KUALA LUMPUR (Jan 22): PLS Plantations Bhd has proposed to place out 19 million new shares in the durian planter to CIMB Group Holdings Bhd ex-chairman Datuk Seri Nazir Razak at 95 sen each under a private placement of up to 10% of the total number of issued shares in the company to improve its public shareholding spread and raise money to finance the expansion of its existing business.
In a filing with Bursa Malaysia today, PLS said the private placement, which includes share placements to other independent third party investors, will also enable the company to raise funds to partially repay the group’s bank borrowings which stood at approximately RM121.48 million as at Dec 31, 2020.
"PLS is currently in non-compliance with the public shareholding spread requirement as set out in Paragraph 8.02(1) of the Listing Requirements, which stipulates that a listed issuer must ensure that at least 25% of its total listed shares (excluding treasury shares) are in the hands of public shareholders, and the proposed placement is mainly undertaken to improve the public shareholding spread of the company and potentially increase the liquidity of PLS shares arising from the increase in the number of the PLS shares in issue.
"To recapitulate, PLS on Dec 9, 2019 announced that based on the company’s record of depositors as at Nov 29, 2019, the public shareholding spread of the company stood at 23.32%, which was not in compliance with the public spread requirement.
"Since then, PLS has not been able to rectify its public shareholding spread, and on Oct 8, 2020, PLS further announced that the company had yet to comply with the public spread requirement, and Bursa has granted the company a further extension of time until Feb 28, 2021 to comply with the public spread requirement,” PLS said.
PLS said the share placement will entail the issuance of up to 52.61 million (52,605,000) new PLS shares representing up to 10% of the total number of issued PLS shares.
According to PLS, placement of the 19 million new shares to Nazir will enable the company to onboard him as a strategic investor.
PLS said it today (Jan 22, 2021) entered into a subscription agreement with Nazir, who is currently the chairman and founding partner of Ikhlas Capital Singapore Pte Ltd, a private equity firm based in Singapore with presence in Malaysia, Jakarta and Manila.
"Subject to the terms and conditions of the subscription agreement, the subscriber agrees to subscribe to, and the company agrees to issue and allot to the subscriber, 19 million placement shares free from any encumbrance for a total cash consideration of RM18.05 million (RM18,050,000) at RM0.95 per placement share in accordance with the terms and conditions of the subscription agreement.
"While 19 million placement shares will be issued and allotted to the subscriber in accordance with the terms and conditions of the subscription agreement, the remaining placement shares of up to 33.61 million (33,605,000) shares will be placed out to other independent third-party investors to be identified at a later date, and such placees shall be persons or parties who/which qualify under Schedules 6 and 7 of the Capital Markets and Services Act 2007.
"The identity of the placees, the number of placement shares to be placed out to each of the placees as well as the issue price of the remaining placement shares will be determined and finalised by the board at a later date. The proposed placement will be implemented in tranches,” PLS said.
Looking ahead, PLS said that barring any unforeseen circumstances and subject to approvals of relevant authorities being obtained, the proposed share placement is expected to be completed in the first quarter of 2021 (1Q21).
RHB Investment Bank Bhd is the principal adviser and placement agent for PLS under the proposed share placement, while Astramina Advisory Sdn Bhd is the financial adviser to PLS.
In a separate Bursa filing, PLS said its securities' trade was halted from 11.07am to 2.30pm today in conjunction with the private placement announcement.
At 5pm, PLS' share price closed up four sen or 4.26% at 98 sen for a market capitalisation of about RM355.94 million.
PLS' latest reported number of issued shares stood at 363.2 million.