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SC and Mesdaq approve YTL e-Solutions listing
 
Announcement to KLSE by YTL Corporation Berhad on the approval by Securities Commission and Malaysian Exchange of Securities Dealing & Automated Quotation Bhd. ("MESDAQ") for the Proposed Listing of the Entire Enlarged and Paid up Share Capital of YTL e-Solutions Berhad on MESDAQ



1. INTRODUCTION

Further to the announcement dated 29 March 2001 YTL Corporation Berhad ("YTL Corporation") is pleased to announce that YTL e-Solutions Berhad ("YTL e-Solutions" or the "Company"), a wholly-owned subsidiary of YTL Corporation, has obtained the approval of the Securities Commission ("SC") vide its letter dated 24 July 2001 and the Malaysian Exchange of Securities Dealing & Automated Quotation Bhd. ("MESDAQ") vide its letter dated 27 July 2001 for the listing of the entire enlarged and paid-up share capital of YTL e-Solutions on MESDAQ ("Proposed Listing").


2. INFORMATION ON YTL E-SOLUTIONS

YTL e-Solutions was incorporated in Malaysia under the Companies Act, 1965 on 14 March 1992 as a private limited company under the name of YTL Power Sdn. Bhd.. It changed its name to YTL Electro-Dynamic Sdn. Bhd. on 20 May 1993 and on 5 May 2000, changed it to YTL e-Solutions Sdn. Bhd.. It was converted to a public company on 21 March 2001 under the name of YTL e-Solutions Berhad. YTL e-Solutions commenced its business in August 2000.

The authorised share capital of YTL e-Solutions as at 31 March 2001 is RM1,000,000,000 comprising 1,000,000,000 ordinary shares of RM1.00 each. Its issued and paid-up share capital as at 31 March 2001 is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each credited as fully paid-up. Pursuant to the Proposed Listing, YTL e-Solutions’ issued and paid-up share capital will be increased to RM135,000,000 comprising 135,000,000 ordinary shares of RM1.00 each credited as fully paid-up.

The principal activities of YTL e-Solutions are investment holding, provision of incubation services including developing and incubating technology companies, Internet contents of all descriptions and non-Internet related businesses, provision of consultancy and advisory services in relation to the business of electronic commerce or internet commerce solutions.

Presently YTL e-Solutions has one subsidiary, Extiva Communications Sdn. Bhd. ("Extiva"). Extiva was incorporated in Malaysia on 14 April 1998 pursuant to the Companies Act 1965 under the name of Metro Prestige Sdn. Bhd.. It subsequently changed to its present name on 6 March 2000. The principal activity of Extiva is developing and marketing VoIP telephony and other advanced network media appliances for the service provider and enterprise telephony markets. Extiva commenced its business on 12 July 2000.

The authorised share capital of Extiva as at 31 March 2001 is RM500,000 consisting of 500,000 shares of RM1.00 each and has an issued and paid-up share capital of RM180,000 consisting of 180,000 shares of RM1.00 each credited as fully paid-up.

YTL e-Solutions and Extiva are collectively referred to as the YTL e-Solutions Group.


3. DETAILS OF THE PROPOSED LISTING

The Proposed Listing will be undertaken in the following manner:-

3.1 Proposed Restricted Issue

A restricted issue will be made by way of an invitation by YTL e-Solutions to the entitled shareholders of YTL Corporation ("Entitled Shareholders") to apply for up to 34,000,000 new ordinary shares of RM1.00 each in YTL e-Solutions at an indicative issue price of RM1.10 on the basis of 1 new ordinary share of YTL e-Solutions for every 5 ordinary shares of YTL Corporation held as at an entitlement date to be determined ("Proposed Restricted Issue").

The Proposed Restricted Issue shall be offered for application to the Entitled Shareholders with the exception of the following:-

1) Yeoh Tiong Lay & Sons Holdings Sdn. Bhd. and/or its nominees or associates, for the reason of enabling YTL e-Solutions to meet the public spread requirements of MESDAQ; and

2) U.S. persons (as such terms are defined by Regulations under the U.S. Securities Act of 1933, as amended (“Securities Act”)), unless they are qualified institutional buyers within the meaning of Rule 144A under the Securities Act; or

3) Persons who are resident in Japan or are a corporation or entity organised under the laws of Japan or who hold such shares in YTL Corporation, as nominee for any such resident, corporation or entity; or

4) Persons with addresses in any other jurisdictions outside Malaysia in which acceptance of the entitlement under the Proposed Restricted Issue would result in the contravention of the laws of such jurisdictions, whether in the absence of any necessary consent and/or compliance with any registration of other legal requirements or for any other reason; or

5) Persons who in the opinion of the Directors of the Company (on the advice of the Company’s legal counsel) it would be necessary or expedient to be excluded from participating in the Proposed Restricted Issue by reason of legal or regulatory requirements.


