PRESS RELEASE
FOR IMMEDIATE RELEASE
14 August 2001
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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 CTHs 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 |