1201 SUMATEC, SUMATEC RESOURCES BHD
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PROPOSED DISPOSAL
5 May 2010, 19:16
PROPOSED DISPOSAL
SUMATEC RESOURCES BERHAD (SUMATEC OR COMPANY)
PROPOSED DISPOSAL OF EQUITY INTERESTS IN SUMATECS SHIPPING RELATED SUBSIDIARIES
(PROPOSED DISPOSAL)
We refer to the announcements dated 6 January 2010 and 5 April 2010
respectively in relation to the heads of agreement entered into between Hoe
Leong Corporation Ltd, a Singapore public listed entity (Hoe Leong), Grand
Columbia Holdings Sdn Bhd (GCH) and Sumatec in respect of the Proposed
Disposal.
We wish to advise that further to the negotiations between the parties
subsequent to the announcement dated 6 January 2010, on behalf of Sumatec,
AmInvestment Bank Berhad (a member of AmInvestment Bank Group) (AmInvestment
Bank) would like to announce that the Company (Sumatec) has today entered into
inter alia, the following agreements for purposes of the Proposed Disposal :-
(a) Internal restructuring agreement (IRA) with Semua International Sdn Bhd
(SISB), a wholly owned subsidiary of Sumatec, to inter-alia facilitate the
Proposed Disposal via the transfer by Sumatec of all its shares held in four
(4) of its wholly-owned subsidiaries namely, Semado Maritime Sdn Bhd, Semua
Shipping Sdn Bhd, Semua Chemical Shipping Sdn Bhd and Mini Tanker Chartering
Sdn Bhd (to be collectively referred to as Semua Group) (Semua Shares) to SISB
for a total consideration of RM126,463,274 to be satisfied via the issuance of
126,463,274 ordinary shares of RM1.00 each (Shares) in SISB (Proposed Internal
Restructuring);
(b) Sale and purchase agreement with Ebony Ritz Sdn Bhd (ERSB or Purchaser),
being Hoe Leongs majority-owned Malaysian subsidiary, in relation to the
disposal by Sumatec of 61,967,004 Shares representing 49% of equity interest in
SISB (Sale Shares) for a total cash consideration of RM44.1 million (Proposed
SISB Disposal) (SPA);
(c) Option and financial representation agreement (OFRA) with ERSB and
Auspicious Journey Sdn Bhd (Auspicious) in respect of the terms and conditions
between the parties on the adjustments to be made in relation to the Financial
Representations (as defined in Section 2.3.4 of the Announcement) and the
granting of options by Sumatec and Auspicious respectively;
(d) Shareholders agreement between ERSB, Sumatec and SISB to regulate the
relationship between ERSB and Sumatec inter se as shareholders of SISB
(Shareholders Agreement);
(e) Loan agreement between ERSB as the Lender and SISB as the Borrower in
respect of a term loan facility amounting to RM10 million (Loan Agreement); and
(f) Guarantee between Sumatec as the Guarantor and ERSB as the Lender
(Guarantee) in connection with the Loan Agreement and the Guarantee (Finance
Documents).
(to be collectively referred to as the Transaction Documents)
Pursuant to the IRA, Sumatec shall undertake the Proposed Internal
Restructuring by disposing its entire equity interest in Semua Group to SISB
for the issuance of 126,463,274 new SISB Shares to Sumatec based on the issue
price of RM1.00 for each new SISB Share.

Thereafter, Sumatec shall dispose 61,967,004 SISB Shares, representing 49% of
its equity interest in SISB to ERSB for a disposal consideration of RM44.1
million (Disposal Consideration) to be satisfied in the following manner:-
(a) RM4.0 million in cash (Deposit) paid to the escrow agent upon signing of
the SPA to be held pending completion of the SPA; and
(b) the sum of RM40.1 million cash on completion of the SPA.
Pursuant to the OFRA, Sumatec has provided financial representation that the
PAT of SISB and the Semua Group collectively (SISB Group) for FYE 2010 and FYE
2011 shall be no less than RM25 million and RM31 million respectively. In the
event the financial representation is not met, the Purchaser will be able to
elect that such shortfall be satisfied in either the issuance of new ordinary
shares in Sumatec (Sumatec Shares) or the transfer of SISB Shares held by
Sumatec to the Purchaser in the manner set out in Section 2.4.3 of the
Announcement.
Pursuant to the OFRA, certain call options have been granted by Sumatec to
Auspicious and ERSB respectively and a put option has been granted by
Auspicious to Sumatec over Sumatecs remaining 51% equity interest in SISB post
Proposed SISB Disposal as follows:-
(i) Purchaser Call Option. A call option granted by Sumatec to ERSB to require
Sumatec to sell not less than 2% of the issued SISB Shares to ERSB for RM1.8
million in cash, subject to conditions set out in the OFRA. Further details of
which are set out in Section 2.4.5 of the Announcement.
(ii) AJ Call Option. A call option granted by Sumatec to Auspicious to require
Sumatec to sell all of the remaining SISB Shares held by Sumatec to Auspicious
at a purchase price of up to RM55.9 million, subject to conditions set out in
the OFRA. Further details of which are set out in Section 2.4.6 of the
Announcement.
(iii) Put Option. Put Option granted by Auspicious to Sumatec to require
Auspicious to purchase all of the remaining SISB Shares held by Sumatec for a
purchase price of up to RM55.9 million, subject to conditions set out in the
OFRA. Further details of which are set out in Section 2.4.4 of the
Announcement.
Please refer to the attachment below for the full details of the Announcement.
This announcement is dated 5 May 2010.
You are advised to read the full contents of the announcement or attachment at
http://www.bursamalaysia.com.

20100505GA00302EN