Proposed Adoption/Shr Buyback

RNS Number:7166Q
Petaling Tin Berhad
30 January 2002


PETALING TIN BERHAD ("PTB")
Proposed Adoption of New Articles of Association of the Company 
("Proposed Adoption") and 
Proposed Shares Buy-Back by the Company ("Proposed Shares Buy-Back).


1.    INTRODUCTION

Petaling Tin Berhad ("PTB" or "the Company") wishes to announce to the Kuala 
Lumpur Stock Exchange ("KLSE") that the Company will be seeking shareholders' 
approval on the following proposals at an Extraordinary General Meeting ("EGM") 
to be convened:-

(i)     Proposed adoption of new Articles of Association of the Company 
        ("Proposed Adoption"); and

(ii)    Proposed shares buy-back by the Company ("Proposed Shares Buy-Back"). 

(Collectively referred to as the "Proposals")

A circular to shareholders containing details of the Proposals will be 
despatched to the Company's shareholders in due course.


2.    DETAILS OF THE PROPOSALS

2.1.   Proposed Adoption

The Board proposes that the Company adopts a new set of Articles of Association 
which will incorporate and reflect the provisions of the Revamped Listing 
Requirements as required by the KLSE, as well as to comply with other relevant 
regulatory and statutory requirements.

An approval from the KLSE for an extension of time to amend the Articles of 
Association to coincide with PTB'S forthcoming Annual General Meeting was 
granted to the Company on 19 October 2001.

2.2.   Proposed Shares Buy-Back

Subject to the approval of shareholders, the Proposed Shares Buy-Back will 
accord authority to the Company to purchase its own shares up to a maximum of 
10% of its issued and paid-up ordinary share capital.

Any transaction carried out under the Proposed Shares Buy-Back may be funded by 
the Company via internally generated funds and/or borrowings and the maximum 
amount allocated will not exceed the sum of retained profits and share premium 
of the Company based on its latest audited financial statements available up to 
the date of any transaction pursuant to the Proposed Shares Buy-Back.

The Directors will deal with the purchased ordinary shares in either of the 
following manner-

(i)      cancel the purchased ordinary shares; or 

(ii)     retain the purchased ordinary shares in treasury; or

(iii)    retain part of the purchased ordinary shares as treasury shares and 
         cancel the remainder.

The treasury shares may be distributed as dividends to the shareholders or 
resold on the KLSE and/or subsequently cancelled.

3.    RATIONALE FOR THE PROPOSALS

3.1.   Proposed Adoption

The Proposed Adoption is made to adopt a new set of Articles of Association of 
the Company in order to incorporate and reflect the provisions of the Revamped 
KLSE Listing Requirements and to comply with other relevant regulatory and 
statutory requirements.

3.2.   Proposed Shares Buy-Back

The rationale for the Proposed Shares Buy-Back are as follows:-

(i)     to provide the Company the flexibility to utilise available financial 
        resources to purchase the ordinary shares in PTB;

(ii)    to allow improvements to PTB's earnings per share with the cancellation 
        of any of the ordinary shares which may be bought back;

(iii)   to allow the Company to realise potential gains if the purchased 
        ordinary shares which are kept as treasury shares are subsequently 
        resold at prices higher than their purchase prices; and/or

(iv)    to allow the distribution of treasury shares as share dividends which 
        can serve to reward shareholders of the Company.

4.    CONDITIONS OF THE PROPOSALS

The Proposals are subject to the approval of the shareholders of the Company at 
an EGM to be convened.

5.    FINANCIAL EFFECTS OF THE PROPOSED ADOPTION AND PROPOSED SHARES BUY-BACK

5.1    Proposed Adoption

The Proposed Adoption will not have any effect on the share capital, earnings, 
net tangibles assets ("NTA"), working capital and cashflow of PTB Group.

5.2   Proposed Shares Buy-Back
     
     5.2.1. Effect on the Share Capital
     
     If the whole amount or such part of PTB'S ordinary shares purchased under 
     the Proposed Shares Buy-Back are retained as treasury shares, the issued 
     and paid-up share capital of the Company will not be reduced or reduced by 
     such corresponding number of ordinary shares cancelled only.
     
     5.2.2. Effect on the Earnings
     
     The effect of transactions carried out pursuant to the Proposed Shares 
     Buy-Back on the earnings of PTB Group will depend on the number of ordinary
     shares bought back and/or cancelled, the purchase prices of these shares, 
     effective funding cost to PTB thereon, the actual gain or loss arising from
     the selling of the treasury shares and the number of the treasury shares 
     resold.
     
     5.2.3. Effect on the NTA
     
     The effect of transactions carried out pursuant to the Proposed Shares 
     Buy-Back on the NTA of PTB Group will depend on the number of ordinary 
     shares which are bought back and cancelled, the purchase prices of these 
     shares, the actual gain or loss arising from the selling of the treasury 
     shares and the number of the treasury shares resold.
     
     5.2.4. Effect on the Working Capital and Cashflow
     
     Transactions carried out pursuant to the Proposed Shares Buy-Back may 
     reduce the working capital of PTB Group, the amount of which will depend on
     the purchase prices of these ordinary shares and the actual number of 
     shares bought back. Similarly, the impact on the cashflow of the Company 
     will also be dependent on the number of shares purchased and the purchase 
     prices of these shares.

6.   Directors' and Substantial Shareholders' Interests

     Save for the inadvertent increase in percentage shareholdings and/or voting 
     rights of shareholders of the Company which may arise as a result of 
     transactions pursuant to the Proposed Shares Buy-Back, none of the 
     Directors, substantial shareholders nor any persons connected with 
     Directors and substantial shareholders of the Company has any interest, 
     direct or indirect, in the Proposed Adoption and/or Proposed Shares 
     Buy-Back.

7.   Directors' Recommendation

     The Board of Directors is of the opinion that the Proposed Adoption and/or 
     Proposed Shares Buy-Back are in the best interests of the Company.


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