Announcement Details :

2          DETAILS OF THE DISPOSAL

 2.1       Information on KSP

 KSP was incorporated in Malaysia on 1 September 2006 under the Companies Act 1965, as a private limited company. As at the current date the authorised share capital of KSP comprises 3,000,000 ordinary shares of RM1.00 each all of which have been issued and are fully paid up.

 Prior to the Disposal, the shareholders of KSP and their shareholding in KSP were as follows:

 

	No. of ordinary shares of RM1.00 each held	%
Komax	1,530,000	51
PMCB	1,470,000	49
	3,000,000	100

 KSP is involved in the manufacturing of automatic assembly system, modules and parts thereof for pharmamedical, electro-mechanical and computer industries.

 KSP commenced operations on 18 September 2006 and its first audited financial statements issued was for the financial period from 1 September 2006 to 31 December 2007. A summary of the key financial information on KSP is set out in Table 1.

 2.2       Basis of Arriving at the Disposal Consideration

 The cash consideration of RM3.8 million was arrived at based on a willing buyer-willing seller basis after taking into consideration, inter-alia -

      (i)                 the audited net tangible assets of KSP as at 31 December 2007 of RM4,514,470; and

(ii)               the future earnings potential of KSP.

 2.3       Cost of Investment

 The date and original cost of investment by PMCB in KSP are as follows:

 

Date of investment	No. of shares	Cost of investment RM
26 October 2006	1	1
26 October 2006	1,469,999	1,469,999
	1,470,000	1,470,000

 2.4       Information on Purchaser

Komax is a company incorporated in Switzerland with its headquarters in Dierikon/Lucerne, Switzerland. It is one of the top global providers of wire processing systems and assembly automation equipment.  Komax is listed on the SWX Swiss Exchange.    Its primary markets are the automotive industry, medical technology and photovoltaics, as well as the domestic appliance, office equipment, telecom and IT sectors.

 2.5       Liabilities to be Assumed by Purchaser

The Purchaser will not assume any liabilities under the Disposal.  The Sale Shares were disposed of free from all encumbrances, charge or lien whatsoever and with all rights and benefits attaching thereto and accruing thereon.

 2.6       Utilization of Proceeds

 The net proceeds arising from the Disposal will be utilized for the working capital requirements of PMCB and its subsidiaries.

2.7       Salient Terms of the SSA

 The salient terms of the SSA are as follows -

The completion of the sale and purchase of the Sale Shares is subject to the following:

 (a)    Upon execution of the SSA, PMCB shall deliver all the Shares Certificates for the Sale Shares free from all encumbrances, charge or liens to the Company Secretary, together with all the Share Transfer Forms necessary to effect the transfer of the Sale Shares to the name of the Purchaser.

 (b)   PMCB shall cause its Directors on the Board of KSP to execute the Resolutions and documents to effectively transfer the beneficial ownership of the Sale Shares to the Purchaser and also, to submit their letter of resignation as Directors from the Board of KSP.

 (c)    The said Share Certificates, Share Transfer Forms and Resolutions of KSP (collectively referred to as "the Transfer Documents") shall be held by the Company Secretary in escrow until payment of the Purchase Price by the Purchaser within the stipulated time.

 (d)   Upon clearance of the amount paid for the Purchase Price, the Company Secretary is authorised to release the Transfer Documents to the Purchaser and to effectively cause the Purchaser to be registered as the beneficial owner of the Sale Shares.

 3          RATIONALE FOR THE DISPOSAL

 PMCB is an investment holding and management services company with subsidiaries involved in the design, manufacturing and sales of automation systems and equipment, intelligent sortation systems, test and measurement systems, information communication technology systems, and OEM and ODM equipment manufacturing services for customers in the semiconductor, computer, automotive, electrical & electronics and manufacturing industries.

 The Disposal is in line with PMCB's current direction to streamline its business and will also provide PMCB with the opportunity to realize its investment in KSP.

 

4          FINANCIAL EFFECTS OF THE DISPOSAL

 4.1       Share Capital and Substantial Shareholders' Shareholding

 The Disposal will not have any effect on the share capital and substantial shareholders' shareholding of PMCB.

 4.2       Earnings

 Based on the audited consolidated financial statements of PMCB as at 31 December 2007, PMCB's total cost of investment in KSP amounted to approximately RM2.242 million.  PMCB is expected to record a gain on disposal of approximately RM1.558 million from the Disposal.  However, the actual gain or loss of the Disposal will be dependent on the actual profits earned by KSP up to the completion date, which will be recognized in the accounts of PMCB Group during the financial year ending 31 December 2008.

 4.3       Net Assets

 Arising from the expected gain on disposal as stated above, the consolidated net assets of PMCB Group will improve by approximately RM1.558 million, or RM0.01 per share.

 4.4              Gearing

 As the net proceeds from the Disposal is expected to be utilized for working capital requirements of PMCB Group, the Disposal is not expected to have any significant effect on the gearing of PMCB Group.

  

5          APPROVALS REQUIRED

 The Disposal does not require the approval from the shareholders or any other relevant governmental authorities.

 

6          DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

 None of the Directors and/or major shareholders of PMCB and/or persons connected with them have any interest, direct or indirect, in the Disposal.

 

7          STATEMENT BY DIRECTORS

 The Board of Directors of PMCB is of the opinion that the Disposal is in the best interest of PMCB.

 

 8          COMPLIANCE WITH SC GUIDELINES

 The Board of Directors of PMCB confirms that the Disposal does not depart from the Securities Commission's Policies and Guidelines on Issue/Offer of Securities.

 

9          TIME FRAME FOR COMPLETION

 The Disposal has been completed on 30 September 2008 simultaneously with the execution of the SSA when full payment for the Sale Shares was received by PMCB and the completion conditions stipulated in the SSA were complied with.

 

10        DOCUMENTS AVAILABLE FOR INSPECTION

 The SSA is available for inspection during normal office hours from Mondays to Fridays (excluding public holidays) at the registered office of PMCB at 35, 1st Floor, Jalan Kelisa Emas 1, Taman Kelisa Emas, 13700 Seberang Jaya, Penang, for a period of 2 weeks from the date of this announcement.

  

This announcement is dated 30 September 2008.

 

 

 

 

 

Table 1

 

Key Financial information on KSP	FY2007 RM
Revenue	32,648,248
Profit before taxation	2,173,545
Taxation	(659,075)
Profit after taxation	1,514,470
Share capital	3,000,000
Shareholders' funds	4,514,470
Net tangible assets per share	1.50