(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 2 September 2014 (the "SPA") with Southern Charm Sdn Bhd (Company Number 909736-U), a company incorporated in Malaysia with its business address at A-1-2, Kompleks Industri Puchong, No. 1 Jalan TPP 1/6, Taman Perindustrian Puchong, 47100 Puchong, Selangor (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 6,000,000 ("RM") (equivalent to approximately S$2,372,000, based on an exchange rate of S$0.395: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 is valued at RM6,200,000. 1
3.2 Payment Terms The payment terms of the Sale Consideration are as follows:- 3.2.1 a sum of RM60,000 has been paid by the Purchaser to ASA Multiplate on 2 July 2014; 3.2.2 a further deposit of RM540,000 is to be paid by the Purchaser to the ASA Multiplate upon the execution of the SPA; and 3.2.3 the balance of RM5,400,000 shall be payable within three (3) months from the date of the receipt of the local State Authority s written letter of consent to transfer the Property ("Consent To Transfer") to the Purchaser. 3.3 Leaseback Arrangement The Purchaser shall grant a tenancy to ASA Multiplate over part of the Property measuring approximately 32,000 square feet of built-up area for a term of three (3) years at a monthly rental of RM48,000, commencing from the date of legal possession with an option to renew for another 3 years upon the same terms and conditions, save for the monthly rental which shall be at the prevailing market rental value at the time of such renewal. 3.4 Condition Precedent The completion of is subject to ASA Multiplate obtaining the Consent To Transfer to the Purchaser within three (3) months from the date of the SPA. In the event the application for the Consent To Transfer is rejected or cannot be obtained within three (3) months from the date of the SPA, the Purchaser shall automatically grant ASA Multiplate an extension of three (3) months to appeal for the Consent To Transfer. If in the event the appeal by ASA Multiplate is rejected, then ASA Multiplate shall refund the Purchaser the deposits (being the aggregate sum of RM600,000) free from any penalty charges and thereafter the SPA shall be void and neither party shall have any claim against the other. All costs and expenses incurred by such application and/or appeal shall be borne and paid for by ASA Multiplate. 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 3,300,000 Working capital 2,700,000 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 audited consolidated financial statements for the financial year ended 31 December 2013 ("FY2013"). 2
5.1.1 Net tangible assets ("NTA") The effects of on the audited consolidated NTA per share of the Group as at 31 December 2013, assuming that had been effected on 31 December 2013, are summarised below: Before After Consolidated NTA (1)(2) (S$ 000) 16,162 16,162 Number of shares 1,759,057,124 1,759,057,124 Consolidated NTA per share (cents) 0.92 0.92 Notes: (1) NTA is computed based on total assets less total liabilities and intangible assets. (2) Based on the audited financial statements as at 31 December 2013, the consolidated NTA of the Group was S$15,177,000. However, the Group is in the midst of performing purchase price allocation ("PPA") on its acquisition of the assets and liabilities of ASA Multiplate in FY2013. This requires the Group to re-state the carrying values of the assets and liabilities of ASA Multiplate to their respective fair values as at the date of acquisition in FY2013. Accordingly, the Property will be restated to its fair value of RM6.0 million (or approximately S$2.4 million) and the NTA will be re-stated to approximately S$16,162,000. 5.1.2 Loss per Share ("LPS") The effects of on the audited consolidated LPS of the Group for FY2013, assuming that had been effected at the beginning of FY2013, are summarised below: Loss attributable to equity holders of the Company (S$ 000) Weighted average number of Shares Before After 2,281 2,339 1,570,004,150 1,570,004,150 LPS (cents) 0.15 0.15 5.2 Based on the latest announced unaudited consolidated financial statements of the Group for the 6 month period ended 30 June 2014 ("6M2014"), the net carrying value of the Property is approximately S$1.39 million. As highlighted in footnote (2) of section 5.1.1, the carrying value of the Property will be re-stated to its fair value of RM6.0 million (or approximately S$2.3 million) after the completion of the PPA exercise. Accordingly, there will be no excess of the proceeds for over the net asset value attributable to the Property.. 3
6. RULE 1006 OF THE CATALIST RULES 6.1 The relative figures in relation to computed on the applicable bases set out in 1006 of the Catalist s, based on the Group's unaudited consolidated financial statements for the 6M2014, being the latest announced unaudited consolidated financial statements of the Group as at the date of the SPA, are as follows: 1006(a) Net asset value of the Property, compared with the Group's net asset value 13.88% 1006(b) Net profits attributable to the Property, compared with the Group's net profits Not applicable (1) 1006(c) Consideration received for the compared with (2) 15.21%(2) the Company s market capitalisation 1006(d) 1006(e) Number of equity securities issued by the Company as consideration for the acquisition, compared with the number of equity securities previously in issue 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 1 September 2014, 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$15.6 million. 6.2 As the relative figures under 1006 exceed 5.0%, but does not exceed 50.0%, the Proposed constitutes a discloseable transaction as defined in 1010. 7. DIRECTORS' SERVICE CONTRACTS No person is proposed to be appointed as a director of the Company in connection with the Proposed. 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, other than through their interest in shares of the Company. 4
9. MISCELLANEOUS A copy of the SPA 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. 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 2 September 2014 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 Ms Karen Soh, Managing Director, Corporate Finance, Canaccord Genuity Singapore Pte. Ltd., at 77 Robinson Road #21-02 Singapore 068896, telephone (65) 6854-6160. 5