THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the course of action to be taken, you should consult your stockbroker, solicitor, accountant, bank manager or other professional adviser immediately.
Bursa Securities Malaysia Berhad ("Bursa Securities") has only conducted limited review on this Circular pursuant to the Practice Note 18 of the Main Market Listing Requirements of Bursa Securities. Bursa Securities takes no responsibility for the contents of this Circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this Circular.
WONG ENGINEERING CORPORATION BERHAD
(Registration No. 199601037606 (409959-W))
(Incorporated in Malaysia)
CIRCULAR TO SHAREHOLDERS
IN RELATION TO THE
PROPOSED BONUS ISSUE OF UP TO 151,285,190 NEW ORDINARY SHARES IN WONG ENGINEERING CORPORATION BERHAD ("WECB") ("WECB SHARE(S)" OR "SHARE(S)")
("BONUS SHARE(S)") ON THE BASIS OF 6 BONUS SHARES FOR EVERY 5 EXISTING WECB SHARES HELD ON AN ENTITLEMENT DATE TO BE DETERMINED LATER ("PROPOSED BONUS ISSUE OF SHARES")
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
Adviser
UOB Kay Hian Securities (M) Sdn Bhd
(Registration No. 199001003423 (194990-K))
(A Participating Organisation of Bursa Malaysia Securities Berhad)
The Notice of the Extraordinary General Meeting ("EGM") of Wong Engineering Corporation Berhad, which will be held on a fully virtual basis through live streaming and online remote meeting platform of TIIH Online provided by Tricor Investor & Issuing House Services Sdn Bhd via its website at https://tiih.online or https://tiih.com.my (Domain Registration No. with MYNIC - D1A282781) on Wednesday, 20 October 2021 at 10.00 a.m. or at any adjournment thereof. The Notice of EGM together with the Proxy Form are enclosed herein.
A member entitled to attend, participate, speak and vote at the EGM is entitled to appoint a proxy or proxies to attend, participate, speak and vote on his/ her behalf. In such event, the Proxy Form must be lodged at the registered office of Wong Engineering Corporation Berhad at 170-09-01 Livingston Tower, Jalan Argyll, 10050 George Town, Pulau Pinang, Malaysia, not less than forty-eight (48) hours before the time for holding the EGM or at any adjournment thereof. The lodging of the Proxy Form shall not preclude you from attending, participating, speaking and voting in person at the EGM should you subsequently wish to do so.
Last date and time for lodging the Proxy Form | : Monday, 18 October 2021 at 10.00 a.m. |
Date and time of the EGM | : Wednesday, 20 October 2021 at 10.00 a.m. |
Meeting Platform/ Venue of the EGM | : https://tiih.online or https://tiih.com.my (Domain Registration |
No. with MYNIC - D1A282781) |
This Circular is dated 4 October 2021
DEFINITIONS
Except where the context otherwise requires, the following definitions shall apply throughout this Circular:-
"Act" | : The Companies Act 2016, and any amendments made thereto from time | |
to time | ||
"AGM" | : Annual General Meeting of WECB | |
"Board" | : The Board of Directors of WECB | |
"Bonus Share(s)" | : Up to 151,285,190 new WECB Shares to be issued pursuant to the | |
Proposed Bonus Issue of Shares | ||
"Bursa Depository" | : Bursa Malaysia Depository Sdn Bhd (Registration No. 198701006854 | |
(165570-W)) | ||
"Bursa Securities" | : | Bursa Malaysia Securities Berhad (Registration No. 200301033577 |
(635998-W)) | ||
"Circular" | : This circular dated 4 October 2021 in relation to the Proposed Bonus | |
Issue of Shares | ||
"COVID-19" | : | Coronavirus disease 2019 |
"Director(s)" | : The director(s) of WECB and shall have the meaning given in Section | |
