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Jaya Tiasa Holdings Berhad ("JTH") Proposed Variation To The Terms And Conditions Of The Profits Guarantee And Stakeholders' Agreement Dated 8 January 1998 In Relation To The Acquisitions By Jth Of The Entire Equity Interest In Seven (7) Timber Licensee Companies And 70% Equity Interest In Two (2) Timber Licensee Companies, And The Acquisitions Upon Issue Of Two (2) New Timber Licences Concurrently With The Surrender And Cancellation Of The Two (2) Original Timber Licences By Two (2) Original Timber Licence Holders ("Proposed Variation"); And Proposed Variation To The Terms And Conditions Of Two (2) Separate Profit Guarantees Given Pursuant To The Shares Sale Agreement Dated 6 December 1993 And The Supplemental Shares Sale Agreement Dated 27 December 1994 In Relation To The Acquisitions By Jth Of The Entire Issued And Paid-Up Share Capital Of Jaya Tiasa Plywood Sdn. Bhd. And Rimbunan Hijau Plywood Sdn. Bhd. Respectively ("Proposed Settlement")

BackFeb 16, 2000

General Announcement
Reference No MM-000214-52684

Submitting Merchant Bank	:	COMMERCE INTERNATIONAL MERCHANT BANKERS BERHAD
Company Name	:	JAYA TIASA HOLDINGS BHD
Stock Name	:	JTIASA
Date Announced	:	16/02/2000


Type	:	Announcement
Subject	:	JAYA TIASA HOLDINGS BERHAD ("JTH") PROPOSED VARIATION TO THE TERMS AND CONDITIONS OF THE PROFITS GUARANTEE AND STAKEHOLDERS' AGREEMENT DATED 8 JANUARY 1998 IN RELATION TO THE ACQUISITIONS BY JTH OF THE ENTIRE EQUITY INTEREST IN SEVEN (7) TIMBER LICENSEE COMPANIES AND 70% EQUITY INTEREST IN TWO (2) TIMBER LICENSEE COMPANIES, AND THE ACQUISITIONS UPON ISSUE OF TWO (2) NEW TIMBER LICENCES CONCURRENTLY WITH THE SURRENDER AND CANCELLATION OF THE TWO (2) ORIGINAL TIMBER LICENCES BY TWO (2) ORIGINAL TIMBER LICENCE HOLDERS ("PROPOSED VARIATION"); AND PROPOSED VARIATION TO THE TERMS AND CONDITIONS OF TWO (2) SEPARATE PROFIT GUARANTEES GIVEN PURSUANT TO THE SHARES SALE AGREEMENT DATED 6 DECEMBER 1993 AND THE SUPPLEMENTAL SHARES SALE AGREEMENT DATED 27 DECEMBER 1994 IN RELATION TO THE ACQUISITIONS BY JTH OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF JAYA TIASA PLYWOOD SDN. BHD. AND RIMBUNAN HIJAU PLYWOOD SDN. BHD. RESPECTIVELY ("PROPOSED SETTLEMENT")

Contents :

We refer to our announcement dated 11 February 1999 in relation to the above.

On behalf of JTH, Commerce International Merchant Bankers Berhad wishes to announce that the Board of Directors of JTH together with the guarantors have accepted the conditions imposed by the Securities Commission ("SC") on the Proposed Variation and Proposed Settlement. In respect of the Proposed Variation, the Independent Directors of JTH and the guarantor, Tiong Toh Siong Holdings Sdn. Bhd. have agreed to revise the yearly guaranteed profit for the remaining guaranteed years as per Table 1.

The aggregate of the revised guaranteed pre-tax profit will now be only RM308.0 million for the duration of the guaranteed years compared to RM317.0 million previously proposed under the Proposed Variation after taking into account the guaranteed pre-tax profit for the financial year ended 30 April 1999 of RM100.0 million as imposed by the SC. On the basis of a discount rate of 6% per annum, the Net Present Value of the guaranteed pre-tax profit under the Proposed Variation and the revised guaranteed pre-tax profit are similar.

Table 1

Financial year ended/ ending 30 April	1999	2000	2001	2002	2003	Aggregate	NPV at 6% per annum
Guaranteed pre-tax profit under the Proposed Variation (RM' million)	65	65	65	65	57	317	283.9
Revised guaranteed pre-tax profit (RM' million)	100	65	65	65	13	308	284.1

Note:-

NPV - Net Present Value

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