Gadang makes cash call, to raise at least RM25m

Gadang Holdings Bhd plans to raise a minimum of RM25 million via a proposed renounceable two-call rights issue of up to 78.68 million new shares at an indicative issue price of RM1 per share on the basis of two rights shares for every three existing shares.The rights issue will come with up to 19.67 million free detachable warrants on the basis of one warrant for every four rights shares subscribed on an entitlement date that would be determined later. As at Jan 29, 2010, Gadang had a paid-up capital of RM118.02 million comprising 118.02 million RM1 shares.In a statement yesterday, Gadang said the proceeds would be used for its working capital requirements. CIMB Investment Bank Bhd has been appointed as the adviser to the exercise.The company said the indicative issue price of RM1 would be payable in two calls, with the indicative first call price of 65 sen payable on application, while the second call of 35 sen would be capitalised from its share premium and retained profits accounts. It expects to complete the exercise in the second quarter.Gadang said the final issue and first call prices would be determined after it had obtained the shareholders’ approval, taking into consideration the theoretical ex-rights price based on the five-day volume weighted average market price of its shares prior to the price-fixing date and the adequacy of reserves for capitalisation. If fully taken up by all its shareholders, Gadang could raise as much as RM51.1 million. It is noteworthy that there is no underwriter for this exercise. Gadang’s controlling shareholder, managing director and CEO Tan Sri Kok Onn and parties acting-in-concert with him are seeking a waiver from making a mandatory general offer upon completion of the rights issue.Gadang said to meet the minimum subscription, it would procure an irrevocable written undertakings from Kok, Sumber Raswira Sdn Bhd and Meloria Sdn Bhd to subscribe for their respective entitlements and also to apply for a certain portion of the rights shares not taken up by others. As at Jan 29, 2010, the three parties collectively hold 32.69% or 38.58 million shares in Gadang. Kok and his spouse Chan Ngan Thai, who is also Gadang director, collectively control a 32.69% stake in Gadang. Once the rights issue was completed, and assuming other shareholders did not take up the right, the husband and wife duo could end up with 49.25% of the company. Upon conversion of their warrants, their shareholding could be nudged up to 52.18%. For its six months ended Nov 30, 2009, Gadang posted a net profit of RM7.4 million on the back of RM120.8 million in revenue, while earnings per share stood at 6.2 sen.Gadang’s shares hit its 52-week high of RM1.48 on Jan 13 this year, but has since tapered off, and closed at RM1.02 yesterday.