MITRAJAYA HOLDINGS BERHAD - Announcements

Independent Advice Letter to the Shareholders
of Mitrajaya Holdings Berhad
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.
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