MITRAJAYA HOLDINGS BERHAD - Announcements

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 

If you are in doubt as to the course of action to be taken, you should consult your stock broker, bank 

manager, solicitor, accountant or other professional adviser immediately. 

If you have sold all your shares in Mitrajaya Holdings Berhad (Company No: 268257-T), you should 

at once hand this Circular together with the enclosed Form of Proxy, to the agent through whom the 

sale was contracted for onward transmission to the purchaser. 

The Kuala Lumpur Stock Exchange takes no responsibility for the contents of this circular, makes no 

representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for 

any loss however arising from or in reliance upon the whole or any part of contents of this circular. 

Notice convening the Extraordinary General Meeting of Mitrajaya Holdings Berhad (Company No: 

268257-T) to be held at Dahlia Suite 1 & 2, 2nd Floor, East Wing, Petaling Jaya Hilton, No. 2, Jalan 

Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on 3 May 2001 at 10.30 am, or any adjournment 

thereof, together with the Form of Proxy is enclosed. 

MITRAJAYA HOLDINGS BERHAD 

Company No. 268257-T 

(Incorporated in Malaysia) 

CIRCULAR TO SHAREHOLDERS IN RELATION TO 

PART A 

• Proposed purchase by Golden Paradise International Limited, a wholly-owned subsidiary of 

Mitrajaya Holdings Berhad, of balance of 40% equity interest in Samrand Mitrajaya 

Development (Pty) Ltd comprising of 400 shares of Rand1.00 each from Samrand Development 

(Pty) Limited for a cash consideration of Rand30,000,000 or its equivalent of RM15,372,000 

• Proposed purchase by Mitrajaya SA (Pty) Ltd, a wholly-owned subsidiary of Mitrajaya Holdings 

Berhad, of two pieces of vacant freehold farmland property measuring 62.49 hectares located in 

the State City of Centurion, South Africa from Samrand Development (Pty) Limited for a cash 

consideration of Rand11,400,000 or its equivalent of RM5,841,360 

(“the Proposed Acquisitions”) 

AND 

NOTICE OF EXTRAORDINARY GENERAL MEETING 

PART B 

INDEPENDENT ADVICE TO THE INDEPENDENT SHAREHOLDERS OF MITRAJAYA 

HOLDINGS BERHAD IN RELATION TO THE PROPOSED ACQUISITIONS 

Independent Adviser 

Horwath Mok & Poon 

Firm No: AF 0995 

Public Accountants 

Last day and time for the lodging of the Form of Proxy : 1 May 2001 at 10.30 a.m. 

Date and time of Extraordinary General Meeting : 3 May 2001 at 10.30 a.m. 

This Circular is dated 17 April 2001

DEFINITIONS 

Except where the context otherwise requires, the following definitions shall apply throughout this 

Circular: 

EGM : Extraordinary General Meeting 

EPS : Earnings per share 

GPIL : Golden Paradise International Limited 

HMP : Horwath Mok & Poon 

KLSE : Kuala Lumpur Stock Exchange 

MHB : Mitrajaya Holdings Berhad 

MHB Group : Mitrajaya Holdings Berhad and its subsidiary companies 

MSA : Mitrajaya SA (Pty) Ltd 

NTA : Net tangible assets 

Proposed GPIL Acquisition : Proposed purchase by GPIL of balance of 40% equity 

interest in Samitra comprising of 400 shares of Rand1.00 

each from Samrand for a cash consideration of 

Rand30,000,000 or its equivalent of RM15,372,000 

Proposed MSA Acquisition : Proposed purchase by MSA of two pieces of vacant 

freehold farmland property measuring 62.49 hectares 

located in the State City of Centurion, South Africa from 

Samrand for a cash consideration of Rand11,400,000 or its 

equivalent of RM5,841,360 

Proposed Acquisitions : Proposed GPIL Acquisition and Proposed MSA 

Acquisition 

RM and sen : Ringgit Malaysia and sen respectively 

Rand : South African Rand 

Samitra : Samrand Mitrajaya Development (Pty) Ltd 

Samrand : Samrand Development (Pty) Limited 

Conversion rate assumed in this Circular:- 

Rand 100: RM51.24 (The rate is taken from the Maybank Forex on 3 rd January 2001 which was the 

date that the Memorandum of Agreement was signed and later announced to the KLSE on 8 January 

2001)

CONTENTS 

PART A 

CIRCULAR TO THE SHAREHOLDERS OF MHB CONTAINING: 

SECTION PAGE 

1. INTRODUCTION 1 

2. DETAILS OF THE PROPOSED ACQUISITIONS 2 

3. INVESTMENT RISK CONSIDERATIONS 6 

4. INDUSTRY OVERVIEW AND FUTURE PROSPECTS 8 

5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS 9 

6 CONDITIONS OF THE PROPOSED ACQUISITIONS 10 

7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST 10 

8. INDEPENDENT ADVISER 10 

9. INDEPENDENT VALUATION 11 

10. EXTRAORDINARY GENERAL MEETING 11 

11. ADDITIONAL INFORMATION 11 

12. DIRECTORS’ RECOMMENDATION 11 

PART B 

INDEPENDENT ADVICE LETTER FROM HORWATH MOK & POON 

APPENDICES PAGE 

I INFORMATION ON MHB 22 

II INFORMATION ON SAMITRA 31 

III INFORMATION ON SAMRAND 46 

IV VALUER’S LETTER FROM HENRY BUTCHER, LIM & LONG SDN BHD 49 

V VALUER’S LETTER FROM MILLS FITCHET 52 

VI FURTHER INFORMATION 53 


FORM OF PROXY 

12 

58 

ENCLOSED

PART A 

Directors:- 




Dato’ Samsudin bin Abu Hassan (Chairman) 

Tan Sri Dato’ Ir Jamilus bin Md Hussin (Executive Vice-Chairman) 

Tan Eng Piow (Managing Director) 

Foo Chek Lee (Executive Director) 

Roland Kenneth Selvanayagam (Executive Director) 

General (R) Dato’ Ismail bin Hassan (Independent Non–Executive Director) 

Low Mun Wai (Independent Non–Executive Director) 

To: The Shareholders of Mitrajaya Holdings Berhad 

Dear Sir/Madam 

THE PROPOSED ACQUISITIONS 

1. INTRODUCTION 

1 

Registered Office:- 

99, Jalan SS21/37 

Damansara Utama 

47400 Petaling Jaya 

Selangor Darul Ehsan 

17 April 2001 

1.1 On 19 January 2001, the Board of MHB announced the following:- 

i) GPIL, a wholly-owned subsidiary of MHB, had on 15 January 2001 entered 

into a Comprehensive Agreement with Samrand, MSA and Samitra to acquire 

from Samrand, 400 shares of Rand1.00 each representing 40% of the issued 

and paid-up share capital of Samitra for a cash consideration of 

Rand30,000,000 or approximately RM15,372,000. GPIL currently owns 60% 

equity interest in Samitra (“Proposed GPIL Acquisition”); and 

ii) MSA, a wholly-owned subsidiary of MHB, had entered into the 

abovementioned Comprehensive Agreement and further thereto, MSA had on 

15 January 2001 entered into a Deed of Sale with Samrand to acquire from 

Samrand two pieces of vacant freehold farmland property known as Portion 

251 and Portion 252 (a portion of Portion 2) of the farm 

OLIEVENHOUTBOSCH No. 389, Registration Division JR, Province of 

Gauteng in the State City of Centurion, South Africa for a total cash 

consideration of Rand11,400,000 or approximately RM5,841,360 (“Proposed 

MSA Acquisition”). Portion 2 of the farm OLIEVENHOUTBOSCH No. 389 is 

a master title for a total land area of 707.56 hectares. Portion 251 and 

Portion 252 has been subdivided out from this master title of Portion 2 and 

it is commonly described as “a portion of Portion 2”.

1.2 In view of the interest of Dato’ Samsudin bin Abu Hassan as mentioned in Section 7 

below, the Proposed Acquisitions are considered a related party transaction falling 

within the ambit of Chapter 20 of the Securities Commission’s Policies and 

Guidelines on Issue/Offer of Securities and Section 118 of the KLSE Listing 

Requirements. Accordingly, HMP has been appointed by the Independent Directors 

as the independent adviser to the Independent Directors and minority shareholders of 

MHB on the Proposed Acquisitions and an independent valuer has been appointed to 

provide an independent valuation on the development property of Samitra and the 

freehold property to be acquired from Samrand. 

1.3 The purpose of this Circular is to provide you with the details, rationale and financial 

effects of the Proposed Acquisitions and to seek your approval for the ordinary 

resolutions pertaining to the Proposed Acquisitions to be tabled at the forthcoming 

EGM to be convened at Dahlia Suite 1 & 2, 2nd Floor, East Wing, Petaling Jaya 

Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on 3 May 

2001 at 10.30 am or any adjournment thereof. 

SHAREHOLDERS OF MHB ARE ADVISED TO READ THE CONTENTS OF BOTH 

PART A AND PART B OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON 

THE ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSED 

ACQUISITIONS 

2. DETAILS OF THE PROPOSED ACQUISITIONS 

2.1 Proposed Purchase by GPIL of balance of 40% equity interest in Samitra from 

Samrand ("Proposed GPIL Acquisition") 

On 15 January 2001, GPIL entered into a Comprehensive Agreement to acquire from 

Samrand, 400 shares of Rand1.00 each representing 40% of the issued and paid-up 

share capital of Samitra for a cash consideration of Rand30,000,000 or 

approximately RM15,372,000. The balance 600 shares of Rand1.00 each 

representing 60% of the issued and paid-up share capital of Samitra is currently held 

by GPIL. Following completion of this Proposed GPIL Acquisition, Samitra will 

become a wholly–owned subsidiary of GPIL. 

The Proposed GPIL Acquisition is not conditional on the Proposed MSA 

Acquisition. 

2.1.1 Information on Samitra 

Samitra was incorporated in South Africa as a private limited company on 11 

September 1998. Its present authorised share capital is Rand1,010 comprising of 

1,000 ordinary shares of Rand1.00 each of which 1,000 shares have been issued and 

fully paid and 1,000 redeemable preference shares of Rand0.01each of which 100 

redeemable preference shares have been issued and fully paid. The principal activity 

of Samitra is that of property development. 

The current development project of Samitra is the Samrand Golf and Country Estate 

located on several pieces of prime freehold land with a combined area of 

approximately 238 hectares located in the State City of Centurion, South Africa and 

just 20 minutes drive from the city of Johannesburg. The Samrand Golf and Country 

Estate is strategically located within a thriving commercial belt between 

Johannesburg and Pretoria. 

2

This prestigious mixed development consist of a residential golf estate with an 18hole 

Gary Player–designed international competition standard golf course, 

approximately 1,200 units of bungalow lots and 18-hole golf course and resort. The 

first 9-hole of the golf course has been playable since June 1999, whereas 

construction of the second 9-hole is completed and expected to be playable by April 

2001. The Samrand Golf and Country Estate was launched in mid-1999 and to-date 

has raked in sales value of Rand40,000,000 from up to-date sales of Residential 1 

Stands (bungalow lots). Construction of the golf course and infrastructure works is 

fully managed and undertaken by MSA. The remaining infrastructure works are 

expected to be complete by end of 2001. 

The Samrand Golf and Country Estate mixed development involves the sale of a total 

of approximately 672 Residential 1 Stands (bungalow lots). Sales of Phase 1 

involving 117 Residential 1 Stands was launched in June 1999 and it is fully sold. 

Subsequently, sales on Phase 2 involving 134 Stands was launched in June 2000 and 

68 Stands have been sold to-date representing 51% sales on Phase 2. Total sales from 

Phase 1 and Phase 2 achieved to-date is 185 Stands which constitutes 28% of total 

Residential 1 Stands available for sale. Phase 3 Sales consisting of 202 Residential 1 

Stands will be launched in 2001 / 2002 whereas balance of 216 Residential 1 Stands 

will be launched in Year 2002 / 2003. The development also involves sales on 

Residential 2 and 31 Business 4 Stands (business and office buildings lots) over the 

period from 2003 to 2005. 

