United Engineers (Malaysia) Berhad - Proposed Acquisition of Assets ("Proposed Acquisitions")
UNITED ENGINEERS (MALAYSIA) BERHAD |
Type | Reply to query |
Reply to Query Letter by KLSE reference ID | KM-001123-60158 |
Subject | United 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
Location | Tenure | Size | Purpose |
Mukim Pulai, Johor; Mukim Jelutong, Johor; and Mukim Tanjung Kupang, Johor | Freehold | Total : 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 |
|
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 |
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 Name | UNITED ENGINEERS (MALAYSIA) BERHAD |
Stock Name | UEM |
Date Announced | 28 Nov 2000 |
Category | General Announcement |
Reference No | CU-001128-56735 |