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      PRESS RELEASE   
FOR IMMEDIATE RELEASE
14 August 2001

Company Name:
Stock name :
Stock code :
Contact person :
Designation :

Type :
Reference No.:
AIC CORPORATION BERHAD ("AIC") or ("COMPANY")
AIC
9547
Chen Heng Mun
Company Secretary

Announcement
AC-010814-3B814

Subject :

DISPOSAL OF REMAINING 50% EQUITY INTEREST
IN CUSTOM TOOLING & ENGINEERING (S) PTE LTD ("CTES")

Contents:

1. INTRODUCTION

On behalf of the Board of AIC, we are pleased to announce that on 10 August 2001, the following agreements have been entered into :-

1.1 Share Sale Agreement ("SPA") between Custom Tooling Holdings Sdn Bhd ("CTH"), a wholly owned subsidiary of AIC, and Custom Technology (S) Pte Ltd ("CTPL") for the sale by CTH of 175,000 ordinary shares of S$1.00 each, equivalent to 50% of the present equity capital, in CTES, a 50% owned subsidiary of CTH, to CTPL for a total cash consideration of S$1,910,000; and

1.2 Termination Agreement ("TA") between CTH and Lee Peng Kai ("LPK") ("hereinafter referred as "the Parties") to revoke a management agreement entered into between CTH and LPK on 14 October 1996 (the "Management Agreement") whereby CTH appointed LPK as the Managing Director for CTH, CTES, Custom Tooling (Malaysia) Sdn Bhd and Custom Tooling Engineering (M) Sdn Bhd on such terms and conditions as appearing in the Management Agreement.

(The SPA and TA are hereinafter known as the "Proposals")

2. DETAILS OF THE PROPOSALS

2.1 Prior to the SPA, CTH owns 50% of CTES. Following the above share sale by CTH, CTH will now cease to own any shares in CTES. A summary of CTES's shareholdings is set out in Table 1.

The basis of the consideration for the above shares was arrived at on a willing buyer willing seller basis after taking into consideration the net tangible assets and the earnings potential of CTES.

The consideration for the share sale shall be payable upon the execution of the SPA. The said cash consideration of S$1,910,000 was fully settled through payments of S$830,000 and RM2,300,000. The sale proceeds from the share sale shall be utilised for working capital purposes. The expected gain from the disposal is approximately RM900,000.

The CTES shares will be disposed of free from all claims, charges, liens, mortgages or any encumbrances whatsoever together with all rights attaching thereto as at the date of the SPA.

2.2 Pursuant to the TA, the parties mutually agree to revoke and to terminate the Management Agreement and to release and discharge each other from all obligations, liabilities, claims and / or demands whatsoever in respect of the Management Agreement.

3. BACKGROUND INFORMATION

3.1 CTES

CTES was incorporated in Singapore on 20 April 1990. It has an authorised share capital of S$1,000,000 comprising 1,000,000 ordinary shares of S$1.00 each, of which 350,000 of the said ordinary shares have been issued and fully paid up.

AIC first acquired the entire paid-up capital of CTES consisting of 245,000 ordinary shares of S$1.00 each on 15 October 1996 which was later transferred to its wholly-owned subsidiary, CTH.

On 13 October 2000, CTH disposed of 70,000 ordinary shares of S$1.00 each in CTES, equivalent to 28.57% of the then paid-up capital of CTES at S$245,000. On the same date, CTPL subscribed 105,000 new ordinary shares of S$1.00 each in CTES thus enlarging the equity capital of CTES to 350,000 ordinary shares of S$1.00 each and reducing CTH’s equity interest in the enlarged capital of CTES to 50%.

CTES carries on the business of consulting, design and manufacture of plastics, metal and casting for various manufacturing industries.

Based on the unaudited results of CTES for the 3 month period up to 31 March 2001, CTES incurred a loss of S$218,400 (31 December 2000: net profit of S$58,400). The net tangible assets of CTES stood at S$3,522,872 as at 31 March 2001 (31 December 2000: S$3,885,402).

3.2 CTPL

CTPL is a company incorporated in Singapore on 1 July 1998. It is an investment holding company and has an authorised share capital of S$100,000 comprising 100,000 ordinary shares of S$1.00 each, of which 50,000 of the said ordinary shares have been issued and fully paid-up.

The shareholders and directors of CTPL are Lee Peng Kai and Soon Boon Guan, who each hold 25,000 ordinary shares of S$1.00 each, representing 50% of the equity interest in CTPL.

4. RATIONALE OF THE PROPOSALS

The Proposals will allow AIC to focus more of its resources on its core semiconductor and high technology related businesses.

5. FINANCIAL EFFECTS OF THE PROPOSALS

a) Share Capital and Substantial Shareholding

The Proposals will not have any effect on the share capital and substantial shareholding of AIC.

b) NTA

The Proposals will not have any material effect on the NTA of the AIC Group.

c) Earnings

The Proposals will not have any material effect on the earnings of the AIC Group for the financial year ending 31 December, 2001.

6. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS’ INTEREST

None of the directors or substantial shareholders of AIC has any interest, direct or indirect, in the Proposals. However, Lee Peng Kai and Soon Boon Guan are deemed to be interested in the said Proposals as they are Directors and substantial shareholders of CTES by virtue of their directorship and shareholdings in CTPL.

7. DIRECTORS’ STATEMENT

The Board of AIC is of the opinion that the Proposals are in the best interest of the AIC Group.

Tables Section - This section is to be used to create and insert tables. Please make the appropriate reference to the table(s) in the Contents of the Announcement:

 

 

Shareholders

Current Shareholding in CTES

No. of ordinary shares of S$1.00 each (%)

Shareholding after the SPA

No. of ordinary shares of S1.00 each (%)

CTH

CTPL

175,000 (50%)

175,000 (50%)

Nil (0%)

350,000 (100%)

Total Share Capital of CTES 350,000 (100%) 350,000 (100%)

14 August 2001
Ref: 063

 

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