(Incorporated in the Republic of Singapore) (Company Registration No. 198600740M) ANNOUNCEMENT PROPOSED DISPOSAL OF PROPERTY BY 90%-OWNED SUBSIDIARY, ASA MULTIPLATE (M) SDN BHD, AS A DISCLOSEABLE TRANSACTION 1. INTRODUCTION Advanced Systems Automation Limited (the "Company", together with its subsidiaries, collectively the "Group") owns a property located at Plot 52, Hilir Sungai Keluang, Bayan Lepas Industrial Park Phase 4, 11900 Penang (the "Property") through its 90%-owned subsidiary, ASA Multiplate (M) Sdn. Bhd. ("ASA Multiplate"). The Board of Directors of the Company wishes to announce that ASA Multiplate has entered into a Sale and Purchase Agreement on 13 August 2015 (the "SPA") with Newway Electronics Sdn Bhd (Company Number 927711-P), a company incorporated in Malaysia with its registered address at 51-21-A, Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050, Penang (the "Purchaser") to dispose of the Property (the "Proposed "). 2. THE PROPERTY The Property comprises a single-storey factory with double-storey office annexure situated on a piece of land with a 60 year lease (with effect from 25 March 1994 expiring on 24 March 2054), with land area measuring 4,067 square metres and gross floor area measuring 3,065 square metres. The Property is currently occupied by ASA Multiplate. 3. PRINCIPAL TERMS OF THE PROPOSED TRANSACTION 3.1 The Sale Consideration The sale consideration for the Property is Ringgit Malaysia 5,800,000 ("RM") (equivalent to approximately S$1,904,000, based on an exchange rate of S$0.328:RM1.00) (the "Sale Consideration"). The Sale Consideration shall be satisfied wholly in cash. The Sale Consideration was arrived at after arms' length negotiations between ASA Multiplate and the Purchaser, and on a "willing-buyer, willing-seller" basis, after taking into account a desktop valuation commissioned by ASA Multiplate and prepared by One Asia Property Consultants (Pg) Sdn Bhd, an independent professional valuer, on 31 July 2014 (the "Valuation Report"). The Property was valued at RM6,200,000.
3.2 Payment Terms The payment terms of the Sale Consideration are as follows:- 3.2.1 a deposit of RM580,000 has been paid by the Purchaser to ASA Multiplate on 28 September 2015; and 3.2.2 the balance of RM5,220,000 shall be payable within (3) months from the date of receipt of the Consent To Transfer. 3.3 Leaseback Arrangement The Purchaser shall enter into an agreement to grant a tenancy to ASA Multiplate over the Property, terms of which are to be finalised subsequently. 3.4 Condition Precedent Pursuant to the SPA, the completion of is subject to ASA Multiplate obtaining the following written letter of consent to transfer the Property ( Letter Of Consent ) in favour of the Purchaser (collectively referred to as Consent To Transfer ) within 6 months from the date of the SPA: (a) The Penang Development Corporation ( PDC ); and (b) Penang State Authority. In the event the application for the Consent To Transfer is rejected or cannot be obtained within 6 months from the date of the SPA, the Purchaser shall automatically grant to the Company, an extension of 3 months to appeal for the approval of the Consent To Transfer. The Company appealed and obtained the Letter of Consent from PDC on 22 March 2016. Per the Letter of Consent from PDC, the transfer can only be done upon obtaining the approval from the Department of Environment. 4. RATIONALE AND USE OF PROCEEDS The Proposed will enable the Group to realise the value of the Property, reduce the bank loans that were originally taken up to finance the Property and strengthen the working capital position of the Group. The Company intends to utilise the proceeds from for the following purposes: Purpose Approximate amount (in RM) Repayment of bank loans 3,000,000 Working capital 2,800,000 5. FINANCIAL EFFECTS 5.1 The financial effects of on the Group as set out below are for illustrative purposes only and are not intended to reflect the actual future financial performance or position of the Group immediately after the completion of. The financial effects of set out below have been prepared based on the Group s unaudited consolidated financial statements for the financial year ended 31 December 2015 ("FY2015").