Total sales revenue expected is approximately Rand351,900,000 against a total 

estimated development costs of Rand174,300,000 which cover all of the entire 

development i.e. Residential 1 and 2 and Business 4 Stands. 

Remaining infrastructure works expected to be completed by end 2001 are for the 

provision of internal civil infrastructure services to the remaining development 

covering roads, water supply, sewer, stormwater, telephone and electrical services. 

Total estimated cost is Rand20,000,000. The percentage of completion for the 

development to-date is 50%. 

2.1.2 Basis of determining the purchase consideration 

The purchase consideration of Rand30,000,000 for the Proposed GPIL Acquisition 

was negotiated on a willing buyer-willing seller basis after taking into consideration 

the potential earnings of Samitra. MHB has commissioned a local independent 

registered valuer, Henry Butcher, Lim and Long Sdn Bhd to carry out a valuation on 

the development property of Samitra. In their valuation report dated 28 February 

2000 enclosed in Appendix IV, Henry Butcher, Lim and Long Sdn Bhd have stated 

that the market value of the development property of Samitra to be Rand95,600,000 

comprising Rand2,400,000 for the 18-hole golf course and Rand93,200,000 for the 

unsold vacant stands on the Samrand Golf and Country Estate. Henry Butcher, Lim 

& Long Sdn Bhd have also valued the ten completed showhouses which have been 

sold off at Rand11,920,000. The value of the completed showhouses is not taken into 

consideration in MHB’s basis of determining the purchase consideration. Henry 

Butcher, Lim & Long Sdn Bhd have adopted the “Comparison Method” and 

“Discounted Cashflow Approach (known as Development Approach)” of valuation. 

40% of this valuation is Rand38,240,000. 

The initial investment in Samitra by Samrand was on 18 July 1999 and the original 

cost of investment was Rand10,920,437 and does not represent Samrand’s 40% 

interest in Samitra as Samrand only holds 400 shares in Samitra and had subscribed 

for the shares at Rand1.00 each. 

3

2.1.3 Terms of the Proposed GPIL Acquisition 

A sum of Rand1,000,000 has been paid by GPIL to Samrand upon execution of the 

Memorandum of Agreement. GPIL has paid Samrand another Rand1,800,000 on 31 

January 2001. 

Samrand is indebted to Samitra for the amount of Rand4,400,000 and as partial 

discharge of the purchase consideration, GPIL has paid Samrand’s debt of 

Rand4,400,000 directly to Samitra, on behalf of Samrand, on the date of the 

execution of the Comprehensive Agreement. The payment of this debt will then be 

set-off against the balance purchase price. 

The balance of Rand22,800,000 will be paid on completion, i.e. 30 April 2001 or at a 

later date as mutually agreed. 

There will be no liabilities to be assumed by GPIL or MHB other than the payment 

of the purchase consideration. 

2.1.4 Rationale for the Proposed GPIL Acquisition 

The Proposed GPIL Acquisition will increase MHB’s effective interest in Samitra 

from 60% to 100%. The Directors are of the opinion that the increase in the effective 

interest in Samitra will be beneficial to the Group for the following reasons:– 

(i) The Proposed GPIL Acquisition will enable MHB to procure full control of 

Samitra on the implementation of the development plans of the residential golf 

estate. 

(ii) The consolidation of interest in Samitra through the Proposed GPIL 

Acquisition will also accord the MHB Group with higher accretion of 

earnings. 

(iii) In addition to the enhancement of earnings and the profits being retained 

within the MHB Group, the cash resources from the Samitra project can 

also be utilised to fund other operations of the MHB Group in South Africa. 

(iv) Currently, the Samitra project is financed by the MHB Group through inter– 

company loans. It is therefore financially meaningful for MHB to acquire a 

higher stake in order to enjoy a larger share of the profits of the project. 

2.2 Proposed Purchase by MSA of two pieces of freehold property from Samrand 

("Proposed MSA Acquisition") 

On 15 January 2001, MSA entered into a Comprehensive Agreement together with a 

Deed of Sale with Samrand to acquire two pieces of freehold property known as 

Portion 251 and Portion 252 (a portion of Portion 2) of the farm 

OLIEVENHOUTBOSCH No. 389, Registration Division JR, Province of Gauteng in 

the State City of Centurion, South Africa ("the freehold property") for a total 

purchase consideration of Rand11,400,000 or approximately RM5,841,360 to be 

satisfied by cash payment. The freehold property covers approximately 62.49 

hectares farmland adjoining the western boundary of the prestigious Samrand Golf 

and Country Estate development. The freehold property will be acquired free from 

charges and encumbrances on a "as is where is" basis and with vacant possession. 

Portion 2 of the farm OLIEVENHOUTBOSCH No. 389 is a master title for a total 

land area of 707.56 hectares. Portion 251 and Portion 252 has been subdivided out 

from this master title of Portion 2 and it is commonly described as “a portion of 

Portion 2”. 

4

The Proposed MSA Acquisition will be conditional upon the conclusion of the 

Proposed GPIL Acquisition. 

2.2.1 Information on the freehold property 

The freehold property with an acreage of 62.49 hectares vacant farmland is adjoining 

the Samrand Golf and Country Estate currently developed by Samitra. 

The freehold property is enclosed within the Samrand Golf and Country Estate 

surrounded by an eight kilometres electrified security fencing which has been 

constructed at a cost of Rand4,000,000. The freehold property is overlooking and 

form part of the Samrand Golf and Country Estate. The development on this property 

is in the early stage of planning and total estimated development cost is 

Rand65,000,000. 

The development of this freehold property will be an extension of the existing 

Samrand Golf and Country Estate mixed development. 

It is proposed that the development of the freehold property together with the 

Samrand Golf and Country Estate be based on creating a high standard secured 

suburban in Johannesburg. Accordingly, based on preliminary plans, the proposed 

comprehensive mixed development would include approximately 400 bungalow lots 

with expected sales value of Rand141,050,000. 

2.2.2 Basis of determining the purchase consideration 

The purchase consideration of Rand11,400,000 works out the land cost to be 

Rand18.0 per square metre (psm) or approximately RM8.90 psm. The purchase 

consideration was arrived at on a willing buyer-willing seller basis after taking into 

account the development potential and strategic location of the freehold property and 

the current transacting price of neighbouring farmland which is going at about the 

same rate. 

A valuation was procured by MSA on the freehold property and was conducted by a 

South African property valuer, Mills Fitchet. The open market value of the freehold 

property according to the valuation report dated 31 December 2000 is 

Rand11,700,000. 

MHB also commissioned Henry Butcher, Lim & Long Sdn Bhd, an independent 

registered valuer to conduct a valuation on the freehold property and the latter’s 

report on 28 February 2001 as enclosed in Appendix IV indicates the same market 

value of Rand11,700,000. Henry Butcher, Lim & Long Sdn Bhd have adopted the 

“Comparison Method” and “Discounted Cashflow Approach (known as 

Development Approach)” of valuation. 

Samrand initially acquired the freehold property on 9 February 1996 and the original 

cost of investment to Samrand was Rand5,207,000. 

2.2.3 Terms of the Proposed MSA Acquisition 

A sum of Rand1,000,000 has been paid to Samrand upon execution of the 

Memorandum of Agreement. Another sum of Rand1,800,000 has been paid on 31 

January 2001. 

There is currently a bond registered in favour of ABSA Bank Ltd over the freehold 

property. As partial payment of the purchase consideration, MSA will pay 

Rand5,700,000 in favour of ABSA Bank Ltd for the release of the freehold property 

5

in the name of MSA to be registered in the Deeds office at Pretoria. This amount will 

then be set off against the balance of the purchase price for the freehold property. 

The balance of Rand2,900,000 payable on the purchase price will be paid by MSA to 

Samrand on the date of registration of the freehold property in the name of MSA. 

There will be no liabilities to be assumed by MSA or MHB other than the 

payment of the purchase consideration. 

2.2.4 Rationale for the Proposed MSA Acquisition 

The Proposed MSA Acquisition provides an opportunity for the MHB Group to have 

a relatively large piece of freehold land in Johannesburg with good potential for 

residential and commercial development. It enables the MHB Group to build up 

further, significantly, its land bank in a strategic location to ensure a substantial 

steady sourced income from its property development activities in South Africa 

in the long term. 

Tapping on the existing completed infrastructure of the adjoining development of the 

Samrand Golf and Country Estate would allow the development of the freehold 

property to progress much faster. In addition to this, the saleable area ratio would be 

higher as it can form part of the residential golf estate without having to alienate 

further land for public amenities and recreational facilities. The pricing of the 

products to be launched is also expected to be at higher rates taking into account the 

already proven and established Samrand Golf and Country Estate. 

3. INVESTMENT RISK CONSIDERATIONS 

Shareholders should carefully consider, in addition to other information contained herein, the 

following information (which may not be exhaustive) before voting on the Ordinary 

Resolutions pertaining to the Proposed Acquisitions: 

3.1 Political, Social and Economic Considerations 

The future growth and continued success of Samitra and MSA in South Africa are 

subject to risks that are linked to any developments in political, social and economic 

conditions where the MHB Group's current overseas operations are substantially in. 

Although it is notable that Samitra and MSA recorded profitability during the 

last two years, no assurance is given that any changes in the political, social and 

economic conditions in South Africa will not have any adverse impact on the 

property development business of Samitra and MSA. 

3.2 Business Risks 

The MHB Group’s investment in South Africa is subject to the risks inherent in 

property development industry. These include, inter alia, supply of labour and 

building materials, changes in labour and building materials costs, changes in 

general economic, business and credit conditions, demand for residential, 

commercial and industrial properties and changes in the legal and environmental 

framework within which this industry operates. These business risks implicit in 

all commercial activities and changes to these factors will definitely have 

implications to the Group’s operations. However, MHB being an established 

company with proactive management, is well positioned to successfully manage 

these business risks in the ever changing business environment. 

6

Furthermore, the MHB Group having been in operations in South Africa for the last 

two and a half years, has a better understanding of the business environment 

there and is able to adapt to any changes in which it operates. 

3.3 Competition 

The Samrand Golf and Country Estate is located in a strategic metropolitan area and 

the added feature of a golf course as part of the residential estate enhances the value 

of the properties in this area. At present, there are no keen competition from existing 

developer and contractor in this region. However, the potential of the property 

development and construction industry in this region may attract new players into the 

market. Nonetheless, Samitra and MSA are confident of its location as mentioned 

earlier and expect that its product launches will be well received. This is further 

augmented by the fact that the Samitra Golf and Country Estate is a fast maturing 

township and its development is way ahead of other developments in the vicinity. 

While the property development and construction industry are currently going 

through a period of rapid expansion, resulting in some price softening, these trends 

should not be detrimental to the industry. It is important to note that demand for 

residential and commercial units continues to grow. 

3.4 Foreign Exchange Risk 

As a significant part of the Samitra and MSA's business are conducted in a foreign 

currency, any fluctuation in relation to the Malaysian Ringgit will have an effect on 

the MHB Group's share of Samitra and MSA's results. No assurance is given that any 

change in the foreign currency exchange rates will not have an adverse effect on the 

MHB Group's share of Samitra and MSA's results. 

3.5 Dependence on Key Personnel 

The continued success of Samitra and MSA is highly dependent upon the 

abilities and continued efforts of its existing directors and senior management. The 

future success of Samitra and MSA will also depend upon their ability to attract and 

retain skilled personnel for their expansion programme. 

3.6 Forward-Looking Statements 

Certain statements in this announcement are forward-looking statements. Such 

forward-looking statements are not guarantees of future performance and involve 

known and unknown risks, uncertainties and other factors, which may cause the 

actual results, performance or achievements to differ materially from future results, 

performance or achievements expressed or implied in such forward-looking 

statements. Such factors include general economic and business conditions, changes 

in property development and construction industry competition and other factors. 

