Bursa Announcements

Bonia Corporation Berhad ("Bonia" Or The "Company") ·proposed Increase in Authorised share Capital ·proposed Bonus Issue ·proposed Share Split ·proposed Amendments ·proposed Transfer (Collectively Referred To As The "Proposals" And Defined In Section 1 Below)

Type	:	Announcement
Subject	:	BONIA CORPORATION BERHAD (“Bonia” or the “Company”) ·Proposed Increase in Authorised Share Capital ·Proposed Bonus Issue ·Proposed Share Split ·Proposed Amendments ·Proposed Transfer (collectively referred to as the “Proposals” and defined in Section 1 below)

Contents :

1. INTRODUCTION

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  On behalf of the Board of Directors of Bonia ("Board"), Hwang-DBS Investment Bank Berhad ("Hwang-DBS") is pleased to announce that the Company proposes to implement the following:

(a) an increase in authorised share capital of Bonia from RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each to RM250,000,000 comprising 250,000,000 ordinary shares of RM1.00 each ("Proposed Increase in Authorised Share Capital");
(b) a bonus issue of up to 33,676,750 new ordinary shares of RM1.00 each in Bonia ("Bonia Shares"), to be credited as fully paid-up on the basis of one (1) new Bonia Share for every two (2) existing Bonia Shares held ("Proposed Bonus Issue");
(c) a share split involving the subdivision into two (2) new ordinary shares of RM0.50 each for every one (1) Bonia Share held after the Proposed Bonus Issue ("Proposed Share Split");
(d) amendments to the Memorandum and Articles of Association of Bonia ("Proposed Amendments"); and
(e) transfer of the listing of and quotation for its entire issued and paid-up share capital from the Second Board to the Main Board of the Bursa Malaysia Securities Berhad ("Bursa Securities") ("Proposed Transfer").

2. DETAILS OF THE PROPOSALS

2.1 Proposed Increase in Authorised Share Capital

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  The authorised share capital of Bonia is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each. As at 24 January 2007, the issued and paid-up share capital of Bonia stood at RM47,989,916 comprising 47,989,916 Bonia Shares. Assuming full exercise of the outstanding options under the Company’s executives share option scheme ("ESOS Options") and the outstanding Warrants 2005/2008 ("Warrants") and in conjunction with the Proposed Bonus Issue herein, the existing authorised share capital of Bonia will not be adequate to cater for the new issuance of Bonia Shares arising from the Proposed Bonus Issue.
  
  As such, it is proposed that the authorised share capital of Bonia of RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 be increased to RM250,000,000 comprising 250,000,000 ordinary shares of RM1.00.

2.2 Proposed Bonus Issue

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  As at 24 January 2007, the issued and paid-up share capital of Bonia stood at RM47,989,916 comprising 47,989,916 Bonia Shares and there were 999,000 outstanding ESOS Options and 18,364,584 outstanding Warrants. It is also assumed that prior to the implementation of the Proposed Bonus Issue, no additional ESOS Options are to be granted.
  
  As such, assuming the 999,000 outstanding ESOS Options and 18,364,584 outstanding Warrants are fully exercised prior to the implementation of the Proposed Bonus Issue, the Proposed Bonus Issue shall entail a bonus issue of up to 33,676,750 new Bonia Shares to be credited as fully paid-up on the basis of one (1) new Bonia Share for every two (2) existing Bonia Shares held by the shareholders whose names appear in the Record of Depositors of the Company at the close of business on a date to be determined and announced later. The Directors of Bonia will deal with fractions (if any) of the new ordinary shares as they may deem fit.
  