2(1) of the Act and Section 2(1) of the Capital Markets and Services Act | ||
2007 | ||
"EGM" | : Extraordinary General Meeting of WECB | |
"Entitlement Date" | : A date to be determined and announced later by our Board, on which the | |
names of the shareholders of our Company must appear in the Record | ||
of Depositors of our Company as at 5.00 p.m. in order to participate in | ||
the Proposed Bonus Issue of Shares | ||
"EPS" | : | Earnings per Share |
"FYE" | : Financial year ended/ ending | |
"Listing Requirements" | : Main Market Listing Requirements of Bursa Securities | |
"LPD" | : 24 September 2021, being the latest practicable date prior to the printing | |
and dispatch of this Circular | ||
"Market Day(s)" | : Any day between Monday to Friday (inclusive of both days), which is not | |
a public holiday and on which Bursa Securities is open for trading of | ||
securities | ||
"Maximum Scenario" | : Assuming all of the treasury shares are resold and the Private Placement | |
is implemented prior to the implementation of the Proposed Bonus Issue | ||
of Shares | ||
"Minimum Scenario" | : | Assuming none of the treasury shares are resold and the Private |
Placement is implemented prior to the implementation of the Proposed | ||
Bonus Issue of Shares | ||
"NA" | : | Net asset attributable to ordinary equity holders of our Company |
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DEFINITIONS (CONT'D)
"Placement Share(s)" | : Up to 11,460,999 new WECB Shares that may be issued pursuant to the | |
Private Placement | ||
"Private Placement" | : Private placement of up to 11,460,999 Placement Shares representing | |
up to 10% of the total number of issued shares of WECB as at the LPD | ||
to third party investor(s) to be identified later at an issue price to be | ||
determined and announced later in accordance with the general | ||
mandate pursuant to Sections 75 and 76 of the Act | ||
"Proposed Bonus Issue | : Proposed bonus issue of up to 151,285,190 Bonus Shares on the basis | |
of Shares" | of 6 Bonus Shares for every 5 existing WECB Shares held on the | |
Entitlement Date | ||
"Record of Depositors" | : A record of depositors established by Bursa Depository under the Rules | |
of Bursa Depository | ||
"RM" and "sen" | : Ringgit Malaysia and sen, respectively | |
"UOBKH" or the | : UOB Kay Hian Securities (M) Sdn Bhd (Registration No. 199001003423 | |
"Adviser" | (194990-K)) | |
"VWAP" | : Volume weighted average market price | |
"WECB" or our | : Wong Engineering Corporation Berhad (Registration No. 199601037606 | |
"Company" | (409959-W)) | |
"WECB Group" or our | : | WECB and its subsidiary companies, collectively |
"Group" | ||
"WECB Share(s)" or | : | Ordinary share(s) in WECB |
"Share(s)" |
Unless otherwise stated and wherever applicable, the amount represented in this Circular has been rounded to the nearest whole sen, for ease of reference.
Words incorporating the singular shall, where applicable, include the plural and vice versa. Words incorporating the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. Any reference to persons shall include a corporation, unless otherwise specified.
References to "you" or "your(s)" in the Circular are made to shareholders of WECB and references to "our Company" or "the Company" or "we" or "us" or "our" or "ourselves" are made to our Company, and where the context requires, our Company and our subsidiaries. Unless the context otherwise requires, references to "Board" are to our Board of Directors and "Management" are to our Executive Directors and key management personnel as at the LPD of this Circular.
