1.    INTRODUCTION
 
We wish to announce that Sunway City Sdn Bhd (“SunCity”), a wholly-owned subsidiary of Sunway, has on 16 May 2016, acquired the entire equity interest comprising 100 ordinary shares of RM1.00 each in Sun-Block (Batang Kali) Sdn Bhd (“SunBlock”) from Sunway Construction Sdn Bhd (“SCSB”), a subsidiary of Sunway Construction Group Berhad (“SunCon”), which in turn is a subsidiary of Sunway, for a total consideration of RM100/- (“Acquisition”). 

2.    INFORMATION ON SUNBLOCK AND SCSB

2.1    SunBlock 

SunBlock was incorporated on 15 January 1998 and its authorised and paid-up share capital are RM100,000/- and RM100/- respectively. SunBlock is presently dormant. 

Upon completion of the Acquisition, SunBlock has become a direct subsidiary of SunCity.

2.2    SCSB 

SCSB was incorporated on 26 April 1976 and its authorised and paid-up share capital are RM1,000,000,000.00 and RM193,954,000 respectively. The principal activities of SCSB are turnkey, construction related design and build, civil engineering and building works. 

3.    BASIS OF CONSIDERATION

The consideration of RM100/- was arrived at on a willing buyer willing seller basis after taking into consideration the net book value of SunBlock based on its audited financial statements for the financial year ended 31 December 2015. 

4.    SOURCE OF FUNDS

The Acquisition is funded through internally generated funds.
 
5.     LIABILITIES TO BE ASSUMED

There are no liabilities (including contingent liabilities and guarantees) to be assumed by Sunway arising from the Acquisition.

6.    APPROVAL REQUIRED

The Acquisition does not require the approval of shareholders of Sunway.

7.    EFFECT OF THE ACQUISITION

The Acquisition is not expected to have any material effect on the earnings per share, net assets per share and gearing of Sunway, and it has no effect on Sunway’s share capital and substantial shareholders’ shareholding.
 

8.    DIRECTORS AND/OR MAJOR SHAREHOLDERS’ INTERESTS

Tan Sri Dato’ Seri Dr Jeffrey Cheah Fook Ling and Sarena Cheah Yean Tih are directors and major shareholders of Sunway. They have deemed interest in SCSB by virtue of being major shareholders of SunCon. Sarena Cheah Yean Tih is also a Director of SunCity. Accordingly, she has abstained from all board deliberations of SunCity in respect of the Acquisition.

Evan Cheah Yean Shin is a director and major shareholder of SunCon as well as director of several subsidiaries and major shareholder of Sunway. Puan Sri Datin Seri (Dr) Susan Cheah Seok Cheng, Sungei Way Corporation Sdn Bhd and Active Equity Sdn Bhd are major shareholders of both Sunway and SunCon. 

Dato’ Chew Chee Kin is a Director of both Sunway and SunCon. 

Save as disclosed above, none of the directors and/or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Acqusition. 

9.    STATEMENT BY BOARD OF DIRECTORS

Save and except for Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Sarena Cheah Yean Tih and Dato’ Chew Chee Kin who are the interested parties, the Board of Directors is of the opinion that the Acquisition is in the best interest of Sunway. 

This announcement is dated 16 May 2016.