MITRAJAYA HOLDINGS BERHAD - Announcements

2.1.3 Terms of the Proposed GPIL Acquisition
A sum of Rand1,000,000 has been paid by GPIL to Samrand upon execution of the
Memorandum of Agreement. GPIL has paid Samrand another Rand1,800,000 on 31
January 2001.
Samrand is indebted to Samitra for the amount of Rand4,400,000 and as partial
discharge of the purchase consideration, GPIL has paid Samrand’s debt of
Rand4,400,000 directly to Samitra, on behalf of Samrand, on the date of the
execution of the Comprehensive Agreement. The payment of this debt will then be
set-off against the balance purchase price.
The balance of Rand22,800,000 will be paid on completion, i.e. 30 April 2001 or at a
later date as mutually agreed.
There will be no liabilities to be assumed by GPIL or MHB other than the payment
of the purchase consideration.
2.1.4 Rationale for the Proposed GPIL Acquisition
The Proposed GPIL Acquisition will increase MHB’s effective interest in Samitra
from 60% to 100%. The Directors are of the opinion that the increase in the effective
interest in Samitra will be beneficial to the Group for the following reasons:–
(i) The Proposed GPIL Acquisition will enable MHB to procure full control of
Samitra on the implementation of the development plans of the residential golf
estate.
(ii) The consolidation of interest in Samitra through the Proposed GPIL
Acquisition will also accord the MHB Group with higher accretion of
earnings.
(iii) In addition to the enhancement of earnings and the profits being retained
within the MHB Group, the cash resources from the Samitra project can
also be utilised to fund other operations of the MHB Group in South Africa.
(iv) Currently, the Samitra project is financed by the MHB Group through inter–
company loans. It is therefore financially meaningful for MHB to acquire a
higher stake in order to enjoy a larger share of the profits of the project.
2.2 Proposed Purchase by MSA of two pieces of freehold property from Samrand
("Proposed MSA Acquisition")
On 15 January 2001, MSA entered into a Comprehensive Agreement together with a
Deed of Sale with Samrand to acquire two pieces of freehold 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 ("the freehold property") for a total
purchase consideration of Rand11,400,000 or approximately RM5,841,360 to be
satisfied by cash payment. The freehold property covers approximately 62.49
hectares farmland adjoining the western boundary of the prestigious Samrand Golf
and Country Estate development. The freehold property will be acquired free from
charges and encumbrances on a "as is where is" basis and with vacant possession.
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”.
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