UAC BERHAD - Bursa Malaysia

DIRECTORS:-
UAC BERHAD
(Company No: 5149-H)
(Incorporated in Malaysia)
ERRATA
Yg. Bhg. Jen (B) Tan Sri Dato’ Mohd Ghazali bin Haji Che Mat
Mr. Li Heng Tiong @ Lee Heng Tiong
Yg. Bhg. Tan Sri Dato’ Lodin bin Wok Kamaruddin
Yg. Bhg. Dato’ Siew Nim Chee
Yg. Bhg. Datuk Alladin Hashim
Yg. Bhg. Tan Sri Dato’ Haji Hanafiah bin Haji Ahmad
Yg. Bhg. Dato’ (Dr.) Megat Abdul Rahman bin Megat Ahmad
Mr. Koo Hock Fee
To: The Shareholders of UAC BERHAD
Dear Sir/Madam
Registered Office:
3 rd Floor, Menara Boustead
69 Jalan Raja Chulan
50200 Kuala Lumpur
29 March 2004
PROPOSED RENEWAL AND FURTHER SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED
PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE
Further to our circular to shareholders dated 12 March 2004 in relation to the above proposal, we wish to advise on new
developments of a related party ie Boustead Johan Edaran Sdn Bhd.(“BJE”), (a 95% owned subsidiary of Boustead
Holdings Berhad).
UAC Berhad received notification on 18 March 2004 from BJE that due to a recent group rationalisation exercise, all
new business operations of BJE will be carried out by another entity within the Boustead Group named Boustead
Building Materials Sdn Bhd (“BBM”)(formerly known as Boustead Educom Sdn Bhd) with effect from 1st April 2004.
BBM has the same shareholders and directors as BJE.
With this new development, the Circular to Shareholders has been amended to reflect the substitution of related party
from BJE to BBM. Accordingly, pages 3, 4, 5 and 7 of the Circular have been amended to reflect this . All other
items remained unchanged.
Yours faithfully
For and on behalf of the Board of Directors
UAC BERHAD
YG. BHG. DATUK ALLADIN HASHIM
Director

2.2 Shareholders’ Mandate
The principal activities of the Company are the manufacture and distribution of fibre cement building
boards, the fabrication, sales and installation of metal roofing and the sales and trading of
polyethylene pipes. The principal activities of the subsidiary companies are the manufacture,
distribution, sales and installation of steel roof truss systems and polyethylene pipes, sales of pipe
connectors and fittings, provision of onsite machining services and property holding.
The Shareholders’ Mandate applied to UAC, UAC Steel Systems Sdn Bhd (“UAC Steel”) and UAC
Pipes Sdn Bhd (“ UAC Pipes”).
UAC’s
Subsidiary
UAC Steel
UAC Pipes
% of shares
held
100 %
100 %
It is anticipated that the Group would, in the normal course of business, enter into transactions with
the classes of related parties which are disclosed in Section 2.3 below. It is likely that such
transactions will occur with some degree of frequency and could arise at any time and from time to
time.
In view of the time-sensitive, confidential and frequent nature of such recurrent related party
transactions, the Board of Directors is seeking shareholders’ mandate which would allow the Group,
in their normal course of business, to enter into recurrent related party transactions of a revenue or
trading nature with the classes of related parties set out in Section 2.3 below, provided such
transactions are made at arm’s length and on normal commercial terms and are on terms not more
favourable to the Related Parties than those generally available to the public and are not to the
detriment of the minority shareholders. Such recurrent related party transactions will be subjected to
the review procedures as set out in Section 2.5 below.
2.3 Classes of Related Parties
The proposed Shareholders’ Mandate will apply to the following Related Parties:
Boustead Holdings Berhad (“Boustead”)
Boustead is an investment holding company, which has 28,640,163 shares equivalent to 39.49%
equity interest in UAC.
SCB Developments Bhd (“SCB”)
Principal activities
Manufacture, sales and installation of steel roof truss systems
Manufacture, distribution, sales and installation of
polyethylene pipes
SCB is involved in property investments, rubber and oil palm plantations and is 60% owned by
Boustead.
3

