RCECAP - Notice of Book Closure

1) Capital repayment of RM0.075 for each ordinary share of RM0.10 each in RCE Capital Berhad ("RCE") ("Capital Repayment").

2) Share consolidation involving the consolidation of every four (4) ordinary shares of RM0.025 each in RCE Capital Berhad ("RCE") into one (1) ordinary share of RM0.10 each in RCE ("Consolidated Share") after the Share Capital Reduction ("Share Consolidation").

Kindly be advised of the following : 

1)  The above Company's securities will be traded and quoted "Ex - All” as from: 21 Apr 2016
2)  The last date of lodgment : 25 Apr 2016
3)  Date Payable : 6 May 2016

Remarks 1 : Reference is made to RCE's announcement dated 11 April 2016 in relation to the entitlement date of the Share Consolidation ("Announcement"). Unless otherwise stated, the definitions used throughout this announcement shall have the same meaning as defined in the Announcement. Please note that the entitlement date of the Capital Repayment and Share Consolidation is on 25 April 2016. Accordingly, shareholders of RCE whose names appear in RCE's Record of Depositors as at 5.00 p.m. on 25 April 2016 shall be entitled to both the Capital Repayment and Share Consolidation. The Capital Repayment will be implemented by way of a reduction of the issued and paid-up share capital of RCE under Section 64 of the Companies Act, 1965, whereby the par value of each ordinary share in RCE will be reduced from RM0.10 per share to RM0.025 per share ("Share Capital Reduction") as approved by RCE's shareholders on 14 January 2016 and confirmed by the High Court of Malaya on 5 April 2016. RCE's shareholders, whose names appear in RCE's Record of Depositors as at 5.00 p.m. on 25 April 2016 ("Capital Repayment Entitlement Date"), shall receive a cash distribution under the Capital Repayment of RM0.075 for each ordinary share of RM0.10 each in RCE held on the Capital Repayment Entitlement Date. The trading of RCE shares on the Main Market of Bursa Malaysia Securities Berhad will not be suspended for the purpose of the Capital Repayment. RCE's shareholders are not required to take any action in respect of the Capital Repayment. This announcement is dated 11 April 2016.

Remarks 2 : Reference is made to RCE's announcement dated 11 April 2016 in relation to the entitlement date of the Capital Repayment ("Announcement"). Unless otherwise stated, the definitions used throughout this announcement shall have the same meaning as defined in the Announcement. Please note that the entitlement date of the Capital Repayment and Share Consolidation is on 25 April 2016. Accordingly, shareholders of RCE whose names appear in RCE's Record of Depositors as at 5.00 p.m. on 25 April 2016 shall be entitled to both the Capital Repayment and Share Consolidation. The Capital Repayment involves a cash distribution of RM0.075 for each ordinary share of RM0.10 each in RCE held on the Capital Repayment Entitlement Date. The Capital Repayment will be implemented by way of Share Capital Reduction as approved by RCE's shareholders on 14 January 2016 and confirmed by the High Court of Malaya on 5 April 2016. Immediately after the Share Capital Reduction, RCE will undertake the Share Consolidation. In determining shareholders' entitlement to the Consolidated Shares, fractional entitlements, if any, will be disregarded and shall be dealt with in such manner as the Board of Directors of RCE shall in its absolute discretion deems fit and expedient in order to minimize the incidence of odd lots, and in the best interest of RCE. The date of the listing of and quotation for the Consolidated Shares shall be on 26 April 2016, being the next market day immediately after the entitlement date of the Share Consolidation. There will be no suspension of trading of RCE shares on Bursa Malaysia Securities Berhad ("Bursa Securities") for the purpose of implementing the Share Consolidation. The notices of allotment will be issued and despatched to all the entitled shareholders of RCE within four (4) market days after the date of the listing of and quotation for the Consolidated Shares on the Main Market of Bursa Securities. RCE's shareholders are not required to take any action in respect of the Share Consolidation. This announcement is dated 11 April 2016.

Remarks 3 :  Participating Organisations are to take note of the following Capital Repayment and Share Consolidation exercise by RCE CAPITAL BERHAD. 

The Capital Repayment and Share Consolidation comprise the following:-

(a) Capital repayment of RM0.075 for each ordinary share of RM0.10 each in RCE Capital Berhad ("Capital Repayment") by way of a reduction of the issued and paid-up share capital of RCE under Section 64 of the Companies Act, 1965, whereby the par value of each ordinary share in RCE will be reduced from RM0.10 per share to RM0.025 per share ("Share Capital Reduction").

(b) Share consolidation involving the consolidation of every four (4) ordinary shares of RM0.025 each in RCE Capital Berhad ("RCE") into one (1) ordinary share of RM0.10 each in RCE ("Consolidated Share") after the Share Capital Reduction ("Share Consolidation").

In relation to the Capital Repayment and Share Consolidation undertaken by RCECAP as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 21 April 2016, trading of RCECAP shares will be base on  the newly adjusted share after the Capital Repayment and Share Consolidation of RCECAP shares,

(b) on the basis of settlement taking place on or after 25 April 2016 with consolidated      RCECAP shares of RM 0.10 each, any entitled shareholder who owns RCECAP shares as at Ex-date may sell only up to the maximum RCECAP shares he expects to receive after the Capital Repayment and Share Consolidation, i.e. the reduced amount, on or after the Ex-date 21 April 2016.   

With the adjustments pursuant to the Capital Repayment and Share Consolidation effected on RCECAP shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled RCECAP shareholder may use the following basis to estimate the maximum number of RCECAP shares that he may sell from the Ex-date until the Book Closing Date which is from 21 April 2016 until 25 April 2016.

Number of RCECAP shares that may be                =       Number of shares held x 0.25

sold on 21 April 2016 until 25 April 2016                       (All fractional shares computed should be disregarded) 

Illustration:

For example, if Mr X owns or purchases 1000 RCECAP shares (of RM 0.10 par value each) on cum basis on 20 April 2016, his CDS account would still show 1000 RCECAP shares (of RM 0.10 par value each) until 25 April 2016. However, as a result of the above Capital Repayment and Share Consolidation exercise, Mr X’s 1000 RCECAP shares of RM 0.10 each in his CDS account will be adjusted to 250 RCECAP shares of RM 0.10 each on the night of 25 April 2016 which is the Book Closing Date. Therefore Mr X may, if he so wishes, sells only up to 250 RCECAP shares of RM 0.10 each on or after the Ex-date i.e. from 21 April 2016 onwards.  

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 21 April 2016 until 25 April 2016, they are only entitled to sell the maximum of 25% of the shares owned before the Ex-date. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position.

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