19 May

19/05/2011 – General Announcement

General Announcement
Reference No OI-110519-58867
Submitting Merchant Bank
:
OSK INVESTMENT BANK BERHAD
Company Name
:
CAREPLUS GROUP BERHAD (ACE Market)
Stock Name
:
CAREPLS
Date Announced
:
19/05/2011
Admission Sponsor
:
OSK Investment Bank Bhd
Sponsor
:
Same as above
Type
:
Announcement
Subject
:
NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
Description
:
CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”)

PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND

PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”)
(COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”)

Announcement Details/Table Section :All defined terms used in this announcement, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 28 April 2011 in relation to the Proposals.

We refer to the announcements dated 28 April 2011, 4 May 2011, 5 May 2011 and 16 May 2011 in relation to the Proposals.

On behalf of the Board, we are pleased to announce that the Controller of Foreign Exchange (via Bank Negara Malaysia) had vide its letter dated 12 May 2011 (which was received on 19 May 2011), approved the issuance of free Warrants to the non-resident entitled shareholders of Careplus pursuant to the Proposed Bonus Issue of Warrants.

This announcement is dated 19 May 2011.

16 May

16/05/2011 – General Announcement

General Announcement
Reference No OI-110516-52890
Submitting Merchant Bank
:
OSK INVESTMENT BANK BERHAD
Company Name
:
CAREPLUS GROUP BERHAD (ACE Market)
Stock Name
:
CAREPLS
Date Announced
:
16/05/2011
Admission Sponsor
:
OSK Investment Bank Bhd
Sponsor
:
Same as above
Type
:
Announcement
Subject
:
NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)
COMBINATION OF NEW ISSUE OF SECURITIES
Description
:

CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”)

PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND

PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”)

(COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”)

Announcement Details/Table Section :We refer to the announcements dated 28 April 2011, 4 May 2011 and 5 May 2011.

On behalf of the Board of Directors of Careplus, we are pleased to announce that Bursa Malaysia Securities Berhad (“Bursa Securities”) had, vide its letter dated 13 May 2011 (which was received on 16 May 2011), resolved to approve the following:

(i) admission to the official listing of Bursa Securities and the listing of and quotation for 105,000,000 Warrants, to be issued pursuant to the Proposed Bonus Issue of Warrants;

(ii) listing of and quotation for up to 105,000,000 new Careplus Shares, to be issued pursuant to the exercise of the Warrants; and

(iii) listing of and quotation for up to 63,000,000 new Careplus Shares, representing up to 20% of the issued and paid-up ordinary share capital of Careplus, to be issued pursuant to the Proposed Private Placement.

The said approval for the above Proposals is subject to the following conditions:

(i) Careplus / OSK Investment Bank Berhad (“OSK”) are required to make immediate disclosures as per Rule 9.04(q) of the ACE Market Listing Requirements of Bursa Securities (“Listing Requirements”) that requires company to make immediate disclosure on a change in the business plan of the listed corporation that has been previously disclosed;

(ii) The entire Careplus Shares and the Warrants (to be allotted to promoters arising from the Proposed Bonus Issue of Warrants) held by the promoters, to remain under moratorium up to 5 June 2011;

(iii) Careplus / OSK must ensure that the promoters’ aggregate Careplus Shares and Warrants held amounting to at least 45% of the enlarged issued and paid-up ordinary share capital of Careplus, assuming full conversion or exercise of the Warrants, to remain under moratorium from 6 June 2011 up to 5 December 2011;

(iv) The promoters are to provide Bursa Securities with undertaking letters, stating that they will comply with the above moratorium and disclosure of the details of securities to be placed under moratorium condition in the circular to shareholders;

(v) Submission of the following information in respect of the moratorium on the shareholdings of the vendors to Bursa Malaysia Depository Sdn Bhd (“Bursa Depository”):

(a) name of shareholders;

    (b) number of Shares; and
    (c) date of expiry of the moratorium for each block of securities;

(vi) Careplus / OSK are required to furnish a certified true copy of the relevant resolutions passed by the securities holders in the general meeting.

(vii) Careplus / OSK must fully comply with the relevant provisions under the Listing Requirements pertaining to the implementation of the Proposals;

(viii) Careplus / OSK are to inform Bursa Securities upon the completion of the Proposals; and

(ix) Careplus / OSK to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities’ approval once the Proposals are completed.

