Table 1 - Revisions in the mode of settlement for the Unsecured FI-Creditors in the LCB Scheme Companies and ACB Scheme Companies
Debtor Companies
Scenario
Amount addressed and mode of settlement
Bonds/ Consolidated & Rescheduled Debts
PLC Shares
RCCPS
LCB Scheme Companies
Revised GWRS Proposals
87.5% of
Adjusted Applicable Debts12.5% of
Adjusted Applicable Debts-
Further Revisions
84.5% of
Adjusted Applicable Debts15.5% of
Adjusted Applicable Debts-
ACB Scheme Companies
Revised GWRS Proposals
84.84% of
Adjusted Applicable Debts15.16% of
Adjusted Applicable Debts-
Further Revisions
84.76% of
Adjusted Applicable Debts15.24% of
Adjusted Applicable Debts-
Notes to Table 1:
(1) The portion of the indebtedness owing to FI-Creditors, which is unsecured, shall be termed as "Unsecured FI-Creditors".
(2) "Adjusted Applicable Debt(s)" refers to the "Outstanding Principal Amount(s)" owing to the FI-Creditors less the "Principal Waived"."Outstanding Principal Amount(s)" refers to the principal amount(s) owing to the FI-Creditors as at the "Effective Date" inclusive of capitalization of all interest (including penalty interest) in accordance with (i) existing terms of the facilities of the FI-Creditors for the period up to 30 September 2001 (inclusive) and (ii) at the following base rates as at 28 September 2001 for the period from 1 October 2001 to the "Effective Date" (both dates inclusive):
a) For debt denominated in USD : 3-months USD Singapore Inter Bank Offer Rate – 2.59% per annum
b) For debt denominated in RM : Base Lending Rate of Malayan Banking Berhad – 6.40% per annum
For Unsecured FI-Creditors,"Principal Waived" = Outstanding Principal Amount – "Reference Principal Amount""Reference Principal Amount(s)" refers to the principal amount(s) owing to the FI-Creditors as at 30 June 1999, whilst "Accrued Interest" refers to accrued interest (excluding penalty interest) owing to the FI-Creditors for the period between 1 July 1999 and the Effective Date (both dates inclusive).
The "Effective Date" means the date on which the Further Revisions come into effect upon lodgment of an official copy of the court orders with the Registrar of Companies, Malaysia.For the FI-Creditors whose interest between 1 July 1999 and the Effective Date (both dates inclusive) is serviced ("Further Sum"), their Outstanding Principal Amounts shall be subject to an additional waiver equivalent to the Further Sum.
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Table 2 – Amount of Bonds and Consolidated and Rescheduled Debts, PLC Shares and RCCPS to be issued to FI-Creditors and Inter-PLC Creditors
<-------Bonds-------->
Amount converted into PLC Shares
Amount converted into RCCPS
For FI Creditors
For Purchase Consideration / Inter-PLC Payment
Consolidated and Rescheduled Debts
Total
RM 'mil
RM'mil
RM 'mil
RM'mil
USD 'mil
RM'mil
Further Revisions
LCB Scheme Companies
291.31
-
517.20
1,073.22
2.66
1,891.84
LLB Scheme Companies
131.00
-
327.06
75.00
58.44
755.13
ACB Scheme Companies
544.64
-
998.41
184.96
613.71
4,060.11
AMB Scheme Companies
32.74
32.74
24.43
120.40
138.95
738.32
------------
-------------
-------------
--------------
--------------
------------
999.69
32.74
1,867.10
1,453.58
813.76
7,445.40
=======
=======
=======
========
========
=======
Revised GWRS Proposals
LCB Scheme Companies
246.08
-
534.01
1,183.45
2.75
1,973.99
LLB Scheme Companies
131.00
-
327.06
108.90
58.44
789.03
ACB Scheme Companies
547.64
-
999.50
275.04
613.85
4,154.81
AMB Scheme Companies
32.74
32.74
24.43
120.40
138.95
738.32
-------------
-------------
-------------
--------------
--------------
------------
957.46
32.74
1,885.00
1,687.79
813.99
7,656.15
=======
=======
=======
========
========
=======
Notes:
(1) The above amounts are inclusive of, inter-alia, up-front cash payments and the Bonds to be issued for repayment of inter-company payables by each listed group to other companies of another listed group and as payment of purchase considerations for the proposed acquisitions as described in this announcement and earlier announcements dated 5 July 2000, 11 September 2000, 19 October 2000 and 8 October 2001.
