BURSA ANNOUNCEMENTS

Date : 08 March 2000

Acquisition of 49% of the Equity Interest of The Malaya Press Sdn. Bhd. (3379-P) ("TMPSB") ["Acquisition"]

UPA CORPORATION BHD

TypeReply to query
Reply to Query Letter by KLSE reference IDPY-000302-42789
SubjectAcquisition of 49% of the Equity Interest of The Malaya Press Sdn. Bhd. (3379-P) ("TMPSB") ["Acquisition"]

Contents :

We refer to your letter dated 02/03/2000 and as requested, we have pleasure in furnishing the following information for your attention:-

1. TMPSB was incorporated on 18 February, 1959 and has an authorised capital of RM1,000,000 divided into 10,000 shares of RM100 each of which 3,255 shares have been fully paid or credited as fully paid. The issued and paid up capital of TMPSB is thus RM325,500.
      TMPSB is primarily a publisher of Chinese language school textbooks and is also an appointed authorised distributor of Chinese language school textbooks for the Malaysian Government’s Ministry of Education. Todate, TMPSB has 27 titles of textbook under their list which are given as follows:-

      Title :-
      1.Bahasa Cina Tahun 1 (SRJKC)
      2.Pendidikan Jasmani dan Kesihatan Tahun 1 (SRJKC)
      3.Pendidikan Moral Tahun 1 (SRJKC)
      4.Matematik Tahun 1 (SRJKC)
      5.Bahasa Cina Tahun 2 (SRJKC)
      6.Pendidikan Jasmani dan Kesihatan Tahun 2 (SRJKC)
      7.Pendidikan Moral Tahun 2 (SRJKC)
      8.Matematik Tahun 2 (SRJKC)
      9.Matematik Tahun 4 (SRJKC)
      10.Kajian Tempatan Tahun 4 (SRJKC)
      11.Sains Tahun 4 (SRJKC)
      12.Kajian Tempatan Tahun 5 (SRJKC)
      13.Sains Tahun 5 (SRJKC)
      14.Kajian Tempatan Tahun 6
      15.Sains Tahun 6
      16.Pelajaran Bahasa Cina Tahun 6 Jilid A
      17.Pelajaran Bahasa Cina Tahun 6 Jilid B
      18.Pendidikan Moral Tahun 6
      19.Pendidikan Moral Tahun 3 (SRJKC)
      20.Pendidikan Jasmani dan Kesihatan Tahun 3 (SJKC) Original
      21.Pendidikan Jasmani dan Kesihatan Tahun 3 (SJKC) Extension
      22.Pendidikan Moral Tahun 4 (SJKC)
      23.Pendidikan Jasmani dan Pendidikan Kesihatan Tahun 4 (SJKC)
      24.Bahasa Cina Tahun 5 (SJK Cina)
      25.Bahasa Cina Tahun 5 (SK)
      26.Pelajaran Bahasa Cina Tahun 6 (SK)
      27.Pendidikan Jasmani dan Kesihatan Tahun 6 (SJKC)

      Note: For title 1 to 18, TMPSB owns copyrights, publishing and distribution rights.
          For title 19 to 27, TMPSB owns publishing and distribution rights.
2. The vendors to the Sale and Purchase Agreement are as follows:-
      a. Mr. Chong Thim Sin @ Chong Kam Sooi (NRIC 470128-10-5765) of 30, Jalan 37, Overseas Union Garden, Old Klang Road, 58200 Kuala Lumpur the registered owner of 1,370 shares;
      b. Mr. Yong Koey Fook (NRIC 500206-04-5353) of 5, Jalan Hujan Emas 7, Overseas Union Garden, Old Klang Road, 58200 Kuala Lumpur the registered owner of 780 shares; and;
      c. Mdm. Ooi Chiew Hoon (NRIC 540119-07-5286) of 5, Jalan Hujan Emas 7, Overseas Union Garden, Old Klang Road, 58200 Kuala Lumpur the registered owner of 1,105 shares.
    3. The net tangible assets of TMPSB based on the latest audited accounts as at 31/3/1999 was RM774,972. However, the S & P Agreement stipulates that at the point of handing over of the management and control of the TMPSB, the net tangible asset shall not be less than RM2.20 million and in the event that the NTA value is less than RM2.20 million, the Vendors shall make good the shortfall.
      4. The acquisition will be financed entirely from UPA’s internally generated funds. Ten percent (10%) of the cash consideration had been paid todate. The remaining 90% shall be paid to the vendors within sixty (60) days from the date of the Sale & Purchase Agreement. However, the Vendors shall in any event grant an extension of fifteen (15) days grace period for the payment of the 90% free of interest

      5. The net profit before tax of TMPSB based on the latest audited accounts for the year ended 31/3/1999 was RM7,619.

      6. The 49% acquisition has no material effect on the earnings per share and net tangible assets per share of the Group based on the profit before tax and NTA value of TMPSB as at 31/3/1999. However, it is expected to contribute positively to the earnings of the UPA Group.

