(“UOA DEVELOPMENT” Or “THE COMPANY”) SALE of PROPERTIES
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UOA DEVELOPMENT BHD (“UOA DEVELOPMENT” or “THE COMPANY”) SALE OF PROPERTIES (INVENTORIES) TO THE MANAGING DIRECTOR OF THE COMPANY BY EVERISE TIARA (M) SDN BHD, A SUBSIDIARY OF UOA DEVELOPMENT 1. INTRODUCTION The Company wishes to announce that Everise Tiara (M) Sdn Bhd (“Everise Tiara”), A subsidiary of UOA Development had entered into a Sale and Purchase Agreement (“SPA”) on 15 January 2013 with Transmetro Sdn Bhd (“Transmetro”), a corporation related to Mr Kong Chong Soon @ Chi Suim, the Managing Director (“Purchaser”) of UOA Development for the sale of a condominium unit No. B-08-09, Scenaria @ North Kiara Hills, Bukit Segambut, Kuala Lumpur (“Property”), measuring approximately 1,019 square feet for a cash consideration of Ringgit Malaysia Six Hundred Ninety Five Thousand Five Hundred and Ninety (RM695,590.00) only (“Sale”). 2. INFORMATION ON EVERISE TIARA Everise Tiara is a subsidiary of UOA Development, incorporated in Malaysia under the Companies Act, 1965 and presently having its registered address at No. 9, Jalan Indah 16, Taman Cheras Indah, 56100 Kuala Lumpur. The authorised capital of Everise Tiara is RM500,000 divided into 500,000 ordinary shares of RM1.00 each. The issued and paid-up capital is RM300,000 divided into 300,000 ordinary shares of RM1.00 each. The principal activity is Property Development. 3. INFORMATION ON THE PURCHASER Mr Kong Choon Soon @ Chi Suim is the Managing Director of UOA Development is also a Director and Major Shareholder of Transmetro. Mr Kong has an indirect interest of 864,105,540 ordinary shares of RM0.05 each (68%) in UOA Development. He is deemed interested in the said shares by virtue of Section 6A of the Companies Act 1965, shareholdings held through his associates Griyajaya Sdn Bhd and Transmetro Sdn Bhd in United Overseas Australia Ltd, and Transmetro Sdn Bhd, Global Transact Sdn Bhd and his children in the Company. 4. SALIENT TERMS OF THE SPA The consideration for the Sale, Ringgit Malaysia Six Hundred Ninety Five Thousand Five Hundred and Ninety (RM695,590.00) only (“Consideration”), shall be paid in the following manner: a) A payment equivalent to 10% of the Consideration shall be paid upon execution of the SPA; and b) The balance 90% of the Consideration shall be paid by instalments according to the stage of works completed. 1 5. RATIONALE FOR THE SALE The Sale is in the ordinary course of business of Everise Tiara and to realise the assets, which formed part of the inventories of Everise Tiara. There is no liability to be assumed arising from the Sale. 6. BASIS OF ARRIVING AT CONSIDERATION The Consideration was based on the selling price for the Property similarly given to eligible employees of UOA Development, its subsidiaries (“UOA Group”) and its holding companies. The Sale was carried out in the ordinary course of business of Everise Tiara and under normal commercial terms and conditions not more favourable than those available to other eligible employees of UOA Group and its holding companies. 7. FINANCIAL EFFECTS OF THE SALE 7.1 Earnings The Sale is expected to contribute to the earnings of the Company. 7.2 Net Assets The net assets are expected to improve by the Sale. 7.3 Gearing The Sale is not expected to have any impact on the gearing of the Company. 7.4 Share Capital and Substantial Shareholders’ shareholding. The Sale is not expected to have any impact on the issued and paid-up share capital of the Company, or the Substantial Shareholders’ shareholding. 8. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Sale pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 0.32% computed based on the audited accounts of UOA Development as at 31 December 2011. 