MITRAJAYA HOLDINGS BERHAD - Announcements

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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
Independent Advice Letter to the Shareholders of Mitrajaya Holdings Berhad 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.
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: CONTENTS PART A CIRCULAR TO THE SHA
Page 5 and 6: 1.2 In view of the interest of Dato
Page 7 and 8: 2.1.3 Terms of the Proposed GPIL Ac
Page 9 and 10: in the name of MSA to be registered
Page 11 and 12: 4. INDUSTRY OVERVIEW AND FUTURE PRO
Page 13 and 14: 5.5 Gearing As the Proposed Acquisi
Page 15: PART B To: The Shareholders of Mitr
Page 19 and 20: Independent Advice Letter to the Sh
Page 25 and 26: INFORMATION ON MHB 1. History and B
Page 27 and 28: Date of Allotment No. of Ordinary S
Page 29 and 30: Date of Allotment No. of Ordinary S
Page 31 and 32: Name Date and Place of Incorporatio
Page 33 and 34: Minority interests (RM’000) Profi
Page 35 and 36: 4. Particulars of Directors’ Shar
Page 49 and 50: INFORMATION ON SAMRAND 1. History a
Page 51: 6. Profit and Dividend Record The a
Page 57 and 58: vi) Facility Agreement dated 21.2.2
Page 59 and 60: xxix) A Supplemental Deed Poll date
Page 61 and 62: MITRAJAYA HOLDINGS BERHAD Company N

MITRAJAYA HOLDINGS BERHAD - Announcements

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