1. INTRODUCTION 2. DETAILS OF THE PROPOSED ACQUISITION. 2.1 Information on Infinite

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1 UOA DEVELOPMENT BHD ( UOA or the Company ) PROPOSED ACQUISITION OF SEVEN PARCELS OF FREEHOLD LAND AT MUKIM SETAPAK DAERAH KUALA LUMPUR FOR A TOTAL CONSIDERATION OF RM130,323, ( PROPOSED ACQUISITION ) 1. INTRODUCTION The Board of Directors of UOA wishes to announce that UOA s wholly-owned subsidiaries, Infinite Accomplishment Sdn Bhd ( Infinite ) and Orient Housing Development ( Orient Housing ) had entered into the respective sale and purchase agreements ( SPAs ) with six vendors as specified under Section 2.3 for the acquisition of seven pieces of contiguous freehold land held under the respective titles as specified under Section 2.4, all located at Mukim Setapak Daerah Kuala Lumpur measuring in total approximately 13.5 acres ( Sentul Land ) for a total consideration of Ringgit Malaysia One Hundred Thirty Million Three Hundred Twenty Three Thousand One Hundred and Thirty Seven only (RM130,323, ) ( Purchase Consideration ) ( Proposed Acquisition ). 2. DETAILS OF THE PROPOSED ACQUISITION 2.1 Information on Infinite Infinite is a company incorporated in Malaysia with its registered office at No. 9, Jalan Indah 16, Taman Cheras Indah, Kuala Lumpur. Its authorised capital is RM100, divided into 100,000 ordinary shares of RM1.00 each and the issued and paid-up capital is RM2.00 divided into 2 ordinary shares of RM1.00 each. Its principal activity is property development. 2.2 Information on Orient Housing Orient Housing is a company incorporated in Malaysia with its registered office at No. 9, Jalan Indah 16, Taman Cheras Indah, Kuala Lumpur. Its authorised capital is RM100, divided into 100,000 ordinary shares of RM1.00 each and the issued and paid-up capital is RM2.00 divided into 2 ordinary shares of RM1.00 each. Its principal activity is property development. 2.3 Information on the Vendors The six vendors for the Proposed Acquisition are Ng Leong Chye, Ng Kong Lean and Ng Neo Eng, Yamashoppe Sdn Bhd, Liew Meow Realty Sdn Bhd, Tan Mui Chwi, Khiam Huat Industrial Works Sdn Bhd and, Khian Huat Industrial Works Sdn Bhd and Tan Ngee Hong (collectively referred to as Vendors ). The Vendors are Malaysian or companies incorporated in Malaysia. (i) (ii) Yamashoppe Sdn Bhd is a company incorporated in Malaysia with its registered office at Lot 5.42, 5th Floor, Wisma Central, Jalan Ampang, Kuala Lumpur. Its authorised capital is RM100, divided into 100,000 ordinary shares of RM1.00 each and the issued and paid-up capital is RM7, divided into 7,200 ordinary shares of RM1.00 each. This is an investment holding company. Liew Meow Nyean Realty Sdn Bhd is a company incorporated in Malaysia with its registered office at No. 16B, Jalan Pandan Indah 1/23C, Pandan Indah, Kuala Lumpur. Wilayah Persekutuan. Its authorised capital is RM1,000, divided into 1,000,000 1

2 ordinary shares of RM1.00 each and the issued and paid-up capital is RM120, divided into 120,002 ordinary shares of RM1.00 each. This is an investment holding company. (iii) Khiam Huat Industrial Works Sdn Bhd is a company incorporated in Malaysia with its registered office at No. 6 & 8, Jalan Gereja (Tkt 3), Kuala Lumpur. Wilayah Persekutuan. Its authorised capital is RM1,000, divided into 1,000,000 ordinary shares of RM1.00 each and the issued and paid-up capital is RM14, divided into 14,200 ordinary shares of RM1.00 each. Its principal activity is property investments and investment holding company. 2.4 Information on the Sentul Land The Sentul Land comprises of seven pieces of contiguous freehold land held under GM 439 Lot 776, GM 1141 Lot 775, GM 611 Lot 779, GM 496 Lot 3208, GM 560 Lot 778, GM 495 Lot 3207 and GM 556 Lot The Sentul Land is presently free from encumbrances but subject to the squatters occupying on Lot 778, Lot 776, Lot 2952, Lot 3207 and Lot The Sentul Land is located in a strategic location within close proximity to the Kuala Lumpur city centre. The Sentul Land is easily accessible via the Duta Ulu-Klang Expressway (DUKE). UOA is unable to provide information on the net book value of the Sentul Land as UOA is not privy to this information. 2.5 Basis of Purchase Consideration The Purchase Consideration was arrived at on a willing buyer willing seller basis after taking into consideration the good development potential of the Sentul Land due to its accessibility and close proximity to the city centre. No valuation was carried out on the Sentul Land. There is no liability that will be assumed by UOA or the said two subsidiaries. 2.6 Salient terms of the SPA The salient terms of the SPAs are as follows: (i) (ii) (iii) Upon execution of the SPA, a deposit of 10% of the Purchase Consideration amounting to RM13,032, shall be paid to the Vendors. Within three months from signing the SPAs, provided all conditions precedent are fulfilled ( Completion Period ) and subject to a further extension of one month from the expiry of the Completion Period, the balance Purchase Consideration amounting to RM117,290, shall be paid. Lot 778, Lot 776, Lot 2952, Lot 3207 and Lot 3208 shall be delivered upon completion of the respective SPAs subject to the squatters on the said lands. 3. SOURCE OF FUNDING The Proposed Acquisition shall be satisfied by cash from internally generated funds. 2