  The Proposed Bonus Issue shall be capitalised from the reserves of the Company in the manner as set out below:

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  * The amount of reserves outstanding in the retained profits of Bonia as at 30 June 2006 has been restated for the effects of the dividend declared by Bonia for the financial year ended 30 June 2006, dividend declared from its subsidiary companies and the effects of the adoption of Financial Reporting Standard (“FRS”) 2 Share-based Payment.
  ^ The amount of share premium of Bonia as at 30 June 2006 has been restated assuming that all the 999,000 outstanding ESOS Options and 18,364,584 Warrants are fully exercised prior to the implementation of the Proposed Bonus Issue and the 2,578,000 ESOS Options and 631,616 Warrants which have been exercised from 1 July 2006 till todate. It is assumed that there is no granting of additional ESOS Options prior to the implementation of the Proposed Bonus Issue.
  
  An application will be made to the Bursa Securities for a waiver from Paragraph 6.26A of the Listing Requirements of Bursa Securities pertaining to the Proposed Bonus Issue in view of the above restatements ("Waiver").
  
  The Proposed Bonus Issue would result in the issued and paid-up share capital of Bonia to increase up to RM101,030,250 comprising up to 101,030,250 Bonia Shares.
  
  The new Bonia Shares to be issued pursuant to the Proposed Bonus Issue will, upon issue and allotment, rank pari passu in all respects with the existing ordinary shares of the Company save and except that they will not be entitled to any dividends, rights, allotments and/or other distributions the entitlement date of which precedes the date of allotment of the new Bonia Shares.
^^ Net of estimated expenses for the Proposals amounting to RM350,000.

2.3 Proposed Share Split

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  The Proposed Share Split involves the subdivision into two (2) new ordinary shares in Bonia of RM0.50 each for each Bonia Share held by the shareholders, whose names appear on the Record of Depositors at the close of business on a date to be determined and announced later. The Proposed Share Split is to be implemented after the Proposed Bonus Issue.
  
  The new ordinary shares in Bonia of RM0.50 each to be issued pursuant to the Proposed Share Split will rank pari passu amongst themselves.
  
  Pursuant to the Proposed Share Split, the issued and paid-up share capital would be up to RM101,030,250 comprising up to 202,060,500 ordinary shares of RM0.50 each in Bonia.
  

2.4 Proposed Amendments

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  Amendments to the Memorandum and Articles of Association of Bonia are proposed to be made pursuant to the Proposed Share Split involving, amongst others, the following:

(i) subdivision to the par value of the existing Bonia Shares of RM1.00 each to RM0.50 each; and
(ii) alteration of the authorised share capital of Bonia of RM250,000,000 comprising 250,000,000 Bonia Shares after the Proposed Increase in Authorised Share Capital into RM250,000,000 comprising 500,000,000 ordinary shares of RM0.50 each pursuant to the Proposed Share Split.

2.5 Proposed Transfer

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  Upon completion of the Proposed Bonus Issue, the Board proposes to transfer the listing of and quotation for its entire issued and paid-up share capital from the Second Board to the Main Board of the Bursa Securities.

3. RATIONALE FOR THE PROPOSALS

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  The Proposed Increase in Authorised Share Capital is intended to increase the Company’s existing authorised share capital to a level for any future issuance of equity capital.
  
  The Proposed Bonus Issue will increase the capital base of the Company to a level which will better reflect the Bonia and its group of companies ("Group")’s current scale of operations and reward Bonia’s shareholders for their continued support of the Company. The Proposed Bonus Issue is also expected to improve the liquidity and marketability of Bonia Shares.
  
  The Proposed Share Split is expected to further improve the liquidity and marketability of Bonia Shares. The Memorandum and Articles of Association of the Company will have to be amended to accommodate for the Proposed Share Split and the consequential subdivision of the par value of Bonia Shares and the alteration of the authorised share capital of Bonia.
  
  The Proposed Transfer will better reflect the current stature of the operations of Bonia and its Group and is expected to enhance the Group’s prestige, reputation, recognition and confidence amongst the Group’s investors, bankers, customers, suppliers, business partners and other stakeholders.

4. EFFECTS OF THE PROPOSALS

4.1 Share Capital

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  The effects of the Proposed Bonus Issue and Proposed Share Split on the issued and paid-up share capital are set out in Table 1.
  
