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LEONG HUP HOLDINGS BERHAD - Announcements

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elation to the 119.82-Acre Land as fully and effectually in all respects as<br />

Budiman itself could do.<br />

(e)<br />

Mode of Satisfaction of Disposal Consideration<br />

The disposal consideration shall be satisfied by Bukit Gambir in the<br />

following manner:-<br />

(i)<br />

(ii)<br />

The Bukit Gambir Loan 2 within three (3) months from the date<br />

on which the Sale and Purchase Agreement in respect of the<br />

Proposed Disposal of 119.82-Acre Land becomes unconditional;<br />

and<br />

The balance of RM12,965,180.48 by the issuance of new Shares<br />

by Newco at the initial public offering price (“Consideration<br />

Shares”). The initial public offering price and the basis therefor<br />

and hence the number of Consideration Shares, will be<br />

determined after Newco has obtained the SC’s approval for its<br />

proposed listing on the KLSE. Budiman undertakes to sell 40%<br />

of the Consideration Shares to Bumiputra parties approved by the<br />

Ministry of International Trade & Industry.<br />

Newco expects to submit its application to the SC by July 2001.<br />

In the event that the proposed listing of Newco does not take<br />

place, the Proposed Disposal of 119.82-Acre Land will be<br />

aborted.<br />

(f)<br />

Rights Attaching to Consideration Shares<br />

The Consideration Shares shall rank pari passu in all respects with the<br />

other Shares of Newco and shall be similarly listed and quoted on the<br />

KLSE.<br />

3.6.3 Basis of Determining the Disposal Consideration<br />

The basis of determining the disposal consideration is set out in Section 3.3.3<br />

above.<br />

3.7 Inter-Conditionality<br />

The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise<br />

Shares, Proposed Disposal of 73.845-Acre Land and Proposed Disposal of 132.395-Acre<br />

Land are inter-conditional with one another.<br />

The Second Proposed Acquisition of Budiman Shares is not inter-conditional with any of<br />

the other Proposals.<br />

The Proposed Disposal of 119.82-Acre Land is not inter-conditional with any of the other<br />

Proposals.<br />

43

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