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PROPOSED BONUS ISSUE OF UP TO 138,600,000
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. DETAILS OF 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


Based on the audited balance sheets of Nextnation as at 30 April 2005 and after taking into consideration the adjustments for the listing exercise of Nextnation which was completed on 26 August 2005, Nextnation has a share premium account balance of RM7,360,000. Assuming the issuance of 25,200,000 Placement Shares at an indicative issue price of RM0.66, after taking into consideration five percent (5%) discount from the five (5)-day weighted average market price of Nextnation Shares up to 26 April 2006 of RM0.695, Nextnation will have a share premium of RM21,372,000 which is available to be capitalised for the implementation of the Proposed Bonus Issue (after deducting the estimated expenses of RM100,000 for the Proposed Private Placement). Hence, for illustrative purpose, a total of RM13,860,000 will be capitalised from the share premium account as a result of the issuance of 138,600,000 Bonus Shares pursuant to the Proposed Bonus Issue.

As it is the intention of the Company to implement the Proposed Bonus Issue after the Proposed Private Placement, the Company will engage its auditors to confirm that the latest share premium account is adequate to facilitate the Proposed Bonus Issue.

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


The Proposed Bonus Issue is to reward the shareholders of the Company for their continuous support to the Company by enabling them to have greater participation in the equity of the Company in terms of the number of shares held. The Proposed Bonus Issue is also expected to improve the liquidity and marketability of Nextnation Shares as a result of an increase in the number of shares available.

5. FINANCIAL EFFECTS OF THE PROPOSED BONUS ISSUE


5.1 Share Capital

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.


5.2 Net Assets and Gearing

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.


5.3 Earnings and Earnings Per Share (“EPS”)

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.


5.4 Substantial Shareholders’ Shareholdings

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


The Proposed Bonus Issue is subject to the following approvals being obtained:

(a) Bursa Securities for the listing of and quotation for the Bonus Shares on the MESDAQ Market of Bursa Securities;

(b) Nextnation’s shareholders at an extraordinary general meeting to be convened for the Proposed Bonus Issue; and

(e) other relevant authorities, if any.

7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS


All entitled shareholders, including the shareholdings held by the Directors or substantial shareholders of Nextnation and persons connected to them, will be offered the Bonus Shares on an equitable basis reflective of their respective shareholdings. As such, none of the Directors or substantial shareholders of Nextnation and persons connected to them has any interest, direct or indirect, in the Proposed Bonus Issue.

8. DIRECTORS’ OPINION


The Board, after having considered all aspects of the Proposed Bonus Issue, is of the opinion that the Proposed Bonus Issue is in the best interests of the Company.

9. ADVISER


The Company has appointed PMBB as the Adviser for the Proposed Bonus Issue.

10. SPONSOR


PMBB is the Sponsor of Nextnation.

This announcement is dated 27 April 2006.

 
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