MITRAJAYA HOLDINGS BERHAD - Announcements

Independent Advice Letter to the Shareholders
of Mitrajaya Holdings Berhad
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.
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