| QSR BRANDS BHD |
| Type | Announcement | ||||||||||
| Subject | TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS | ||||||||||
| Description | QSR BRANDS BHD (“QSR” OR THE “COMPANY”) (I) DISPOSAL OF SUBSTANTIALLY ALL BUSINESS AND UNDERTAKING OF QSR, INCLUDING SUBSTANTIALLY ALL THE ASSETS AND LIABILITIES OF QSR TO TRIPLE PLATFORM SDN BHD (“TPSB”), A WHOLLY-OWNED SUBSIDIARY OF MASSIVE EQUITY SDN BHD (“MESB”) (“QSR DISPOSAL”); (II) CAPITAL REPAYMENT BY WAY OF A CAPITAL REDUCTION EXERCISE PURSUANT TO SECTION 64 OF THE COMPANIES ACT, 1965 (“ACT”) (“QSR CAPITAL REPAYMENT”); AND (III) PAYMENT TO THE WARRANTHOLDERS OF QSR (“WARRANTHOLDERS”) OF THEIR ENTITLEMENT TO THE DISPOSAL CONSIDERATION UNDER THE QSR DISPOSAL BY WAY OF A SPECIAL RESOLUTION (“QSR WARRANT SCHEME”) (COLLECTIVELY REFERRED TO AS THE “PROPOSALS”) | ||||||||||
The terms used herein, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 18 May 2012 in relation to the Proposals.
We refer to the previous announcements made by the Company in relation to the Proposals. On behalf of the Board of Directors of QSR, OSK Investment Bank Berhad wishes to announce that QSR and TPSB had, on 19 December 2012, mutually agreed to further extend the Completion Date from a date falling on or before 31 December 2012 to a date falling on or before 31 January 2013. Save for the above, all the other conditions, covenants, provisions and terms contained in the BSA shall remain valid and enforceable. This announcement is dated 19 December 2012.
Kulim will pay back the extra cash from QSR and KFC.
With almost zero premium, Kulim WC is a good bet. TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS): RELATED PARTY TRANSACTIONS KULIM (MALAYSIA) BERHAD (“KULIM” OR THE “COMPANY”) PROPOSED SPECIAL DIVIDEND PURSUANT TO THE DEEMED DISPOSALS OF KULIM’S INVESTMENT IN QSR BRANDS BERHAD (“QSR”) AND KFC HOLDINGS (MALAYSIA) BERHAD (“KFC”) (“PROPOSED SPECIAL DIVIDEND”) PROPOSED ADJUSTMENT TO THE EXERCISE PRICE OF WARRANTS 2011/2016 (“PROPOSED ADJUSTMENT”)
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BY AMSECURITIES: A bit outdated due to the deal keep on delay.
- Following QSR Brands' and KFC Holdings Bhd's capital repayment exercise, Kulim Bhd has announced that it would be receiving proceeds of RM1.157bil.
- Subsequently, Kulim has proposed to distribute all of the RM1.157bil proceeds in the form of a special dividend to its shareholders.
- Kulim's special dividend would amount to about 93 sen/share based on the share base of 1.235bil. After the conversion of warrants, we reckon that the special dividend would amount to 82 sen/share.
- We believe the special dividend would be paid in 3QFY12.(Overdue) The date of the payment of the special dividend was not disclosed in the Bursa announcement.
- Recall that Kulim owns 54% of QSR Brands, while QSR Brands owns 51% of KFC Holdings. However, after the conversion of warrants, we estimate that Kulim's shareholding in QSR would be 48% while QSR's equity interest in KFC would be about 49%.
- The announcement of the special dividend was not a surprise. Following the privatisation exercise of QSR and KFC by Massive Equity Sdn Bhd, the market had been expecting Kulim to return part of the capital repayment proceeds back to shareholders.
- What was a surprise was the size of the special dividend. We were not expecting Kulim to distribute all of the capital repayment proceeds as a special dividend.
- We had thought that Kulim would keep part of the proceeds for future expansion plans. Still, we reckon that Kulim would not face any problems financing its future expansion plans as its balance sheet is healthy.
- At the company level, the group's gross cash stood at RM74.8mil as at end-FY10 while gross borrowings amounted to RM373.2mil.
- Most of Kulim's borrowings are held by New Britain Palm Oil Ltd (NBPOL). NBPOL's borrowings would be deconsolidated in the future as it will be classified as an associate.
- We maintain a BUY on Kulim for the special dividend of 93 sen/share. The group would also be a purer plantation company after the disposal of KFC and QSR.
Source: AmeSecurities
| KULIM (MALAYSIA) BERHAD |
| Instrument Type | Warrants |
| Description | Warrants issued pursuant to the Free Warrants Issue |
| Listing Date | 03/03/2011 |
| Issue Date | 28/02/2011 |
| Issue/ Ask Price |  |
| Issue Size Indicator | Unit |
| Issue Size in Unit | 156,174,319 |
| Maturity Date | 27/02/2016 | ||
| Revised Maturity Date | |||
| Exercise/ Conversion Period |
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| Revised Exercise/ Conversion Period | |||
| Exercise/Strike/Conversion Price | MYR 3.8500 | ||
| Revised Exercise/Strike/Conversion Price | | ||
| Exercise/ Conversion Ratio | 1 Warrant: 1 ordinary share of RM0.25 each | ||
| Revised Exercise/ Conversion Ratio | |||
| Mode of satisfaction of Exercise/ Conversion price | Cash | ||
| Settlement Type/ Convertible into | Physical (Shares) |
| Remarks : |
| The Warrants are issued to the entitled shareholders of Kulim (Malaysia) Berhad (“KULIM”) on the basis of one (1) Warrant for every eight (8) ordinary shares of RM0.25 each in KULIM (“Subdivided Share(s)”) held after the subdivision of every one (1) existing ordinary share of RM0.50 each in KULIM into two (2) Subdivided Shares (“Share Split”) and bonus issue of new Subdivided Shares (“Bonus Share(s)”) on the basis of one (1) Bonus Share for every one (1) Subdivided Share held after the Share Split. Each Warrant carries the entitlement to subscribe for one (1) new Subdivided Share at the exercise price (as indicated above) and at any time during the exercise period (as indicated above) (“Exercise Period”), subject to the adjustments in accordance with the provisions of the deed poll dated 25 February 2011, constituting the Warrants. Any Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any purpose. This announcement is dated 2 March 2011. |