This announcement is dated 16 May 2011

05 May

05/05/2011 – General Announcement

General Announcement
Reference No OI-110505-64128
Submitting Merchant Bank
:
OSK INVESTMENT BANK BERHAD
Company Name
:
CAREPLUS GROUP BERHAD (ACE Market)
Stock Name
:
CAREPLS
Date Announced
:
05/05/2011
Admission Sponsor
:
OSK Investment Bank Bhd
Sponsor
:
Same as above
Type
:
Announcement
Subject
:
NEW ISSUE OF SECURITIES (CHAPTER 6 OF LISTING REQUIREMENTS)COMBINATION OF NEW ISSUE OF SECURITIES
Description
:

CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”)

PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND

PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”)

(COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”)

Announcement Details/Table Section :

This announcement should be read in conjunction with the earlier announcements made on 28 April 2011 and 4 May 2011. All defined terms used in this announcement, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 28 April 2011 in relation to the Proposals.

We refer to the announcement dated 4 May 2011 in relation to the Proposals. In relation thereto, the Board wishes to further clarify that the exercise price of the Warrants will be determined either at a premium above or at the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, to be determined by the Board after receipt of all relevant approvals for the Proposed Bonus Issue of Warrants, but before the Entitlement Date. In any case, the exercise price of the Warrants will not be lower than the par value of Careplus Shares.

This announcement is dated 5 May 2011.

04 May

04/05/2011 – General Announcement

General Announcement
Reference No OI-110504-62788
Submitting Merchant Bank
:
OSK INVESTMENT BANK BERHAD  
Company Name
:
CAREPLUS GROUP BERHAD (ACE Market) 
Stock Name
:
CAREPLS
Date Announced
:
04/05/2011  
Admission Sponsor
:
OSK Investment Bank Bhd
Sponsor
:
Same as above
Type
:
Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID
:
TE-110429-62757
Subject
:
NEW ISSUE OF SECURITIES

COMBINATION OF NEW ISSUE OF SECURITIES

Description
:
CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”)

PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND

PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”)

(COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”)

Query Letter
content
:
 
Announcement Details/Table Section :

This announcement should be read in conjunction with the earlier announcement made on 28 April 2011. All defined terms used in this announcement, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 28 April 2011 in relation to the Proposals.

We refer to the announcement dated 28 April 2011 in relation to the Proposals (“Announcement”). In relation thereto, the Board wishes to clarify the following:

(1) Basis of determining the exercise price of the Warrants

The exercise price of the Warrants will be determined based on a price by reference to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, to be determined by the Board after receipt of all relevant approvals for the Proposed Bonus Issue of Warrants, but before the Entitlement Date. In any case, the exercise price of the Warrants will not be lower than the par value of Careplus Shares.

The five (5)-day VWAP of Careplus Shares up to and including 27 April 2011, being the last trading date prior to the date of the Announcement was RM0.34. For illustrative purposes, the exercise price of the Warrants is indicatively set at RM0.40 per Careplus Share, which represents a premium of approximately 17.65% or RM0.06 over the five (5)-day VWAP of Careplus Shares up to and including 27 April 2011.

(2) Whether there is any premium or discount on the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, in determining the issue price for the Placement Shares

The Placement Shares will be issued based on a price by reference to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, to be determined by the Board after obtaining all the relevant approvals for the Proposed Private Placement.

The Placement Shares will be issued either at:

(a) a premium above the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date; or

(b) a discount of not more than ten percent (10%) to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date.

In any case, the issue price of the Placement Shares will not be lower than the par value of Careplus Shares.

(3) Details of the “Others” working capital, and the breakdown of the amount to be utilised for each of these working capital

As set out in Section 2.2.6 of the Announcement, the details of the utilisation of the estimated gross proceeds to be raised from the Proposed Private Placement are set out below, assuming the following scenarios:

 
Minimum scenario
(RM’000)
Maximum scenario
(RM’000)
Expected utilisation period
Capital expenditure      
- Installation of additional production lines
13,000
13,000
Within one (1) year
- Construction of a three (3)-storey building
2,500
2,500
Within one (1) year
Working capital      
- Purchase of raw materials
500
500
Within one (1) year
- Others
-
8,400
Within one (1) year
Estimated expenses in relation to the Proposals
800
800
Upon completion of the Proposals
Total estimated proceeds raised from the Proposed Private Placement
16,800
25,200
 

It should be highlighted that the RM8.4 million proceeds will only be raised from the Proposed Private Placement in the event that all the 105,000,000 Warrants pursuant to the Proposed Bonus Issue of Warrants are exercised prior to the Proposed Private Placement. However, this is unlikely the case as the Warrants have a five (5)-year tenure while the Proposed Private Placement is expected to be completed within six (6) months upon the approval being obtained from Bursa Securities.

