BURSA ANNOUNCEMENTS

Date : 28 November 2000

United Engineers (Malaysia) Berhad - Proposed Acquisition of Assets ("Proposed Acquisitions")

UNITED ENGINEERS (MALAYSIA) BERHAD

TypeReply to query
Reply to Query Letter by KLSE reference IDKM-001123-60158
SubjectUnited Engineers (Malaysia) Berhad
- Proposed Acquisition of Assets ("Proposed Acquisitions")

Contents :

We refer to the query from the Kuala Lumpur Stock Exchange (“KLSE”) dated 24 November 2000 and are pleased to revert on behalf of UEM, with the following information:-


1. UEM is extending an offer to Renong Berhad (“Renong”) for the Proposed Acquisitions with a condition being a firm offer on the payment and timing of the RM1.2 billion investment cost in Projek Usahasama Transit Ringan Automatik Sdn Bhd. In view that UEM is not aware of any details of a firm offer given to Renong yet, the details can only be determined upon Renong accepting the offer and securing such an offer. The Board of UEM understands that there will be a restructuring exercise of the entire Kuala Lumpur public transportation system.

2. Based on the offer from UEM on the Proposed Acquisitions , there are no other liabilities to be assumed by UEM apart from the Renong SPV Bond. However, as mentioned in the announcement dated 21 November 2000, there will not be any increase in the indebtedness of the UEM Group upon the assumption of the Renong SPV Bond in view that that the Renong SPV Bond has already been subscribed by Projek Lebuhraya Utara-Selatan Berhad (“PLUS”), a wholly-owned subsidiary of UEM, in 1999.

3. Based on the information made available to UEM, the landbank in Prolink Development Sdn Bhd are as detailed in Table 1 below.

4. So far as UEM is aware, the Directors and substantial shareholders of Time Investment (Cayman) Limited and their respective shareholdings are contained in Table 2 below.

5. We wish to clarify that the effects of the Proposed Acquisitions on the net tangible assets (“NTA”) per share and gearing of the UEM Group as disclosed in the announcement dated 22 November 2000 are prior to the implementation of the asset realisation program. The basis of arriving on the NTA per share and gearing of UEM Group after the Proposed Acquisitions takes into consideration the additional shares and irredeemable convertible unsecured loan stocks (“ICULS”) in UEM to be issued pursuant to the Proposed Acquisitions.

6. The basis of arriving at the NTA per share and gearing of the UEM Group mentioned in (5) above are after taking into consideration the following:-

      (a) The purchase consideration;
      (b) The net assets value of the assets to be assumed; and
      (c) The mode of consideration for the Proposed Acquisitions.

7. Apart from the disclosures on the directors and substantial shareholders of UEM in the announcement dated 22 November 2000, the Company confirms that there are no other directors, substantial shareholders and/or persons connected to them who are interested in the Proposed Acquisitions.

8. The Board of Directors of UEM are of the opinion that the Proposed Acquisitions are in the best interest of UEM.

UEM has been further informed by Renong that the original cost of investment should be as set out in Table 3, instead of the information detailed in our earlier announcement.

This announcement is dated 28 November 2000.
TABLE 1 : LANDBANK IN PROLINK

LocationTenureSizePurpose
Mukim Pulai, Johor;
Mukim Jelutong, Johor; and Mukim Tanjung Kupang, Johor
FreeholdTotal : 15,500 acres *Vacant land for mixed development, i.e. residential, commercial and industrial.

* Information is sourced from published information and is subject to due diligence / verification.


TABLE 2 : DIRECTORS AND SUBSTANTIAL SHAREHOLDERS IN TICL
Name
Shareholdings
(Ordinary shares of USD1.00 each)
Direct
Indirect
%
Director
Martin Couch
-
-
-
Helen Allen
-
-
-
Phillip Hinds
-
-
-
Substantial shareholder
QSPV Secretaries Limited *
1,000
-
100.00
                  * held in trust for a charitable trust

TABLE 3 : COSTS OF INVESTMENT FOR THE VENDOR
Security Assets
Date of initial investment
No. of Shares held
Total cost of investment
‘000
RM’million
Crest
1994
29,222,203
120
Time
1990
349,112,731
1,100
Time Warrants
1990
116,918,025
105
Park May
1994
22,526,250
138
Faber
1991
194,484,537
1,169
CAHB
1990
143,076,166
426
CAHB Warrants
1997
14,903,766
24
Camerlin
1997
9,000,000
72
Putra
1994
300,000,000
1,200
Amra
1993
80,000,000
586
TOTAL
4,940
    Note:- The above cost of investment takes into consideration the advances / loans granted to the Security Assets but not including the share of profits and interest costs due on advances / loans.

    Query Letter Contents :

    We refer to your announcement, on behalf of UEM, dated 22 November 2000 in
    respect of the aforesaid matter.
    In this connection, kindly furnish the Exchange with the following additional
    information for public release:
    Details on the condition of the firm offer on the payment and timing of the
    RM1.2 billion investment cost in Projek Usahasama Transit Ringan Automatik Sdn
    Bhd.
    Details of any other liabilities to be assumed by UEM apart from the Renong SPV
    Bonds.
    Details of landbank in Prolink Development Sdn Bhd, including size of the
    landbank.
    Directors and substantial shareholders of Time Investment (Cayman) Limited,
    including their respective shareholdings.
    Effects of the Proposed Acquisitions on the net tangible assets ("NTA") per
    share and gearing of UEM Group before the implementation of the asset
    realisation program.
    Basis of arriving at the NTA per share and gearing of UEM Group, which had
    taken into consideration the asset realisation program.
    Whether any person connected to the directors and substantial shareholders of
    UEM has any interest in the Proposed Acquisitions.
    Statement on whether the Proposed Acquisitions are in the best interest of UEM
    in accordance with Section 114(n) of the Main Board Listing Requirements.
    Please furnish the Exchange with your reply within two (2) market days from the
    date hereof.
    Yours faithfully

    INDERJIT SINGH
    Senior Manager
    Listing Operations
    CKM



    Announcement Info

    Company NameUNITED ENGINEERS (MALAYSIA) BERHAD  
    Stock Name UEM    
    Date Announced28 Nov 2000  
    CategoryGeneral Announcement
    Reference NoCU-001128-56735

    Back