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BURSA ANNOUNCEMENTS

CIRCULAR TO SHAREHOLDERS


Subject
CIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PART A

(I) PROPOSED REDUCTION OF RM58,180,469 FROM THE ISSUED AND PAID-UP SHARE CAPITAL OF SMPC CORPORATION BHD. (“SMPC”) PURSUANT TO SECTION 64(1) OF THE COMPANIES ACT, 1965, BY WAY OF CANCELLATION OF RM0.90 FROM THE PAR VALUE OF THE EXISTING ORDINARY SHARES OF RM1.00 EACH IN SMPC AND THEREAFTER THE CONSOLIDATION OF TEN (10) ORDINARY SHARES OF RM0.10 EACH INTO ONE (1) NEW ORDINARY SHARE OF RM1.00 EACH (“NEW SMPC SHARE”) (“PROPOSED CAPITAL REDUCTION AND CONSOLIDATION”);

(II) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF SMPC FROM RM100,000,000 COMPRISING 100,000,000 ORDINARY SHARES OF RM1.00 EACH TO RM800,000,000 COMPRISING 800,000,000 ORDINARY SHARES OF RM1.00 EACH (“PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL”);

(III) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF SMPC (“M&A”) TO FACILITATE THE INCREASE IN THE AUTHORISED SHARE CAPITAL OF SMPC PURSUANT TO THE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL (“PROPOSED M&A AMENDMENTS”);

(IV) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO 19,393,488 NEW SMPC SHARES (“RIGHTS SHARES”) TOGETHER WITH UP TO 9,696,744 FREE WARRANTS AT AN ISSUE PRICE OF RM1.00 PER RIGHTS SHARE ON THE BASIS OF SIX (6) RIGHTS SHARES TOGETHER WITH THREE (3) FREE WARRANTS FOR EVERY TWO (2) NEW SMPC SHARES HELD AFTER THE PROPOSED CAPITAL REDUCTION AND CONSOLIDATION ON A DATE TO BE DETERMINED BY THE BOARD OF DIRECTORS OF SMPC AND TO BE ANNOUNCED LATER (“ENTITLEMENT DATE”) BASED ON A MINIMUM SUBSCRIPTION LEVEL OF 10,000,000 RIGHTS SHARES TOGETHER WITH 5,000,000 FREE WARRANTS (“PROPOSED RIGHTS ISSUE OF SHARES WITH WARRANTS”);

(V) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF UP TO RM19,393,488 NOMINAL VALUE OF ZERO COUPON 10-YEAR IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) (“RIGHTS ICULS”) AT 100% OF THE NOMINAL VALUE OF RM0.10 EACH TOGETHER WITH UP TO 9,696,744 FREE WARRANTS ON THE BASIS OF RM6.00 NOMINAL VALUE OF RIGHTS ICULS TOGETHER WITH THREE (3) FREE WARRANTS FOR EVERY TWO (2) NEW SMPC SHARES HELD AFTER THE PROPOSED CAPITAL REDUCTION AND CONSOLIDATION ON THE ENTITLEMENT DATE BASED ON A MINIMUM SUBSCRIPTION LEVEL OF RM2,000,000 NOMINAL VALUE OF RIGHTS ICULS TOGETHER WITH 1,000,000 FREE WARRANTS (“PROPOSED RIGHTS ISSUE OF ICULS WITH WARRANTS”);

(VI) PROPOSED RESTRICTED ISSUE OF UP TO 5,969,800 NEW WARRANTS (“RIGHTS WARRANTS”) TO THE HOLDERS OF THE UNEXERCISED 2000/2010 WARRANTS (“UNEXERCISED WARRANTS”) ON 19 NOVEMBER 2010, BEING THE MARKET DAY IMMEDIATELY PRECEDING THE EXPIRY DATE OF THE 2000/2010 WARRANTS (“EXPIRY DATE”) AT AN ISSUE PRICE OF RM0.02 PER RIGHTS WARRANT ON THE BASIS OF TWO (2) RIGHTS WARRANTS FOR EVERY FIVE (5) UNEXERCISED WARRANTS HELD AT THE EXPIRY DATE (“PROPOSED RESTRICTED ISSUE OF WARRANTS”);

(VII) PROPOSED SETTLEMENT TO A CREDITOR INVOLVING THE ISSUANCE OF 7,500,000 NEW SMPC SHARES AT AN ISSUE PRICE OF RM1.00 PER NEW SMPC SHARE AND RM3,700,000 NOMINAL VALUE OF ICULS AT 100% OF THE NOMINAL VALUE OF RM0.10 EACH AFTER THE PROPOSED CAPITAL REDUCTION AND CONSOLIDATION (“PROPOSED CREDITOR SETTLEMENT”); AND

(VIII) PROPOSED RESTRUCTURING OF DEBTS OWING TO CERTAIN FINANCIAL INSTITUTION CREDITORS BY SMPC AND ITS SUBSIDIARIES AFTER THE PROPOSED CAPITAL REDUCTION AND CONSOLIDATION (“PROPOSED DEBT RESTRUCTURING”).

PART B

PROPOSED SHAREHOLDERS’ MANDATE ON RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
Attachment
SMPC Corporation Bhd - Circular.pdf


Please refer attachment below.

Files
File 1
Attachments
File Name

ANNOUNCEMENT INFO

Reference No MM-111230-44743
Company Name: SMPC Corporation Bhd.
Stock Name: SMPC
Date Announces: 30 Dec 2011
Category: Document Submission
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