LEONG HUP HOLDINGS BERHAD - Announcements

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Registered Address: 22nd Floor, Bangunan Arab-Malaysian, Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia. Postal Address: P. O. Box 10233, 50708 Kuala Lumpur, Malaysia. Tel: 03-2382633, 2382644, 2382655 Fax: 03-2382842 Telex: MA 31167 & 31169 ABMAL Arab-Malaysian Banking Group Website: http://ambg.com.my • http://www.mol-usa.com/ambg/ambg.html 12 June 2001 To: The Shareholders of Leong Hup Holdings Berhad Dear Sir/Madam, I. PROPOSED ACQUISITION BY LEONG HUP HOLDINGS BERHAD (“LHHB”) OF AN ADDITIONAL 20% EQUITY INTEREST IN PANGKAL BUDIMAN SDN. BHD. (“BUDIMAN”) COMPRISING 1,300,000 ORDINARY SHARES OF RM1.00 EACH FROM BUKIT GAMBIR COMPANY SDN. BHD. (“BUKIT GAMBIR”), JAYAPLUS BAKTI SDN. BHD. (“JAYAPLUS”) AND PATHALON INDUSTRIES SDN. BHD. FOR A CASH CONSIDERATION OF RM3,926,000 II. III. IV. PROPOSED DISPOSAL BY LHHB OF 31% EQUITY INTEREST IN ATLASPRISE SDN. BHD. COMPRISING 465,000 ORDINARY SHARES OF RM1.00 EACH TO BUKIT GAMBIR FOR A CASH CONSIDERATION OF RM465,000 PROPOSED DISPOSAL BY BUDIMAN OF 73.845 ACRES OF FREEHOLD LAND IN MUKIM OF PULAI, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR TO JAYAPLUS FOR A CONSIDERATION OF RM14,153,428.08 TO BE SATISFIED BY THE SETTING OFF OF ALL THE SHAREHOLDERS’ ADVANCES GRANTED BY JAYAPLUS TO BUDIMAN AND THE BALANCE IN CASH PROPOSED DISPOSAL BY BUDIMAN OF 132.395 ACRES OF FREEHOLD LAND IN MUKIM OF PULAI, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR TO BUKIT GAMBIR FOR A CONSIDERATION OF RM25,375,355.28 TO BE SATISFIED BY THE SETTING OFF OF ALL THE SHAREHOLDERS’ ADVANCES GRANTED BY BUKIT GAMBIR TO BUDIMAN AND THE BALANCE IN CASH V. PROPOSED ACQUISITION BY LHHB OF AN ADDITIONAL 20% EQUITY INTEREST IN BUDIMAN COMPRISING 1,300,000 ORDINARY SHARES OF RM1.00 EACH FROM AMALAN TEPAT SDN. BHD. (“AMALAN”) FOR A CONSIDERATION OF RM3,926,000 TO BE SATISFIED BY WAY OF SET-OFF AGAINST THE AMOUNT OWING BY AMALAN TO LEONG HUP MANAGEMENT SDN. BHD. Branch Offices : JOHOR BAHRU: Tel: 07-3348766 Fax: 07-3348799 • KOTA KINABALU: Tel: 088-221728 Fax: 088-221050 • KUCHING: Tel: 082- 244791 Fax: 082-414944 • PULAU PINANG: Tel: 04-2261818 Fax: 04-2297634 • 26
VI. PROPOSED DISPOSAL BY BUDIMAN OF 119.82 ACRES OF FREEHOLD LAND IN MUKIM OF PULAI, DISTRICT OF JOHOR BAHRU, STATE OF JOHOR TO BUKIT GAMBIR FOR A CONSIDERATION OF RM22,965,180.48 TO BE SATISFIED BY RM10 MILLION CASH AND BY THE ISSUANCE OF NEW ORDINARY SHARES OF RM1.00 EACH WORTH RM12,965,180.48 AT THE INITIAL PUBLIC OFFERING PRICE BY THE PROPOSED NEW HOLDING COMPANY OF BUKIT GAMBIR WHICH IS IN THE COURSE OF PREPARING AN APPLICATION TO THE SECURITIES COMMISSION FOR LISTING ON THE KUALA LUMPUR STOCK EXCHANGE 1. INTRODUCTION On 19 March 2001, your Board had made an announcement to the KLSE that LHHB and its subsidiary Budiman had on 19 March 2001 entered into the following agreements respectively:- (a) A conditional Sale and Purchase Agreement for the proposed acquisition by LHHB from Bukit Gambir, Jayaplus and Pathalon (collectively “Vendors”) of an additional 20% equity interest in Budiman comprising 1,300,000 ordinary shares of RM1.00 each (“Shares”) for a total cash consideration of RM3,926,000 (“First Proposed Acquisition of Budiman Shares”). LHHB currently has a 50.1% equity interest in Budiman comprising 3,256,500 Shares. The First Proposed Acquisition of Budiman Shares will increase LHHB’s equity interest in Budiman to 70.1% comprising 4,556,500 Shares; (b) A conditional Sale and Purchase Agreement for the proposed disposal by LHHB