3.7 Policies on foreign investments and repatriation of profits in South Africa 

(i) Policies on foreign investment 

There are no restrictions on foreign investments in companies incorporated in 

South Africa. All capital introduced into South Africa may be repatriated at any 

time. 

(ii) Policies on repatriation of profits 

There are no restrictions in South Africa on the payment of dividends or profits 

after applicable tax deductions are made. 

7

4. INDUSTRY OVERVIEW AND FUTURE PROSPECTS 

The Republic of South Africa has the strongest economy in Africa. Approximately 75% of 

South Africa’s economic activity takes place in its four primary metropolitan areas, which 

together represent about 3% of the total land area of the country. These metropolitan areas 

are Gauteng, surrounding Johannesburg; the Durban-Pinetown area in KwaZulu-Natal; the 

Cape Peninsula; and the Port Elizabeth-Uitenhage area in the Eastern Cape. Gauteng, where 

most of South Africa’s gold mines are situated, is the financial and industrial centre of the 

country and accounts for 37% of all economic activity. Construction is one of the essential 

industries in South Africa. 

(Source:Doing Business In South Africa by Ernst & Young International, Ltd 

dated September 2000) 

As quoted by ABSA Bank on the review for the third quarter 2000, despite various 

macroeconomic factors that negatively influenced the position of the consumers in the third 

quarter of 2000, house prices have still increased strongly for year 2000 as compared to 

1999. The average price of a house came to some Rand272,000 in the third quarter of year 

2000. This represents a year-on-year increase of 19.1% in nominal terms and 11.8% in real 

terms. These are the biggest price increases since the first half of 1998, just before the effect 

of the Asian financial crisis hit South Africa. 

It is expected that inflation rate will move upwards in 2001, mainly due to the result of the 

impact of the notably weaker exchange rate compared with the beginning of year 2000, 

higher fuel prices, as well as an increase in domestic demand, which will lead to a higher 

growth in credit extension. Consistent with the increase in inflation rate, the lending rates 

will rise further in the second quarter of 2001 in view of the economic prospects. Taking into 

account the already strong price increases in the first three quarters of 2000, it is 

foreseen that house prices will increase by approximately 16.0% in nominal terms and by 

about 10.0% in real terms this year as a whole. 

(Source:ABSA Bank Ltd Quarterly Housing Review: Third Quarter 2000 

dated 25 October 2000) 

Montagu Property Group, Africa’s foremost marketer of residential townships and golf 

course estates, which is currently marketing 6 security developments across Gauteng which 

includes Samrand Golf and Country Estate, expressed that the current market in residential 

property is the strongest for the past 10 years. 

Montagu Property Group has achieved 200 sales at the Samrand Golf and Country Estate 

since the launch. As purchasers are often reluctant to purchase in a development in its 

infancy stage, Samitra’s initial success can be attributed to the wonderful location of the 

project, halfway between the 2 major cities on the reef, Johannesburg and Pretoria. 

In the next three to five years, the residential sector of the property market will perform the 

best of the entire property spectrum, a view expressed by the Head of Standard Bank 

Properties. 

(Source: Residential Property Market Report from Montagu Property Group) 

8

5. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS 

The financial effects of the Proposed Acquisitions on MHB are as follows:– 

5.1 Share Capital 

There will be no effect on the issued and paid-up capital of MHB as the Proposed 

Acquisitions will be satisfied wholly by cash and does not involve the issuance of 

MHB shares. 

5.2 Shareholding Structure 

As the Proposed Acquisitions will be on a cash basis, it will not have any effect on 

MHB’s shareholding structure. 

5.3 Earnings 

5.4 NTA 

The Proposed Acquisitions will have no immediate effect on earnings but are 

expected to contribute positively to the earnings of MHB Group in future. 

The effect of the Proposed Acquisitions on the NTA of MHB Group is as follows:- 

RM’000 

Audited NTA of MHB Group at 31 December 2000 125,680 

Estimated goodwill arising on acquisition of the remaining 

40% equity interest in Samitra (14,569) 

Adjusted NTA of MHB Group 111,111 

Before Proposed 

Share Acquisition 

in Samitra 

9 

After Proposed 

Share Acquisition 

in Samitra 

RM’000 RM’000 

Share Capital 94,874 94,874 

Reserves 30,806 30,806 

Shareholders’ Funds 125,680 125,680 

Less: Intangible Assets - (14,569) 

NTA 125,680 111,111 

NTA per share (sen) 132.47 117.11

5.5 Gearing 

As the Proposed Acquisitions will be on a cash basis and will be fully funded by 

internally generated fund, it is not expected to have any effect on MHB’s gearing 

position. 

6. CONDITIONS OF THE PROPOSED ACQUISITIONS 

The Proposed Acquisitions is conditional upon the following approvals: 

(i) the shareholders of MHB at an EGM to be convened; 

(ii) the shareholders of Samrand; and 

(iii) the approval of any other relevant authorities. 

7. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST 

Dato' Samsudin bin Abu Hassan, being a Non-Executive Chairman and a substantial 

shareholder of MHB is deemed to be interested in the Proposed Acquisitions by virtue of him 

being also a Director and a major shareholder of Samrand. Consequently, Dato' Samsudin bin 

Abu Hassan and persons connected to him will abstain from deliberation at Board Meetings 

and voting on the Proposed Acquisitions at the EGM to be convened. 

NRB Holdings Limited and SMG Holdings Limited are also substantial shareholder of MHB 

and are connected to Dato’ Samsudin bin Abu Hassan and will abstain from voting on the 

proposed Acquisitions at the EGM to be convened. 

Number of MHB shares held as at 19.03.2001 

Direct % Indirect % 

Dato’ Samsudin bin Abu Hassan – - 22,400,000 (Note1) 18.89 

SMG Holdings Limited – - 22,400,000 (Note2) 18.89 

NRB Holdings Limited – - 22,400,000 (Note3) 18.89 

Note 1 Interest by virtue of substantial interest in SMG Holdings Limited. 

Note 2 Deemed substantial Interest in NRB Holdings Limited. SMG Holdings Limited is listed on the 

Johannesburg Stock Exchange. 

Note 3 Held via OSK Nominees (Asing) Sdn Bhd. 

Dato’ Samsudin bin Abu Hassan, NRB Holdings Limited and SMG Holdings Limited have 

given their undertaking that they shall ensure that the persons connected with him/them will 

abstain from voting on the resolutions relating to the proposed Acquisitions. 

Save as disclosed, none of the other Directors, substantial shareholders or persons connected 

with the Directors or substantial shareholders of MHB have interest in the above Proposed 

Acquisitions. 

8. INDEPENDENT ADVISER 

Your Independent Directors have appointed HMP as Independent Adviser to advise the 

Independent Directors and minority shareholders on the Proposed Acquisitions. The 

Independent Advice of HMP on the Proposed Acquisitions is set out in Part B of this 

Circular. 

10

SHAREHOLDERS ARE ADVISED TO READ PART A AND PART B OF THIS 

CIRCULAR BEFORE TAKING ANY ACTION. 

9. INDEPENDENT VALUATION 

In view of the interest of the director and substantial shareholders as mentioned in Section 7 

above, an independent valuer has been appointed to provide an independent valuation on the 

landed properties of Samitra and the freehold property to be acquired by MSA. 

A copy of the valuer’s letter by Henry Butcher, Lim & Long Sdn Bhd is enclosed in 

Appendix IV of this Circular. 

10. EXTRAORDINARY GENERAL MEETING 

An EGM, the notice of which is set out in this Circular, will be held at Dahlia Suite 1 & 2, 

2nd Floor, East Wing, Petaling Jaya Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor 

Darul Ehsan on 3 May 2001 at 10.30 a.m. or any adjournment thereof, for the purpose of 

considering and if thought fit, passing the Ordinary Resolutions to give effect to the Proposed 

Acquisitions. 

If you are unable to attend and vote in person at the EGM, you should complete and 

return the enclosed Form of Proxy in accordance with the instructions therein as soon as 

possible and in any event so as to arrive at the Registered Office of the Company at 99, 

Jalan SS21/37, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not later than 

48 hours before the time-set for holding the EGM. The lodging of the Form of Proxy will 

not, however, preclude you from attending and voting in person at the EGM should you 

subsequently wish to do so. 

11. ADDITIONAL INFORMATION 

Shareholders are requested to refer to the attached appendices for additional information. 

12. DIRECTORS’ RECOMMENDATION 

Your Directors, after careful deliberations on the Proposed Acquisitions, are of the opinion 

that the terms of the Proposed Acquisitions are fair and reasonable and that the Proposed 

Acquisitions are in the best interest of the Company. 

Accordingly, your Directors, save for Dato’ Samsudin bin Abu Hassan who is deemed 

interested in the Proposed Acquisitions, recommend that you vote in favour of the Ordinary 

Resolutions pertaining to the Proposed Acquisitions to be tabled at the forthcoming EGM to 

give effect to the Proposed Acquisitions. 

Yours faithfully 

For and on behalf of the Board of Directors of 


GENERAL (R) DATO’ ISMAIL BIN HASSAN 

Independent Director 

11

PART B 

To: The Shareholders of Mitrajaya Holdings Berhad 

Dear Sirs/Mesdames 

12 

17 April 2001 

INDEPENDENT ADVICE TO THE SHAREHOLDERS IN CONNECTION WITH 

THE PROPOSED GPIL ACQUISITION AND THE PROPOSED MSA 

ACQUISITION 

1. INTRODUCTION 

HORWATH MOK & POON 

Public Accountants 

A member of Horwath International 

Level 16 Tower C 

Megan Phileo Avenue 

12 Jalan Yap Kwan Seng 

50450 Kuala Lumpur 

Tel (603) 2166 0000 

Fax (603) 2166 9200 

E mail horwath@po.jaring.my 

Website http://www.horwath.com/himy.htm 

1.1 On 15 January 2001, GPIL, a wholly-owned subsidiary company of MHB, had 

entered into a Comprehensive Agreement with Samrand, MSA and Samitra to 

acquire 400 shares of Rand1.00 each representing 40% of the issued and paid-up 

capital of Samitra for a cash consideration of Rand30,000,000 or approximately 

RM15,372,000 from Samrand. GPIL currently holds 60% equity interest in 

Samitra. 

On the same date, MSA, a wholly-owned subsidiary company of MHB and a party 

to the above mentioned Comprehensive Agreement, had entered into a Deed of 

Sale with Samrand to acquire two pieces of freehold property for a cash 

consideration of Rand11,400,000 or approximately RM5,841,360. 

1.2 In view of certain directors’ and substantial shareholders’ interests as described in 

Section 1.2 of the Company’s Circular to Shareholders, the Independent Directors 

of MHB have appointed Horwath Mok & Poon (“HMP”) as the Independent 

Adviser to the Shareholders of MHB in relation to the Proposed Acquisitions as 

set out in Section 1.1 above. 

HMP had, via our letter dated 8 March 2001, confirmed to the KLSE our 

eligibility to act as Independent Adviser to the Shareholders of MHB.

Independent Advice Letter to the Shareholders 

of Mitrajaya Holdings Berhad 

1.3 The purpose of this Independent Advice Letter (“IAL”) is to provide the 

shareholders of MHB with an independent evaluation, from the financial point of 

view, of the terms and conditions of the Proposed Acquisitions, and HMP’s 

recommendation thereon. 

2. DETAILS OF THE PROPOSED ACQUISITIONS 

2.1 Details of the Proposed GPIL Acquisition 

Samitra is a property development company incorporated in South Africa with an 

authorised share capital of Rand1,010 comprising 1,000 ordinary shares of 

Rand1.00 each and 1,000 redeemable preference shares of Rand0.01 each, all of 

which have been issued and fully paid. 