However, in the event that any of the 105,000,000 Warrants are exercised prior to the Proposed Private Placement, 80% of the additional proceeds to be raised from the Proposed Private Placement will be used to fund the purchase of raw materials (which will also include energy costs, packing materials as well as certain chemicals used for the production of the Group’s products), whilst 20% of the additional proceeds raised will be used for the Group’s operational expenses (including salaries and wages).

(4) Justification for embarking on the Proposed Private Placement rather than other available options

In conjunction with its listing on the ACE Market of Bursa Securities on 6 December 2010, the Company had raised proceeds of RM14,961,500 from its IPO exercise. As such, it is not the intention of the Board to raise funds from its existing shareholders through a rights issue again.

With its stronger business profile through its listing on Bursa Securities in December 2010, the Group is working towards procuring more sales, and is given the opportunity to further expand its business to cater for the growing demand of its products. As mentioned in Section 6.23 of the Prospectus, the Company’s initial plan in setting up the ten (10) new production lines (in three (3) phases) are expected to be as follows:

 
No. of production lines
Expected date of commissioning
Estimated annual capacity increased* (‘000 pieces)
Total estimated cumulative annual capacity increased (‘000 pieces)
Existing
6
-
420,000
420,000
Phase 1*
2
First quarter of 2011
245,200
665,200
Phase 2*
3
Third quarter of 2011
367,800
1,033,000
Phase 3*
5
Third quarter of 2013
613,000
1,646,000

Note: * Based on single-former production lines
However, the Company is presently ahead of its initial plan whereby out of the ten (10) new production lines, four (4) new single-former production lines have been installed, and the Company is working towards installing another three (3) double-former production lines using the proceeds to be raised from the Proposed Private Placement.

To embark on the Group’s expansion plan and to accelerate its expansion plan, given the greater opportunities, the Group intends to raise additional funds through a proposed private placement, without incurring interest costs, as compared to bank borrowings.

This announcement is dated 4 May 2011.

04 May

04/05/2011 – General Announcement

General Announcement
Reference No OI-110504-62788

 

Submitting Merchant Bank
:
OSK INVESTMENT BANK BERHAD  
Company Name
:
CAREPLUS GROUP BERHAD (ACE Market) 
Stock Name
:
CAREPLS  
Date Announced
:
04/05/2011  
Admission Sponsor
:
OSK Investment Bank Bhd
Sponsor
:
Same as above
Type
:
Reply to query
Reply to Bursa Malaysia's Query Letter - Reference ID
:
TE-110429-62757
Subject
:
NEW ISSUE OF SECURITIES

COMBINATION OF NEW ISSUE OF SECURITIES

Description
:
CAREPLUS GROUP BERHAD (“CAREPLUS” OR THE “COMPANY”)

PROPOSED BONUS ISSUE OF 105,000,000 WARRANTS IN CAREPLUS (“WARRANTS”) ON THE BASIS OF ONE (1) FREE WARRANT FOR EVERY TWO (2) EXISTING ORDINARY SHARES OF RM0.10 EACH HELD IN CAREPLUS (“CAREPLUS SHARES” OR “SHARES”) ON AN ENTITLEMENT DATE TO BE DETERMINED LATER (“PROPOSED BONUS ISSUE OF WARRANTS”); AND

PROPOSED PRIVATE PLACEMENT OF UP TO TWENTY PERCENT (20%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF CAREPLUS (“PROPOSED PRIVATE PLACEMENT”)

(COLLECTIVELY REFERRED HEREINAFTER AS THE “PROPOSALS”)

Query Letter
content
:
 
Announcement Details/Table Section :

This announcement should be read in conjunction with the earlier announcement made on 28 April 2011. All defined terms used in this announcement, unless the context otherwise states, shall bear the same meaning as those defined in the announcement dated 28 April 2011 in relation to the Proposals.

