RCE CAPITAL BERHAD MULTIPLE PROPOSALS

Type	:	Announcement
Subject	:	MULTIPLE PROPOSALS
Description	:	RCE CAPITAL BERHAD ("RCE" OR "COMPANY") - Proposed Bonus Issue - Proposed Rights Issue - Proposed Exemption - Proposed Increase In Authorised Share Capital - Proposed Amendments I - Proposed Amendments II (Collectively referred to as the "Proposals")
Attachments	:	RCE Capital Berhad - Announcement (14.02.12).pdf
Announcement Details/Table Section : On behalf of the Board of Directors of RCE (“Board”), Hong Leong Investment Bank Berhad (“HLIB”), is pleased to announce that the Company proposes to undertake the following: (i)    proposed bonus issue of up to 399,332,037 new ordinary shares of RM0.10 each in RCE (“Bonus Shares”) to be credited as fully paid-up on the basis of 1 Bonus Share for every 2 existing ordinary shares of RM0.10 each held in RCE ("Shares") (“Proposed Bonus Issue”); (ii)   proposed renounceable rights issue of up to 479,198,444 new redeemable convertible non-cumulative preference shares of RM0.10 each in RCE (“RCPS”) on the basis of 2 RCPS for every 5 Shares held after the Proposed Bonus Issue (“Proposed Rights Issue”); (iii)  proposed exemption to Cempaka Empayar Sdn Bhd ("Cempaka") and persons acting in concert with Cempaka from the obligation to undertake a take-over offer for all the remaining Shares and convertible securities in RCE not already owned by them under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-Overs and Mergers, 2010 (“Proposed Exemption”); (iv)  proposed increase in the authorised share capital of RCE from RM200,000,000 comprising 2,000,000,000 Shares to RM400,000,000 comprising 3,000,000,000 Shares and 1,000,000,000 RCPS (“Proposed Increase In Authorised Share Capital”); (v) proposed amendments to the Memorandum and Articles of Association of RCE in respect of the issuance of RCPS pursuant to the Proposed Rights Issue and Proposed Increase in Authorised Share Capital (“Proposed Amendments I”); and (vi) proposed amendments to the Articles of Association of RCE to reflect the amendments made to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Proposed Amendments II”); The Proposed Bonus Issue, Proposed Rights Issue, Proposed Exemption, Proposed Increase in Authorised Share Capital and Proposed Amendments I are collectively referred to as the “Proposals”. Further details on the Proposals and Proposed Amendments II are set out in the attachment. This announcement is dated 14 February 2012.

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