BURSA ANNOUNCEMENTS

Date : 04 May 2001

ACQUISITION OF 100% EQUITY INTEREST IN MACRO PLASTICS SDN BHD

UPA CORPORATION BHD

TypeReply to query
Reply to Query Letter by KLSE reference IDFM-010427-60344
SubjectACQUISITION OF 100% EQUITY INTEREST IN MACRO PLASTICS SDN BHD

Contents :

1. The net tangible assets of MPSB was RM 4,266,133 while the net profit after tax was RM 905,281/= based on the audited account for financial year ended 31st December 2000.


2. None of the Directors of the Company nor substantial shareholders and/or persons connected to them has any interest, direct or indirect in the acquisition exercise.

3. The agreement in respect of this acquisition can be inspected at the office of the Company’s solicitor at the following address during office hours of 9.00 am to 5.00 pm from Monday to Friday (except for Public Holidays) :

    Messrs. Liow Teik Foong & Partners
    No. 22 Jalan PJS 3/34
    Taman Sri Manja 6 ½ Miles
    Off Jalan Kelang Lama
    46000 Petaling Jaya,
    Selangor Darul Ehsan.
4. The original cost of investment by the vendors in MPSB, to the best knowledge of the Directors, was RM 300,000/= for the 300,000 units ordinary shares of RM 1.00 each paid up capital at the allotment date of 20th August 1998.

5. The Board of Directors, having considered all relevant factors and after due consideration is of the opinion that the above acquisition was done in the best interest of the Company to fulfill its aims of expansion, diversification and enhancement of the Group’s future earning

6. The original Sales and Purchase Agreement was signed on 2nd May 2000 while its supplemental agreement was signed on 29th July 2000 to defer the settlement date of balance sum to end of June 2001.
      The salient terms of the Sales and Purchase Agreement, amongst which are detailed as below :

      a) Both the Vendors and the Company had finalised and agreed that the Net Tangible Asset of MPSB as at 31st December 1999 stands at RM 1,360,852/= At the point of time of the Vendor’s handing over the management and control of MPSB, its Net Tangible Asset shall not be less then RM 1,360,852/=. In the event of a short fall on the Net Tangible Asset value at the management and control handing over date, the said amount shall be deducted from the balance purchase price payable.

        The management and control handing over date as according to Sales and Purchase agreement is meant to indicate the date when all of the following are completed :

        (a) the share certificates to the Sale Shares together with duly executed transfers to the Sale Shares by the respective Vendors in favour of the Purchaser ;
          (b) a resolution in accordance with the Company’s Memorandum And Articles of Association approving the transfer of the Sale Shares from the Vendors to the Purchaser ;

          (c) a resolution in accordance with the Memorandum And Articles of Association of the Company approving the appointment of the nominee(s) of the Purchasers to the Board of Directors of the Company;

          (d) the resignation letters of all the Directors, the Company Secretary, the Company Auditors and other officers of the Company, to take effect immediately after the appointment of the nominee(s) of the Purchasers to the Board of Directors of the Company ; and

          (e) the handing over of all the statutory books, accounts books files, the company’s Common Seal and all documents of the Company to the purchaser.

        b) Upon the execution of the Agreement, the purchaser shall pay to the vendors sum of RM150,000/= only as deposit and the balance sum of RM1,350,000/= is to be paid within 60 days from the execution date. The Supplementary Agreement however was executed by both Vendors and purchaser to defer the payment to the end of June 2001 with an interest payment of 8.80% per annum.

    Query Letter Contents :

    We refer to your announcements dated 4 and 23 April 2001 in respect of the
    aforesaid
    matter.
    In this connection, kindly furnish the Exchange with the following additional
    information for
    public release :-
    (1) Net tangible assets and net profits of MPSB based on the latest audited
    accounts.
    (2) Whether persons connected to the directors and/or substantial
    shareholders have
    any interest, direct or indirect, in the Acquisition.
    (3) Time and place where the agreement in respect of the Acquisition
    is available
    for inspection.
    (4) The original cost of investment to the vendors in MPSB and the date of
    such investment.
    (5) A statement by the Board of Directors stating whether or not the
    transaction is in the
    best interests 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.
    (6) The date on which the Sale and Purchase Agreement ("SPA") was signed
    and the
    salient terms of SPA.
    Kindly furnish the Exchange with your reply within two (2) market days from the
    date hereof.

    Yours faithfully,

    Chong Fui Tzy
    Manager,
    Listing Operations
    HTH/TFM



    Announcement Info

    Company NameUPA CORPORATION BHD  
    Stock Name UPA    
    Date Announced4 May 2001  
    CategoryGeneral Announcement
    Reference NoUC-010503-58487

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