KPJ announcement : new bonus issue, right issue

KPJ HEALTHCARE BERHAD (“KPJ” OR THE “COMPANY”)

(I) PROPOSED BONUS ISSUE;
(II) PROPOSED RIGHTS ISSUE;
(III) PROPOSED EXEMPTION;
(IV) PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL; AND
(V) PROPOSED AMENDMENTS

(i) Proposed bonus issue of up to 329,766,497 new ordinary shares of RM0.50 each in KPJ (“KPJ Share(s)” or “Share(s)”) (“Bonus Share(s)”) on the basis of one (1) Bonus Share for every two (2) existing KPJ Shares held on an entitlement date to be determined later ( “Entitlement Date”) (“Proposed Bonus Issue”);

(ii) Proposed renounceable rights issue of up to 43,968,866 KPJ Shares (“Rights Share(s)”) on the basis of one (1) Rights Share for every fifteen (15) existing KPJ Shares held on the Entitlement Date together with up to 87,937,732 free detachable new warrants 2013/2018 (“New Warrant(s)”) on the basis of two (2) New Warrants for every one (1) Rights Share subscribed (“Proposed Rights Issue”);

(iii) Proposed exemption under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-Overs and Mergers 2010 (“Code”) to Johor Corporation (“JCorp”) and the parties acting in concert with it (“PAC(s)”) from the obligation to extend a mandatory take-over offer for the remaining KPJ Shares, Warrants 2010/2015 (as defined herein) and New Warrants not already held by them pursuant to the Proposed Rights Issue (“Proposed Exemption”);

(iv) Proposed increase in the authorised share capital of KPJ from RM500,000,000 comprising 1,000,000,000 KPJ Shares to RM750,000,000 comprising 1,500,000,000 KPJ Shares (“Proposed Increase in Authorised Share Capital”); and

(v) Proposed amendments to the Memorandum and Articles of Association (“M&A”) of KPJ (“Proposed Amendments”)

This announcement is dated on 29.7.13

notes : KPJ closed at RM 6.72 on monday 29.7.13

KPJ fell 62 sen to RM6.63

KUALA LUMPUR: KPJ Healthcare Bhd saw RM404.6mil erased from its market capitalisation at midday on Monday after it was ordered to pay RM70.48mil as damages in a legal suit.

At midday, the shares fell 62 sen to RM6.63 with 4.09 million shares done. This saw its market capitalisation reduced from RM4.74bil (based on Friday's closing price of RM7.25 and its paid-up of 653.9 million shares) to RM4.335bil.

Its warrants, KPJ-WA fell 41 sen to RM5 and its call warrants, KPJ-CJ lost 10 sen to 11.5 sen.

Last Friday, KPJ announced that the High Court had allowed the plaintiff Dr Mohd Adnan Sulaiman's  claim against the healthcare provider and awarded RM70.48mil as damages and costs of RM150,000.

Dr Adnan had sued the  company for breaching the joint venture agreement incorporating shareholders' agreement dated May 30, 1995.

Alliance Research said the sum awarded represented 43.8% of its FY13 core net profit estimates.

"We lower our FY13 net profit estimates by 41.4% and but leave our FY13 core net profit estimates unchanged. Furthermore, we see downside risk to KPJ's dividends despite an appeal to the Court of Appeal and ample cash of RM232.9m as of 1QFY13," it said.

Alliance Research said with the recent share-price run, FY13 and FY14 P/E valuations had been stretched to 28.7 times and 27.6 times respectively which were unjustified despite a 15.1% three-year earnings CAGR.

 "Given this setback and risk of longer than expected gestation period for upcoming new hospitals, we downgrade from neutral to SELL with a higher target price of RM6.32 as we rollover valuation to FY14," it said.

KPJ > announcement > material litigation

Company Name	KPJ HEALTHCARE BERHAD
Stock Name	KPJ
Date Announced	26 Jul 2013

MATERIAL LITIGATION 

Type	Announcement
Subject	MATERIAL LITIGATION
Description	Johor Bahru High Court Writ Summons No : 23NCVC-74-05/2012 Plaintiffs : Dr Mohd Adnan Bin Sulaiman Azizan Bin Sulaiman Defendant : Kumpulan Perubatan (Johor) Sdn Bhd ("The Company")

This announcement is in respect of Johor Bahru High Court Writ Summons No.23NCVC-74-05/2012 filed by Plaintiffs against The Company wherein the Plaintiffs alleged that the Defendant had breached the Joint Venture Agreement Incorporating Shareholders' Agreement dated 30.5.1995.

The Company wishes to announce that the Honourable Judge Abdul Rahman Bin Sebli on 26.7.2013 allowed the Plaintiffs claim against the Defendant and awarded the sum of   RM 70.486 million   as damages and costs for the sum of RM 150,000.00.

The Company has instructed its solicitors, Messrs Zainal Abidin & Co to file an Appeal at the Court of Appeal against the said Judgement.

*note : KPJ closed at RM 7.25 on friday 26.7.2013