3.2 Proposed Public Issue

The Proposed Public Issue will be an invitation by YTL e-Solutions to the eligible employees and Directors of the YTL e-Solutions Group to apply for up to 1,000,000 new ordinary shares of RM1.00 each in YTL e-Solutions at an indicative issue price of RM1.10, payable in full upon application.


3.3 Proposed Listing

The proposed listing of the entire enlarged issued and paid-up share capital of YTL e-Solutions after the Proposed Restricted Issue and Proposed Public Issue comprising 135,000,000 ordinary shares of RM1.00 each on MESDAQ.


4. RATIONALE FOR THE PROPOSED LISTING

The rationale for the Proposed Listing are as follows:-

(i) To obtain a listing of and quotation for the entire enlarged issued and paid-up share capital of YTL e-Solutions on MESDAQ;

(ii) To provide YTL e-Solutions with access to the capital market to raise funds for future expansion and growth of the YTL e-Solutions Group;

(iii) To provide a direct opportunity to the Entitled Shareholders to participate in the continuing growth of the YTL e-Solutions Group;

(iv) To provide opportunities to the eligible employees and Directors of the YTL e-Solutions Group to participate in the continuing growth of the group;

(v) To enhance the stature of the YTL e-Solutions Group in marketing its products and services, and to retain and attract new skilled employees;

(vi) To increase YTL e-Solutions’ profile both in Malaysia and internationally, and to facilitate greater quality deal flow; and

(vii) To enable YTL e-Solutions to forge strategic alliances using publicly quoted equity.


5. FINANCIAL EFFECTS OF THE PROPOSED LISTING

The effects of the Proposed Listing are as follows:-

5.1 Share Capital

The Proposed Listing will not have any effect on the share capital of YTL Corporation.

The effects of the Proposed Listing on the issued and paid-up share capital of YTL e-Solutions are as set out in Table 1 below.


5.2 Net Tangible Assets ("NTA")

The Proposed Listing will not have any material effect on the NTA of the YTL Corporation Group.

On the assumption that the Proposed Listing had been effected as at 31 March 2001, the effects of the Proposed Listing on the NTA of YTL e-Solutions Group are set out in Table 2 below.

5.3 Earnings

The Proposed Listing will not have any material effect on the earnings of YTL Corporation and YTL e-Solutions for the financial year ending 30 June 2002.


6. CONDITIONS OF THE PROPOSED LISTING

The Proposed Listing is conditional upon the following being obtained:-

(i) SC, which was obtained on 24 July 2001;

(ii) MESDAQ, which was obtained on 27 July 2001, for the admission to the Official List and the listing of and quotation for the entire issued and paid-up share capital of YTL e-Solutions on MESDAQ;

(iii) the Foreign Investment Committee, which was obtained on 15 May 2001 ;

(iv) the Ministry of International Trade and Industry, which was obtained on 14 June 2001; and

(v) the shareholders of YTL Corporation at an Extraordinary General Meeting to be convened.


7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

Tuan Syed Abdullah bin Syed Abd. Kadir is a director of both YTL Corporation and YTL e-Solutions who will be entitled to the Proposed Public Issue and is deemed interested in the Proposed Listing.

Save and disclosed above, none of the Directors and substantial shareholders of YTL Corporation and YTL e-Solutions have any interest, direct or indirect, in the Proposed Listing.


8. STATEMENT BY DIRECTORS

The Board of Directors of YTL Corporation , having considered all aspects of the Proposed Listing, is of the opinion that the Proposed Listing is in the best interest of YTL Corporation and YTL e-Solutions Group.

This announcement is dated 1st August 2001.




TABLE 1

No. of ordinary shares Par value
RM
RM
Share capital as at 31 March 2001 100,000,000 1.00 100,000,000
New shares to be issued pursuant to the Proposed Listing 35,000,000 1.00 35,000,000

135,000,000
135,000,000


TABLE 2

As at 31 March 2001
RM
After Proposed Listing
RM
Share capital 100,000,000 135,000,000
Share premium - 1,050,000
Reserves 1,079,306 1,079,306
Shareholders’ funds 101,243,504 137,129,306
Less: Intangible assets 1,006,134 841,936
NTA 100,237,370 136,287,370
NTA per share (RM) 1.00 1.01
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