Wednesday, November 24, 2010

Sunway Holdings Press Release

Reference is made to the announcement by SunH dated 23 November 2010.

On behalf of the Board of Directors of SunH (“Board”), CIMB Investment Bank Berhad and RHB Investment Bank Berhad wish to announce that the Board has today, received a letter from Sunway Sdn Bhd (formerly known as Alpha Sunrise Sdn Bhd) (“Newco”), which sets out
Newco’s offer to acquire all of the business and undertaking of SunH as carried on by SunH as at the date hereof, including all Assets and Liabilities of SunH as at Completion (“SunH Business”) at an aggregate purchase consideration (“Offer Price”):

equivalent to RM2.60 per ordinary share of RM1.00 each in SunH (“SunH Share”) multiplied by the total outstanding SunH Shares (less treasury shares, if any) at a date to be determined later;

(ii) equivalent to the Black-Scholes valuation based on RM2.60 per SunH Share and calculated by applying all the relevant variables as at 22 November 2010, for the options issued under SunH’s employees’ share option scheme (“ESOS options”), multiplied by the total outstanding number of ESOS options issued (for every issue of the ESOS options, batched by their respective conversion prices). The Black-Scholes values for the ESOS options range from RM0.98 to RM1.67 per ESOS option (subject to the respective conversion price of the options); and

(iii) equivalent to the Black-Scholes valuation based on RM2.60 per SunH Share and calculated by applying all the relevant variables as at 22 November 2010, being
RM1.50 per warrant of SunH (“Warrant”), multiplied by the total outstanding number of Warrants in issue at a date to be determined later.

Further details of the Offer are set out in the said letter and a copy of the said letter is attached herewith.

The Offer is a related party transaction pursuant to Chapter 10 of the Listing Requirements of Bursa Malaysia Securities Berhad. Therefore, the Offer will only be deliberated by the non-interested directors of SunH. The interested directors of SunH will abstain and will continue to abstain from deliberations and voting at the relevant Board meetings of SunH in respect of the Offer. An independent adviser will also be appointed to advise the non-interested directors and non-interested shareholders of SunH.

The Board will deliberate on the said letter and decide on the next course of action. Accordingly, a further announcement will be made in due course.

This announcement is dated 24 November 2010.



Sunway Holdings’ net profit up 2.7 times

Text Box: HIGHLIGHTS  • Net profit 2.7 times higher than previous corresponding quarter, earnings per share 2.6 times higher  • about RM700 million new orders secured to date  • existing outstanding construction order book of approximately RM2.3 billion   • unbilled property development sales of RM400 million from its local and overseas projects   • 80% of its profit contribution  in current financial year expected from overseas

Sunway Holdings Berhad maintained its course to achieve a record profit year, recording RM48.5 million net profit in the 3rd quarter of 2010 and a cumulative 9-month net profit of RM 137.0 million.

The Group achieved higher revenue of RM489.0 million as compared to the revenue of RM411.5 million in the previous corresponding quarter ended September 2009.

The net profit reported for the current quarter was 2.7 times higher than the net profit recorded in the previous corresponding quarter ended September 2009, with a 2.6 times increase in basic earnings per share to 8.40 cents for the current quarter ended September 30, 2010, compared to 3.30 cents in the previous corresponding quarter. The cumulative basic earnings per share for the current 9-month period is 23.75 cents.

The construction division continued to be the main contributing segment to the quarter’s earnings with stronger margins recorded by its Singapore precast division, followed by the trading and property development divisions.

The Group expects its construction division to record impressive profits backed by its healthy construction outstanding order book which currently stands at RM2.3 billion.

“During the year, the Group secured new construction orders of approximately RM700 million to date. The government’s commitment as stated in the recent announcement of the Budget 2011 and Economic Transformation Programme (ETP) complemented with the pick-up of private projects will be the key catalyst to the construction industry,” said Mr Yau Kok Seng, Managing Director.

“Our trading arm has leveraged on its increasing regional presence as well as diversified earnings stream to continuously provide the Group with sustainable earnings. This division will continue to be one of the Group’s biggest revenue contributors,” Yau added.

The Group’s trading division has expanded its geographical footprint with presence in 7 different countries, namely Malaysia, Singapore, China, Thailand, Indonesia, India and Australia.

Yau continued, “The Group’s property unbilled sales stands at about RM400 million from existing property development projects, both locally and abroad. Coupled with up-coming launches as well as continuous exploration for new land banks, we expect the property development division to continue to contribute positively to the Group’s earnings.”

The Group made its first foray into the Sri Lanka property market with the signing of a Joint-Venture Agreement with the Dasa Group of Sri Lanka for a RM250 million mixed development project in Colombo. This quarter also saw the launch of the Group’s 3rd property development project in Singapore, being its first private development project, called the Vacanza@East, which has seen impressive take-up rates since its launch.

With main contributions channeled in by construction, property development and trading divisions, the Group expects to record sustainable earnings in the current year, with more than 80% of its profit contribution expected from outside Malaysia.

For more information, please contact:-

Ng Lai Ping

Chief Financial Officer

Sunway Holdings Berhad

Tel: 03-5639 8998

Fax: 03-5639 9866



james said...

Hello Dali,

Good day to you.

The way the terms are written seem rather confusing. It states the offer price would be via issuance of an equivalent value of Newco shares at RM2.80 per share, which is 80% of the offer price and cash, representing 20% of the offer price.

In layman terms, how many shares of the new company will a person own if they currently have hypothetically speaking 10,000 mother share and 20,000 warrants on hand?

James Ong

Ivan said...

Good day Dali,

Is that good to disclose CFO mobile number ? will it miss-use by 3rd party? Thanks

Digital said...

Hello James, here goes your answer base on your 10000 mother and 20000 warrant:

For mother:
10000x2.60x80%=RM20800/2.8=7428 newco shares.
10000x2.60x20%=RM5200 (this is the cash you will get).
You will also get 7428/5=1485 free newco warrant.

For warrant:
20000x1.50x80%=RM24000/2.8=8571 newco shares.
20000x1.50x20%=RM6000 (you will get this cash)
You will also get 8571/5=1714 free newco warrant.

Well, this is better announcement then the IJM Land/MRCB which do not have detail offer.

So Dali....hold till the offer?

james said...

Digital and Dali,

Thanks for the detailed calculations. I now feel enlightened.

James Ong