Contents :
With reference to announcement no. SS-010618-41782 dated 20 June 2001, additional information is provided on the Internal Group Rationalisation exercise being undertaken by Sarawak Concrete Industries Berhad ("SCIB") which involves putting in place a new Group corporate structure to cater for its diversification and expansion in the future, streamlining its manufacturing operations, enhancing operational efficiency and making SCIB an investment holding company and enhancing monitoring of performance.
The new Group corporate structure
Before the Internal Group Rationalisation exercise, SCIB's Group corporate structure is as follows :-
1 Subsidiary of Sarawak Concrete Industries Berhad
SCIB's Group corporate structure after the Internal Group Rationalisation is set out on the following page.
1 Subsidiary of Sarawak Concrete Industries Berhad
2. Subsidiary of SCIB Holdings Sdn. Bhd.
The principal activities of the various companies in the Group are summarised below :-
| Company | Principal activities |
 | |
| Sarawak Concrete Industries Berhad | Investment holding |
| |
| SCIB Holdings Sdn. Bhd. ("SH") | Intermediate holding company |
| |
| SCIB Concrete Manufacturing Sdn. Bhd. ("SCM") | Manufacturing and marketing of all concrete products |
| |
| SCIB Modular Concrete Products Sdn. Bhd. | Marketing of modular concrete products |
| |
| SCIB Infraworks Sdn. Bhd. | Infrastructure business |
| |
| SCIB Properties Sdn. Bhd. | Property development business |
Sale and transfer of manufacturing assets
To operationalise the new Group corporate structure, SCIB shall sell and transfer the manufacturing business, the plant and machineries and related assets, the land and buildings, and people to SCM. In addition, the investment in associated company, PPES Concrete Product Sdn. Bhd., shall also be transferred to SH.
The sale and transfer of the assets are conditional upon the following :-
(a) Approval of the Foreign Investment Committee
(b) Approval of the Ministry of International Trade and Industry granting a new manufacturing licence to SCM
(c) Prior approval of the Director General of the Inland Revenue Board for the necessary tax exemptions for the transfer of land and buildings.
The purchase consideration for the assets shall be their net book value at the date the Sale and Purchase Agreement becomes unconditional. Based on the management accounts as at 31 December 2000, the net book value of the assets amounted to RM28,951,188.
The purchase consideration shall be satisfied by the issue of new shares by SCM and SH at a mutually agreed issue price of approximately RM3.00 per share.
Financial impact
There will be no effect on SCIB's share capital, shareholding structure, net tangible assets and earnings per share. In addition, it does not involve any acquisitions or disposals of assets to non-Group companies.
Directors' interest
None of SCIB's Directors or substantial shareholders have any interest, direct or indirect in the exercise.