The purchase consideration Rand30,000,000 has been arrived at on a willing 

buyer-willing seller basis after taking into consideration the potential earnings of 

Samitra. Upon execution of the Memorandum of Agreement, GPIL has paid 

Samrand Rand1,000,000 and another Rand1,800,000 on 31 January 2001. On the 

date of execution of the Comprehensive Agreement, GPIL has paid to Samitra an 

amount of Rand4,400,000 as partial discharge of the amount owing by Samrand to 

Samitra. This amount will be set-off against the balance of the purchase 

consideration. The balance of Rand22,800,000 will be paid on completion. 

Based on the audited financial statements of Samitra for the financial year ended 

31 December 2000, the financial position of Samitra is as follows:- 

Balance Sheet at 31 December 2000 

13 

Audited as at 

31 December 2000 Translated* 

Rand’000 RM’000 

FIXED ASSETS 28 14 

INVESTMENT 720 369 

CURRENT ASSETS 89,870 46,050 

CURRENT LIABILITIES (42,921) (21,993) 

Net Current Assets 46,949 24,057 

47,697 24,440



Balance Sheet at 31 December 2000 (Cont’d) 

FINANCED BY:- 

14 

Audited as at 

31 December 2000 Translated* 

Rand’000 RM’000 

SHARE CAPITAL 15,250 7,815 

RETAINED PROFITS 3,917 2,007 

Shareholders’ Equity 19,167 9,822 

LONG TERM LIABILITY 

Shareholder’s Loan 28,530 14,618 

47,697 24,440 

Source: Audited financial statements of Samitra for the financial year ended 31 December 

2000 

* - Translated based on Rand100 to RM51.24, the quoted selling rate on 3 January 2001 

(the date of execution of the Memorandum of Agreement). 

The current development project undertaken by Samitra comprises the Samrand 

Golf and Country Estate which resides on several pieces of freehold land with a 

combined area of approximately 238 hectares located in the State City of 

Centurion, South Africa. Further description of the development project is set out 

in Section 2.1.1 of Part A of the Circular to Shareholders. 

Further information on Samitra are set out in Appendix II of the Company’s 

Circular to Shareholders. 

2.2 Details of the Proposed MSA Acquisition 

The freehold property to be acquired constitutes 62.49 hectares of vacant farmland 

which adjoins the Samrand Golf and Country Estate currently developed by 

Samitra. The purchase consideration of Rand11,400,000 was arrived at on a 

willing buyer-willing seller basis after taking into account the potential 

development of the land, its strategic location and the current transacting price of 

neighbouring farmland.



3. CONDITIONS TO THE PROPOSED ACQUISITIONS 

The Proposed Acquisitions are subject to the following approvals:- 

(i) the shareholders of MHB at an EGM to be convened; 

(ii) the shareholders of Samrand; and 

(iii) the approval of any other relevant authorities. 

4. EVALUATION OF THE PROPOSED ACQUISITIONS 

HMP has been appointed by the Independent Directors of MHB to provide the 

shareholders of MHB with a fairness opinion, from a financial point of view, of 

the terms and conditions of the above mentioned Proposed Acquisitions. HMP 

was not involved in any negotiations on the terms and conditions of the Proposed 

Acquisitions. 

In rendering our opinion, we have reviewed the business and financial information on 

MHB and Samitra. We have discussed the said information with the senior 

management of MHB. 

In our review and analysis in formulating our opinion, we have relied upon the 

reasonableness, accuracy and completeness of the financial and other information 

on MHB and Samitra provided to us by MHB and also the valuation report on the 

landed properties of Samitra and the freehold property to be acquired by MSA by 

Henry Butcher, Lim & Long Sdn. Bhd dated 28 February 2001 (hereinafter 

referred to as the “Valuation Report”). We have further assumed that such 

information has been prepared in good faith and reflect the judgements and 

estimates of MHB’s management as of the date hereof and that the management 

of MHB are unaware of any facts that would make the financial information and 

other information provided to us incomplete, misleading or inaccurate. We have 

not assumed any responsibility for independent verification of, and express no 

opinion as to, any such information. 

Our opinion is necessarily based on the financial information prepared by MHB 

as set out in Appendix I and II of the Company’s Circular to Shareholders, and on 

the Valuation Report as enclosed in Appendix IV of the said Circular. Finally, we 

have assumed that the Proposed Acquisitions will be consummated based on the 

terms set forth in the Company’s Announcement to the KLSE without material 

modification. 

15



As Independent Adviser to the shareholders of MHB, our scope of evaluation in 

regard to the Proposed Acquisitions is confined only to the financial terms of the 

Proposed Acquisitions and the terms of settlement of the same, and not the merits 

or otherwise of the commercial decisions regarding the Proposed Acquisitions. 

In preparing this opinion, we have paid attention to those factors which we believe are 

of general importance to an assessment of the terms of the Proposed Acquisitions 

from a financial point of view and therefore of general concern to the general body of 

the shareholders. We are not in possession of information relating to, and have 

not given any consideration to, separate specific investment objectives, financial 

situation and particular needs of any individual shareholder or any group of 

shareholders. We recommend that any individual shareholder or any group of 

shareholders who may require advice in relation to the Proposed Subscription in 

the context of their individual objectives, financial situation and particular needs 

should consult their stockbroker, bank manager, solicitor, or professional adviser. 

In evaluating the Proposed Subscription and the terms of settlement, we have paid 

particular attention to the following issues relating to the financial terms and 

effects of the proposed consideration and the terms of settlement:- 

• The objective of the Proposed Acquisitions; 

• Whether the consideration for each of the Proposed Acquisitions are fair 

and reasonable; and 

• The financial effects of the Proposed Acquisitions to MHB. 

4.1 RATIONALE FOR THE PROPOSED ACQUISITIONS 

The rationale for the Proposed GPIL Acquisition and the Proposed MSA 

Acquisition as detailed in Sections 2.1.4 and 2.2.4, respectively of Part A of the 

Circular to Shareholders is to enable MHB to acquire full control over The 

Samrand Golf and Country Estate development (via the Proposed GPIL 

Acquisition) and to further capitalise on the aforesaid development through the 

acquisition of the freehold property (via the Proposed MSA Acquisition) which 

adjoins the development of the Samrand Golf and Country Estate. Synergies are 

expected to arise from the Proposed MSA Acquisition by way of increased 

saleable area of the freehold property as future developments on the said property 

can share common public amenities and recreational facilities which are already 

included in the current development. 

The Directors opine that the Samrand Golf and Country Estate and the freehold 

property are strategically located and would provide a stable source of income to 

be derived from residential and commercial development. 

16



4.2 BASIS OF THE CONSIDERATION FOR THE PROPOSED ACQUISITIONS 

We note that the consideration for the Proposed GPIL Acquisition has been 

arrived at taking into consideration the potential earnings of Samitra whilst the 

consideration for the Proposed MSA Acquisition has been arrived at taking into 

account the current transacting price of neighbouring farmland. 

In respect of the acquisition of Samitra, we have evaluated the reasonableness of 

the consideration for the Proposed Acquisitions based on the Realisable Net Asset 

Value (“RNAV”) with principal reliance on the Valuation Report in our 

evaluation of the consideration for the Proposed GPIL Acquisition, as the 

principal basis of evaluation. 

In respect of the Proposed MSA Acquisition, we have relied solely on the 

Valuation Report. 

In view that Samitra is a development company with significant land bank, we are 

of the opinion that the most appropriate basis of evaluating the reasonableness of 

the consideration is by applying the RNAV model. In conjunction with our 

evaluation, we have also reviewed the basis of valuation used in the Valuation 

Report. 

Due consideration has also been given to the qualitative aspects of the Proposed 

Acquisitions. 

4.2.1 Realisable Net Asset Value Model 

As Samitra is a development company, the most appropriate method of valuation 

to be considered is the Realisable Net Asset Value (“RNAV”) model. This model 

involves estimating the revaluation reserve on the landed properties of Samitra 

and then imputing the estimated revaluation reserve on the NTA of the company 

to arrive at the RNAV. In applying the RNAV model we have principally relied 

on the Valuation Report. 

The market value of the landed properties of Samitra (including the freehold 

property to be acquired pursuant to the Proposed MSA Acquisition as extracted 

from the Valuation Report) is set out below:- 

Table A 

Rand’000 

Ten (10) completed show-houses, separately registered on 

freehold stands 

11,920 

Completed 18-hole Gary Player designed golf course 2,400 

Portion 251 (48.253 ha) & 252 (14.23 ha) 11,700 

Total value of unsold vacant land as per cash flow 93,200 

Grand total 119,220 

Source : Valuation Report prepared by Henry Butcher, Lim & Long Sdn. Bhd. dated 28 

February 2001. 

17



Valuation of 40% equity interest to be acquired pursuant to the Proposed GPIL 

Acquisition 

The estimation of the revaluation reserve on landed properties of Samitra is 

derived as follows:- 

Reference Rand’000 

Ten (10) completed show-houses, separately 

registered on freehold stands (Note 1) 

Completed 18-hole Gary Player designed golf 

Table A 

N/A 

course 

Table A 

2,400 

Total value of unsold vacant land as per cash flow Table A 93,200 

Total estimated value of land I 95,600 

Land cost as at 8 February 2001 (Note 2) II 2,877 

Estimated gross revaluation reserve III = I – II 92,723 

Less : Deferred tax on revaluation reserve at 30%* IV = III x 30% 27,817 

Estimated net revaluation reserve 

Profit on sale of ten (10) completed [after tax] 

V = III - IV 64,906 

(Note1) 

Adjusted Audited NTA of Samitra at 31 December 

VI 

1,260 

2000 (Note 3) 

VII 

3,917 

RNAV of Samitra VIII = V + VI +VII 70,083 

Equity interest to be acquired at 40% VIII x 40% 28,033 

* Corporate tax rate of South Africa. The deferred tax has been provided for as the properties are 

expected to be sold in the foreseeable future. 

Note 1 : The ten (10) completed show-houses, separately registered on freehold stands have been 

excluded from the estimation of the revaluation reserve because, as represented by the 

management of Samitra, the ten (10) show-houses have been disposed of to a related 

company subsequent to the financial year end but before 8 February 2001 (the material 

date of valuation). The effect of the ten (10) completed show-houses on the valuation of 

Samitra is to the extent of profit recognised on sale of the same. The profit recognised on 

sale (after tax), based on the management accounts of Samitra for the financial period up 

to 8 February 2001, is approximately Rand1,260,000. 

Note 2 : The land cost as at 8 February 2001 is provided by the management of Samitra and based 

on representation by the same, the land cost for the 18-hole Gary Player designed golf 

course and the unsold vacant land has not been subject to any material change up to the 

date of the Valuation Report of 28 February 2001 (the material date of valuation of which 

was 8 February 2001). 

Note 3 : The Adjusted Audited NTA has been arrived at by deducting the Preference Share and 

the attributable Share Premium Reserve arising from the issue of preference share of 

Rand1 and Rand15,249,549 respectively, from the audited NTA of Samitra as the 

preference share was issued solely to GPIL, and hence the attributable Share Premium 

Reserve is not distributable to the minority shareholder. 

18



Based on the above analysis, the value of 40% equity interest in Samitra is 

estimated at Rand28,033,000 (about RM14,364,000). Hence, the consideration 

for the Proposed GPIL Acquisition of Rand30,000,000 (about RM15,372,000) 

represents a slight “premium” of approximately 7.0% over the RNAV of Samitra. 

Valuation of the freehold property to be acquired pursuant to the Proposed 

MSA Acquisition 

The above mentioned freehold property to be acquired has been included in the 

Valuation report and has been estimated at Rand11,700,000 (refer to Table A – 

Portions 251 & 252). 

4.2.2 Qualitative Aspects 

. In assessing the reasonableness of the consideration of the Proposed Acquisitions, 

due consideration should also be given to MHB Group’s business intentions in 

undertaking the Proposed Acquisitions. 

