Proposed Disposal of 45,000 Ordinary Shares Of RM10.00 Each In Syarikat Kilang Ayer Batu Kuala Kedah Sdn Bhd By Pinaremas Sdn Bhd

Type	Announcement
Subject	PROPOSED DISPOSAL OF 45,000 ORDINARY SHARES OF RM10.00 EACH IN SYARIKAT KILANG AYER BATU KUALA KEDAH SDN BHD BY PINAREMAS SDN BHD

Contents :

1.0 INTRODUCTION

The Board of Directors of Malaysia Aica Berhad (“Maica” or “the Company”) wishes to announce that Pinaremas Sdn Bhd, a wholly-owned subsidiary of the Company had on 18 July 2007 together with other shareholders of Syarikat Kilang Ayer Batu Kuala Kedah Sdn Bhd (“SKAB”) entered into a Sale and Purchase Agreement (“SPA”) with Madam Yip Che Sin (I/C No. : 610625-02-5864) and Madam Yip Gik Chin (I/C No. : 620919-02-5412) (“the Purchasers”) for the purpose of disposing to the Purchasers, Pinaremas Sdn Bhd’s shareholding of 45,000 ordinary shares of RM10.00 each in SKAB, representing its entire 75% equity interest in SKAB, an indirect subsidiary of the Company, for a total cash consideration of RM495,000 or RM11.00 per share (“the Proposed Disposal”).

2.0 DETAILS OF THE PROPOSED DISPOSAL

2.1 Information on Syarikat Kilang Ayer Batu Kuala Kedah Sdn Bhd (“SKAB”)

SKAB, incorporated on 3 September 1974, is an indirect subsidiary of the Company engaged in the business of manufacturing of ice blocks with an authorised share capital of RM1,000,000 divided into 100,000 ordinary shares of RM10.00 each of which RM600,000 divided into 60,000 ordinary shares of RM10.00 have been fully paid-up.

SKAB is the registered owner of all that piece of freehold land held under Geran Mukim 562, Lot 680, Mukim Kuala Kedah (formerly known as Surat Putus Kechik 14308, Lot 680, Mukim Kuala Kedah) District of Kota Setar, Kedah measuring approximately 3,807.53 sq metres together with a 59 years old ice factory erected thereon. 2.2 The aggregate value of the disposal consideration
The sale consideration of RM495,000 for Pinaremas’ 75% equity interest in SKAB is to be satisfied entirely by cash. The price was arrived at on a willing-buyer willing-seller basis.

The Purchaser will assume all the assets and liabilities of SKAB as a result of the transaction.

2.3 Salient terms and conditions of the SPA

(a) The SPA is made on the basis of the assets and liabilities of the Company as shown in the audited financial accounts for the financial year ended 31 March 2006.

(b) A sum of RM49,500 has been paid by the Purchasers upon execution of the SPA as deposit whilst the balance of RM445,500 shall be paid by the Purchasers within three months from the date of execution of the SPA ("the Completion Date").   (c) The Proposed Disposal is expected to be completed within the Completion Date.

2.4 Original cost of Investment

The entire shareholding of 45,000 ordinary shares in SKAB was acquired by Pinaremas Sdn Bhd on 29.05.1984 at a total cost of RM451,851.

2.5 Expected gain and utilization of proceeds

The expected gain to be realised by Pinaremas Sdn Bhd from the Proposed Disposal is RM43,149. The proceeds will be utilised as working capital for the Group.

3.0 FINANCIAL EFFECT OF THE PROPOSED DISPOSAL

3.1 Earnings, Net Asset (“NA”)

  The Proposed Disposal, when completed, will have no material effect on the earnings and NA per share of the Group.

3.2 Gearing, Share Capital & Substantial Shareholders’ Shareholding

  There will not be any effect on the gearing, share capital and substantial shareholders’ shareholding of Maica, as the sale consideration will be satisfied in cash.

4.0 APPROVAL REQUIRED

  The Proposed Disposal is not subject to any approvals being obtained.

5.0 DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST

  None of the Directors and/or substantial shareholders and/or persons connected to the Directors or substantial shareholders of Maica have any interest, direct or indirect, in the Proposed Disposal.

6.0 RATIONALE FOR THE PROPOSED DISPOSAL AND ITS RISK FACTORS

The Proposed Disposal is in line with the Group’s move to streamline its diverse investments and sale of the Group’s non core business activities.  

7.0 STATEMENT BY THE BOARD OF DIRECTORS

The Board of Directors of Maica is of the opinion that the Proposed Disposal is in the best interest of the Maica Group.

To the best knowledge of the Directors of Maica, the Proposed Disposal has not departed from the Securities Commission’s Policies and Guidelines on Issue and Offer of Securities.

 

8.0 DOCUMENTS FOR INSPECTION

 The SPA will be available for inspection at the registered office of Maica at No. 8, 3rd Floor, Jalan Segambut, 51200 Kuala Lumpur during normal office hours between Monday to Friday (except public holidays) for a period of two (2) weeks from the date of this announcement.

c.c. : Securities Commission

---