LEONG HUP HOLDINGS BERHAD - Announcements

(ii)
The Bukit Gambir Loan 1; and
(iii)
The balance in cash.
4.5 Salient Terms of the Second Proposed Acquisition of Budiman Shares
(a)
Shares Acquired Free from Encumbrances
The 1,300,000 Shares in Budiman to be acquired by LHHB pursuant to the Second
Proposed Acquisition of Budiman Shares will be acquired free from all claims,
charges, liens, pledges or any other encumbrances and with all rights and
advantages attaching thereto or accruing thereon as at and from the date of the Sale
and Purchase Agreement, including all rights to dividends and other distributions
declared, made and paid thereafter.
(b)
LHHB to Settle Amalan’s Advances to Budiman
As at 15 May 2001, Amalan’s advances to Budiman amounted to RM7.709
million (“Amalan’s Advances”). LHHB will settle Amalan’s Advances.
(c)
Mode of Satisfaction of Purchase Consideration and Amalan’s Advances
Both the purchase consideration for the Second Proposed Acquisition of Budiman
Shares of RM3,926,000 (“Purchase Consideration”) and the settlement of
Amalan’s Advances shall be satisfied by LHHB by way of set-off against the
amount owing by Amalan to LHM. The sum of the Purchase Consideration and
Amalan’s Advances shall hereinafter be referred to as the .
Amalan and LHM are controlled by common shareholders, being the Lau brothers,
as set out in Sections 3.4, 3.5 and 4.8. The Second Proposed Acquisition of
Budiman Shares is expected to be completed by the third quarter of the year 2001.
To facilitate the settlement of the Purchase Consideration and Amalan’s Advances
in the above-mentioned manner, Amalan, LHHB and LHM have executed a Set
Off Document on 11 April 2001, wherein it is agreed that on the completion date
of the Second Proposed Acquisition of Budiman Shares, the parties will set off the
following sums representing the Set-Off Amount:-
(i)
(ii)
(iii)
LHHB will set off the Set-Off Amount against LHM and the outstanding
loans from LHHB to LHM shall be correspondingly reduced by the Set-
Off Amount. As at 31 March 2001, the outstanding loans from LHHB to
LHM amounted to RM79.266 million. The balance after setting off the
Set-Off Amount on completion and taking into account real property gains
tax payable by Amalan, is expected to be approximately RM67.916
million;
LHM will set off the Set-Off Amount against Amalan and the outstanding
loans from LHM to Amalan shall be correspondingly reduced by the Set-
Off Amount. As at 15 May 2001, the outstanding loans from LHM to
Amalan amounted to RM21.707 million. The balance after setting off the
Set-Off Amount on completion and taking into account real property gains
tax payable by Amalan, is expected to be approximately RM10.357
million; and
Thereafter, the Purchase Consideration and Amalan’s Advances shall be
deemed to have been paid and fully settled by LHHB to Amalan.
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