The Proposed GPIL Acquisition will render MHB Group full control of Samitra 

particularly in the aspects of implementation of development plans. Full control 

of Samitra would also lead to increased earnings to MHB Group. Further, the 

robust cash flows expected from the development project would strengthen 

the overall cash flow position of the Group. 

In view of the fact that the development project undertaken by Samitra is currently 

funded by the MHB Group, the acquisition of the remaining 40% equity interest 

by MHB would effectively retain the inter-company funds within the MHB 

Group. 

The Proposed MSA Acquisition would create synergies to MHB Group’s 

operations in South Africa mainly due to the reason that the freehold property, 

which comprises 62.49 hectares of vacant farmland adjoins the Samrand Golf and 

Country Estate currently being developed by Samitra. It is therefore reasonable to 

anticipate cost savings from the future commercial development of the freehold 

property as some infrastructure and public facilities which are already part of the 

current development project can be shared by future development projects on the 

freehold property to be acquired. 

Although the Proposed Acquisitions would be transacted in foreign currency 

(namely the South African Rand), the exposure of MHB Group to foreign 

exchange fluctuations in this respect is mitigated as the investments are based in 

South Africa and the business and returns from the investments would be 

denominated in the same foreign currency, hence creating a form of natural hedge 

on the investment. 

19



4.3 FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS 

We have considered the financial effects of the Proposed Acquisitions on the 

share capital, earnings and NTA of MHB Group as follows:- 

4.3.1 Share Capital 

The Proposed Acquisitions will not have any effect on the issued and paid-up 

share capital of MHB. 

4.3.2 Earnings 

4.3.3 NTA 

The Proposed Acquisitions will have no immediate effect on earnings but are 

expected to contribute positively to the earnings of MHB Group in future. 

The effect of the Proposed Acquisitions on the NTA of MHB Group is as 

follows:- 

20 

RM’000 

Audited NTA of MHB Group at 31 December 2000 125,680 

Estimated goodwill arising on acquisition of the remaining 

40% equity interest Samitra (14,569) 

Adjusted NTA of MHB Group 111,111 

The Proposed Acquisitions are expected to contribute positively to the NTA of 

MHB Group in future. 

5. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS 

Based on the register of shareholders and directors of Samrand as at 15 February 

2001, Dato’ Samsudin bin Abu Hassan is a major shareholder and director. Dato’ 

Samsudin bin Abu Hassan also holds, via his substantial shareholdings in NRB 

Holdings Limited and SMG Holdings Limited, 22,400,000 ordinary shares in 

MHB representing 18.89% equity interest in the same. 

Accordingly, Dato’ Samsudin bin Abu Hassan and persons connected to him will 

abstain from deliberation at Board Meetings and voting on the Proposed 

Acquisitions and, NRB Holdings Limited and SMG Holdings Limited will abstain 

from voting on the Proposed Acquisitions at the EGM to be convened. 

Save as disclosed above, none of the other directors and/or substantial 

shareholders MHB and persons connected to them have any interest, direct or 

indirect, in the Proposed Acquisitions.



6. OTHER INFORMATION 

Other information relevant to our IAL are included as Appendices herewith. 

7. CONCLUSION AND RECOMMENDATION 

The matter in consideration by the shareholders of MHB which is the subject of 

this IAL is whether they should vote in favour of the Proposed Acquisitions. 

Our opinion, is formed principally based on the reasonableness of the 

consideration for the Proposed GPIL Acquisition and the Proposed MSA 

Acquisition. Based on our evaluation of the consideration for the Proposed GPIL 

Acquisition set out in Section 4.2.1 and 4.2.2 above, we noted that 

notwithstanding the slight premium of 7.0% payable over the minority interest in 

the RNAV of Samitra, the consideration for the Proposed GPIL Acquisition is not 

unreasonable based on the expected cash flows from the realisation of the 

development properties. The slight premium is also justifiable as MHB Group, 

after the Proposed GPIL Acquisition, would procure full control over the 

operations of Samitra. In respect of the Proposed MSA Acquisition, the 

consideration of Rand11,400,000 (RM5,841,360) closely approximates the market 

value reported in the Valuation Report of Rand11,700,000 (about RM5,995,000). 

We have also evaluated the reasonableness of the consideration for the Proposed 

Acquisitions giving due consideration to the qualitative aspects as detailed in 

Section 4.2.2 above and are of the opinion, that the qualitative benefits are 

realisable. 

On the assumption that MHB’s strategy for the acquisition is consummated, there 

would be potential for robust growth in results and cash flows of MHB Group. 

After taking into consideration the various factors discussed above, we are of the opinion 

that, on the basis of the information available to us, the financial terms of the 

Proposed Acquisitions are fair and reasonable and are not detrimental to the 

minority shareholders of MHB and we recommend that you vote in favour of the 

resolutions pertaining to the Proposed Acquisitions to be tabled at the forthcoming 

EGM. 

Yours faithfully 

HORWATH MOK & POON 

ONN KIEN HOE 

Partner 

21

INFORMATION ON MHB 

1. History and Business 

22 

APPENDIX I 

MHB was incorporated in Malaysia on 28 June 1993 under the Companies Act, 1965, as a private 

limited company under the name of Persmurni Sdn Bhd with an issued and paid-up share capital 

of RM2.00 comprising two (2) ordinary shares of RM1.00 each. It changed its name to 

Persmurni Berhad on 6 November 1993 upon its conversion to a public company. The Company 

subsequently changed its name to Mitrajaya Holdings Berhad on 19 November 1993. 

MHB was listed on the Second Board of KLSE on 8 December 1994 and subsequently 

transferred to the Main Board of the KLSE on 29 May 1998. 

MHB is principally an investment holding company. The MHB Group is involved in investment 

holding, civil engineering and construction works, sales of construction materials, property 

development, manufacturing and selling of premix products, manufacturing and selling of readymix 

concrete and renting of plant and machinery. 

2. Share Capital 

The present authorised share capital of MHB is RM500,000,000 comprising 500,000,000 

ordinary shares of RM1.00 each. As at 19 March 2001, the issued and paid-up share capital of 

MHB is RM118,592,903 comprising 118,592,903 ordinary shares of RM1.00 each. 

Date of 

Allotment 

No. of Ordinary 

Shares of 

RM1.00 

Each Allotted 

Consideration 

Cumulative 

Issued And 

Paid-Up Share 

Capital 

28.06.1993 2 Cash 2 

22.08.1994 18,099,642 Issued pursuant to the acquisition of 

Pembinaan Mitrajaya Sdn Bhd 

22.08.1994 323,648 Issued pursuant to the acquisition of 

Daya Asfalt Sdn Bhd 

26.11.1994 600,000 Issued pursuant to a public issue at an 

issue price of RM3.50 per share 

25.03.1998 15,218,634 Issued pursuant to a Bonus Issue on 

the basis of four (4) new ordinary 

shares for every five (5) existing 

ordinary shares of RM1.00 each 

29.05.1998 19,023,292 Issued pursuant to a Rights Issue at 

an issue price of RM1.18 per share on 

the basis of one (1) new ordinary 

share for every one (1) existing 

ordinary share of RM1.00 each held 

before the bonus issue 

11.11.1998 

to 

30.12.1998 

371,000 Issued pursuant to the exercise of the 

ESOS at an exercise price of RM1.21 

per share. 

18,099,644 

18,423,292 

19,023,292 

34,241,926 

53,265,218 

53,636,218

Date of 

Allotment 

13.01.1999 

to 

08.06.1999 


Shares of 

RM1.00 

Each Allotted 

Consideration 



per share. 

07.06.1999 200,000 Issued pursuant to the exercise of the 

Warrants1 at an exercise price of 

RM1.55 per share. 



per share. 

23.06.1999 

to 

25.06.1999 

02.07.1999 

to 

13.08.1999 

92,000 Issued Pursuant to the exercise of the 


per share. 



per share. 

17.08.1999 200 Issued pursuant to the exercise of the 



06.09.1999 

to 

13.09.1999 



per share. 




11.10.1999 

to 

25.02.2000 



per share. 






per share. 

14.03.2000 400,000 Issued pursuant Private Placement at 

an issue price of RM4.00 per share. 

15.03.2000 

to 

23.03.2000 



per share. 

23 

Cumulative 

Issued And 

Paid-Up Share 

Capital 

54,391,218 

54,591,218 

54,641,218 

54,733,218 

54,905,218 

54,905,418 

54,920,418 

54,920,751 

55,176,751 

55,176,951 

55,344,951 

55,744,951 

56,094,951

Date of 

Allotment 


Shares of 

RM1.00 

Each Allotted 

Consideration 






per share. 

31.03.2000 1,363,000 Issued pursuant to the Private 

Placement at an issue price of 




per share. 



per share. 



per share. 



per share. 



per share. 



per share. 



per share. 



per share. 



per share. 



per share. 

24 

Cumulative 

Issued And 

Paid-Up Share 

Capital 

56,294,751 

56,396,751 

57,759,751 

57,821,751 

57,971,751 

58,021,751 

58,065,751 

58,125,751 

58,150,751 

58,196,751 

58,224,751 

58,232,751 

58,244,751

Date of 

Allotment 


Shares of 

RM1.00 

Each Allotted 

Consideration 



per share. 



per share. 



per share. 



per share. 

01.09.2000 1,500 Issued pursuant to the conversion of 

the Warrants1 into ordinary shares at 

an exercise price of RM1.55 per 

share. 



per share. 



per share. 



per share. 

29.09.2000 5,000 Issued pursuant to the conversion of 

the Warrants1 into ordinary shares at 

an exercise price of RM1.55 per 

share. 



per share. 



per share. 



per share 



per share 

25 

Cumulative 

Issued And 

Paid-Up Share 

Capital 

58,468,751 

58,590,751 

58,795,751 

58,915,751 

58,917,251 

58,964,251 

58,974,251 

58,986,251 

58,991,251 

58,995,251 

59,001,251 

59,008,251 

59,213,251

Date of 

Allotment 


Shares of 

RM1.00 

Each Allotted 

Consideration 



per share 



RM1.55 per share 



RM1.55 per share 

11.12.2000 35,577,871 Issued pursuant to a Bonus Issue on 

the basis of three (3) new ordinary 


ordinary shares of RM1.00 each 

13.02.2001 23,718,581 Issued pursuant to a Rights Issue at 

an issue price of RM1.30 per share on 

the basis of two (2) new ordinary 


ordinary shares of RM1.00 each held 

before Bonus Issue 

3. Substantial Shareholders 

26 

Cumulative 

Issued And 

Paid-Up Share 

Capital 

59,216,251 

59,217,251 

59,296,451 

94,874,322 

118,592,903 

The substantial shareholders (holding 2% or more of the issued and paid-up capital of MHB) 

according to the Register of Substantial Shareholders and Record of Depositors as at 19 March 

2001 are as follows:- 

No. of Shares 

Held Direct 

% 

No. of Shares held 

Indirect 

Tan Eng Piow 5,018,060 4.23 *32,780,000 27.64 

NRB Holdings Limited - - **22,400,000 18.89 

SMG Holdings Limited - - #22,400,000 18.89 

Dato’ Samsudin bin Abu 

Hassan 

- - @22,400,000 18.89 

Ong Teck Chong 4,029,785 3.40 @@6,346,633 5.35 

* Held via the pledged securities account as follows: 

No. of ordinary shares 

1. Arab-Malaysian Finance Berhad 9,580,000 

2. JF Apex Nominees (Tempatan) Sdn Bhd 6,000,000 

3. Mayfin Nominees (Tempatan) Sdn Bhd 6,400,000 

4. Arab-Malaysian Nominees (Tempatan) Sdn Bhd 

Total 

10,800,000 

32,780,000 

%

** Held via OSK Nominees (Asing) Sdn Berhad. 

# Deemed substantial interest in NRB Holdings Limited. SMG Holdings Limited is listed on the Johannesburg Stock 

Exchange. 

