MITRAJAYA HOLDINGS BERHAD - Announcements

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.
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