MITRAJAYA HOLDINGS BERHAD - Announcements

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FURTHER INFORMATION 1. DIRECTORS’ RESPONSIBILITY 53 APPENDIX VI This Circular has been seen and approved by the Directors of MHB who collectively and individually accept full responsibility for the accuracy of the information given and confirm that after making all reasonable enquiries and to the best of their knowledge and belief, there are no other material facts, the omission of which, would make any statement herein misleading. As for information on Samrand, MHB has relied on information provided, and confirmed to be true and accurate, by the Board of Samrand. Notwithstanding this, the responsibility of the Board of MHB is restricted to accurate reproduction of the relevant information provided by the Board/management of Samrand as included in this Circular. 2. CONSENT HMP, Sithole AB & T, Mills Fitchet Real Estate and Henry Butcher, Lim & Long Sdn Bhd have given and have not subsequently withdrawn their respective written consent to the inclusion in this Circular of their respective names and all references to them in the form and context in which they appear. 3. MATERIAL CONTRACTS Save as disclosed below, there are no contracts which are or may be material (not being contracts entered into the ordinary course of business) which have been entered into by the MHB group within the two (2) years preceding the date of this Circular: i) Settlement Agreement dated 1.3.1999 between Landmarks Hotels & Realty Sdn Bhd (“Landmarks”), PGK Sdn Bhd (“PGK”), PMJ and Kina-Bijak Sdn Bhd (“KBSB”) and the Sale and Purchase Agreement dated 1.3.1999 between PGK and KBSB for the settlement of amount due and payable by Landmarks to PMJ for the acquisition by KBSB of a piece of land from PGK at a purchase price of approximately RM14.5 million; ii) Joint Venture Agreement dated 12.3.1999 between (“Samitra Joint Venture Agreement”) between Samrand Development (Pty) Ltd (“Samrand”) and Golden Paradise International Limited (“GPIL”) for the incorporation of a joint-venture company - Samrand Mitrajaya Development (Proprietary) Limited (“Samitra”) to develop a residential golf estate in Centurion, South Africa. Under the terms of the said agreement, Samrand and GPIL shall have 40% and 60% interest respectively in the joint venture; iii) Deed of Sale dated 12.3.1999 between Samrand, GPIL and Samitra for the purchase of property at the purchase price of Rand 5.0 million; iv) Shareholders’ Agreement dated 17.5.1999 between MHB, PrimaHarta Development Sdn Bhd (“PrimaHarta”) and five existing shareholders of PrimaHarta namely Nagasari Masyhur Sdn Bhd, Perumahan NCK Sdn Bhd, Pong Wah Cheong, Lai Moo Chan and U Chin Wei; v) A Joint Venture and Shareholders’ Agreement dated 31.7.1999 between Daya Asfalt Sdn Bhd and Wiraplex Sdn Bhd for entering into a joint venture through Maha Mayang Sdn Bhd to carry on the business of quarry operations.
vi) Facility Agreement dated 21.2.2000 between Pembinan Mitrajaya Sdn Bhd (“PMJ”), as issuer, Abrar Discounts Berhad (“ADB”) as arranger, facility agent and underwriter wherein ADB has arranged and made available RM35 million underwritten Murabahah Notes Issuance Facility for a period of 5 years based on Shariah principles of Al- Murabahah (cost plus) and Bai Al-Dayn (debt trading) to PMJ for the purchase by tender panel members of certain assets of PMJ for the purpose of immediately thereafter reselling the assets to PMJ, and the issue of the Notes at the tendered price, and the underwriting of the Notes by ADB; vii) Security Agency Agreement dated 21.2.2000 between PMJ as issuer, ADB as security agent, and PB Trustee Services Berhad (“PBT”) as trustee for the appointment by PMJ and PBT of ADB as security agent for the Notes; viii) Issuing and Paying Agency Agreement dated 21.2.2000 between PMJ and ADB for the appointment by PMJ of ADB as issuing agent and paying agent for the Notes; ix) Corporate Guarantee dated 21.2.2000 issued by MHB in favour of PBT whereby MHB has guaranteed to PBT as trustee for the holders of the Notes redemption of the Notes by PMJ; x) Deed of Assignment of Warrant Proceeds dated 21.2.2000 between MHB, ADB as security agent and PBT as trustee, whereby MHB assigned to ADB all moneys payable to MHB relating to the exercise of Warrants1 constituted under the Deed Poll as security for the redemption of the Notes; xi) Memorandum of Charge of sinking fund account dated 21.2.2000 between PMJ, ADB as security agent and PBT as trustee, whereby PMJ charged in favour of ADB the sinking fund account into which moneys payable to PMJ relating to the exercise of Warrants1 will be paid as security for the redemption of the Notes; xii) Trust Deed dated 21.2.2000 between PMJ, PBT and ADB relating to the issue of the Notes by PMJ and the appointment of PBT as trustee for the holders of the Notes; xiii) Facility Agreement dated 21.2.2000 between PMJ, as issuer, ADB as facility agent and primary subscriber, wherein ADB has agreed to provide a facility to PMJ whereby ADB will purchase from PMJ certain agreed assets at a purchase price of RM45,327,260 for the purpose of immediately thereafter reselling the assets to PMJ on deferred payment basis at the selling price of RM68,750,000 in accordance with Syariah principles of Al- Bai Bithaman Ajil, and the issue to and subscription by ADB Al-Bai Bithaman Ajil Islamic Debt Securities (“BaIDS”) with nominal amount of RM55 million of primary notes and RM13,750,000 of secondary notes; xiv) In connection with the issue of the BaIDS, an Asset Purchase Agreement dated 21.2.2000 between PMJ and ADB, whereby ADB has agreed to purchase from PMJ certain agreed assets at a purchase price of RM45,327,260; xv) In connection with the issue of the BaIDS, an Asset Sale Agreement dated 21.2.2000 between PMJ and ADB, whereby ADB has agreed to sell to PMJ certain agreed assets purchased by ADB from PMJ at a sale price of RM68,750,000; xvi) Subscription Agreement dated 21.2.2000 between PMJ, as issuer, ADB as primary subscriber, wherein PMJ has agreed to issue to ADB and ADB has agreed to subscribe the BaIDS; xvii) Issuing Agency Agreement dated 21.2.2000 between PMJ and ADB for the appointment by PMJ of ADB as issuing agent for the BaIDS; 54
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 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 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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