@ Deemed substantial interest in SMG Holdings Limited 

@@ Held via the pledged securities account as follows: 



2. HDM Nominees (Tempatan) Sdn Bhd 1,110,000 

6,346,633 

4. Particulars of Directors’ Shareholdings 

Particulars of Directors and their Shareholdings based on the Register of Directors’ 

Shareholdings as at 19 March 2001. 

No. of Ordinary Shares Held Before 

Exercises 

Name of Directors Direct % Indirect % 

Dato’ Samsudin bin Abu Hassan - - 22,400,000@ 18.89 

Tan Sri Dato’ Ir Jamilus bin Md Hussin - - - - 

Tan Eng Piow 5,018,060 4.23 *32,780,000 27.64 

Foo Chek Lee 158,000 0.133 - - 

Low Mun Wai - - - - 

Roland Kenneth Selvanayagam - - - - 

General (R) Dato’ Ismail bin Hassan - - - - 

@ Indirect interest via NRB Holdings Limited, held via OSK Nominees (Asing) Sdn Bhd 

* Held via the pledged securities account as follows: 

27 


1. Arab-Malaysian Finance Berhad 9,580,000 

2. JF Apex Nominees (Tempatan) Sdn Bhd 6,000,000 


4. Arab-Malaysian Nominees (Tempatan) Sdn Bhd 

Total 

5. Subsidiary and associated companies 

10,800,000 

32,780,000 

Details of the subsidiary and associated companies of MHB as at 19 March 2001 are as follows:- 

Name 

Subsidiaries of MHB 

Pembinaan Mitrajaya 

Sdn Bhd 

Date and 

Place of 

Incorporation 

09.09.1985, 

Malaysia 

Issued And 

Paid-Up 

Capital 

RM 

Effective 

Equity 

Interest held 

% 

Principal Activities 

12,800,000 100 Civil engineering, building and 

road construction works and 

the supply of construction 

materials.

Name 

Date and 

Place of 

Incorporation 

Daya Asfalt Sdn Bhd 28.04.1986, 

Malaysia 

Mitrajaya Equipment 

Resource Sdn Bhd 

Mitrajaya 

Development Sdn Bhd 

Mitrajaya Properties 

Sdn Bhd 

01.04.1998, 

Malaysia 

07.09.1996, 

Malaysia 

13.09.1996, 

Malaysia 

Dutawani Sdn Bhd 20.06.1997, 

Malaysia 

Kina-Bijak Sdn Bhd 09.09.1998, 

Malaysia 

Primaharta 

Development Sdn Bhd 

Konsortium Kasland 

Sdn Bhd 

04.06.1996, 

Malaysia 

31.10.1996, 

Malaysia 

Subsidiary of Mitrajaya Development Sdn Bhd 

Golden Paradise 

International Ltd 

03.04.1998, 

British Virgin 

Islands 

Issued And 

Paid-Up 

Capital 

RM 

Subsidiary of Golden Paradise International Ltd 

Kyalami & Mitrajaya 

Builders (Proprietary) 

Ltd 

Mitrajaya SA 

(Proprietary) Ltd 

Kyalami & Mitrajaya 

Civil Engineering 

(Proprietary) Ltd 

Samrand Mitrajaya 

Development Pty Ltd 

07.09.1998, 

South Africa 

30.04.1998, 

South Africa 

12.06.1998, 

South Africa 

11.09.1998, 

South Africa 

Subsidiary of Pembinaan Mitrajaya Sdn Bhd 

Epic Distinction Sdn 

Bhd 

04.07.1996, 

Malaysia 

Subsidiary of Daya Asfalt Sdn Bhd 

Maha-Mayang Sdn 

Bhd 

08.05.1998, 

Malaysia 

28 

Effective 

Equity 

Interest held 

% 


200,000 100 Manufacturing and selling of 

premix and renting of premix 

plant 

2 100 Renting of plant and 

machinery 

2 100 Investment holding 

2 100 Dormant 

2 100 Investment holding 

2 100 Dormant 

6,125,000 51 Property development 

200,000 51 Investment holding 

US$2 100 Investment holding 

Rand100 80 Builders 

Rand100 100 Civil engineering, building 

and road construction works 

and property development 

Rand100,000 80 Civil engineering, building 

and road construction works 

and property development. 

Rand1,000 60 Property development 

100,000 51 Manufacturing and selling of 

ready-mixed concrete and to 

undertake construction works. 

100 70 Quarry operation, 

manufacturing and selling 

premix.

Name 

Date and 

Place of 

Incorporation 

Subsidiary of Dutawani Sdn Bhd 

Kemajuan Sekim Baru 

Sdn Bhd 

08.05.1984, 

Malaysia 

Subsidiary of Konsortium Kasland Sdn Bhd 

Kasland Development 

Sdn Bhd 

Associated Companies 

Lanchang Asfalt Sdn 

Bhd 

6. Profit and Dividend Record 

05.08.1997, 

Malaysia 

26.06.1986, 

Malaysia 

Issued And 

Paid-Up 

Capital 

RM 

29 

Effective 

Equity 

Interest held 

% 


375,000 70 Property development. 

200,000 70 Dormant 

2 50 Manufacturing and selling of 

premix 

The audited profit and dividend records for the MHB Group for the past six (6) years ended 31 

December 2000 are as follows: 

1995 

Audited 

Financial Year ended 31 December 

1996 

Turnover (RM’000) 136,618 250,400 381,670 222,925 178,907 219,568 

EBIDTA*(RM’000) 16,869 27,963 26,192 24,399 41,844 57,549 

Operating profit/loss 

(RM’000) 

Share of profit of 

associated 

companies 

(RM’000) 

Profit/(loss) before 

exceptional items 

(RM’000) 

Extraordinary items 

(RM’000) 

Exceptional items 

(RM’000) 


taxation (RM’000) 

1997 

1998 

1999 

2000 

13,047 12,826 14,013 19,469 38,952 47,669 

17 279 217 365 123 (95) 

13,064 13,105 14,230 19,834 39,075 47,574 

- - - - - - 

- - - (4,380) - - 

13,064 13,105 14,230 15,454 39,075 47,574 

Taxation (RM’000) (3,876) (3,706) (4,119) (5,812) 300 (17,322) 

Profit after taxation 

(RM’000) 

9,188 9,399 10,111 9,642 39,375 30,252

Minority interests 

(RM’000) 


and minority interest 

(RM’000) 

Weighted average 

no. Of ordinary 

shares in issue 

(‘000) 

1995 

9,188 

Audited 

Financial Year ended 31 December 

1996 

30 

997 

1998 

1999 

2000 

- (50) (78) (173) 708 (8,413) 

9,349 

10,033 

9,469 

40,083 

21,839 

19,023 19,023 34,242 45,523 90,977 106,429 

Net EPS (sen) 48.30 49.15 29.30 20.80 44.06 20.52 

Diluted EPS (sen) - - - 15.16 35.65 17.03 

Gross dividend rate 

(%) 

10 10 20 10 10 15 

* Earnings before interest, depreciation, taxation and amortisation. 

Notes: 

(1) The Group’s turnover shot up by 83.3% or to RM250.4 million in 1996. However, profit before tax rose by 0.3% 

only mainly due to high value Government contracts undertaken that have low profit margin while shortages of 

manpower and raw material forced costs up. 

(2) The turnover increased to RM381.7 million or by 52.4% in 1997 together with a higher profit before tax of 

RM14.2 million or an increase by 8.6%. The increase in the turnover was mainly due to the completion of major 

projects, like the North-South Expressway Central Link and the earthwork project at Kuala Lumpur International 

Airport which in turn increased the profit before tax. 

(3) The Group’s turnover declined to RM222.9 million in 1998 mainly as a result of Asia’s continuing economic 

problems that hit the construction sector and the acute shortage of major new projects. The main contributor to 

the Group’s turnover and profit was Pembinaan Mitrajaya Sdn Bhd through its civil engineering and building 

construction projects. 

(4) The Group’s turnover declined to RM178.9 million in 1999 mainly due to shortage of new major projects as the 

continued gloomy economic situation hit the construction sector particularly hard. Despite a lower turnover, the 

profit before tax increased by 154%. 

(5) The Group turnover for the year ended 31 December 2000 has increased by 23% and 22% increase in profit 

before tax as compared to the preceding year ended 31 December 1999. The property development at Puchong 

and South Africa brought on higher contribution. 

(6) There is no exceptional items for the six financial years ended 31 December 2000 except for the financial year 

ended 31 December 1998 which are related to corporate exercise expenses and loss on repurchase of bonds. 

(7) There is no extraordinary items for the six financial years ended 31 December 2000.

INFORMATION ON SAMITRA 


31 

APPENDIX II 

Samitra was incorporated in South Africa as a private limited company on 11 September 1998. 

The principal activity of Samitra is that of property development. 

The current development project of Samitra is the Samrand Golf and Country Estate located on 

several pieces of prime freehold land with a combined area of approximately 238 hectares 

located in the State City of Centurion, South Africa and just 20 minutes drive from the city of 

Johannesburg. The Samrand Golf and Country Estate is strategically located within a thriving 

commercial belt between Johannesburg and Pretoria. 

This prestigious mixed development consist of a residential golf estate with an 18-hole Gary 

Player–designed international competition standard golf course, 700 units of mixed residential 

and bungalow lots, hotel, school, office blocks, clubhouse and associated facilities. The first 9hole 

of the golf course has been playable since June 1999, whereas construction of the second 9hole 

is completed and expected to be playable by April 2001. The Samrand Golf and Country 

Estate was launched in mid-1999 and to-date has raked in sales value of Rand40.0 million. 

Construction of the golf course and infrastructure works is fully managed and undertaken by 

MSA. The remaining infrastructure works are expected to be complete by end of 2001. 


The present authorised share capital of Samitra is Rand1,010 comprising 1,000 ordinary shares of 

Rand1.00 each and 1,000 redeemable preference shares of Rand0.01 each. As at 19 March 2001, 

the issued and paid-up share capital of Samitra is Rand1,000 comprising 1,000 shares of 

Rand1.00 each and 100 redeemable preference shares of Rand0.01 each. 

Date of 

Allotment 

No. of shares 

allotted 

Consideration 

Cumulative Issued 

and Paid-Up Share 

Capital 

11.09.98 1,000 Cash 1,000.00 

18.07.00 100 

(Preference Share) 


Cash 1,001.00 

The substantial shareholders (holding 2% or more of the issued and paid-up capital of Samitra) as 

at 19 March 2001 are as follows:- 

No. of Shares 

Held Direct 

% 

No. of Shares held 

Indirect 

GPIL 600 60.00 – – 

Samrand 400 40.00 – – 

%

4. Particulars of Directors’ Shareholdings 


Shareholdings as at 19 March 2001 


Exercises 


Tan Eng Piow - - - - 

Major Amin Chua bin Abdullah - - - - 

Cheong Kong Peng - - - - 

Lim Heng Loong - - - - 

Dato’ Samsudin bin Abu Hassan - - - - 

(Resigned with effective 15 January 

2001) 

Datin Melleney Venessa Samsudin 

(Resigned with effective 15 January 

2001) 

5. Subsidiary and associated companies as at 19 March 2001:– 

32 

- - - - 

As at 19 March 2001, Samitra does not have any subsidiary or associated companies. 

REST OF PAGE INTENTIONALLY LEFT BLANK


The audited profit and dividend records for Samitra from the date of incorporation to the year 

ended 31 December 1999 and the audited records for the year ended 31 December 2000 are as 

follows: 

Audited for period ended 

31.12.1999 

33 

Audited for the year ended 

31.12.2000 

Turnover (RM’000) 5,300 7,974 

EBIDTA*(RM’000) (126) 2,839 


(RM’000) 


associated companies 

(RM’000) 



(RM’000) 


(RM’000) 


(RM’000) 


taxation (RM’000) 

(132) 2,863 

- - 

(132) 2,863 

- - 

- - 

(132) 2,863 

Taxation (RM’000) - 838 


(RM’000) 


(RM’000) 



(RM’000) 

Weighted average on. 

