LEONG HUP HOLDINGS BERHAD - Announcements

(e)
A conditional Sale and Purchase Agreement for the proposed disposal by Budiman to Bukit
Gambir of 119.82 acres of freehold land as comprised in the Budiman Land (“119.82-Acre
Land”), for a total consideration of RM22,965,180.48 to be satisfied by the Bukit Gambir
Loan 2 and by the issuance of new Shares worth RM12,965,180.48 (“Consideration
Shares”) by the proposed new holding company of Bukit Gambir (“Newco”) which is in
the course of preparing an application to the Securities Commission (“SC”) for listing on
the Kuala Lumpur Stock Exchange (“KLSE”) (“Proposed Disposal of 119.82-Acre
. The Consideration Shares are to be issued by Newco to Budiman at the initial
public offering price.
On 11 April 2001, the Board had further announced that LHHB had, on 11 April 2001, entered into
a conditional Sale and Purchase Agreement for the proposed acquisition by LHHB from Amalan of
an additional 20% equity interest in Budiman comprising 1,300,000 Shares for a total consideration
of RM3,926,000 to be satisfied by way of set-off against the amount owing by Amalan to LHM
(“Second Proposed Acquisition of Budiman Shares”). The consideration is therefore an amount
owing from LHHB to LHM, and will be set off against the amount owing from LHM to LHHB.
Together with the First Proposed Acquisition of Budiman Shares, the Second Proposed Acquisition
of Budiman Shares will increase LHHB’s equity interest in Budiman to 90.1% comprising
5,856,500 Shares.
The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise Shares,
Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land, Second
Proposed Acquisition of Budiman Shares and Proposed Disposal of 119.82-Acre Land shall
hereinafter be collectively referred to as the “Proposals”.
The purpose of this Circular is to provide you with the details of the Proposals and to seek your
approval for the resolutions pertaining to the Proposals to be tabled at the EGM to be convened on
27 June 2001, the notice of which is set out in this Circular. The information contained in the
Appendices forms part of this Circular.
SHAREHOLDERS OF LHHB ARE ADVISED TO READ AND CONSIDER CAREFULLY
THE INDEPENDENT ADVISER’S LETTER CONTAINED IN PART B OF THIS
CIRCULAR BEFORE VOTING ON THE RESOLUTIONS TO GIVE EFFECT TO THE
PROPOSALS AT THE FORTHCOMING EGM.
2. INFORMATION ON BUDIMAN, ATLASPRISE AND BUDIMAN LAND
2.1 Budiman
Budiman was incorporated in Malaysia under the Companies Act, 1965 on 26 July 1994 as
a private limited company. The current principal activity of Budiman is oil palm
plantation, whilst its proposed future principal activity is property development. The
principal asset of Budiman is the Budiman Land. Budiman does not have any subsidiary or
associate company.
The present authorised share capital of Budiman is RM10,000,000 comprising 10,000,000
Shares, of which 6,500,000 Shares have been issued and are fully paid-up.
3