Weld Court Realty Sdn Bhd (“WCR”)
WCR is involved in property investments and is 100% owned by SCB which in turn is 60% owned by
Boustead.
Boustead Shipping Agencies Sdn Bhd (“BSA”)
BSA is a shipping agent company and is 100% owned by Boustead.
P&O Nedlloyds M.A. Sdn Bhd (“P&O”)
P&O is a shipping agent company and is 40% owned by Boustead.
Boustead Engineering Sdn Bhd (“BE”)
BE is involved in distribution of engineering equipment and chemicals and is 100% owned by
Boustead.
Drew Ameroid ( Malaysia ) Sdn Bhd (“DAM”)
DAM is involved in distribution of industrial chemicals and is 50% owned by Boustead.
U.K. Realty Sdn Bhd (“UKR”)
UKR is involved in property investments and is 100% owned by SCB which in turn is 60% owned by
Boustead.
Boustead Developments Sdn Bhd (“BD”)
BD is involved in project management and is 100% owned by Boustead.
The University of Nottingham in Malaysia Sdn Bhd (“UNM”)
UNM is involved in operation of a university and is 56% owned by Boustead.
Boustead Building Materials Sdn Bhd (“BBM”)
BBM, (formerly known as Boustead Educom Sdn Bhd), is involved in marketing and distribution of
building products and is 95% owned by Boustead.
Interested Directors
Gen (R) Tan Sri Dato’ Mohd Ghazali Hj. Che Mat is a Director of Boustead, SCB and UAC.
Li Heng Tiong @ Lee Heng Tiong is a Director of DAM and UAC.
Tan Sri Dato’ Lodin Wok Kamaruddin is a Director of Boustead, SCB, BSA, P&O, UNM and UAC.
Dato’ (Dr.) Megat Abdul Rahman bin Megat Ahmad is a Director of Boustead and UAC
Koo Hock Fee is a senior officer of Boustead and a Director of BE and UAC.
Other than as disclosed above, there are no common Directors in Boustead, SCB, WCR, BSA, P&O,
BE, DAM, UKR, BD, UNM, BBM and UAC.
None of the above Directors have any direct or indirect shareholdings in Boustead, SCB, WCR, BSA,
P&O, BE, DAM, UKR, BD, BBM and UNM.
4

2.4 Nature of Recurrent Related Party Transactions and Estimated Value
The recurrent related party transactions of a revenue or trading nature which will be covered by the
Shareholders’ Mandate are general transactions entered by the Group in the normal course of its
business, relating to the following:-
Previously mandated transactions
Related /
Transacting
Party
WCR
Boustead
SCB
Interested major
shareholder (“IMS”) /
interested director (“ID”)
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad and
Koo Hock Fee
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad and
Koo Hock Fee
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad and
Koo Hock Fee
5
Nature of transaction
Supply and installation of metal
roofing by UAC
Supply and installation of metal
roofing by UAC
Supply and installation of steel
roof truss systems by UAC Steel
Estimated value of
transactions from 7
April 2004 (being the
date of the
forthcoming AGM) to
the date of the next
AGM
RM’000
300
200
3,150

Further transactions to be mandated
Related /
Transacting
Party
BBM
BBM
BD
UNM
Interested major
shareholder (“IMS”) /
interested director (“ID”)
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad
and Koo Hock Fee
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad
and Koo Hock Fee
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad
and Koo Hock Fee
IMS
Boustead
ID
Gen (R) Tan Sri Dato’ Mohd
Ghazali Hj. Che Mat,
Tan Sri Dato’ Lodin Wok
Kamaruddin,
Dato’ (Dr.) Megat Abdul
Rahman bin Megat Ahmad
and Koo Hock Fee
7
Nature of transaction
Sale of fibre cement building
boards, metal roofing and
polyethylene pipes by UAC
Sale of polyethylene pipes by
UAC Pipes
Sale of polyethylene pipes by
UAC Pipes
Supply of metal roofing and
architectural products by UAC
Estimated value of
transactions from 7
April 2004 (being the
date of the forthcoming
AGM) to the date of the
next AGM
RM’000
30,000
The above estimated value are merely indicative estimates which are based on prevailing prices
obtained from the mandated Related Parties which are reasonably market-competitive prices based on
the normal level of transactions entered into by the Group. The estimated value of the recurrent related
party transactions may differ from the actual value of the transactions.
The Company is seeking the shareholders’ authority to carry out the recurrent transactions between
the UAC Group and the Related Parties in the period from the date of the forthcoming AGM on 7
April 2004 to the date of the next AGM.
100
100
1,800