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Jaya Tiasa Holdings Berhad ("JTH Or The "Company") Proposed Acquisition Of The Entire Equity Interest In Hariyama Sdn. Bhd. (the "Proposed Acquisition")

BackFeb 28, 2003

General Announcement
Reference No JT-030228-43243

Company Name	:	JAYA TIASA HOLDINGS BHD
Stock Name	:	JTIASA
Date Announced	:	28/02/2003


Type	:	Announcement
Subject	:	JAYA TIASA HOLDINGS BERHAD ("JTH or the "Company") PROPOSED ACQUISITION OF THE ENTIRE EQUITY INTEREST IN HARIYAMA SDN. BHD. (the "Proposed Acquisition")

Contents :

INTRODUCTION

The Board of Directors of JTH wishes to announce that the Company has on 28 February, 2003 entered into a Sale and Purchase Agreement (hereinafter referred to as the "SPA") with HAMNI BIN JUNI (BIC K.684717) of No. 224, Jalan Bunga Raya, Kampung Pinang Jawa, 93050 Kuching, Sarawak and HAJI ANNUAR MUSADDAD BIN RAZALI (BIC K.743299) of Lot 2643, Lorong Haji Babel, Jalan Samariang, Petra Jaya, 93050 Kuching, Sarawak, to acquire 10,000 fully paid-up ordinary shares of RM1.00 each in the share capital of HARIYAMA SDN. BHD. (191627-P) ("Hariyama") representing 100% of the issued and paid-up share capital in Hariyama for a total cash consideration of Ringgit Malaysia Twenty Three Million Five Hundred Seventy Three Thousand and Three Hundred and Forty (RM23,573,340) Only.

PURCHASE CONSIDERATION The purchase consideration of RM23,573,340 for the Proposed Acquisition is based on the value of lands calculated at RM900 per acre inclusive of land premium on a willing-buyer willing-seller basis.

PAYMENT TERMS

The purchase consideration is to be satisfied in the following manner:- (i) a sum of RM2,357,334 upon the execution of SPA as deposit and part payment of the said purchase price. (ii) a sum of RM6,574,356 on or before 10th March 2003 being the aggregate of the premium payable in respect of the Lands, the current or first year's annual rent and the fees for preparation of title.

iii) The balance of the purchase price amounting to RM14,641,650 shall be paid within six (6) months from the date of the SPA or within six (6) months from the unconditional date whichever shall be earlier .

SHARES TO BE ACQUIRED FREE FROM ENCUMBRANCES

The shares in Hariyama will be acquired free from all claims, charges, liens and encumbrances whatsoever and with all rights, benefits and interests attached thereto.

INFORMATION ON HARIYAMA

Hariyama was incorporated on 3 January 1990 in Malaysia under the Companies Act,1965. Its registered office is at Lot 458, Section 62, Lorong Ang Cheng Ho No.9, Off Jalan Padungan, 93100 Kuching. It has an authorised capital of RM100,000 divided into 100,000 ordinary shares of RM1.00 each of which 10,000 shares have been issued and fully paid up. The principal activity of Hariyama is timber operation.

By a Formal Offer and Acceptance of Terms & Conditions of Alienation of Land By Private Treaty dated 9th September 2002 from the Ibu Pejabat Tanah and Survei, Kuching, Sarawak, Hariyama has been awarded plantation lands containing in aggregate a total area of 10,600 hectares, more or less and preliminary allotted as Lot No.27 containing an area of 3393 hectares, more ,or less, and situate at Oya-Dalat Land District and Lot 3562 containing an area of 7207 hectares, more or less, and situate at Retus Land District. A provisional lease of 60 years shall be given upon payment of premium for the land to be used only for agricultural purposes and purposes incidental to the production and processing of crops grown thereon.

RATIONALE FOR THE PROPOSED ACQUISITION

The Proposed Acquisition is in line with JTH's intention to diversify and venture into development of oil palm plantation and related activities.

SOURCE OF FUND FOR THE PROPOSED ACQUISITION

The Proposed Acquisition will be financed through internally generated fund.

FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

The Proposed Acquisition will not have any material effect on the earnings, net tangible assets, share capital and substantial shareholdings of JTH Group for the financial year ended 30 April 2003. However, the Board expects the Proposed Acquisition to contribute positively to the future earnings of the JTH Group.

APPROVAL REQUIRED

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

? 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;

? Foreign Investment Committee.

DIRECTORS' AND SUBSTANTIAL 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 above-mentioned acquisition.

DIRECTORS' RECOMMENDATION

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

Investor Relations

Jaya Tiasa Holdings Berhad ("JTH Or The "Company") Proposed Acquisition Of The Entire Equity Interest In Hariyama Sdn. Bhd. (the "Proposed Acquisition")

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