1. INTRODUCTION

We wish to announce that Sunway City Sdn Bhd (“SunCity”), a wholly-owned subsidiary of Sunway has on 8 March 2018, acquired 700,000 ordinary shares representing 70% equity interest in Sunway GD Piling Sdn Bhd (“Sunway GD”) from Sunway Construction Sdn Bhd (“SCSB”), a subsidiary of Sunway Construction Group Berhad (“SunCon”) for a total consideration of RM795,284/- (“Acquisition”). SunCon is a 54.44% owned subsidiary of Sunway.

2. INFORMATION ON SUNCITY, SUNWAY GD AND SCSB

2.1 SunCity

SunCity was incorporated on 13 July 1982 and its issued and paid-up share capital is RM251,447.14/- comprising 250,000 ordinary shares and 144,714 Non-Convertible Non-Cumulative Redeemable Preference Shares. The principal activity of SunCity is investment holding.

2.2 Sunway GD

Sunway GD was incorporated on 31 May 2005 and its issued and paid-up share capital is RM1,000,000/- comprising 1,000,000 ordinary shares. Sunway GD is presently dormant and has ceased operation. 

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

2.3 SCSB

SCSB was incorporated on 26 April 1976 and its issued and paid-up share capital is RM193,954,000/- comprising 193,954,000 ordinary shares. The principal activities of SCSB are turnkey, construction related design and build, civil engineering and building works and as transportation agent. 

The directors of SCSB are Tan Sri Dato’ (Dr) R V Navaratnam, Datuk Kwan Foh Kwai, Evan Cheah Yean Shin, Chung Soo Kiong, Liew Kok Wing and Wong Kwan Song.

SCSB is a wholly-owned subsidiary of SunCon.

3. BASIS OF CONSIDERATION

The consideration of RM795,284/- was arrived at after taking into consideration the net book value of Sunway GD based on its audited financial statements for the financial year ended 31 December 2017. 

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 interests 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, Adrian Cheah Yean Sun, 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 Acquisition. 

9. AUDIT COMMITTEE’S RECOMMENDATION

The Audit Committee of Sunway, after having considered all aspects of the Acquisition, is of the opinion that the Acquisition is in the best interests of Sunway and is not detrimental to the interests of the non-interested shareholders of Sunway. The Audit Committee of Sunway is of the view that the Acquisition is fair, reasonable, at arms’ length and on normal commercial terms.

10. STATEMENT BY BOARD OF DIRECTORS

Save and except for Tan Sri Dato' Seri Dr Jeffrey Cheah Fook Ling, Dato’ Chew Chee Kin and Sarena Cheah Yean Tih 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 8 March 2018.