1. Introduction

The Board of Directors of the Company wishes to announce that its wholly-owned subsidiary, Uzma Teras Sdn. Bhd. (“UTSB”) had on 27 October 2020 entered in a Subscription and Shareholders Agreement with Privasat Sdn. Bhd. (“PSB”) and Tan Keng Ooi (“TKO”) (the “SSA”) for the proposed subscription of 192,500 ordinary shares in the share capital of Mapri Sdn Bhd. (“MSB”), representing 70% of the total issued shares capital of MSB, for a total subscription amount of RM192,500.00 (the “Proposed Subscription”). 

Following the Proposed Subscription, the Company's indirect shareholdings in MSB through UTSB subsequently to increase to 70% resulting in MSB becoming an indirect sub-subsidiary of the Company.

(UTSB, PSB and TKO are collectively referred to as the “Parties”)

2. Information on MSB

MSB was incorporated on 8 October 2020 and has a total issued share capital of RM2.00 comprising of 2 ordinary shares. MSB will be carried out its intended business activities as follow:-

a. Satellite services in oil and gas market

b. Participating in aerospace business

c. Manufacturing Satellite

 The Directors are as follows:-

a. Dato’ Kamarul Redzuan Bin Muhamed

b. Dato’ Dr. Ahmad Sabirin Arshad

c. Mr Puvanesan A/L Subenthiran

3. Salient Terms of the SSA

The salient terms and conditions of the SSA entered into between UTSB, PSB and TKO are as follows:

(a) MSB shall issue and allot 192,500 ordinary shares of nominal value of RM1.00 each to UTSB, 68,750 ordinary shares of nominal value of RM1.00 each to PSB and 13,750 ordinary shares of nominal value of RM1.00 each to TKO (“Subscription Shares”) at a total consideration of RM275,000.00 (“Subscription Price”) . UTSB, PSB and TKO shall subscribe for the Subscription Shares for the Subscription Price upon the terms and subject to the conditions as stipulated in the SSA.

(b) Upon completion of the Proposed Subscription, the shareholdings of MSB shall be as follows:

(c) The Subscription Shares shall be issued as fully paid-up, free from all charges, liens or other encumbrances whatsoever and shall rank in all respects pari passu inter se, and shall confer the rights and be subject to the restrictions and provisions set out in the Constitution of MSB.

(d) MSB shall not be obliged to allot and issue the Subscription Shares if UTSB, PSB and TKO are in breach of its obligations under the SSA or if any of the warranties by UTSB, PSB and TKO shall not be true and correct in all material respects if repeated on the date of completion of the Subscription.

4. Source of Funds

The Subscription Price for the Proposed Subscription will be funded by internal funds.

5. Assumption of Liabilities

The Company and its subsidiaries (the “Group”) will not be assuming any liabilities, including any contingent liabilities and guarantees arising from the SSA.

6. Basis of and Justification for the Consideration

The consideration is for the purpose of subscription of shares as described in Note 4 and for the business activities as described in Note 2.

7. Rationale and Benefits of the Subscription

The Proposed Subscription is to carry on the business activities as described in Note 2.

8. Risk Factors

The SSA will not materially change the risk profile of the Group as of todate, as the SSA is for MSB, a newly set up company.

9. Financial Effects

The Proposed Subscription will not have any material effect on the share capital, substantial shareholders’ shareholdings, earnings per share, net assets per share and gearing of the Group.

10. Highest Percentage Ratio Applicable to the Subscription

Pursuant to Paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the highest percentage ratio applicable to the Subscription is negligible based on the latest audited financial statements of the Company as at 30 June 2020. This is a voluntary announcement made under Paragraph 10.05(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.

11. Estimated Time Frame for Completion of the Proposed Subscription

Barring any unforeseen circumstances, the Proposed Subscription is expected to be completed by 26 November 2020.

12. Directors’ and Major Shareholders’ Interests

None of the directors and/or major shareholders of the Company and/or persons connected with them have any interest, direct or indirect in the Subscription.

13. Directors’ Statement

The Board of Directors of the Company, after considering all the relevant factors, is of the opinion that the Subscription is in the best interest of the Group.

14. Approval Required

The Proposed Subscription does not require approval from shareholders of the Company or any relevant government authorities.

15. Documents for Inspection

The SSA will be made available for inspection at the registered office of the Company at 12th Floor, Menara Symphony, No. 5, Jalan Prof. Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal office hours from Mondays to Fridays (except public holiday) for a period of three (3) months from the date of this announcement.

This announcement is dated 2 November 2020.