Of ordinary shares in 

issue (‘000) 

(132) 2,025 

(132) 

- - 

2,025 

1 1 

Net EPS (sen) (13,200) 202,500 

Diluted EPS (sen) - - 

Gross dividend rate 

(%) 

- - 

• Earnings before interest, depreciation, taxation and amortisation 

Conversion rate used for period ended 31.12.1999 is Rand100 : RM 62.92 (This rate is taken from the 

Maybank Forex on 31 December 1999) 

Conversion rate used for year ended 31.12.2000 is Rand100 : RM 49.06 (This rate is taken from 

the Maybank Forex on 31 December 2000)

INFORMATION ON SAMRAND 


46 

APPENDIX III 

Samrand was incorporated in South Africa as a private limited company on 31 January 

1994. The principal activity of Samrand is that of property development and is the 

registered owner of 629.2 hectares of land situated to the west of the Ben Schoeman 

Freeway between Johannesburg and Pretoria in South Africa. The said lands are currently 

under development and when completed will consist of industrial, commercial and 

residential properties. 


The present authorised share capital of Samrand is Rand10 comprising 1,000 ordinary shares of 

Rand0.01 each. As at 19 March 2001, the issued and paid-up share capital of Samrand is 

Rand0.05 comprising 5 ordinary shares of Rand0.01 each. 

Date of 

Allotment 

No. of shares of 

Rand0.01 each 

allotted 

Consideration 

Cumulative Issued 

and Paid-Up Share 

Capital 

31.01.94 5 Cash Rand0.05 


The substantial shareholders (holding 2% or more of the issued and paid-up capital of Samrand) 

as at 19 March 2001 are as follows:- 

No. of Shares 

Held Direct 

% 

No. of Shares 

held Indirect 

Samrand Development Holdings Limited 5 100.00 - - 

4. Particulars of Directors 


Shareholdings as at 19 March 2001. 


Exercises 


Dato’ Samsudin bin Abu Hassan - - 3.56 71.2 

Datin Melleney Venessa Samsudin - - - - 

MN Samad - - - - 

NB Egan - - - - 

RTL Quah - - - - 

%

5. Subsidiary and associated companies 

Subsidiary and associated companies as at 19 March 2001:– 

Name 

Subsidiaries 

Samrand Hotels & 

Resorts (Pty) Ltd 

Samrand Tradeworld 

(Pty) Ltd 

Samrand Vaal 

Resorts (Pty) Ltd 

Associates 

Samrand Mitrajaya 

Development (Pty) 

Ltd 

Date and Place 

of 

Incorporation 

18.12.1995 

(Johannesburg) 

22.06.1995 


29.05.1997 


18.07.1999 


Issued And 

Paid-Up 

Capital 

47 

Effective 

Equity 

Interest held 

% 


Rand 100.00 100 Houses 

Development 

Rand 100.00 100 Dormant 

Rand 1.00 100 Dormant 

Rand 

1,000.00 

REST OF PAGE INTENTIONALLY LEFT BLANK 

40 Golf Estate Property 

Development


The audited profit and dividend records for Samrand for the past five (5) years ended 31 March 

2000 and the unaudited records for the nine (9) months ended 31 December 2000 are as follows: 

Turnover 

(Rand’000) 

EBIDTA* 

(Rand’000) 


(Rand’000) 


associated 

companies 

(Rand’000) 



(Rand’000) 


(Rand’000) 


(Rand’000) 


taxation (Rand’000) 

Taxation 

(Rand’000) 


(Rand’000) 


(Rand’000) 



(Rand’000) 

Weighted average 

on. Of ordinary 

shares in issue 

(Rand cent) 

29.02.1996 

31.12.1996 

Audited 

Financial Year ended 

48 

31.12.1997 

31.03.1999 

31.03.2000 

Unaudited 

nine (9) 

months 

ended 

31.12.2000 

- 12,339 14,877 44,813 28,251 5,883 

- 4,885 5,731 5,444 14,954 6,375 

- 5,814 5,543 4,947 14,745 (5,777) 

- - - - - - 

- 3,681 3,202 13,033 7,043 (5,777) 

- - - - - - 

- - - - - - 

- 3,681 3,202 13,033 7,043 (5,777) 

- 0,108 - - - - 

- 3,573 3,202 13,033 7,043 (5,777) 

- 0,093 (0,089) - - - 

- 

3,480 

3,291 

13,033 

7,043 

(5,777) 

5 5 5 5 5 5 

Net EPS (Rand’000) - 714.6 640.4 2,606.6 1,408.6 (1,155.4) 

Diluted EPS 

(Rand’000) 

- - - - - - 

* Earnings before interest, depreciation, taxation and amortisation

FURTHER INFORMATION 

1. DIRECTORS’ RESPONSIBILITY 

53 

APPENDIX VI 

This Circular has been seen and approved by the Directors of MHB who collectively and 

individually accept full responsibility for the accuracy of the information given and confirm that 

after making all reasonable enquiries and to the best of their knowledge and belief, there are no 

other material facts, the omission of which, would make any statement herein misleading. 

As for information on Samrand, MHB has relied on information provided, and confirmed to be 

true and accurate, by the Board of Samrand. Notwithstanding this, the responsibility of the Board 

of MHB is restricted to accurate reproduction of the relevant information provided by the 

Board/management of Samrand as included in this Circular. 

2. CONSENT 

HMP, Sithole AB & T, Mills Fitchet Real Estate and Henry Butcher, Lim & Long Sdn Bhd have 

given and have not subsequently withdrawn their respective written consent to the inclusion in 

this Circular of their respective names and all references to them in the form and context in 

which they appear. 

3. MATERIAL CONTRACTS 

Save as disclosed below, there are no contracts which are or may be material (not being contracts 

entered into the ordinary course of business) which have been entered into by the MHB group 

within the two (2) years preceding the date of this Circular: 

i) Settlement Agreement dated 1.3.1999 between Landmarks Hotels & Realty Sdn Bhd 

(“Landmarks”), PGK Sdn Bhd (“PGK”), PMJ and Kina-Bijak Sdn Bhd (“KBSB”) and 

the Sale and Purchase Agreement dated 1.3.1999 between PGK and KBSB for the 

settlement of amount due and payable by Landmarks to PMJ for the acquisition by 

KBSB of a piece of land from PGK at a purchase price of approximately RM14.5 

million; 

ii) Joint Venture Agreement dated 12.3.1999 between (“Samitra Joint Venture Agreement”) 

between Samrand Development (Pty) Ltd (“Samrand”) and Golden Paradise 

International Limited (“GPIL”) for the incorporation of a joint-venture company - 

Samrand Mitrajaya Development (Proprietary) Limited (“Samitra”) to develop a 

residential golf estate in Centurion, South Africa. Under the terms of the said agreement, 

Samrand and GPIL shall have 40% and 60% interest respectively in the joint venture; 

iii) Deed of Sale dated 12.3.1999 between Samrand, GPIL and Samitra for the purchase of 

property at the purchase price of Rand 5.0 million; 

iv) Shareholders’ Agreement dated 17.5.1999 between MHB, PrimaHarta Development Sdn 

Bhd (“PrimaHarta”) and five existing shareholders of PrimaHarta namely Nagasari 

Masyhur Sdn Bhd, Perumahan NCK Sdn Bhd, Pong Wah Cheong, Lai Moo Chan and U 

Chin Wei; 

v) A Joint Venture and Shareholders’ Agreement dated 31.7.1999 between Daya Asfalt Sdn 

Bhd and Wiraplex Sdn Bhd for entering into a joint venture through Maha Mayang Sdn 

Bhd to carry on the business of quarry operations.

vi) Facility Agreement dated 21.2.2000 between Pembinan Mitrajaya Sdn Bhd (“PMJ”), as 

issuer, Abrar Discounts Berhad (“ADB”) as arranger, facility agent and underwriter 

wherein ADB has arranged and made available RM35 million underwritten Murabahah 

Notes Issuance Facility for a period of 5 years based on Shariah principles of Al- 

Murabahah (cost plus) and Bai Al-Dayn (debt trading) to PMJ for the purchase by tender 

panel members of certain assets of PMJ for the purpose of immediately thereafter 

reselling the assets to PMJ, and the issue of the Notes at the tendered price, and the 

underwriting of the Notes by ADB; 

vii) Security Agency Agreement dated 21.2.2000 between PMJ as issuer, ADB as security 

agent, and PB Trustee Services Berhad (“PBT”) as trustee for the appointment by PMJ 

and PBT of ADB as security agent for the Notes; 

viii) Issuing and Paying Agency Agreement dated 21.2.2000 between PMJ and ADB for the 

appointment by PMJ of ADB as issuing agent and paying agent for the Notes; 

ix) Corporate Guarantee dated 21.2.2000 issued by MHB in favour of PBT whereby MHB 

has guaranteed to PBT as trustee for the holders of the Notes redemption of the Notes by 

PMJ; 

x) Deed of Assignment of Warrant Proceeds dated 21.2.2000 between MHB, ADB as 

security agent and PBT as trustee, whereby MHB assigned to ADB all moneys payable to 

MHB relating to the exercise of Warrants1 constituted under the Deed Poll as security 

for the redemption of the Notes; 

xi) Memorandum of Charge of sinking fund account dated 21.2.2000 between PMJ, ADB as 

security agent and PBT as trustee, whereby PMJ charged in favour of ADB the sinking 

fund account into which moneys payable to PMJ relating to the exercise of Warrants1 

will be paid as security for the redemption of the Notes; 

xii) Trust Deed dated 21.2.2000 between PMJ, PBT and ADB relating to the issue of the 

Notes by PMJ and the appointment of PBT as trustee for the holders of the Notes; 

xiii) Facility Agreement dated 21.2.2000 between PMJ, as issuer, ADB as facility agent and 

primary subscriber, wherein ADB has agreed to provide a facility to PMJ whereby ADB 

will purchase from PMJ certain agreed assets at a purchase price of RM45,327,260 for 

the purpose of immediately thereafter reselling the assets to PMJ on deferred payment 

basis at the selling price of RM68,750,000 in accordance with Syariah principles of Al- 

Bai Bithaman Ajil, and the issue to and subscription by ADB Al-Bai Bithaman Ajil 

Islamic Debt Securities (“BaIDS”) with nominal amount of RM55 million of primary 

notes and RM13,750,000 of secondary notes; 

xiv) In connection with the issue of the BaIDS, an Asset Purchase Agreement dated 21.2.2000 

between PMJ and ADB, whereby ADB has agreed to purchase from PMJ certain agreed 

assets at a purchase price of RM45,327,260; 

xv) In connection with the issue of the BaIDS, an Asset Sale Agreement dated 21.2.2000 

between PMJ and ADB, whereby ADB has agreed to sell to PMJ certain agreed assets 

purchased by ADB from PMJ at a sale price of RM68,750,000; 

xvi) Subscription Agreement dated 21.2.2000 between PMJ, as issuer, ADB as primary 

subscriber, wherein PMJ has agreed to issue to ADB and ADB has agreed to subscribe 

the BaIDS; 

xvii) Issuing Agency Agreement dated 21.2.2000 between PMJ and ADB for the appointment 

by PMJ of ADB as issuing agent for the BaIDS; 

54

xviii) Central Depository and Paying Agency Agreement dated 21.2.2000 between PMJ, PBT, 

