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Segmental results
UMW HOLDINGS BHD
Extraordinary General Meeting
15 October 2019
Segmental results Extraordinary General Meeting 15 October 2019 1 - - PowerPoint PPT Presentation
UMW HOLDINGS BHD Segmental results Extraordinary General Meeting 15 October 2019 1 PURPOSE OF EGM We seek your approval for the: proposed disposal of 10 lots of industrial leasehold land at Jalan Utas 15/7 & Jalan Pengisar 15/9 Shah
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15 October 2019
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PURPOSE OF EGM
We seek your approval for the:
UMW HOLDINGS BERHAD
▪ proposed disposal of 10 lots of industrial leasehold land at Jalan Utas 15/7 & Jalan Pengisar 15/9 Shah Alam owned by various subsidiaries of the UMW Group. ▪ and the subsequent proposed tenancy of part of the properties
Former UMW Corporate Office (Lot 10) UMW Industries (Lot 14 & 16) UMW M&E Office & Lubricant Plant (Lot 6 & 8) UMW Equipment & UMW Advantech (Lot 3) Additional Parking (Lot 51)
6.16 acres3
The proposed disposal consideration of RM287.7m represents a premium of approximately 6.95% over the market value
UMW HOLDINGS BERHAD
Properties 10 lots of industrial leasehold land including buildings, structures and plants located in Shah Alam with unexpired term ranging from 50 to 59 years Total land size 38.803 acres (1,690,298 sq ft) Vendors Subsidiaries of UMW Holdings Berhad Purchaser Strategic Sonata Sdn Bhd (SSSB) Disposal Consideration RM287.7 million(1) Market Value RM269.0 million (2)
(1) A private bidding exercise to seek prospective buyers for the Shah Alam Properties were conducted in two (2) stages, whereby SSSB was the highest bidder with the lowest tenancy charges. The Disposal Consideration was arrived at on a willing-buyer willing-seller basis after taking into consideration the market value of the Shah Alam Properties. (2) as ascribed by Messrs Raine & Horne International Zaki + Partners Sdn Bhd on 30 June 2019 vide its valuation report dated 26 July 2019, which was arrived at using the cost approach as the principal valuation methodology and counter-checked against the investment approach.
RATIONALE & BENEFITS OF THE PROPOSED DISPOSAL
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Strengthen the ecosystem for high-value, advanced manufacturing activities at the site
In line with the UMW Group’s overall strategy of ensuring sustainable value creation for shareholders
High Value Manufacturing Park (HVM) Park in Serendah. This move is expected to Drive influx of greenfield manufacturing investments Elevate the value of UMW’s land in Serendah
distribute a special cash dividend to existing shareholders
fund the capital expenditure of the Equipment and M&E business
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Description of use Amount (RM’000) Expected timeframe from receipt of proceeds Capital expenditure (1) 70,000 12 months Settlement of maturing debt (2) 150,000 8 months Working capital of UMW Group(3) 4,068 1 month Special cash dividend (4) 46,732 3 months Defray estimated expenses relating to the Proposals (5) 16,900 3 months Total 287,700
(1) includes the upgrading of plant, equipment and tools in the M&E segment and purchases for the Equipment segment’s leasing business. (2) earmarked towards the settlement of Senior Sukuk that will mature in June 2020. (3) to fund day-to-day operations which include, but not limited to, payment to suppliers and payment of staff related expenses. (4) based on the number of ordinary shares of UMWH (“UMWH Shares”) in issue of 1,168,293,932 as at 31 August 2019 and special cash dividend of RM0.04 per UMWH Share, the estimated amount to be distributed to the entitled shareholders of UMWH is approximately RM46.7 million. The entitlement date and actual amount to be distributed will be determined and announced later. (5)
USE OF PROCEEDS
Estimated RPGT payable 12,281 Other expenses related / incidental to the Proposals 66 Professional Fees 4,163 Fees payable to the relevant authority 53 Expenses relating to the printing / despatch of circular, advertising and this EGM 337 *Any shortfall or excess in funds allocated for estimated expenses will be funded from or used for working capital purposes
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PROPOSED TENANCY
UMW will lease part of the Shah Alam Properties from the purchaser to ensure undisrupted business operations prior to the Serendah relocation
UMW HOLDINGS BERHAD
Tenanted Lots The Shah Alam Properties excluding Lot 2, Lot 51, part of Lot 10 and Lot 18 (Total net lettable area of 707,630 sq ft) Tenure 3 years Rental Rate RM12.6 million per annum Commencement date Upon completion of the Proposed Disposal
location
RM 1.32 – RM 2.15
per sq ft monthly rental rate of similar properties
RM 1.48
per sq ft Implied monthly rental rate of proposed tenancy
RM 1.80 – RM 2.15
per sq ft monthly rental rate of most similar properties in terms of lettable area & location
ahead of the planned relocation
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No effect
Audited as at 31 December 2018 After the Proposals 2.86 3.01 0.85 0.81 Audited for the financial year ended (“FYE”) 31 December 2018 After the Proposals Proforma gain from the Proposals attributable to owners of the Company = RM166.7(1) million 29.49 42.30 Net assets per UMWH Share (RM) Gearing (times) Share capital and substantial shareholders’ shareholding Earnings per UMWH Share (sen) Earnings
Note: (1) assuming that the Proposals had been effected on 1 January 2018, being the beginning of the FYE 31 December 2018
EFFECTS OF THE PROPOSALS
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APPROVALS REQUIRED & TIMELINE
Received 28 June 2019 Approval from Ministry of Economic Affairs To be obtained at this EGM (15 Oct 2019) Approval from Shareholders of Vendors Approval from State Authority
Received 29 July & 1 Aug 2019 Received 27 Aug 2019
Approval from Shareholders of UMWH
Mid Nov 2019
Disposal
Proposed Tenancy
(1) Tan Sri Dato’ Sri Hamad Kama Piah bin Che Othman, Datin Paduka Kartini binti Hj Abdul Manaf and Cik Salwah binti Abdul Shukor (“Interested Directors”) have abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings of our Company in relation to the Proposed Disposal & Proposed Tenancy (“Proposals”). (2) Amanah Saham Bumiputera (“ASB”), Permodalan Nasional Berhad and the Interested Directors will abstain from voting in respect of their direct and/or indirect shareholdings in our Company, if any, on the resolution pertaining to the Proposals tabled at this EGM. ASB and the Interested Directors have undertaken that they will ensure that persons connected with them will abstain from voting in respect of their direct and/or indirect shareholdings in our Company, if any, on the resolution pertaining to the Proposals to be tabled at this EGM
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