| Contents | 1. INTRODUCTION
We wish to inform that Sunway Construction Sdn Bhd (“SunCon”), a wholly-owned subsidiary of Sunway has on 21 September 2010, acquired 4,000 ordinary shares of RM1/- each, representing the remaining 40% equity interest in Sunway Interiors Sdn Bhd (formerly known as Sunway-LCL Interiors Sdn Bhd) ("Sunway Interiors") from LCL Corporation Berhad ("LCL") for a total cash consideration of RM4,000/- [hereinafter referred to as "the Acquisition"]. The purchase consideration was arrived at on a willing buyer willing seller basis. As a result of the Acquisition, Sunway Interiors has become a wholly-owned subsidiary of SunCon.
SunCon has on even date, entered into a Deed of Mutual Termination with LCL to mutually terminate the Shareholders Agreement which was signed with LCL on 21 October 2009. The announcement on the Shareholders Agreement was made on 21 October 2009.
2. INFORMATION ON SUNCON, LCL AND SUNWAY INTERIORS
2.1 SunCon
SunCon is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of SunCon are RM1,000,000,000/- and RM193,954,000/- respectively. The principal activities of SunCon are turnkey, construction related design and build, civil engineering and building works.
2.2 LCL
LCL is a company incorporated in Malaysia and having its registered office at No. A-15-4, Northpoint Offices, Medan Syed Putra Utara, 1 Jalan Syed Putra, Mid Valley City, 59200 Kuala Lumpur. The authorised and paid-up share capital of LCL are RM500,000,000/- and RM71,566,150/- respectively. The principal activities of LCL are investment holding and provision of management services to its subsidiaries which are mainly in interior fit-out businesses.
2.3 SUNWAY INTERIORS
Sunway Interiors, a 60% owned subsidiary of SunCon, is a company incorporated in Malaysia and having its registered office at Level 16, Menara Sunway, Jalan Lagoon Timur, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. The authorised and paid-up share capital of Sunway Interiors are RM100,000/- and RM10,000/- respectively. The intended principal activity of Sunway Interiors was to carry on the interior works such as interior fit-out, system furniture and customized joinery system for potential interior fit-out (“IFO”) projects in Abu Dhabi but it is presently dormant.
3. BACKGROUND OF SHAREHOLDERS AGREEMENT
Under the Shareholders Agreement, SunCon and LCL had agreed to undertake and carry out IFO projects in Abu Dhabi and any other locations as may be agreed upon from time to time as well as to record their joint venture arrangement and their rights and obligations as shareholders in Sunway Interiors with the following shareholding structure:-
Name of Shareholder Percentage of Shareholding
SunCon 60%
LCL 40%
4. RATIONALE FOR THE ACQUISITION AND TERMINATION OF SHAREHOLDERS AGREEMENT
As Sunway Interiors is presently dormant and has not undertaken any project since its inception, the parties have agreed to mutually terminate the Shareholders Agreement. The Acquisition will allow SunCon to use Sunway Interiors for any future new business.
5. EFFECTS OF THE ACQUISITION AND TERMINATION OF SHAREHOLDERS AGREEMENT
The Acquisition and termination of the Shareholders Agreement have no material effect on Sunway's earnings per share and net assets per share. There will be no effect on the share capital and substantial shareholders' shareholding of Sunway.
6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
Insofar as the Directors are aware, none of the directors or major shareholders of Sunway or persons connected with them has any interest, whether direct or indirect, in the Acquisition and termination of the Shareholders Agreement.
This announcement is dated 21 September 2010. |