  The Proposed Increase in Authorised Share Capital, Proposed Amendments and Proposed Transfer have no impact on the share capital of Bonia.
  

4.2 Major Shareholders' Shareholdings

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  The Proposals will not have any impact on the percentage of shareholdings of the major shareholders of Bonia.

4.3 Net Assets ("NA") and Gearing

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  For illustration purposes, the proforma effects of the Proposed Bonus Issue and Proposed Share Split on the audited consolidated NA of Bonia as at 30 June 2006 are set out in Table 2.
  
  The Proposed Increase in Authorised Share Capital, Proposed Amendments and Proposed Transfer have no impact on the NA and gearing of Bonia Group.

4.4 Earnings

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  The Proposed Bonus Issue and Proposed Share Split will not have any impact on the earnings of the Bonia Group. The Proposed Bonus Issue and Proposed Share Split will result in a corresponding reduction in the group’s future consolidated earnings per share due to the increase in the number of issued and paid-up share capital of the Company arising from the ordinary shares of RM0.50 each.
  
  The Proposed Increase in Authorised Share Capital, Proposed Amendments and Proposed Transfer have no effect on the earnings of Bonia Group.

4.5 Dividend

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  The Proposals are not expected to have any material effect on the policy of the Company in recommending dividends to the shareholders of Bonia, which would depend, amongst others, the profitability and funding requirements.

5. APPROVALS REQUIRED

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  The Proposals are subject to and conditional upon approvals being obtained from the following:

(i) Securities Commission ("SC") for the Proposed Share Split and Proposed Transfer;
(ii) Bursa Securities for the Waiver, Proposed Share Split, for the listing of and quotation for new shares to be issued pursuant to the Proposed Bonus Issue and Proposed Share Split, and for the listing of and quotation for the entire issued and paid-up share capital of Bonia on the Main Board of Bursa Securities;

(iii) Shareholders of Bonia for the Proposed Increase in Authorised Share Capital, Proposed Bonus Issue, Proposed Share Split and Proposed Amendment at an Extraordinary General Meeting ("EGM") to be convened; and

(iv) any other relevant authorities.

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  The Proposed Bonus Issue is conditional upon the Proposed Increase in Authorised Share Capital and not vice versa. The Proposed Bonus Issue is not conditional upon either the Proposed Share Split or the Proposed Amendments. The Proposed Share Split and Proposed Amendments are inter-conditional upon each other. The Proposed Transfer is conditional upon the Proposed Bonus Issue and not vice versa.
  
  The application to the SC and Bursa Securities pertaining to the Proposed Share Split would be submitted within one (1) month from the date of this announcement.

6. DEPARTURE FROM THE SC'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES ("SC's Guidelines")

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  There is no departure from the SC’s Guidelines in respect of the Proposals.

7. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED TO THEM

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  None of the Directors or major shareholders of Bonia or person(s) connected to the Directors or major shareholders of Bonia has any interest, directly or indirectly, in the Proposed Bonus Issue and Proposed Share Split, save for their respective entitlements in the Proposed Bonus Issue and Proposed Share Split as shareholders of Bonia.
  
  In addition, none of the Directors or major shareholders of Bonia or person(s) connected to the Directors or major shareholders of Bonia has any interest, directly or indirectly, in the Proposed Increase in Authorised Share Capital, Proposed Amendments and Proposed Transfer.

8. ADVISER

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  Hwang-DBS has been appointed as the Adviser to Bonia.

9. ESTIMATED TIME FRAME FOR THE COMPLETION

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  The Proposals are expected to be completed within three (3) months from the approval by the authorities.

10. DIRECTORS' RECOMMENDATION

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  After having considered all aspects of the Proposals, the Board of Directors of Bonia is of the opinion that the Proposals are fair and reasonable and are in the best interest of the Company.

This announcement is dated 26 January 2007.

Attachments

1. Table.doc (Size: 82,944 bytes)