3 4. RATIONALE FOR THE ACQUISTION The Proposed Acquisition is in line with UOA s strategy of focusing on development within the Klang Valley. The Sentul Land is located in a strategic location within close proximity to the city centre. It is also easily accessible via DUKE highway. It is an ideal location for development of residential properties targeted at the medium income group. The Sentul Land matches the Company s strategy on development in the Kuala Lumpur area targeting the medium-end residential market segment. UOA is proposing to develop Sentul Land into a mixed development with focus on medium-end residential properties and is expected to commence in the year The total development costs for and the expected profits to be derived from the development of the Sentul Land have yet to be ascertained at this juncture as the detailed development plan is pending finalisation. 5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION 5.1 Earnings The Proposed Acquisition is expected to contribute positively to the earnings of UOA in the future when the development of the Sentul Land commences. 5.2 Net Assets The Proposed Acquisition is not expected to have an immediate effect on the net assets per share. Enhancement to the net assets is expected in the future as a result of the future potential profit contribution from the development of the Sentul Land. 5.3 Gearing The Proposed Acquisition is not expected to have any impact on the gearing of UOA. 5.4 Share Capital and Substantial Shareholders shareholding The Proposed Acquisition is not expected to have any impact on the issued and paid-up share capital of the Company or the Substantial Shareholders shareholding. 6. HIGHEST PERCENTAGE RATIO The cumulative highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 6.23% computed based on the audited accounts of UOA as at 31 December

4 7. RISK FACTORS The risks associated with the Proposed Acquisition are mainly those relating to the business environment that UOA operates in and the overall property industry which are otherwise faced by all businesses of similar nature. These risks include rising material and labour costs, potential labour shortage, rising financing costs, competition, changes in government regulations and changes in social, political and economic conditions in Malaysia, which are not within the direct control of the management of UOA. 8. OUTLOOK AND PROSPECTS The Malaysia s economy rose to 5.0% in the third quarter of 2013, outpacing the second quarter 2013 growth of 4.4%. On a quarter-on-quarter seasonally adjusted, the GDP grew 1.7 per cent against 1.4 per cent in the second quarter of The strong performance of Services spearheaded the growth on production side, with Manufacturing and Construction recorded notable expansion. Private Final Consumption Expenditure which contributed 53.9% to the economy, drove the expenditure side. (Source : Gross Domestic Product, Third Quarter 2013, Department of Statistics Malaysia ) In view of the above, the management of UOA is optimistic about the prospects of the Jalan Ipoh Land. 9. APPROVALS REQUIRED The Proposed Acquisition is not subject to the approval of the shareholders of the Company or any other regulatory authorities. 10. DIRECTORS AND MAJOR SHAREHOLDERS INTERESTS None of the Directors and Major Shareholders of the Company or persons connected to them has any interest, direct or indirect, in the Proposed Acquisition. 11. DIRECTORS STATEMENT The Board of UOA having considered the rationale of the Proposed Acquisition is of the opinion that the Proposed Acquisition is in the best interest of the Company. 12. ESTIMATED TIME FRAME FOR COMPLETION Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed by the second quarter of year

5 13. DOCUMENTS AVAILABLE FOR INSPECTION The SPAs will be available for inspection by shareholders of the Company at the principal place of business of UOA at Wisma UOA Bangsar South, Tower 1, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, Kuala Lumpur during business hours from Monday to Friday (save for public holidays) for a period of three (3) months from the date of this announcement and the date of execution of the SPAs where applicable. This announcement is dated 20 November