MITRAJAYA HOLDINGS BERHAD - Announcements

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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 NOTICE OF EXTRAORDINARY GENERAL MEETING FORM OF PROXY 12 58 ENCLOSED
Page 1: THIS CIRCULAR IS IMPORTANT AND REQU
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 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
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