MITRAJAYA HOLDINGS BERHAD - Announcements

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Independent Advice Letter to the Shareholders of Mitrajaya Holdings Berhad 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
Independent Advice Letter to the Shareholders of Mitrajaya Holdings Berhad 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.
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 and 16: PART B To: The Shareholders of Mitr
Page 17 and 18: Independent Advice Letter to the Sh
Page 19 and 20: Independent Advice Letter to the Sh
Page 21: 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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