Investors – Jaya Tiasa Holdings Berhad

Investor Relations

Jaya Tiasa Holdings Berhad ("JTH" Or The "Company") Acquisition Of Assets

BackMar 07, 2003

General Announcement
Reference No JT-030307-43171

Company Name	:	JAYA TIASA HOLDINGS BHD
Stock Name	:	JTIASA
Date Announced	:	07/03/2003


Type	:	Announcement
Subject	:	JAYA TIASA HOLDINGS BERHAD ("JTH" or the "Company") ACQUISITION OF ASSETS

Contents :

1. INTRODUCTION

The Board of Directors of JTH wishes to announce the acquisition of the following assets (hereinafter referred to as the "Acquisitions") from Tiong Toh Siong & Sons Sdn Bhd ("TTSS"), Rimbunan Hijau Sdn Bhd ("RH") and Meli-Mujong Logging Sdn Bhd ("MML") (hereinafter referred to as the "Vendors") on 7 February 2003 for a total cash purchase consideration of Ringgit Malaysia Four Million One Hundred and Fifty Thousand (RM4,150,000.00) Only.

2. DETAILS OF THE ACQUISITIONS

Logging Equipment (hereinafter referred to as the "Equipment")

The consideration for the acquisition of the Equipment by JTH and its wholly-owned subsidiary, Jaras Sdn Bhd from TTSS, RH and MML is RM1.75 million. Details of the Equipment are contained in Table A appended below.

Buildings and Facilities at Simpileh and Raya Balleh Logponds (hereinafter referred to as the "Buildings and Facilities")

The consideration for the acquisition of the Buildings and Facilities by JTH from TTSS is RM2.4 million. Details of the Buildings and Facilities are stated below.

Buildings:
i) Type of building - Office, workers quarters, workshop, store, canteen and foodboard.
ii) Type of construction - Suspended timber structure, walls and floors with pitched spandex roof and louvers.
iii) Total built up floor area - 72,806 square feet.
iv) Age of Building - About 15 years.

Facilities:
i) One Basketball/badminton stadium of wooden structure at each logpond
ii) 4 timber wharf at Simpileh Logpond and 5 timber wharf at Raya Balleh Logpond
iii) Electricity supply from generators at each logpond.
iv) Water supply from rainwater collection at each logpond.
v) Age of facilities - about 15 years.

Both logponds are situated at hilly terrain, along Batang Balleh, Kapit, Sarawak.

3. INFORMATION ON VENDORS

TTSS, RH and MML are companies incorporated and registered in Malaysia under the Companies Act, 1965 and having their registered addresses at No. 66-78, Pusat Suria Permata, Jalan Upper Lanang, 96000 Sibu, Sarawak. The principal activities of these companies are extraction and sales of logs.

The directors and majors shareholders of TTSS, RH and MML are stated in Table B appended below.

4. CONSIDERATION

The total cash purchase consideration for the Acquisitions amounting to RM4.15 million was arrived at on a willing buyer and willing seller basis based on the valuation survey report prepared by MKK Associates, an independent firm of real estate agents, property consultants and valuation surveyors appointed for the purpose of valuing the assets.

The valuation of the assets were carried out on 10, 11 and 12 December 2002 and the basis of valuation as adopted is the market value.

As the Acquisitions were finalised by mutual discussion, there were no formal documentary agreements entered into in connection with the Acquisitions.

5. RATIONALE

The Acquisitions is in line with the Group's on going plan to streamline the existing operational processes and to ensure greater co-ordination and control over distribution and delivery of logs downstream.

6. PROSPECTS AND RISK FACTORS

The Acquisitions will enable freshly cut logs to be delivered and transported to the processing factories timely and effectively. It is also expected to enhance the efficiency and effectiveness of the operational performance of JTH Group in its timber-based activities.

As the assets acquired are either in fair or good working condition, the Directors are of the opinion that there are no risk factors associated with the Acquisitions.

7. FINANCING

The Acquisitions will be financed by internally generated funds.

8. FINANCIAL EFFECTS

The Acquisitions will not have any material effect on the earnings, net tangible assets, share capital and substantial shareholdings of JTH.

Save and except for the purchase consideration, JTH will not assume any other liabilities arising from the Acquisitions.

9. APPROVAL REQUIRED

The Acquisitions are not subject to the approval of the shareholders of the Company and/or any other relevant authorities.

10. DIRECTORS AND MAJOR SHAREHOLDERS' INTERESTS

Tan Sri Datuk Tiong Hiew King has an indirect interest of 100% in TTSS held through Tiong Toh Siong Holdings Sdn Bhd. He and persons connected with him have controlling interests in RH and MML. Both Tan Sri Datuk Tiong Hiew King and Tiong Toh Siong Holdings Sdn Bhd are major shareholders of JTH.

The Directors of the Company, Dr Tiong Ik King, Tiong Chiong Hoo, Tiong Choon and Tiong Chiong Hee are brother, son, daughter and nephew of Tan Sri Datuk Tiong Hiew King respectively.

Tiong Choon is also a director of TTSS and RH.

The interested directors, namely, Tiong Chiong Hoo, Tiong Choon, Dr Tiong Ik King and Tiong Chiong Hee have abstained from Board deliberation pertaining to the transaction.

Save as disclosed, none of the Directors of JTH, major shareholders and/or persons connected with the Directors and/or major shareholders of JTH, have any interest, direct or indirect, in the Acquisitions.

11. DEPARTURE FROM THE SECURITIES COMMISSION'S GUIDELINES

To the best knowledge of the Board of JTH, the Acquisitions has not departed from the Securities Commission's Policies and Guidelines on Issue / offer of Securities.

12. DIRECTORS' RECOMMENDATION

The Board of JTH is of the opinion that the Acquisitions are in the best interests of the Company and the Group.

13. DOCUMENT FOR INSPECTION

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

Attachments

TABLE-B.doc (Size: 23,552 bytes)
TableA.xls (Size: 24,064 bytes)

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