(2) "RCCPS" denotes redeemable cumulative convertible preference shares in AMB.
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Table 3 – Indicative number of PLC Shares and RCCPS to be issued
Further Revisions
Revised GWRS Proposals
Shares 'mil
Shares 'mil
LCB
·
For equity kickers, debt-equity conversion and Non-FI Creditors396.14
352.92
LLB
·
For equity kickers, debt-equity conversion and Non-FI Creditors264.51
265.26
ACB
·
For equity kickers, debt-equity conversions and Non-FI Creditors712.34
720.17
AMB
·
For equity kickers and debt-equity conversion54.12
53.85
·
For conversion of RCCPS29.76
29.76
Notes:
(1) For illustrative purposes only, the number of PLC Shares to be issued as shown above, is calculated assuming an issue price of RM1.05 per PLC Share for the related-party transactions as set out in Section 2.2.2 above and at RM1.00 per PLC Shares for all other transactions. The final issue price/value of the PLC Shares shall be fixed after the receipt of the SC's approval for the Further Revisions and at a price to be agreed by the relevant parties based on the then theoretical market price of the PLC Shares (calculated using the market price of the PLC Shares prevailing after the SC's approval and after adjusting for the proposed capital reconstruction for the relevant share, subject to a minimum issue price of the par value of the PLC Shares of RM1.00. In the case of the related-party transactions as set out in Section 2.2.2 above, the final issue price/value of the PLC Shares shall be fixed at a 5% premium to the then theoretical market price of the PLC Shares, subject to a minimum issue price of the par value of the PLC Shares of RM1.00 provided the theoretical market price shall be below 95 sen.
(2) For illustrative purposes only, the number of AMB Shares to be issued pursuant to full conversion of the RCCPS as shown above, is calculated assuming a conversion price of RM1.10 per AMB Share. The conversion price of the RCCPS shall be fixed after the receipt of the SC's approval and at a 10% premium to the final issue price of the new AMB Shares to be issued to the FI-Creditors for the AMB Scheme Companies ("Issue Price"). The Issue Price of the new AMB Shares shall be determined after the receipt of the SC's approval and at a price to be agreed by the relevant parties based on the then theoretical market price of the AMB Shares (calculated using the market price of AMB Shares prevailing after the SC's approval and after adjusting for the proposed capital reconstruction for AMB Shares), subject to a minimum issue price of the par value of the AMB Shares of RM1.00.
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Table 4 – Financial Effects
Before the Further Revisions
(Audited Consolidated as at 30 June 2001)After the Further Revisions
LCB
RM'mil
RM'mil
Issued and paid-up share capital
182.90
938.06
Number of shares (RM1.00 each) (mil)
182.90
938.06
Consolidated NTA
(394.79)
401.13
Consolidated NTA per share (RM)
(2.16)
0.43
Gearing (times)
Not Meaningful
2.9
Before the Further Revisions
(Audited Consolidated as at 30 June 2001)After the Further Revisions
LLB
RM'mil
RM'mil
Issued and paid-up share capital
593.38
709.55
Number of shares (RM1.00 each) (mil)
593.38
709.55
Consolidated NTA
643.80
1,525.04
Consolidated NTA per share (RM)
1.08
2.15
Gearing (times)
2.40
1.27
Before the Further Revisions
(Audited Consolidated as at 30 June 2001)After the Further Revisions^
AMB
RM'mil
RM'mil
Issued and paid-up share capital
147.45
368.26
Number of shares (RM1.00 each) (mil)
147.45
368.26
Consolidated NTA
25.16
306.90
Consolidated NTA per share (RM)
0.17
0.83
Gearing (times)
22.38
2. 50
^ Assuming full conversion of RCCPS at a conversion price of RM1.10 per AMB Share.
Before the Further Revisions
(Audited Consolidated as at 30 June 2001)After the Further Revisions*
ACB
RM'mil
RM'mil
Issued and paid-up share capital
629.80
1,598.27
Number of shares (RM1.00 each) (mil)**
1,259.59
1,598.27
Consolidated NTA
(821.02)
1,273.71
Consolidated NTA per share (RM)
(0.65)
0.80
Gearing (times)
(16.1)
2.5
* Assuming conversion of the new 4 1/2 years Warrants
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