General Announcement
Reference No CU-001020-51705

Submitting Merchant Bank
:
PERWIRA AFFIN MERCHANT BANK BERHAD  
Company Name
:
SETEGAP BERHAD  
Stock Name
:
SETEGAP  
Date Announced
:
20/10/2000  

Type:Announcement
Subject:SETEGAP BERHAD (“SETEGAP” OR “COMPANY”)
I. Proposed Rights Issue;
II. Proposed Special Issue; and
III. Proposed Private Placement

(I, II and III are collectively referred to as the "Proposals")

Contents :

1. INTRODUCTION
2. THE PROPOSED RIGHTS ISSUE

3. THE PROPOSED SPECIAL ISSUE 4. THE PROPOSED PRIVATE PLACEMENT 5. RATIONALE FOR THE PROPOSALS
6. UTILISATION OF PROCEEDS 7. FINANCIAL EFFECTS OF THE PROPOSALS 8. APPROVALS REQUIRED
9. INTERESTS OF DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED TO THEM 10. SHAREHOLDERS’ UNDERTAKING AND UNDERWRITING ARRANGEMENT FOR THE PROPOSED RIGHTS ISSUE 11. ADVISERS TO THE PROPOSALS 12. APPLICATION TO THE SC, CIRCULAR TO SHAREHOLDERS AND NOTICE OF EGM



Table 1 – Nominated bumiputra investors for the Proposed Special Issue

Bumiputra Investors
No. of shares
to be allocated
LTAT
10,000,000
Dato’ Mohd. Hussaini Bin Haji Abdul Jamil
18,000,000
Tan Sri Dato’ (Dr) Abdullah Bin Abdul Rahman
7,000,000
Total
35,000,000



Table 2 – Proposed utilisation of proceeds from the Proposed Rights Issue and the
Proposed Special Issue

RM’000
(i)Security for performance bond
10,536,777
(ii)Repayment of bank borrowings *
5,000,000
(iii)Working capital
28,203,756
(iv)Incidental expenses of the Proposals
1,200,000
44,940,533

* The Proposed Debt Restructuring Scheme sets out that in the event the collection from assigned debtors and operational inflow is insufficient to meet the minimum funds in the term loan repayment account at the next quarterly review after the receipt of the proceeds from the Proposals, an amount of RM5.0 million from the proceeds of the Proposals will be deposited into this term loan repayment account. f the collection from assigned debtors and operational inflow is sufficient to meet the minimum funds requirement, the RM5.0 million of the proceeds from the
Proposals will be utilised as working capital for the Setegap Group.


Table 3 – Financial effects of the Proposals on the share capital of Setegap

Minimum 1
Maximum 2
RM’000
%
RM’000
%
Audited as at 31.12.99
49,183,667
49.39
49,183,667
47.97
Exercise of ESOS options up to 25 September 2000
519,000
0.52
519,000
0.51
As at 25 September 2000
49,702,667
48.91
49,702,6674
8.48
Outstanding ESOS to be exercised prior to books closure date
-
-
2,438,200
2.38
49,702,667
48.91
52,140,8675
0.86
To be issued pursuant to the:-
- Proposed Rights Issue
9,940,533
9.99
10,428,173
10.17
- Proposed Special Issue
35,000,000
36.14
35,000,000
34.13
- Proposed Private Placement
4,970,267
4.96
4,970,267
4.84
Enlarged share capital
99,613,467
100.00
102,539,307
100.00


1. Minimum Scenario – Assuming all the 2,438,200 options granted under the ESOS
which are exercisable by April 2001, will not be exercised before the entitlement date
for the Proposed Rights Issue.

2. Maximum Scenario – Assuming all the 2,438,200 options granted under the ESOS
which are exercisable by April 2001, will be exercised before the entitlement date
for the Proposed Rights Issue.


Table 4 – Financial effects of the Proposals (based as minimum scenario) on the NTA of the Setegap Group



    <-------------------- Proforma --------------------->
Audited
as at 31.12.99
New
shares
issued
after
year end#
After the Proposed Debt Restructuring Scheme
(I)
After
the
Proposed Rights
Issue
(II)
After (I)
and the
Proposed Special
Issue
(III)
After (II)
and the
Proposed Private Placement
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
Share Capital
49,184
49,703
49,703
59,643
94,643
99,613
Share Premium
2,788
2,788
2,788
1,880*
1,880
1,880
Reserves
(792)
(792)
(1,592)^
(1,884)*
(1,884)
(1,884)
Shareholders’ Funds
51,180
51,699
50,899
59,639
94,639
99,609
Less:
Expenditure carried forward
(97)
(97)
(97)
(97)
(97)
(97)
Goodwill
(9,944)
(9,944)
(9,944)
(9,944)
(9,944)
(9,944)
NTA
41,139
41,658
40,858
49,598
84,598
89,568
NTA per share (RM)
0.84
0.84
0.82
0.83
0.89
0.90

# The new shares issued are in respect of the exercise of ESOS options between 1 January 2000 to 25 September 2000.

^ After deducting estimated expenses for the Proposed Debt Restructuring Scheme of approximately RM0.8 million from the Reserves Account.

* After deducting total estimated expenses for the Proposals of approximately RM0.908 million and RM0.292 million (totaling RM1.2 million) from the Share Premium Account and the Reserves Account respectively




Table 5- Effects of the Proposals (based on minimum scenario) on the substantial shareholdings structure of Setegap as at 25 September 2000

Before Proposals as at 25 Sept. 2000
After the Proposed Rights Issue
After the Proposed Special Issue
After the Proposed Private Placement
Name
No. of shares held
%
No. of shares held
%
No. of shares held
%
No. of shares held
%
Chong Chee Huat
6,798,750
13.68
8,158,500
13.68
8,158,500
8.62
8,158,500
8.19
Employees Provident Fund
3,238,000
6.51
3,885,600
6.51
3,885,600
4.10
3,885,600
3.90
Netsen Holdings Sdn Bhd
2,119,665
4.26
2,543,598
4.26
2,543,598
2.69
2,543,598
2.55
Netsen Sdn Bhd
2,101,666
4.23
2,521,999
4.23
2,521,999
2.66
2,521,999
2.53
Tan Siew Suan
1,830,248
3.68
2,196,298
3.68
2,196,298
2.32
2,196,298
2.20
Wan Haron bin Wan Hassan
1,505,000
3.03
1,806,000
3.03
1,806,000
1.91
1,806,000
1.81
Tan Heng Hock
1,502,999
3.02
1,803,599
3.02
1,803,599
1.91
1,803,599
1.81
Lai Siew Moi
1,063,750
2.14
1,276,500
2.14
1,276,500
1.35
1,276,500
1.28
Dato’ Mohd Hussaini bin Haji Abdul Jamil
20,000
0.04
24,000
0.04
18,024,000
19.04
18,024,000
18.09
Tan Sri Dato’ Dr. Abdullah Abdul Rahman
-
-
-
-
7,000,000
7.40
7,000,000
7.03
LTAT
-
-
-
-
10,000,000
10.57
10,000,000
10.04






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