      7. Currently, none of the substantial shareholders nor persons connected to the Directors and/or substantial shareholders of UPA has any interest, direct or indirect, in the acquisition.

      8. The acquisition is not subject to approval of any relevant government authorities.

      9. In conjunction with the acquisition, a due diligence exercise was carried out by an independent accounting firm.
          A copy of the Sale and Purchase Agreement will be available for inspection at the Registered Office of UPA at No. 53A, Jalan SS21/1A, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan during normal office hours from Monday to Friday (except public holidays) for two weeks from date of this announcement.

      10. Particulars of liabilities to be assumed by the Company, arising from the acquisition are estimated as follows:-

      Cash Consideration
      RM4,410,000
      Legal Fees & Stamp Duty (Estimated)
      23,230
      ___________
      RM4,433,230
      ==========
        11. The original cost of investment in respect of the Vendors and the date of such investment are as follows:-

        VendorsNo. of Shares
        Cost (RM)
        Date
        Chong Thim Sin @ Chong Kam Sooi
        100
        1,270
        10,000
        762,000
        29-09-95
        08-12-98
        Yong Koey Fook
        780
        468,000
        07-12-98
        Ooi Chiew Hoon
        1,105
        663,000
        08-12-98

        12. The Board of Directors is of the opinion that the acquisition is in the best interest of the Company.

        13. The Sale and Purchase Agreement was duly stamped on 17 February, 2000.

        14. The weighted average market price for the equity shares capital for the five (5) market days from 10/2/2000 to 16/2/2000 based on the prices stated in The Star newspaper was RM2.70.
          Yours faithfully
          On behalf of the Board,


          CHUA NGEUN LOK
          (Executive Director)

          c.c. Securities Commission

          Query Letter Contents :

          We refer to your announcement dated 21 February 2000.
          In this connection, kindly furnish the Exchange for public release the
          following:-
          (1) A description of the business carried on by TMPSB.
          (2) The name and details of the Vendor.
          (3) The net tangible assets of TMPSB based on the latest audited accounts.
          (4) Terms of payment for the remaining 90% of the consideration.
          (5) The net profits of TMPSB based on the latest audited accounts.
          (6) The effect of the Acquisition on the earnings per share and net tangible
          assets per share of the Group.
          (7) Whether the directors and substantial shareholders and/or persons connected
          with a director or substantial shareholder, have any interest direct or
          indirect, in the Acquisition and the nature and extent of their interests, and
          for a connected person, the nature of the relationship with such director or
          substantial shareholder, and the name of the connected person.
          (8) Whether the Acquisition is subject to the approval of any relevant
          government authorities.
          (9) The salient features of the Sale and Purchase Agreement and valuation
          report, if any, and the time and place where such documents may be inspected.





          (10) Particulars of all liabilities to be assumed by the Company, arising from
          the Acquisition.
          (11) The original cost of investment to the Vendor and the date of such
          investment.
          (12) A statement by the Board of Directors stating whether or not the
          Acquisition is in the best interest of the Company, and where a director
          disagrees with such statement, a statement by the director setting out the
          reasons and the factors taken into consideration in forming that opinion.
          (13) The date on which the terms of the Acquisition were agreed upon.
          (14) The weighted average market price for the equity share capital for the
          five (5) market days prior to the date on which the terms of the Acquisition
          were agreed upon.
          Kindly furnish the Exchange with your reply within two (2) market days from the
          date hereof.

          Your faithfully
          KUALA LUMPUR STOCK EXCHANGE


          Lisa Lam
          Senior Manager, Listing Operations
          LPY/ne
          c.c Securities Commission


          Announcement Info

          Company NameUPA CORPORATION BHD  
          Stock Name UPA    
          Date Announced8 Mar 2000  
          CategoryGeneral Announcement
          Reference NoUC-000307-34394

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