SERBA DINAMIK HOLDINGS BERHAD ( SERBA DINAMIK HOLDINGS OR THE COMPANY )

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1 SERBA DINAMIK HOLDINGS BERHAD ( SERBA DINAMIK HOLDINGS OR THE COMPANY ) PROPOSED ACQUISITION OF 400,000 ORDINARY SHARES REPRESENTING 40% EQUITY INTEREST IN KONSORTIUM AMANIE JV SDN BHD ( KONSORTIUM AMANIE ) BY SERBA DINAMIK SDN BHD ( SDSB ), A WHOLLY-OWNED SUBSIDIARY OF SERBA DINAMIK HOLDINGS FROM FCA CAPITAL SDN BHD AND MIRMAS HOLDING SDN BHD ( VENDORS ) FOR A TOTAL CASH CONSIDERATION OF RM34 MILLION 1. INTRODUCTION On behalf the Board of Directors of Serba Dinamik Holdings, RHB Investment Bank Berhad wishes to announce that SDSB had on 20 February 2017, entered into a Share Purchase Agreement ( SPA ) with the Vendors for the proposed acquisition of 400,000 ordinary shares representing 40% equity interest in Konsortium Amanie for a total cash consideration of RM34 million ( Purchase Consideration ) ( Proposed Acquisition ). Upon completion of the Proposed Acquisition, Konsortium Amanie will become a 40% associated company of SDSB. 2. DETAILS OF THE PROPOSED ACQUISITION The Proposed Acquisition involves the proposed acquisition by SDSB of 40% equity interest in Konsortium Amanie, for a total cash consideration of RM34 million, subject to the terms and conditions of the SPA. 2.1 Basis and justification on arriving at the Purchase Consideration The Purchase Consideration of RM34 million was arrived at on a willing buyer-willing seller basis after taking into consideration the future earnings potential of Konsortium Amanie. 2.2 Satisfaction of the Purchase Consideration The Purchase Consideration is to be satisfied entirely by cash in the following manner: Mode of settlement Timing RM (a) A cash payment representing Upon the execution of the SPA 2,000,000 approximately 5.9% of the Purchase Consideration (b) A cash payment representing approximately 4.1% of the Purchase Consideration Upon the completion of the legal and technical due diligence or on the Completion Date (as defined in Section 2.7 below) (whichever is the later) 1,400,000 (c) Balance of the remaining Purchase Consideration On Completion Date 30,600,000 1

2 2.3 Information on Konsortium Amanie Konsortium Amanie was incorporated in Malaysia under the Companies Act 1965 of Malaysia ( Act ) as a private limited company on 5 April 2016 and is currently dormant. On 28 April 2016, Konsortium Amanie was awarded a contract from the State Government of Terengganu for the design and build of 120 million litres per day ( MLD ) and 28 MLD membrane water treatment plant, intakes, service tank, installation of raw water and clean water pipes, retrofitting and other works for the Kuala Terengganu Utara Water Supply Scheme for the total sum of approximately RM1.306 billion ( Project ). On 13 February 2017, Konsortium Armanee novated the terms and conditions of all rights and/or benefits of the engineering, procurement, construction and commissioning ( EPCC ) contract in relation to the Project to SDSB ( Novation Agreement ). As at the date of this announcement, Konsortium Amanie has an issued and paid-up share capital of RM1 million comprising 1,000,000 ordinary shares. The shareholders of Konsortium Amanie are as follows: Shareholder No. of ordinary shares held % held FCA Capital Sdn Bhd 350, Mirmas Holding Sdn Bhd 250, Tim Sekata Sdn Bhd 250, Brem Maju Sdn Bhd 150, The directors of Konsortium Amanie are Datuk Awalan Bin Abdul Aziz and Dato Nik Mod Amin Bin Nik Abd Majid. As Konsortium Amanie was only incorporated on 5 April 2016, it has no audited financial statements. Konsortium Amanie had recorded an unaudited net loss of approximately RM800,615 for the financial year ended 31 December The unaudited net assets of Konsortium Amanie as at 31 December 2016 were approximately RM199, Information on the Vendors FCA Capital Sdn Bhd was incorporated in Malaysia under the Act as a private limited company on 4 June As at the date of this announcement, FCA Capital Sdn Bhd has an issued and paid-up share capital of RM5 million comprising 5,000,000 ordinary shares. The shareholder of FCA Capital Sdn Bhd are as follows: Shareholder No. of ordinary shares held % held Fask Capital Sdn Bhd 5,000, Mirmas Holding Sdn Bhd was incorporated in Malaysia under the Act as a private limited company on 2 April As at the date of this announcement, Mirmas Holding Sdn Bhd has an issued and paid-up share capital of RM400,000 comprising 400,000 ordinary shares. The shareholders of Mirmas Holding Sdn Bhd are as follows: Shareholder No. of ordinary shares held % held Datuk Awalan Bin Abdul Aziz 140, Fask Capital Sdn Bhd 140, Dato Mat Noor Bin Nawi 40, Amirul Afif Bin Abd Aziz 80,

