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Jaya Tiasa Holdings Berhad ("JTH" Or The "Company") · Proposed acquisitions of Two (2) Parcels of Plantation Land Through The Acquisitions Of The Entire Equity Interest In Eastern Eden Sdn Bhd And Poh Zhen Sdn Bhd ("Proposed Acquisition")

BackMar 06, 2004

General Announcement
Reference No JT-040603-1CCB5

Company Name	:	JAYA TIASA HOLDINGS BHD
Stock Name	:	JTIASA
Date Announced	:	03/06/2004


Type	:	Announcement
Subject	:	JAYA TIASA HOLDINGS BERHAD ("JTH" or the "Company") ? PROPOSED ACQUISITIONS OF TWO (2) PARCELS OF PLANTATION LAND THROUGH THE ACQUISITIONS OF THE ENTIRE EQUITY INTEREST IN EASTERN EDEN SDN BHD AND POH ZHEN SDN BHD ("PROPOSED ACQUISITION")

Contents :

1. INTRODUCTION

The Board of Directors of JTH wishes to announce that JTH had on 31st May 2004 entered into Sale and Purchase Agreements ("SPA") to acquire two (2) parcels of plantation land through the acquisitions of the following:-

1.1 the entire equity interest in Eastern Eden Sdn Bhd (Company No.449984-P) ("Eastern Eden") comprising 25,000 fully paid-up ordinary shares of RM1.00 each for a total cash consideration of RM33,140,624 only.

1.2 the entire equity interest in Poh Zhen Sdn Bhd (Company No.197959-P) ("Poh Zhen") comprising 15,000 fully paid-up ordinary shares of RM1.00 each for a total cash consideration of RM16,574,841 only.

2. INFORMATION ON EASTERN EDEN AND POH ZHEN

2.1 Eastern Eden
- A company incorporated under the Companies Act, 1965 in Malaysia.
- Authorised capital: RM100,000 of RM1.00 each.
- Issued and fully paid-up capital: 25,000 shares.
- Date of incorporation: 14 October 1997.
- Registered office: Lot 459, Sublot 62, Lorong Ang Cheng Ho No.9, 93100 Kuching, Sarawak.
- Shareholders: Mohamad Arip Bin Mahmud (70%) and Mohammad Ali Mahmud (30%).
- Directors: Mohamad Arip Bin Mahmud and Mohammad Ali Mahmud.

2.2 Poh Zhen
- A company incorporated under the Companies Act, 1965 in Malaysia.
- authorised capital: RM25,000 of RM1.00 each.
- Issued and fully paid-up capital: 15,000 shares.
- Date of incorporation: 18 May 1990.
- Registered office: 2nd Floor, Lot 459, Sublot 62, Lorong Ang Cheng Ho No.9, 93100 Kuching, Sarawak.
- Shareholders: Azerina Mohd Arip (10%), Stanley Chong Kay Hock (75%) and Pertubuhan Kebajikan Islam Malaysia (15%).
- Directors: Azerina Mohd Arip and Stanley Chong Kay Hock.

Both Eastern Eden and Poh Zhen have not commenced operations.

3. INFORMATION ON LAND

By the two (2) Provisional Leases of State Land both dated 19 May 2004 from Ibu Pejabat Tanah and Survei, Bahagian Mukah, Sibu, Sarawak, Eastern Eden and Poh Zhen have each been awarded plantation Land, description of which are as follows:

Name of Lease Holder	Description of Land	Area (Hectares)	Tenure (years)	Premium (including interest) RM
Eastern Eden	Lot 265 Bruit Land District, Daro	10,000	60	7,195,124
Poh Zhen	Lot 266 Bruit Land District, Daro	5,000	60	3,602,091
				10,797,215 =========

The land is to be used only for agricultural purposes and purposes incidental to the production and processing of crops grown thereon.

4. BASIS OF ARRIVING AT THE PURCHASE CONSIDERATION

The total purchase consideration of RM49,715,465 (inclusive of land premium) for the Proposed Acquisition was arrived at on a willing buyer-willing seller basis after taking into consideration the valuation of the property conducted on 20 May 2004 by MKK Associates, an independent firm of registered valuers. The basis of valuation adopted by the valuers is the "Market Value".

