BSA International Bhd, which is seeking a transfer of listing to the main board of the KLSE, has proposed a 1-for-2 bonus issue of 44 million new shares of 50 sen each and a private placement of up to 12 million new shares of 50 sen each, representing not more than 10% of the issued and paid up share capital of the company.
The company expects to be transferred to the main board of the KLSE on or after May 30.
The BSA Group is primarily involved in the manufacture and sale of 13-inch to 20-inch aluminium alloy wheels for passenger cars as well as four-wheel drives and light pick-up trucks.
In addition to producing various designs of aluminium alloy wheels under the normal silver finishing, the group manufactures aluminium alloy wheels with higher premium chrome finishing. It is also involved in the sale and distribution of tyres and related accessories.
On completion of the proposed bonus issue, the issued and paid-up share capital of BSA will increase from RM40mil, comprising 80,000,000 BSA shares as at Dec 31 last year, to RM60mil comprising 120,000,000 BSA shares, which will meet the minimum issued and paid-up share capital required of companies seeking a listing on the main board.
BSA has been listed on the second board of the KLSE since May 30, 2002. It proposed the transfer to the main board after meeting the criteria that a company listed on the second board must be listed for at least one year before it can be transferred to the main board.
The company said in a statement to the KLSE that the proposed private placement would enable the company to raise funds to finance its working capital requirement and to repay borrowings of the BSA Group. The placement price will be determined based on a discount of not more than 10% to the five-day weighted average market price of the company's shares immediate preceding the price fixing date, or at the par value of BSA shares, whichever is higher.
The proposed bonus issue was to enable BSA to meet the minimum share capital requirement of RM60mil to qualify for the proposed transfer listing and to enable the company to increase its issued and paid-up share capital to a level which would be more reflective of the existing operations and assets employed by the group.
According to the company, the proposed transfer of listing is expected to enhance, among other things, the group's prestige, reputation, credit standing, recognition and prominence among investors, bankers, business partners, customers and suppliers.
BSA said it was qualified to be promoted to the main board because it had met the historical profit requirement of the SC based on its aggregate after-tax profit for the five years ended Dec 31 1997 to 2001, which amounted to RM46.41mil. The audited profit after tax for the financial year ended Dec 31, 2001, the most recent financial year end, was RM17.1mil. Based on the unaudited consolidated results of BSA for the nine months ended Sept 30, 2002, the consolidated profit after tax of the company was RM13.4mil.
The directors of BSA are confident that the group will be able to achieve the profit forecast for the financial year ended Dec 31, 2002, as quoted in its prospectus dated Apr 29, 2002, within a deviation of not more than 10% as allowed by the SC.