3 2.5 Sources of funding The Purchase Consideration will be funded via bank borrowings and/or internally generated funds. The breakdown of the source of funding will only be determined at a later stage. 2.6 Liabilities to be assumed Save for the existing liabilities incurred in the ordinary course of business of Konsortium Amanie, there are no liabilities, including contingent liabilities or guarantees to be assumed by the Serba Dinamik Holdings and its subsidiaries ( Group ) pursuant to the Proposed Acquisition. 2.7 Salient terms of the SPA The Vendors agreed to sell to SDSB and SDSB agreed to acquire from the Vendors a total of 400,000 ordinary shares representing 40% equity interest in the issued and paid-up share capital of Konsortium Amanie for a total cash consideration of RM34 million. The Vendors and SDSB to ensure amongst others, that: (i) (ii) (iii) (iv) (v) SDSB is awarded with the EPCC works under the Project amounting to RM289,724,000 in which it was duly accorded pursuant to the Novation Agreement; SDSB is allowed to nominate two (2) out of the five (5) members of the board of directors of Konsortium Amanie; SDSB is entitled to appoint any of its representatives to be the joint authorised signatories for any transaction of above RM30,000; Datuk Awalan bin Abdul Aziz to remain on the board of directors of Konsortium Amanie and as a shareholder of Konsortium Amanie; and SDSB is required to provide working capital/standby line of up to RM30,000,000 for the purpose of preliminary cost, mobilisation and other relevant costs. The working capital shall be fully settled within one (1) year from the issuance of the senior financing of the Project. The completion of the SPA ( Completion Date ) is to take place within forty-five (45) business days from the date of the execution of the SPA (or such other date as may be agreed in writing between SDSB and the Vendors). If the provisions of the SPA are not fully complied with by the Vendors or SDSB by or on the date set for completion, SDSB, in the case of non-compliance by any of the Vendors, or the Vendors, in the case of non-compliance by SDSB, is entitled by written notice to the other Party served on such date: elect to terminate the SPA without liability on the part of the terminating party; or effect completion so far as practicable having regard to the defaults which have occurred; or to fix a new date for completion (not being more than twenty (20) business days after the agreed date for completion) provided such deferral may only occur once. 3

4 3. RATIONALE FOR THE PROPOSED ACQUISITION The Proposed Acquisition is part of Serba Dinamik Holding s strategy to expand the Group s EPCC business segment and EPCC capabilities given that Proposed Acquisition enables SDSB to participate in the EPCC works which is valued at approximately RM million under the Project. The participation by SDSB in the equity of Konsortium Amanie will also enable SDSB to be in a position to reap benefits from the Project as a whole in the form of dividends and track record. SDSB would also be in a good position to offer its expertise in the operations and maintenance ( O&M ) of the water treatment plant upon completion of the Project s EPCC. Moving forward, the Proposed Acquisition is expected to enhance the Group s financial position and profitability. 4. PROSPECTS 4.1 Overview and outlook of the Malaysian economy The Malaysian economy is expected to expand between 4% and 5% in 2017 (2016: 4% -4.5%) with nominal gross national income ( GNI ) per capita increasing 5% to RM39,699 (2016: 4.8%; RM37,812). Economic growth will be underpinned by strong domestic demand, especially private sector expenditure. Private sector activity will be supported by pro-growth fiscal and accommodative monetary policies in an environment of stable inflation, which is projected to range between 2% and 3% (2016: 2% - 2.5%). Meanwhile, public sector expenditure will be driven mainly by higher capital investment by public corporations. On the supply side, growth is expected to be broad-based with all sectors recording positive growth. Malaysia s external position is expected to improve in 2017 mainly supported by strengthening global growth and trade. (Source: Economic Report 2016/2017, Ministry of Finance Malaysia) The Malaysian economy grew by 4.5% in the fourth quarter of 2016 (3Q 2016: 4.3%), underpinned by continued expansion in private sector expenditure. On the supply side, growth continues to be driven by the manufacturing and services sectors. On a quarter-on-quarter seasonally adjusted basis, the economy recorded a sustained growth of 1.4% (3Q 2016: 1.4%). While the external environment may continue to remain challenging, the Malaysian economy will experience sustained growth with the primary driver being domestic demand. Private consumption is anticipated to remain supported by wage and employment growth, with additional impetus coming from announced Government measures to support disposable income of households. Investment activity will continue to be anchored by the on-going implementation of infrastructure projects and capital spending in the manufacturing and services sectors. (Source: Economic and Financial Developments in the Malaysian Economy in the Fourth Quarter of 2016, Bank Negara Malaysia) 4