BNM and ADB for the appointment of BNM as central depository and paying agent for 

the BaIDS; 

xix) Security Agency Agreement dated 21.2.2000 between PMJ as issuer, ADB as security 

agent, and PBT as trustee for the appointment by PMJ and PBT of ADB as security agent 

for the BaIDS; 

xx) Corporate Guarantee dated 21.2.2000 issued by MHB in favour of PBT whereby MHB 

has guaranteed to PBT as trustee for the holders of the BaIDS redemption of the BaIDS 

by PMJ; 

xxi) Deed of Assignment of Contract Proceeds dated 21.2.2000 between PMJ, ADB as 

security agent, and PBT as trustee whereby PMJ assigned to ADB all moneys payable to 

PMJ relating to development and construction project (“Putrajaya Project”) in Putrajaya 

by PMJ as security for the redemption of the BaIDS; 

xxii) Deed of Assignment of Contract Proceeds dated 21.2.2000 between PMJ, ADB as 

security agent and PBT as trustee, whereby PMJ assigned to ADB all moneys payable to 

PMJ relating to road development projects (“Construction Project”) by PMJ as security 

for the redemption of the BaIDS; 

xxiii) Memorandum of Charge of Project Account dated 21.2.2000 between PMJ, ADB as 

security agent and PBT as trustee, whereby PMJ charged in favour of ADB the project 

account (“Project Account”) into which moneys payable to PMJ relating to the 

Construction Project and the Putrajaya Project are captured as security for the 

redemption of the BaIDS; 

xxiv) Memorandum of Charge of Sinking Fund Account dated 21.2.2000 between PMJ, ADB 

as security agent and PBT as trustee, whereby PMJ charged in favour of ADB the sinking 

fund account into which moneys from the Project Account are transferred as security for 

the redemption of the BaIDS; 

xxv) Trust Deed dated 21.2.2000 between PMJ, PBT and ADB relating to the issue of BaIDS 

by PMJ and the appointment of PBT as trustee for the holders of BaIDS; 

xxvi) Agreement dated 13.3.2000 between Samrand, GPIL and Samitra supplementing the 

Samitra Joint Venture Agreement under which the parties agreed that Samitra shall 

reclassify the shares issued to GPI and to Samrand as Class A and Class B ordinary par 

value shares respectively and issue 100 redeemable preference shares at one cent each 

at a premium of Rand152,495.49 per share to GPI upon the terms therein contained; 

xxvii) Underwriting Agreement dated 17.11.2000 entered into between MHB, Aseambankers, 

Hwang-DBS Securities Berhad (“Hwang-DBS”) and K&N Kenanga Berhad (“K&N”) 

under which Aseambankers was appointed as managing underwriter for the rights Issue 

and Aseambankers, Hwang-DBS and K&N collectively agreed to underwrite the issue of 

up to 12,356,866 Rights Shares at a commission of 1.5% of the issue price per Rights 

Share underwritten by them; 

xxviii) Deed Poll dated 4.12.2000 executed by MHB which constitutes 11,859,290 Warrants 

2001/2011 each of which will entitle its holders to subscribe to 1 ordinary share of 

RM1.00 each in MHB for a period of 10 years (“Exercise Period”) from the date of issue 

of the Warrants 2001/2011 at a subscription price of RM1.50 for the first 5 years of the 

Exercise Period (“First Period”) and thereafter until the expiry of the Exercise Period at a 

subscription price equal to 120% of the exercise price as at the last market day of the 

First Period; and 

55

xxix) A Supplemental Deed Poll dated 4.12.2000 executed by MHB constituting 16,614,603 

Warrants 1998/2002 which is required to be issued pursuant to the Deed Poll1 in 

conjunction with the Exercises. 

xxx) Comprehensive Agreement entered into between GPIL, MSA, Samitra and Samrand on 

15.01.2001 for GPIL to acquire from Samrand 400 shares of Rand1.00 each representing 

40% of the issued and paid-up share capital of Samitra for a cash consideration of 

Rand30,000,000 or approximately RM15,372,000 and further thereto a Deed of Sale 

entered into between MSA and Samrand on 15.01.2001 for MSA to acquire from 

Samrand two pieces of freehold property known as Portion 251 and Portion 252 (a 

portion of Portion 2) of the farm OLIEVENHOUTBOSCH No. 389, Registration 

Division JR, Province of Gauteng in the State City of Centurion, South Africa for a total 

cash consideration of Rand11,400,000 or approximately RM5,841,360. 

4. MATERIAL LITIGATIONS 

As at the date of this Circular, save as following, neither the Company nor its subsidiaries are 

engaged in any litigation, either as plaintiff or defendant which has a material effect on the 

financial position of the Company or its subsidiaries, and the Directors do not know of any 

proceedings pending or threatened or of any fact likely to give rise to any proceeding which 

might materially and adversely affect the position or business of the Company or its subsidiaries: 

i) A letter of demand dated 25 May 2000 has been issued by Messrs Jeff Leong, Poon & 

Wong on behalf of Pembinaan Mitrajaya Sdn Bhd (“PMJ”) to the Legends Golf and 

Country Resort Berhad (“LGCR”) for the sum of RM1,936,562.36 in respect of 

construction and development of golf course and club house at Johor. A Writ of Summons 

and Statement of Claim dated 12 July 2000 have been received and served to the 

defendant. Due to the non appearance of the defendant, PMJ have proceeded with the 

filling of the Affidavit of Services Certificate of Non Appearance and Judgement in 

Default of Appearance at the Johor Bahru High Court on 21 September 2000. The sealed 

copies of Judgement in Default of Appearance have on 16 January 2001 been served to the 

defendant with instructions to commence winding-up proceedings against the defendant. 

5. MANAGEMENT AGREEMENTS AND SERVICE CONTRACTS 

There are no management agreements entered into by the MHB Group with third parties or 

service contracts entered into by the MHB Group with any of its existing Directors as at the date 

of this Circular. 

6. CONTINGENT LIABILITIES 

Save as disclosed in the last audited accounts for the financial year ended 31 December 2000 of 

the Company and its subsidiaries, the Directors are not aware of any contingent liabilities having 

arisen which, upon becoming enforceable, will have a substantial impact on the profit and 

cashflow or net asset value of the Company and its subsidiaries. 

7. MATERIAL COMMITMENTS FOR CAPITAL EXPENDITURE 

Save as disclosed in the last audited accounts for the financial year ended 31 December 2000 of 

the Company and its subsidiaries, the Directors are not aware of any new capital commitments 

having arisen which, upon becoming enforceable, will have a substantial impact on the profit or 

net assets value of the MHB Group. 

56

8. DOCUMENTS FOR INSPECTION 

Copies of the following documents will be available for inspection during normal office hours 

(except public holidays) at the registered office of MHB from the date of this Circular up to and 

including the date of the EGM: 

(a) Memorandum and Articles of Association of MHB; 

(b) Audited accounts of the MHB Group for the past three (3) financial years ended 31 

December 1999 and the audited accounts for the twelve (12) months ended 31 December 

2000; 

(c) Material contracts referred to in paragraph 3 above; 

(d) Letters of consent referred to in paragraph 2 above; 

(e) Letter of demand in respect of material litigations and matters referred to in paragraph 4 

above; 

(f) Valuation Report by Mills Fitchel Real Estate and Henry Butcher, Lim & Long Sdn Bhd; 

(g) Audited Accounts of Samitra for the year ended 31 December 2000; and 

(h) Memorandum and Articles of Association of Samitra. 

57





NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of Mitrajaya Holdings Berhad will 

be held at Dahlia Suite 1 & 2, 2nd Floor, East Wing, Petaling Jaya Hilton, No. 2 Jalan Barat, 46200 Petaling 

Jaya, Selangor Darul Ehsan on 3 May 2001 at 10.30 a.m. for the purpose of considering and if thought fit, 

passing the following resolutions with or without modifications:- 

ORDINARY RESOLUTION 1 - PROPOSED GPIL ACQUISITION 

“THAT approval be and is hereby given to the Company to acquire from Samrand Development (Pty) 

Limited (“Samrand”), 400 shares of Rand1.00 each representing 40% of the issued and paid-up share capital 

of Samrand Mitrajaya Development (Pty) Ltd (“Samitra”) for a cash consideration of Rand30.0 million or 

approximately RM15,372,000 AND THAT the Directors of the Company be and are hereby authorised to 

give effect to and complete the aforesaid acquisition with full power to assent to any conditions, 

modifications, variations and/or amendments in any manner as may be made or required by the relevant 

authorities as the Directors may deemed fit or expedient in the best interest of the Company and to do all such 

acts and things as they may consider necessary and expedient in order to implement, finalise and give full 

effect to the aforesaid acquisition.” 

ORDINARY RESOLUTION 2 - PROPOSED MSA ACQUISITION 

“THAT subject to the passing of Ordinary Resolution No. 1, approval be and is hereby given to the Company 

to acquire two pieces of freehold property known as Portion 251 and Portion 252 (a portion of portion 2) of the 

farm OLIEVENHOUTBOSCH No. 389, Registration Division. JR, Province of Gauteng in the State City of 

Centurion, South Africa from Samrand for a total cash consideration of Rand11.4 million or approximately 

RM5,841,360.00 AND THAT the Directors of the Company be and are hereby authorised to give effect to 

and complete the aforesaid acquisition with full power to assent to any conditions, modifications, variations 

and/or amendments in any manner as may be made or required by the relevant authorities as the Directors 

may deemed fit or expedient in the best interest of the Company and to do all such acts and things as they 

may consider necessary and expedient in order to implement, finalise and give full effect to the aforesaid 

acquisition.” 

BY ORDER OF THE BOARD 

LIM PHOOI KEE 

LEONG OI WAH 

Company Secretaries 

Petaling Jaya 

17 April 2001 

Notes:- 

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or 

proxies (but not more than two) to attend and vote in his stead. A proxy need not be a member of the 

Company. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies 

the proportions of his holding to be represented by each proxy. The instrument appointing a proxy must 

be deposited at the registered office of the Company at 99, Jalan SS21/37 Damansara Utama, 47400 

Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding 

the meeting or any adjournment thereof. 

2. In the case of a corporation, the Form of Proxy must either be sealed or signed by a duly authorised 

officer or attorney. 

3. In the case of joint holdings, the vote of the first-named Member in the Register will be accepted to the 

exclusion of joint holders. 

58




FORM OF PROXY 

No. of shares held 

I/We ………………………………………………………………………………………………………….. 

(Full Name in Block ) 

of ……………………………………………………………………………………………………………. 

(Address) 

being a member of MITRAJAYA HOLDINGS BERHAD hereby appoint the following person, 

………………………………………………………………………………………………………………. 


of ……………………………………………………………………………………………………………. 

(Address) 

or failing him, ………………………………………………………………………………………………….. 


of ……………………………………………………………………………………………………………. 

(Address) 

or failing him/her, the Chairperson of the meeting as my/our proxy to attend and vote for me/us on my/our behalf 

at the Extraordinary General Meeting of the Company to be held at Dahlia Suite 1 & 2, 2nd Floor, East Wing, 

Petaling Jaya Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on 3 May 2001 at 10.30 

a.m. 

RESOLUTION FOR AGAINST 

ORDINARY 

RESOLUTION 1 

ORDINARY 

RESOLUTION 2 

Dated this……… day of …………..,2001 

Notes:- 

PROPOSED GPIL ACQUISITION 

PROPOSED MSA ACQUISITION 

..................................................................... 

Signature of Member/Common Seal 

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or 

proxies (but not more than two) to attend and vote in his stead. A proxy need not be a member of the 

Company. Where a member appoints two (2) proxies, the appointment shall be invalid unless he specifies 

the proportions of his holding to be represented by each proxy. The instrument appointing a proxy must be 

deposited at the registered office of the Company at 99, Jalan SS21/37 Damansara Utama, 47400 Petaling 

Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time set for holding the meeting or 

any adjournment thereof. 

2. In the case of a corporation, the Form of Proxy must either be sealed or signed by a duly authorised officer 

or attorney. 

3. In the case of joint holdings, the vote of the first-named Member in the Register will be accepted to the 

exclusion of joint holders.

MITRAJAYA HOLDINGS BERHAD - Announcements

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