5.1.1 Net tangible assets ("NTA") The effects of on the unaudited consolidated NTA per share of the Group as at 31 December 2015, assuming that the Proposed had been effected on 31 December 2015, are summarised below: Before After Consolidated NTA (1) (S$ 000) 2,090 2,090 Number of shares 2,637,354,343 2,637,354,343 Consolidated NTA per share (cents) 0.08 0.08 Notes: (1) NTA is computed based on total assets less total liabilities and intangible assets. 5.1.2 Loss per Share ("LPS") The effects of on the unaudited consolidated LPS of the Group for FY2015, assuming that had been effected at the beginning of FY2015, are summarised below: Loss attributable to equity holders of the Company (S$ 000) Weighted average number of Shares Before After 17,037 17,076 2,637,354,343 2,637,354,343 LPS (cents) 0.65 0.65 5.2 Based on the latest announced unaudited consolidated financial statements of the Group for the year ended 31 December 2015 ("FY2015"), the net carrying value of the Property is S$1,904,000. There is no excess of proceeds over the book value of the Property. 6. THE PROPOSED TRANSACTION AS A DISCLOSEABLE TRANSACTION 6.1 The relative figures in relation to computed on the applicable bases set out in 1006 of the Singapore Exchange Securities Trading Limited (the SGX-ST ) Listing Manual Section B: s of Catalist (the Catalist s ), based on the Group's unaudited consolidated financial statements for the 6M2015, being the latest announced unaudited consolidated financial statements of the Group as at the date of the SPA, are as follows:
1006(a) The net asset value of the assets to be disposed of, compared with the Group's net asset value 13.36% 1006(b) The net profits attributable to the assets disposed of, compared with the Group's net profits Not applicable (1) 1006(c) The aggregate value of the consideration received, compared with the Company s market capitalisation (2) 15.71% (2) 1006(d) 1006(e) The number of equity securities issued by the Company as consideration for an acquisition, compared with the number of equity securities previously in issue The aggregate volume or amount of proven and probable reserves to be disposed of, compared with the aggregate of the Group s proven and probable reserves Not applicable Not applicable Notes: (1) There were no profits attributable to the Property as it does not generate profits for the Group. (2) Using the volume-weighted average market price on 12 August 2015, being the last market day preceding the date of the SPA which had trading activities, the Group's market capitalization calculated based on the total number of issued shares excluding treasury shares is approximately S$13.2 million. Having regard to the above, as the relative figures computed based on s 1006(a) and 1006(c) of the Catalist s exceed 5.0%, but does not exceed 50.0%, constitutes a discloseable transaction under 1010 of the Catalist s. 7. DIRECTORS' SERVICE CONTRACTS No person is proposed to be appointed as a director of the Company in connection with. Accordingly, no service contract is proposed to be entered into between the Company and any such person. 8. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS None of the Directors and the controlling shareholders of the Company or any of their respective associates have any interest or are deemed to be interested in the Proposed, other than through their interest in shares of the Company.
9. FURTHER ANNOUNCEMENTS The Company will make further announcement(s) to keep shareholders informed, as and when there are further updates pertaining to the above matter or if there are any material developments. 10. MISCELLANEOUS A copy of the SPA, the Letter of Consent from PDC and the Valuation Report are available for inspection at the registered office of the Company at 25 Kallang Avenue, #02-01, Singapore 339416, during normal business hours for three (3) months from the date of this announcement. 11. RESPONSBILITY STATEMENT The Directors collectively and individually accept full responsibility for the accuracy of the information given in this announcement and confirm after making all reasonable enquiries that, to the best of their knowledge and belief, this announcement constitutes full and true disclosure of all material facts about the Proposed, and the Directors are not aware of any facts the omission of which would make any statement in this announcement misleading. Where information in this announcement has been extracted from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from those sources and/or reproduced in this announcement in its proper form and context. Shareholders and potential investors should note that is subject to the fulfilment of the condition precedent set out above and accordingly should exercise caution when trading in the shares of the Company. Persons who are in doubt as to the action they should take should consult their legal, financial, tax or other professional advisers. BY ORDER OF THE BOARD OF DIRECTORS Dato Michael Loh Soon Gnee Executive Chairman and Chief Executive Officer 22 March 2016 This announcement has been prepared by the Company and its contents have been reviewed by the Company s sponsor ("Sponsor"), Canaccord Genuity Singapore Pte. Ltd. for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited ("SGX-ST"). Canaccord Genuity Singapore Pte. Ltd. has not independently verified the contents of this announcement. This announcement has not been examined or approved by the SGX-ST and the SGX-ST assumes no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made, or reports contained in this announcement. The contact person for the Sponsor is Mr. Tee Chun Siang, Associate Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road #21-02 Singapore 068896, telephone (65) 6854-6160.