5 4.2 Future prospects of Konsortium Amanie Konsortium Amanie had been awarded with the Project from the State Government of Terengganu with a total value of approximately RM1.306 billion. The Project is in line with the increasing water demand in Terengganu driven by the delivery of new housing developments, new commercial/industrial complexes coupled with higher domestic household consumption. Taking into consideration the aforesaid, the Company envisages that the future prospects of Konsortium Amanie will be positive. 5. RISK FACTORS IN RELATION TO THE PROPOSED ACQUISITION Save as disclosed below, the Board does not foresee any material risks pursuant to the Proposed Acquisition, (i) Investment risk The Proposed Acquisition is expected to further enhance the Group s involvement in EPCC and O&M segments of business. However, there is no assurance that the anticipated benefits of the Proposed Acquisition will be realised or that the Group will be able to generate sufficient profits arising from the Proposed Acquisition to offset the associated acquisition costs incurred. (ii) Non-completion of the Proposed Acquisition There is a possibility that the SPA may not be completed due to failure in fulfilling the relevant conditions as set out in the SPA within the stipulated time frame. Nevertheless, the Board will take reasonable steps to ensure that the relevant conditions are met within the stipulated timeframe in order to complete the Proposed Acquisition. 6. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 6.1 Share capital and substantial shareholders shareholdings The Proposed Acquisition will not have any effect on the issued and paid-up share capital and the shareholdings of the substantial shareholders of Serba Dinamik Holdings. 6.2 Earnings and earnings per share ( EPS ) The Proposed Acquisition is expected to contribute positively to the consolidated earnings and EPS of Serba Dinamik Holdings in the future through its shareholdings in Konsortium Amanie and contributions from the EPCC works. 6.3 Net assets ( NA ) and gearing The Proposed Acquisition is not expected to have any material effect on the audited consolidated NA per share and gearing of Serba Dinamik Holdings for the financial year ending 31 December APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of Serba Dinamik Holdings s shareholders or any regulatory authorities. 5

6 8. MAJOR SHAREHOLDERS AND DIRECTORS INTEREST None of the major shareholders and Directors of Serba Dinamik Holdings and/or persons connected with them have any interest, direct or indirect in the Proposed Acquisition. 9. STATEMENT BY THE BOARD OF DIRECTORS The Board of Directors, after having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company. 10. PERCENTAGE RATIOS UNDER PARAGRAPH 10.02(G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA SECURITIES The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Securities is 5.42% based on the latest audited consolidated financial statements of Serba Dinamik Holdings for the 6-month financial period ended 30 June ESTIMATED TIMEFRAME FOR COMPLETION The Proposed Acquisition is expected to be completed by the second quarter of DOCUMENTS FOR INSPECTION The SPA in relation to the Proposed Acquisition is available for inspection at the Company s registered office at No. 8-5, Pusat Perdagangan UMNO Shah Alam, Lot 8, Persiaran Damai, Seksyen 11, Shah Alam, Selangor, during office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 21 February

The principal activities of UMWD are mainly investment holding and property development.

The principal activities of UMWD are mainly investment holding and property development. 1. INTRODUCTION UMW Holdings Berhad ( UMW Holdings or the Company ) wishes to announce that its wholly-owned subsidiary, UMW Corporation Sdn Bhd ( UMWC ), has today entered into a Settlement Agreement