LISTING'S CIRCULAR NO. L/Q : 64069 OF 2012

REDUCTION OF RM58,180,469 FROM THE ISSUED AND PAID-UP SHARE CAPITAL OF SMPC CORPORATION BHD. (“SMPC”) PURSUANT TO SECTION 64(1) OF THE COMPANIES ACT, 1965, BY WAY OF CANCELLATION OF RM0.90 FROM THE PAR VALUE OF THE EXISTING ORDINARY SHARES OF RM1.00 EACH IN SMPC AND THEREAFTER THE CONSOLIDATION OF TEN (10) ORDINARY SHARES OF RM0.10 EACH INTO ONE (1) NEW ORDINARY SHARE OF RM1.00 EACH (“NEW SMPC SHARE”) (“CAPITAL REDUCTION AND CONSOLIDATION”).

Kindly be advised of the following :

1) The above Company's securities will be traded and quoted [ "Ex - Offer" ]
as from : [ 20 March 2012 ]

2) The last date of lodgement : [ 22 March 2012 ]

Remarks 1:- The High Court of Malaya at Kuala Lumpur had, on 27 February 2012, granted an order confirming the Capital Reduction and Consolidation pursuant to Section 64 of the Companies Act, 1965.

The shareholders of SMPC whose names appear on the Record of Depositors at the close of business at 5.00 p.m. on 22 March 2012 (“Entitlement Date”) shall be subjected to the Capital Reduction and Consolidation.

In determining the shareholders’ entitlements pursuant to the Capital Reduction and Consolidation, fractional entitlements will be disregarded and will be dealt with in such manner by the Board of Directors of SMPC as it may deem fit and expedient in the best interest of SMPC.

The date of listing and quotation of the New SMPC Shares will be on 23 March 2012, being the next market day following the Entitlement Date.

Notices of allotment to all entitled shareholders will be despatched by 28 March 2012.

The Capital Reduction and Consolidation shall be effected concurrently.


Remarks 2:- Participating Organisations are to take note of the following Capital Reduction and Share Consolidation exercise by SMPC CORPORATION BERHAD.

The Capital Reduction and Share Consolidation comprise the following:-

(a) Reduction of RM58,180,469 from the issued and paid-up share capital of SMPC Corporation Bhd. (“SMPC”) pursuant to Section 64(1) of the Companies Act, 1965, by way of Cancellation of RM0.90 from the par value of the existing ordinary shares of RM1.00 each in SMPC and thereafter

(b) Consolidation of ten (10) ordinary shares of RM0.10 each into one (1) new ordinary share of RM1.00 each (“new SMPC share”) (“Capital Reduction and Consolidation”)

In relation to the Capital Reduction and Share Consolidation undertaken by SMPC as a SPEEDS Corporate Exercise, Bursa Malaysia Securities Berhad would like to highlight that:

(a) on or after the Ex-date on 20 March 2012, trading of SMPC shares will be based on the newly adjusted share after the Capital Reduction and Share Consolidation of SMPC shares,

(b) on the basis of settlement taking place on or after 22 March 2012 with consolidated SMPC shares of RM1.00 each, any entitled shareholder who owns SMPC shares as at Ex-date may sell only up to the maximum SMPC shares he expects to receive after the Capital Reduction and Share Consolidation, i.e. the reduced amount, on or after the Ex-date 20 March 2012.

With the adjustments pursuant to the Capital Reduction and Share Consolidation effected on SMPC shareholders’ CDS account at the end of the Entitlement Date (“Books Closure Date”), an entitled SMPC shareholder may use the following basis to estimate the maximum number of SMPC shares that he may sell from the Ex-date until the Book Closing Date which is from 20 March 2012 until 22 March 2012.

Number of SMPC shares that may be = Number of shares held x 0.10
sold on 20 March 2012 until 22 March 2012 (All fractional shares computed should be disregarded)



Illustration:

For example, if Mr X owns or purchases 1000 SMPC shares (of RM1.00 par value each) on cum basis on 19 March 2012, his CDS account would still show 1000 SMPC shares (of RM1.00 par value each)) until 22 March 2012. However, as a result of the above Capital Reduction and Share Consolidation exercise, Mr X’s 1000 SMPC shares of RM1.00 each in his CDS account will be adjusted to 100 SMPC shares of RM1.00 each on the night of 22 March 2012 which is the Book Closing Date. Therefore Mr X may, if he so wishes, sells only up to 100 SMPC shares of RM1.00 each on or after the Ex-date i.e. from 20 March 2012 onwards.

Participating Organisations are hereby requested to caution all dealers and remisiers that, during the period from 20 March 2012 until 22 March 2012, they are only entitled to sell the maximum of 10% of the shares owned. Participants Organisations are reminded that it is important to caution all dealers and remisiers on the above to prevent the dealers and remisiers from overselling of their client’s position.