UBG

(%)

Circular/Notice to Shareholders

UBG BERHAD

SubjectCIRCULAR TO SHAREHOLDERS IN RELATION TO THE

PART A

(I) PROPOSED ACQUISITION OF 1,000,000 ORDINARY SHARES REPRESENTING 100.00% EQUITY INTEREST IN CMS ROADS SDN BHD ("CMS ROADS") FROM PPES WORKS (SARAWAK) SDN BHD ("PPES") AND SARAWAK
ECONOMIC DEVELOPMENT BOARD ("SEDC") FOR A PURCHASE CONSIDERATION OF RM123.00 MILLION ("PROPOSED CMS ROADS ACQUISITION");

(II) PROPOSED ACQUISITION OF 5,000,000 ORDINARY SHARES REPRESENTING 100.00% EQUITY INTEREST IN CMS PAVEMENT TECH SDN BHD ("CMS TECH") FROM PPES FOR A PURCHASE CONSIDERATION OF RM12.00 MILLION
("PROPOSED CMS TECH ACQUISITION");

(III) PROPOSED ACQUISITION OF 68,604,274 ORDINARY SHARES REPRESENTING APPROXIMATELY 49.00% EQUITY INTEREST IN PUTRAJAYA PERDANA BERHAD ("PPB") FROM SWAN SYMPHONY SDN BHD ("SSSB") AT RM4.85
PER PPB SHARE FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM332.70 MILLION ("PROPOSED PPB ACQUISITION");

(IV) PROPOSED ACQUISITION OF 25,540,431 ORDINARY SHARES REPRESENTING 37.56% EQUITY INTEREST IN LOH & LOH CORPORATION BERHAD ("LLCB") FROM BINARY BESTARI SDN BHD ("BBSB") AT RM4.85 PER LLCB SHARE FOR A PURCHASE CONSIDERATION OF APPROXIMATELY RM123.90 MILLION ("PROPOSED LLCB ACQUISITION");

(V) PROPOSED ISSUANCE OF 182,640,800 NEW ORDINARY SHARES OF RM0.25 EACH IN UBG BERHAD ("UBG") TO MAJESTIC MASTERPIECE SDN BHD ("MMSB") AT THE ISSUE PRICE OF RM2.50 PER UBG SHARE ("PROPOSED RESTRICTED ISSUE"); AND

(VI) MANDATORY OFFER BY UBG FOR THE REMAINING SHARES IN PPB AND LLCB NOT ALREADY HELD BY UBG UPON COMPLETION OF THE PROPOSED PPB ACQUISITION AND PROPOSED LLCB ACQUISITION AT THE OFFER
PRICE OF RM4.85 PER PPB SHARE AND lLCB SHARE.
(COLLECTIVELY REFERRED TO AS THE "PROPOSED REGULARISATION SCHEME")

PART B

INDEPENDENT ADVICE LETTER TO THE NON-INTERESTED DIRECTORS AND THE NON·INTERESTED SHAREHOLDERS OF UBG IN RELATION TO THE PROPOSED REGULARISATION SCHEME
Content

UBG-Cover to Page 120.pdf

UBG-Page 121 to Page 199.pdf

UBG-Page 200 to Page 325.pdf

UBG-Page 326 to ProxyForm.pdf


Announcement Info

Company NameUBG BERHAD  
Stock Name UBG    
Date Announced6 May 2008  
CategoryDocument Receipt
Reference NoJM-080506-44820

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