Boustead Holdings To Privatise UAC Berhad

KUALA LUMPUR, May 21, 2012 – Boustead Holdings Berhad (BHB) today announced its intention to privatise UAC Berhad (UAC) by way of a Proposed Selective Capital Reduction and Repayment Exercise (Proposed SCR) and a Proposed Dividend by UAC (collectively referred to as the Proposals).

BHB currently holds 65% equity interest in UAC. Pursuant to the Proposals, the shareholders of UAC apart from BHB will have the opportunity to realise their investment in UAC at an attractive premium whereby following the completion of the Proposals, BHB will hold 100% equity interest in UAC.

The Proposed SCR will involve a selective capital reduction and a corresponding capital repayment to the shareholders of UAC based on an entitlement date to be determined later, save for 1,000,000 UAC Shares which will be held by BHB upon completion of the Proposals. As an integral part of the Proposals, it is also proposed for UAC to pay a dividend to its shareholders.

Under the Proposed SCR, UAC’s shareholders will receive a total cash payment of RM85.4 million or RM3.30 per UAC share. Additionally, under the Proposed Dividend, UAC minority shareholders will receive a dividend payment of RM1.00 (net of tax) per UAC share amounting to RM25.9 million. Accordingly, UAC’s shareholders will receive, in total, a cash payment of RM111.3 million or RM4.30 per UAC share (Deemed Offer Price) pursuant to the Proposals.

The Deemed Offer Price of RM4.30 per UAC share represents a premium of 49.9% above UAC’s five-day volume weighted average market price of RM2.87 as at 18 May 2012 being the last trading day of UAC shares prior to its suspension.

YBhg Tan Sri Dato’ Lodin Wok Kamaruddin, Deputy Chairman/Group Managing Director of Boustead Holdings Berhad, said “The Boustead Group has performed consistently well over the years and has been fortifying its earnings potential. We have ensured organic growth and when appropriate, as it is in this case, we have undertaken corporate exercises with the sole view of strengthening shareholder value.”

“We believe that the Proposals represent a very compelling opportunity for the shareholders to realise a cash payment for their UAC shares at a level that would not have been possible on the share market based on the historical share price trend of UAC. This is also an apt opportunity to reward the many long-term shareholders of UAC who have supported UAC over these past years with an attractive rate of return on their investment in UAC. Another factor leading to our privatisation was the fact that trading in UAC Berhad shares have been relatively illiquid on the stock market.”

“At Boustead, we are very focused on talent management given that this is one of the most crucial factors to ensure the Group’s on-going growth plans are achieved without interruption. In tandem with this philosophy, we will maintain the strong talent pool that we have nurtured at UAC Berhad,” concluded YBhg Tan Sri Dato’ Lodin.

The Proposed SCR and the Proposed Dividend are inter-conditional and are subject to the approval of the shareholders of UAC at an extraordinary general meeting to be convened.

UAC Berhad is a leading manufacturer and distributor of fibre cement building and construction products. UAC Steel Systems Sdn Bhd, its wholly-owned subsidiary, manufactures and installs steel roof truss systems for commercial, residential and industrial buildings.

Since its inception as a modest trading entity more than 180 years ago, the Boustead Group has grown by leaps and bounds to comprise more than 90 subsidiary and associate companies, and has substantial interests in various sectors of the Malaysian economy. The Boustead Group’s operations are focused in six key areas; plantation, heavy industries, property, finance & investment, trading & manufacturing and pharmaceutical. As at 31 March 2012, Boustead Holdings Berhad’s paid-up capital was RM517 million while its shareholders’ funds stood at RM4.6 billion. Market capitalisation is currently in excess of RM5.6 billion.

Forward looking statements This release may contain certain forward-looking statements with respect to the financial conditions, results of operations and business of the Group and certain plans and objectives of Boustead Holdings Berhad with respect to these items. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

-ends-