5. SALIENTS TERMS OF THE SPA

The salient terms of the SPA are as follows:

5.1 Mohamad Arip Bin Mahmud and Mohammad Ali Mahmud (Vendors 1 and 2) shall sell and JTH shall purchase 100% of the fully paid-up shares in Eastern Eden held by Vendors 1 and 2 for a consideration of RM25,945,500.

5.2 Azerina Mohd Arip, Stanley Chong Kay Hock and Pertubuhan Kebajikan Islam Malaysia (Vendors 3, 4 and 5) shall sell and JTH shall purchase 100% of the fully paid-up shares in Poh Zhen held by Vendors 3, 4 and 5 for a consideration of RM12,972,750.

5.3 The purchase consideration stated in 5.1 and 5.2 above amounting to RM38,918,250 is to be satisfied in the following manner:-

- 10% of the purchase price shall be paid upon the execution of the SPA as deposit and part payment of the said purchase price; and

- the balance of the purchase price remaining shall be paid within six (6) months from the date of the SPA or within three (3) months from the unconditional date whichever shall be earlier.

5.4 JTH shall also pay to the relevant authority the premium in respect of the two (2) parcels of land amounting to RM10,797,215, which includes accrued interest of eight per centum (8%), by way of five (5) instalments over a period of five (5) years.

5.5 The shares in Eastern Eden and Poh Zhen will be acquired free from all claims, charges, liens and encumbrances whatsoever and with all rights, benefits and interests attached thereto.

5.6 The Proposed Acquisition is subject to the conditions precedent stated in Section (10) of this announcement being fulfilled within a period of three (3) months from the date of the SPA.

6. RATIONALE FOR THE PROPOSED ACQUISITION

The Proposed Acquisition is in line with the Group's diversification strategy to increase its land bank for the development of oil palm plantation and related activities.

7. PROSPECTS AND RISK FACTORS

The Proposed Acquisition is synergistic with the establishment of oil palm plantation activities currently undertaken by the Group and is expected to enhance future growth of JTH Group.

JTH does not perceive any major risk arising from the Proposed Acquisition.

8. SOURCE OF FUNDS FOR THE PROPOSED ACQUISITION

The Proposed Acquisition will be financed from internally generated fund.

9. FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

The Proposed Acquisition will not have any material effect on the earnings and net tangible assets of JTH. It will not have any effect on the issued and paid-up capital and major shareholders' shareholding as the purchase consideration will be satisfied entirely by cash.

10. CONDITION PRECEDENT

The Proposed Acquisition is subject to the approval and satisfactory completion of the following:-

10.1 Environment Impact Assessment under the Natural Resources and Environmental Board, Sarawak subject to terms and conditions for the establishment of an oil palm estate on lands;

10.2 Foreign Investment Committee.

10.3 JTH being satisfied in all respects with the results of its examinations of the financial affairs of Eastern Eden and Poh Zhen including satisfactory completion of due diligence of Eastern Eden and Poh Zhen.

11 PARTICULARS OF LIABILITIES TO BE ASSUMED

The Company will not assume any liabilities as a result of the Proposed Acquisition.

12 DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

None of the Directors, major shareholders and/or persons connected with a Director or major shareholder of JTH has any interest, direct or indirect, in the Proposed Acquisition.

13 DIRECTORS' STATEMENT

The Directors of JTH are of the opinion that the Proposed Acquisition is in the best interest of the Company.

14 DOCUMENTS FOR INSPECTION

The valuation report and the SPA will be available for inspection at the registered office at No. 1-9, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak during normal office hours from Monday to Friday (except public holidays) for a period of three (3) months from the date of this announcement.

Investor Relations

Jaya Tiasa Holdings Berhad ("JTH" Or The "Company") · Proposed acquisitions of Two (2) Parcels of Plantation Land Through The Acquisitions Of The Entire Equity Interest In Eastern Eden Sdn Bhd And Poh Zhen Sdn Bhd ("Proposed Acquisition")

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