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Details of Announcement



General Announcement
Reference No CU-991227-43079

Amended Announcement
Submitting Merchant Bank
:
ASEAMBANKERS MALAYSIA BERHAD  
Company Name
:
KIA LIM BERHAD  
Stock Name
:
KIA LIM  
Date Announced
:
27/12/1999  

Type : Announcement
Subject : KIA LIM BERHAD("KLB" OR "THE COMPANY")

Proposed Establishment Of An Employee Share Option Scheme ("Proposed ESOS")

Contents :

1. INTRODUCTION
      Aseambankers Malaysia Berhad ("Aseambankers"), on behalf of the Board of Directors of Kia Lim Berhad ("KLB" or "the Company"), is pleased to announce that the Board of Directors has proposed the establishment of an employee share option scheme ("ESOS") ("Proposed ESOS") for the benefit of all eligible employees and executive directors of the KLB and its subsidiaries ("KLB Group").


2. THE PROPOSD ESOS
      The Proposed ESOS will allow granting of options to all eligible employees and executive directors giving them the right to subscribe for new shares of RM1.00 each in KLB, subject to the terms and conditions of the bye-laws of the Proposed ESOS.

      The total number of KLB shares which may be made available under the Proposed ESOS shall not exceed ten per cent (10%) of the issued and paid-up share capital of the Company at any point in time during the existence of the Proposed ESOS.

      The price at which the grantee is entitled to subscribe for shares under the option shall be the average of the mean market quotation of the shares (calculated as the average of the highest and lowest prices of the shares transacted) as shown in the Daily Official List issued by the KLSE for the five (5) market days immediately preceding the date of offer. Notwithstanding this, the exercise price per share shall in no event be less than its par value.

      The duration of the ESOS shall be for five (5) years from the latest date of approval of the relevant authorities.

3. RATIONALE
      The Proposed ESOS will assist the Company to :-
      (a) motivate and encourage eligible employees of the Group towards greater dedication and loyalty with enhanced productivity;
      (b) reward and retain eligible employees whose services are vital to the Group’s businesses, continued growth and future expansion;
      (c) allow eligible employees to participate in the equity of the Company and to relate directly to their performance; and
      (d) give additional benefits to eligible employees without having to immediately strain the financial position of the Company.


4. FINANCIAL EFFECTS OF THE PROPOSED ESOS
      The proforma financial effects of the Proposed ESOS on the share capital, net tangible assets ("NTA") and earnings of the Company are as follows :
      4.1 Share Capital
          Assuming full exercise of the Options pursuant to the Scheme, the issued and paid-up share capital of the Company will be increased as follow: -
RM
Existing as at 31 November 1999
40,500,000
Proposed maximum number of new shares to be issued pursuant to the exercise of the Options under the Proposed ESOS
4,050,000
Enlarged Share Capital
44,550,000

4.2 NTA
          The Proposed ESOS will have no immediate effect on the NTA of the KLB Group until such time when the options granted pursuant to the Proposed ESOS are exercised.
          The effects on the NTA will depend on the number of options exercised under the Proposed ESOS and the exercise price at any particular point in time.
      4.3 Earnings
          The Proposed ESOS will have no immediate effect on the earnings of the Company. However, the earnings per share of the Company may be diluted proportionately due to the increased number of shares after the full exercise of the Proposed ESOS.

5. CONDITIONS OF THE PROPOSAL
      The Proposed ESOS is conditional upon the approval of the following :-
      (a) the Securities Commission;
      (b) the Registrar of Companies;
      (c) the shareholders of the Company in general meeting; and
      (d) the KLSE for the approval of the Bye-Laws, the Proposed ESOS and the listing of and quotation for the new ordinary shares to be issued pursuant to the exercise of the Options to be granted under the Proposed ESOS.


6. DIRECTORS’ INTEREST
      Save for those who are entitled to participate in the Proposed ESOS and to be approved by the shareholders of KLB, none of the other directors of KLB Group has any interest, direct or indirect, in the Proposed ESOS.

7. SUBMISSION TO RELEVANT AUTHORITIES
      Submission of the application to the relevant authorities will be made within three (3) months from the date of this announcement.
A circular to shareholders detailing the Proposed ESOS will be dispatched to shareholders in due course.



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