to Bukit Gambir of 31% equity interest in Atlasprise comprising 465,000 Shares for a total cash consideration of RM465,000 (“Proposed Disposal of Atlasprise Shares”). LHHB currently has a 55.0% equity interest in Atlasprise comprising 825,000 Shares. The Proposed Disposal of Atlasprise Shares will reduce LHHB’s equity interest in Atlasprise to 24.0% comprising 360,000 Shares. Atlasprise will therefore cease to be a subsidiary of LHHB upon completion of the Proposed Disposal of Atlasprise Shares, and will instead become an associate company of LHHB. Bukit Gambir currently has a 20.0% equity interest in Atlasprise comprising 300,000 Shares. Upon completion of the Proposed Disposal of Atlasprise Shares, Bukit Gambir will have a 51.0% equity interest in Atlasprise comprising 765,000 Shares. Atlasprise will therefore become a subsidiary of Bukit Gambir. (c) (d) A conditional Sale and Purchase Agreement for the proposed disposal by Budiman to Jayaplus of 73.845 acres of freehold land (“73.845-Acre Land”) as comprised in the two (2) pieces of land held under H.S.(D) 235359, P.T.D. 71014 and H.S.(D) 235361, P.T.D. 71016 in Mukim of Pulai, District of Johor Bahru, State of Johor (collectively “Budiman Land”), for a total consideration of RM14,153,428.08 to be satisfied by the setting off of all the shareholder’s advances granted by Jayaplus to Budiman as at the completion date of the Sale and Purchase Agreement, the Jayaplus Loan and the balance in cash (“Proposed Disposal of 73.845-Acre Land”); A conditional Sale and Purchase Agreement for the proposed disposal by Budiman to Bukit Gambir of 132.395 acres of freehold land as comprised in the Budiman Land (“132.395- Acre Land”), for a total consideration of RM25,375,355.28 to be satisfied by the setting off of all the shareholder’s advances granted by Bukit Gambir to Budiman as at the completion date of the Sale and Purchase Agreement, the Bukit Gambir Loan 1 and the balance in cash (“Proposed Disposal of 132.395-Acre Land”); and 27
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: Bukit Gambir − Bukit Gambir Compa
Page 5 and 6: TABLE OF CONTENTS Page PART A - DIR
Page 7 and 8: APPENDICES 1. INFORMATION ON LHHB..
Page 9 and 10: LEONG HUP HOLDINGS BERHAD (Company
Page 11 and 12: (e) A conditional Sale and Purchase
Page 13 and 14: (b) Two (2) pieces of freehold land
Page 15 and 16: 3. INFORMATION ON BUKIT GAMBIR, JAY
Page 17 and 18: 3.4 Amalan Amalan was incorporated
Page 19 and 20: (b) Bukit Gambir to Discharge LHHB
Page 21 and 22: 4.4 Salient Terms of the Proposed D
Page 23 and 24: 4.6 Salient Terms of the Proposed D
Page 25 and 26: (d) (e) (f) (g) (h) (i) Mr. Lau Bon
Page 27 and 28: 73.845-Acre 132.395-Acre 119.82-Acr
Page 29 and 30: 8.4 NTA and Gearing Based on the au
Page 31 and 32: 9.3 Proposed Disposal of 119.82-Acr
Page 33: PART B INDEPENDENT ADVICE LETTER TO
Page 37 and 38: (g) (h) (i) Mr. Lau Hai Nguan is a
Page 39 and 40: The shareholders and directors of B
Page 41 and 42: (b) Two (2) pieces of freehold land
Page 43 and 44: (b) Bukit Gambir to Discharge LHHB
Page 45 and 46: (b) Budiman’s Undertakings Budima
Page 47 and 48: 3.4 Proposed Disposal of 132.395-Ac
Page 49 and 50: (c) Mode of Satisfaction of Purchas
Page 51 and 52: elation to the 119.82-Acre Land as
Page 53 and 54: 5.2 Utilisation of Proceeds Utilisa
Page 55 and 56: (ii) (iii) The fixing of the redemp
Page 57 and 58: 8.2 Basis of Determining the Consid
Page 59 and 60: (b) (c) LHM will set off the Set-Of

LEONG HUP HOLDINGS BERHAD - Announcements

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