Contents :

1. INTRODUCTION

• 
  On behalf of the Board of Directors (“Board”) of TM, Commerce International Merchant Bankers Berhad (“CIMB”) is pleased to announce that the Company proposes to implement a new employees’ share option scheme for the eligible employees and Executive Directors of TM and its subsidiaries (“TM Group” or “Group”) who meet the criteria of eligibility for participation in the New Scheme (“Eligible Employees”) as set out in the bye-laws containing the terms and conditions of the New Scheme (“Bye-Laws”).
  
  The tenure of the Company’s existing employees’ share option scheme is for a period of five (5) years commencing on 15 April 1997 up to and including 15 April 2002. The Company had previously implemented an employees’ share option scheme for the period commencing 12 December 1991 up to 11 December 1996.
  

2. DETAILS OF THE PROPOSED NEW ESOS

• The Proposed New ESOS will involve the granting of options to Eligible Employees of the TM Group in accordance with the Bye-Laws which will entitle them to subscribe for new TM Shares at a specified price (“Option(s)”). The maximum number of Options to be offered under the New Scheme shall not exceed 10% (or such other higher percentage as may be permitted by the relevant regulatory authorities) of the issued and paid-up share capital of the Company at any one time during the existence of the New Scheme. Furthermore, not more than 50% of the TM Shares available under the New Scheme should be allocated, in aggregate, to Directors and senior management. In addition, not more than 10% of the new TM Shares should be allocated to any individual Director or employee who, either singly of collectively through his/her associates, holds 20% or more in the issued and paid-up share capital of TM.
  
  Eligible Employees include any employee (including the Executive Directors) of the Group who, as at the date of allocation:
  
  (a) has attained the age of eighteen years;
  
  (b) is employed full-time by and on the payroll of a corporation within the Group; and
  
  (c) has been in the employment of the Group for a period of at least one year of continuous service prior to and up to the date of allocation, including service during the probation period, and is confirmed in service.
  
  The New Scheme, when implemented, shall be in force for a period of five (5) years commencing from the date of the confirmation letter submitted by the adviser of the Company for the New Scheme to the Securities Commission (“SC”) that the Company has:-
  
  (i) fulfilled the SC’s conditions of approval for the Proposed New ESOS and that the Bye-Laws do not contravene the guidelines on employees’ share option scheme as stipulated under the SC’s Policies and Guidelines on Issue/Offer of Securities (“SC Guidelines”); and
  
  (ii) obtained other relevant approvals for the Proposed New ESOS and has fulfilled any conditions imposed therein;
  
  subject however to any extension or renewal in accordance with the Bye-Laws of the New Scheme for a further maximum period of five (5) years commencing from the day after the date of expiration of the initial five (5) years period as may be effected by the Company with the approval of the relevant authorities and shareholders of the Company and does not contravene any applicable laws prevailing at the time of such extension or renewal.
  
  The new TM Shares to be issued pursuant to the Proposed New ESOS will, upon allotment and issue, rank pari passu in all respects with the then existing issued and paid-up TM Shares, provided that in the event if there is any right to participate in any rights, allotments or any distributions, the TM Shares shall rank pari passu with the then existing TM Shares if the relevant exercise date is on or before the Record Date save and except that such TM Shares will not be entitled to any dividends of any distributions declared or to be declared in respect of financial years or interim periods preceding the financial years or interim period in which the new TM Shares were issued. For the purpose hereof, Record Date means the date as at the close of business on which shareholders must be registered as shareholders in order to participate in any dividends, rights, allotments or any other distributions whilst interim period means the period after a financial year end but before the next financial year end.
  
  No new TM Shares shall be allotted on the purported exercise of the options represented by any options after the close of business on the day of the expiry of the period of the New Scheme.
  
  The price at which an Eligible Employee is entitled to subscribe for the Options ("Subscription Price") shall be determined in accordance with the SC Guidelines as amended from time to time, subject to any such adjustments in accordance with the Bye-Laws, provided that the Subscription Price shall in no event be less than the par value of the TM Shares. In accordance with the existing SC Guidelines, the Subscription Priceshall be determined based on a discount of not more than 10% of the weighted average market price of the TM Shares for the five (5) market days immediately preceding the offer date, subject to the minimum price of RM1.00, being the par value of the TM Shares.
  
  

3. RATIONALE FOR THE PROPOSED NEW ESOS

• 
  The rationale for the Proposed New ESOS are as follows:-
  
  (i) to give the Eligible Employees a greater sense of ownership and belonging towards the Group, thus increasing their level of dedication, loyalty, motivation and productivity;
  
  (ii) to reward and retain Eligible Employees whose services are vital to the operations and continued growth of the Group and thus, ensuring the loss of key personnel is kept to a minimum;
  
  (iii) to enable employees to participate in the future growth of the Company and upon becoming shareholders, to participate in the Company's profits and development; and
  
  (iv) to recognise past contribution of the employees as well as motivate and encourage continuous high performance.
  
