MITRAJAYA HOLDINGS BERHAD - Announcements

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PART A Directors:- MITRAJAYA HOLDINGS BERHAD Company No. 268257-T (Incorporated in Malaysia) Dato’ Samsudin bin Abu Hassan (Chairman) Tan Sri Dato’ Ir Jamilus bin Md Hussin (Executive Vice-Chairman) Tan Eng Piow (Managing Director) Foo Chek Lee (Executive Director) Roland Kenneth Selvanayagam (Executive Director) General (R) Dato’ Ismail bin Hassan (Independent Non–Executive Director) Low Mun Wai (Independent Non–Executive Director) To: The Shareholders of Mitrajaya Holdings Berhad Dear Sir/Madam THE PROPOSED ACQUISITIONS 1. INTRODUCTION 1 Registered Office:- 99, Jalan SS21/37 Damansara Utama 47400 Petaling Jaya Selangor Darul Ehsan 17 April 2001 1.1 On 19 January 2001, the Board of MHB announced the following:- i) GPIL, a wholly-owned subsidiary of MHB, had on 15 January 2001 entered into a Comprehensive Agreement with Samrand, MSA and Samitra to acquire from Samrand, 400 shares of Rand1.00 each representing 40% of the issued and paid-up share capital of Samitra for a cash consideration of Rand30,000,000 or approximately RM15,372,000. GPIL currently owns 60% equity interest in Samitra (“Proposed GPIL Acquisition”); and ii) MSA, a wholly-owned subsidiary of MHB, had entered into the abovementioned Comprehensive Agreement and further thereto, MSA had on 15 January 2001 entered into a Deed of Sale with Samrand to acquire from Samrand two pieces of vacant freehold farmland property known as Portion 251 and Portion 252 (a portion of Portion 2) of the farm OLIEVENHOUTBOSCH No. 389, Registration Division JR, Province of Gauteng in the State City of Centurion, South Africa for a total cash consideration of Rand11,400,000 or approximately RM5,841,360 (“Proposed MSA Acquisition”). Portion 2 of the farm OLIEVENHOUTBOSCH No. 389 is a master title for a total land area of 707.56 hectares. Portion 251 and Portion 252 has been subdivided out from this master title of Portion 2 and it is commonly described as “a portion of Portion 2”.
1.2 In view of the interest of Dato’ Samsudin bin Abu Hassan as mentioned in Section 7 below, the Proposed Acquisitions are considered a related party transaction falling within the ambit of Chapter 20 of the Securities Commission’s Policies and Guidelines on Issue/Offer of Securities and Section 118 of the KLSE Listing Requirements. Accordingly, HMP has been appointed by the Independent Directors as the independent adviser to the Independent Directors and minority shareholders of MHB on the Proposed Acquisitions and an independent valuer has been appointed to provide an independent valuation on the development property of Samitra and the freehold property to be acquired from Samrand. 1.3 The purpose of this Circular is to provide you with the details, rationale and financial effects of the Proposed Acquisitions and to seek your approval for the ordinary resolutions pertaining to the Proposed Acquisitions to be tabled at the forthcoming EGM to be convened at Dahlia Suite 1 & 2, 2nd Floor, East Wing, Petaling Jaya Hilton, No. 2, Jalan Barat, 46200 Petaling Jaya, Selangor Darul Ehsan on 3 May 2001 at 10.30 am or any adjournment thereof. SHAREHOLDERS OF MHB ARE ADVISED TO READ THE CONTENTS OF BOTH PART A AND PART B OF THIS CIRCULAR CAREFULLY BEFORE VOTING ON THE ORDINARY RESOLUTIONS PERTAINING TO THE PROPOSED ACQUISITIONS 2. DETAILS OF THE PROPOSED ACQUISITIONS 2.1 Proposed Purchase by GPIL of balance of 40% equity interest in Samitra from Samrand ("Proposed GPIL Acquisition") On 15 January 2001, GPIL entered into a Comprehensive Agreement to acquire from Samrand, 400 shares of Rand1.00 each representing 40% of the issued and paid-up share capital of Samitra for a cash consideration of Rand30,000,000 or approximately RM15,372,000. The balance 600 shares of Rand1.00 each representing 60% of the issued and paid-up share capital of Samitra is currently held by GPIL. Following completion of this Proposed GPIL Acquisition, Samitra will become a wholly–owned subsidiary of GPIL. The Proposed GPIL Acquisition is not conditional on the Proposed MSA Acquisition. 2.1.1 Information on Samitra Samitra was incorporated in South Africa as a private limited company on 11 September 1998. Its present authorised share capital is Rand1,010 comprising of 1,000 ordinary shares of Rand1.00 each of which 1,000 shares have been issued and fully paid and 1,000 redeemable preference shares of Rand0.01each of which 100 redeemable preference shares have been issued and fully paid. The principal activity of Samitra is that of property development. The current development project of Samitra is the Samrand Golf and Country Estate located on several pieces of prime freehold land with a combined area of approximately 238 hectares located in the State City of Centurion, South Africa and just 20 minutes drive from the city of Johannesburg. The Samrand Golf and Country Estate is strategically located within a thriving commercial belt between Johannesburg and Pretoria. 2
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3: CONTENTS PART A CIRCULAR TO THE SHA
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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MITRAJAYA HOLDINGS BERHAD - Announcements

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