9. ESTIMATED TIME FRAME FOR COMPLETION The Sale is expected to be completed by 14 January 2016. 10. TOTAL AMOUNT TRANSACTED WITH MR KONG CHONG SOON @ CHI SUIM AND PERSONS CONNECTED TO HIM The transactions entered between Mr Kong Chong Soon @ Chi Suim and persons connected to him with UOA Group for the preceding 12 months as set out in the table below. 2 Name of Purchaser Details of Consideration Cumulative Company in Property / date Balance UOA Group of purchase Magna Tiara Person Unit B-12-08, Le RM547,856.00 RM547,856.00 Development connected to Yuan Sdn Bhd Kong Chong Residence, Soon @ Chi Happy Garden, Suim Kuala Lumpur / 10/01/2012 Magna Tiara Person Unit B-18-08, Le RM570,166.00 RM1,118,022.00 Development connected to Yuan Sdn Bhd Kong Chong Residence, Soon @ Chi Happy Garden, Suim Kuala Lumpur / 10/01/2012 Magna Tiara Person Unit B-19-08, Le RM573,076.00 RM1,691,098.00 Development connected to Yuan Sdn Bhd Kong Chong Residence, Soon @ Chi Happy Garden, Suim Kuala Lumpur / 10/01/2012 Paramount Company in Unit 18-09 The RM580,398.00 RM2,271,496.00 Properties Sdn which Kong Vertical Office Bhd Chong Soon @ Suites, Bangsar Chi Suim has South, Kuala substantial Lumpur / interest 04/05/2012 Paramount Company in Unit 18-10, The RM639,548.00 RM2,911,044.00 Properties Sdn which Kong Vertical Office Bhd Chong Soon @ Suites, Bangsar Chi Suim has South, Kuala substantial Lumpur / interest 04/05/2012 Sunny Uptown Person Unit A-20-3 The RM1,126,290.00 RM4,037,334.00 Sdn Bhd connected to Park Kong Chong Residences, No. Soon @ Chi 2A Jalan Suim 1/112H, Bangsar South, Off Jalan Kerinchi, 59200 Kuala Lumpur / 25/07/2012 3 Sunny Uptown Person Unit A-20-2 The RM1,126,290.00 RM5,163,624.00 Sdn Bhd connected to Park Kong Chong Residences, No. Soon @ Chi 2A Jalan Suim 1/112H, Bangsar South, Off Jalan Kerinchi, 59200 Kuala Lumpur / 30/07/2012 11. APPROVALS REQUIRED The Sale is not subject to the approval of the shareholders of the Company or any other regulatory authorities as the total transactions for the preceding 12 months does not exceed 5% in any of the percentage ratio. 12. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS Save for Mr Kong Chong Soon @ Chi Suim, none of the Directors and Major Shareholders of the Company or persons connected to them has any interest, direct or indirect, in the Sale. 13. DIRECTORS’ STATEMENT The Board of Directors of UOA Development having considered the rationale and all relevant aspects of the Sale is of the opinion that the Sale is in the best interest of the Company and its shareholders, is fair and reasonable and on normal commercial terms and not detrimental to the minority shareholders of the Company 14. AUDIT COMMITTEE’S STATEMENT The Sale was carried out in the ordinary course of business of Everise Tiara as property developer and under normal commercial terms and conditions not more favourable than those generally available to eligible employees of UOA Group and its holding companies. The Audit Committee is of the view that the Sale is in the best interest of the Company, is fair, reasonable and on normal commercial terms and is not detrimental to the interest of minority shareholders of the Company. 15. DOCUMENTS AVAILABLE FOR INSPECTION The SPA is available for inspection at the principal place of business of UOA at Wisma UOA Bangsar South, Tower 1, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur during business hours from Monday to Friday (save for public holidays) for a period of three months from the date of this announcement and the date of execution of the SPA where applicable. This announcement is dated 22 February 2013. 4 .