  

4. EFFECTS OF THE PROPOSED NEW ESOS

• • • The Proposed New ESOS will not have an immediate effect on the existing issued and paid-up share capital of TM. However, the issued and paid-up share capital of TM will increase progressively depending on the number of options subscribed and the new TM Shares to be issued pursuant thereto.
      
      Assuming the full exercise of the options available under the Proposed New ESOS, which constitutes ten percent (10%) of the existing issued and paid-up share capital of the Company, the effect of the Proposed New ESOS on the issued and paid-up share capital of the Company is as shown in Table 1.
      
    • The Proposed New ESOS is not expected to have any material effect on the earnings of the TM Group for the financial year ending 31 December 2002 except that the earnings per share of the Group will be correspondingly reduced as a result of the increase in the Company's issued and paid-up share capital.
    • The Proposed New ESOS will not have an immediate effect on the NTA of the TM Group. However, the NTA of the TM Group may increase progressively subsequent to the launch of the New Scheme depending on the number of new TM Shares to be issued upon exercise of the options and the Subscription Price thereof.
    • 
      Assuming the full exercise of the options available under the Proposed New ESOS, the effect on the substantial shareholders of Company as at 31 January 2002 is set out in Table 2.
    • 
      It is the policy of the Directors of TM in recommending dividends to allow shareholders to participate in the profits of the TM Group as well as retaining adequate reserves for the future growth of the Group. However, at the present moment, the Directors of TM have not determined the amount of dividends to declare for the financial year ending 31 December 2002, in any event, the quantum of which will be based on the performance of the TM Group.
  
  4.1 Share Capital
  4.2 Earnings
  
  4.3 Net Tangible Assets (“NTA”)
  
  4.4 Substantial Shareholders’ Shareholdings
  
  
  
  4.5 Dividends
  
  

5. CONDITIONS OF THE PROPOSED NEW ESOS

• 
  The Proposed New ESOS is subject to approvals being obtained from the following:-
  
  (i) The SC, for the Proposed New ESOS;
  
  (ii) The KLSE, for the approval-in-principle for the listing of and quotation for the new TM Shares to be issued pursuant to the exercise of the options granted under the Proposed New ESOS, respectively;
  
  (iii) The shareholders of TM at an extraordinary general meeting ("EGM") to be convened for the Proposed New ESOS; and
  
  (iv) Any other relevant regulatory authorities.
  
  

6. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS INTERESTS

• 
  Y. Bhg. Dato' Dr. Md. Khir bin Abdul Rahman and Y. Bhg. Dato' Dr. Abdul Rahim bin Haji Daud by virtue of their positions as the Chief Executive and Deputy Chief Executive/Executive Director of TM, respectively, are entitled to participate in the Scheme. As such, they are deemed interested in respect of their respective entitlement under the Proposed New ESOS (collectively to be referred as "Interested Directors"). Accordingly, the Interested Directors have abstained and will continue to abstain from deliberating and voting pertaining to their respective entitlement under the Proposed New ESOS at the relevant meetings of the Board.
  
  As at 31 January 2002, Y. Bhg. Dato' Dr. Md. Khir bin Abdul Rahman has an indirect interest in 200,000 TM Shares held through HLB Nominees (Tempatan) Sdn Bhd, whilst Y. Bhg. Dato' Dr. Abdul Rahim bin Haji Daud holds 10,500 TM Shares and also has an indirect interest in 86,500 TM Shares held through TA Nominees (Tempatan) Sdn Bhd and TASEC Nominees Sdn Bhd.
  
  Accordingly, the Interested Directors have and will continue to abstain from voting with respect of their shareholdings, direct or indirect in TM on the ordinary resolutions pertaining to their respective entitlement under the Proposed New ESOS at the forthcoming EGM.
  
  Save as disclosed above, none of the other Directors, substantial shareholders or persons connected to the Directors or substantial shareholders of the Company have any interest, direct or indirect, in the Proposed New ESOS.
  
  
  
  
  
  

7. ADVISER

• 
  CIMB has been appointed as the Adviser to the Company for the Proposed New ESOS.
  
  

8. DIRECTORS' STATEMENT

• 
  After careful deliberations and taking into consideration all relevant aspects of the Proposed New ESOS, the Board of TM are of the opinion that the Proposed New ESOS are in the best interest of the Company and the Group.
  
  

9. TIMING OF SUBMISSION TO THE SC
An application to the SC pertaining to the Proposed New ESOS will be made within three (3) months from the date this announcement.

Announcement Info

This announcement is dated 28 February 2002.

This announcement is dated 28 February 2002.

Attachments

1. MM-020228-58951_(Table_1_&_2).pdf (Size: 88,700 bytes)