheet as at 30 April 2005 are set out in Table 2 below.
The Proposed Bonus Issue is not expected to have any effect on the earnings of the Nextnation Group for the financial year ending 30 April 2006 or the future financial years, except that the EPS will be correspondingly reduced as a result of the increase in the number of shares in issue.
The proforma effects of the Proposed Bonus Issue on the shareholdings of the substantial shareholders of Nextnation are set out in Table 3. 5.5 Dividends The Board does not expect the Proposed Bonus Issue to materially affect the dividend policy of the Company. Any dividends to be declared by Nextnation in the future would depend on, inter-alia, the future profitability and cashflow position of the Nextnation Group. 6. APPROVALS REQUIRED
7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS
8. DIRECTORS’ OPINION
9. ADVISER
10. SPONSOR
This announcement is dated 27 April 2006. |