Any reference in this Circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any reference to a time of day in this Circular shall be a reference to Malaysian time, unless otherwise specified.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
ii
TABLE OF CONTENT
PAGE | ||
EXECUTIVE SUMMARY | iv | |
LETTER TO THE SHAREHOLDERS OF WECB CONTAINING:- | ||
1. | INTRODUCTION | 1 |
2. | DETAILS OF THE PROPOSED BONUS ISSUE OF SHARES | 2 |
3. | RATIONALE AND JUSTIFICATIONS FOR THE PROPOSED BONUS ISSUE | 4 |
OF SHARES | ||
4. | EFFECTS OF THE PROPOSED BONUS ISSUE OF SHARES | 5 |
5. | HISTORICAL SHARE PRICES | 10 |
6. | APPROVALS REQUIRED/ OBTAINED | 10 |
7. | INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS, CHIEF | 11 |
EXECUTIVE AND/ OR PERSONS CONNECTED TO THEM | ||
8. | ESTIMATED TIMEFRAME FOR COMPLETION AND TENTATIVE TIMETABLE | 11 |
FOR IMPLEMENTATION | ||
9. | PROPOSALS ANNOUNCED BUT PENDING COMPLETION | 12 |
10. | DIRECTORS' RECOMMENDATION | 12 |
11. | EGM | 12 |
12. | FURTHER INFORMATION | 12 |
APPENDIX | ||
I. | FURTHER INFORMATION | 13 |
NOTICE OF EGM | ENCLOSED | |
ADMINSITRATIVE GUIDE | ENCLOSED | |
PROXY FORM | ENCLOSED |
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
iii
EXECUTIVE SUMMARY
This Executive Summary highlights only the salient information of the Proposed Bonus Issue of Shares. The shareholders of WECB are advised to read the Circular in its entirety for further details and not to rely solely on this Executive Summary in forming a decision on the Proposed Bonus Issue of Shares before voting at the EGM.
Reference | ||||
Key information | Description | to Circular | ||
Issue size and basis | The Proposed Bonus Issue of Shares entails the issuance of up to | Section 2 | ||
of allotment | 151,285,190 Bonus Shares on the basis of 6 Bonus Shares for every 5 | |||
existing WECB Shares held by our shareholders whose names appear in | ||||
our Record of Depositors on the Entitlement Date. | ||||
Rationale | and | i. | To increase the number of WECB Shares held by our | Section 3 |
justifications | shareholders at no cost to be incurred by our shareholders, while | |||
maintaining their percentage shareholding held in our Company; | ||||
ii. | To potentially result in improved trading liquidity of WECB Shares | |||
by increasing the number of Shares in issue; | ||||
iii. | To result in WECB Shares being more affordable without | |||
affecting the market capitalisation of our Company, which may | ||||
encourage greater participation by a wider group of public | ||||
shareholders and investors; and | ||||
iv. | To maintain our reserves and NA as the Proposed Bonus Issue | |||
of Shares will be implemented via the adoption of the enhanced | ||||
bonus issue framework without capitalisation of our reserves. | ||||
Effects | The effects of the Proposed Bonus Issue of Shares are as follows:- | Section 4 | ||
i. | Increase the number of WECB Shares in issue without affecting | |||
our issued share capital in RM value; | ||||
ii. | No effect on the gearing ratio and the earnings of our Group, and | |||
the percentage shareholding of our shareholders; and | ||||
iii. | However, NA per Share and EPS of our Group will be diluted due | |||
to the increase in the number of WECB Shares in issue. | ||||
Interests | of | None of | our Directors, major shareholders, chief executive and/ or | Section 7 |
Directors, | major | persons connected to them have any interest, either direct or indirect, in | ||
shareholders, | chief | the Proposed Bonus Issue of Shares, save for their respective | ||
executive and/ or | entitlements as our shareholders, which are also available to all other | |||
persons connected | shareholders of our Company. | |||
Approvals required/ | The Proposed Bonus Issue of Shares is conditional upon the following | Section 6 | ||
obtained | approvals being obtained:- | |||
i. | Bursa Securities for the listing and quotation of the Bonus Shares | |||
on the Main Market of Bursa Securities, which was obtained vide | ||||
its letter dated 27 September 2021; | ||||
ii. | Our shareholders at the forthcoming EGM; and | |||
iii. | Any other relevant authority and/ or third parties, if required. | |||
Directors' | Our Board, after having considered all aspects of the Proposed Bonus | Section 10 | ||
recommendation | Issue of Shares, which include, but are not limited to, the basis, the | |||
rationale | and the pro forma effects of the Proposed Bonus Issue of |
Shares, is of the opinion that the Proposed Bonus Issue of Shares is in the best interest of our Company.
Accordingly, our Board recommends that you VOTE IN FAVOUR of the resolution pertaining to the Proposed Bonus Issue of Shares to be tabled at the forthcoming EGM.
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Wong Engineering Corporation Bhd published this content on 01 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 October 2021 08:13:17 UTC.