We refer to the announcement dated 28 April 2011 in relation to the Proposals (“Announcement”). In relation thereto, the Board wishes to clarify the following:

(1) Basis of determining the exercise price of the Warrants

The exercise price of the Warrants will be determined based on a price by reference to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, to be determined by the Board after receipt of all relevant approvals for the Proposed Bonus Issue of Warrants, but before the Entitlement Date. In any case, the exercise price of the Warrants will not be lower than the par value of Careplus Shares.

The five (5)-day VWAP of Careplus Shares up to and including 27 April 2011, being the last trading date prior to the date of the Announcement was RM0.34. For illustrative purposes, the exercise price of the Warrants is indicatively set at RM0.40 per Careplus Share, which represents a premium of approximately 17.65% or RM0.06 over the five (5)-day VWAP of Careplus Shares up to and including 27 April 2011.

(2) Whether there is any premium or discount on the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, in determining the issue price for the Placement Shares

The Placement Shares will be issued based on a price by reference to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date, to be determined by the Board after obtaining all the relevant approvals for the Proposed Private Placement.

The Placement Shares will be issued either at:

(a) a premium above the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date; or

(b) a discount of not more than ten percent (10%) to the five (5)-day VWAP of Careplus Shares immediately preceding the price-fixing date.

In any case, the issue price of the Placement Shares will not be lower than the par value of Careplus Shares.

(3) Details of the “Others” working capital, and the breakdown of the amount to be utilised for each of these working capital

As set out in Section 2.2.6 of the Announcement, the details of the utilisation of the estimated gross proceeds to be raised from the Proposed Private Placement are set out below, assuming the following scenarios:

 
Minimum scenario
(RM’000)
Maximum scenario
(RM’000)
Expected utilisation period
Capital expenditure      
- Installation of additional production lines
13,000
13,000
Within one (1) year
- Construction of a three (3)-storey building
2,500
2,500
Within one (1) year
Working capital      
- Purchase of raw materials
500
500
Within one (1) year
- Others
-
8,400
Within one (1) year
Estimated expenses in relation to the Proposals
800
800
Upon completion of the Proposals
Total estimated proceeds raised from the Proposed Private Placement
16,800
25,200
 

It should be highlighted that the RM8.4 million proceeds will only be raised from the Proposed Private Placement in the event that all the 105,000,000 Warrants pursuant to the Proposed Bonus Issue of Warrants are exercised prior to the Proposed Private Placement. However, this is unlikely the case as the Warrants have a five (5)-year tenure while the Proposed Private Placement is expected to be completed within six (6) months upon the approval being obtained from Bursa Securities.

However, in the event that any of the 105,000,000 Warrants are exercised prior to the Proposed Private Placement, 80% of the additional proceeds to be raised from the Proposed Private Placement will be used to fund the purchase of raw materials (which will also include energy costs, packing materials as well as certain chemicals used for the production of the Group’s products), whilst 20% of the additional proceeds raised will be used for the Group’s operational expenses (including salaries and wages).

(4) Justification for embarking on the Proposed Private Placement rather than other available options

In conjunction with its listing on the ACE Market of Bursa Securities on 6 December 2010, the Company had raised proceeds of RM14,961,500 from its IPO exercise. As such, it is not the intention of the Board to raise funds from its existing shareholders through a rights issue again.

With its stronger business profile through its listing on Bursa Securities in December 2010, the Group is working towards procuring more sales, and is given the opportunity to further expand its business to cater for the growing demand of its products. As mentioned in Section 6.23 of the Prospectus, the Company’s initial plan in setting up the ten (10) new production lines (in three (3) phases) are expected to be as follows:

 
No. of production lines
Expected date of commissioning
Estimated annual capacity increased* (‘000 pieces)
Total estimated cumulative annual capacity increased (‘000 pieces)
Existing
6
-
420,000
420,000
Phase 1*
2
First quarter of 2011
245,200
665,200
Phase 2*
3
Third quarter of 2011
367,800
1,033,000
Phase 3*
5
Third quarter of 2013
613,000
1,646,000

Note: * Based on single-former production lines
However, the Company is presently ahead of its initial plan whereby out of the ten (10) new production lines, four (4) new single-former production lines have been installed, and the Company is working towards installing another three (3) double-former production lines using the proceeds to be raised from the Proposed Private Placement.

To embark on the Group’s expansion plan and to accelerate its expansion plan, given the greater opportunities, the Group intends to raise additional funds through a proposed private placement, without incurring interest costs, as compared to bank borrowings.


This announcement is dated 4 May 2011.