Bursa Announcements

Contents :

We refer to the announcement dated 25 September 2002 on the above matter and on behalf of RB, we hereby announce that RB has on 23 December 2002 entered into a supplemental agreement (“SA”) with SCPSB in relation to the Proposed Disposal.

Pursuant to the SA, RB and SCPSB shall agree to an adjustment in the purchase consideration from RM17,010,000 to RM16,276,115, representing a reduction of RM733,885 (“Reduction Amount”). The Reduction Amount is made as a result of the outcome of the due diligence audit carried out on RRSB pursuant to the conditional Agreement for Sale of Shares dated 25 September 2002 (“Share Sale Agreement”) executed between RB and SCPSB. Both parties to the SA agree that the aforesaid adjustment shall be final and there shall be no further adjustment other than SCPSB’s rights to claim against RB in respect of breaches of warranties under the Share Sale Agreement.

In addition, pursuant to the SA, RB and SCPSB agree that the settlement of the receivables owing to RRSB by certain of its debtors (“Receivables”) shall be made in the following manner:

(i) RB shall assume the payment of 50% of the Receivables (“First 50% Receivables”) by setting-off on the completion date of the Share Sale Agreement (“Completion Date”) an equivalent amount (also referred to as “Set-Off Amount”) from the inter-company advances owing by RRSB to RB, which stood at RM1,920,912.03 as at 31 August 2002. RRSB shall thereafter pay the remaining balance of the advances to RB within seven (7) days from the Completion Date;

(ii) RRSB shall collect in its ordinary course of business the Receivables and be entitled to retain an amount equivalent to 50% of the Receivables (“Second 50% Receivables”), such that the Second 50% Receivables together with the Set-Off Amount shall constitute full settlement of Receivables. However, any amount in excess of the Second 50% Receivables collected by RRSB shall be paid to RB and any receivables remaining uncollected shall, at the request of RB, be assigned absolutely to RB by RRSB;

(iii) In the event that the receivables collected are less than the amount equivalent to 50% of the Receivables (“Collected Insufficient Receivables”), RRSB shall be entitled to retain the entire amount of the Collected Insufficient Receivables and RB shall pay on demand, to RRSB in cash the difference between the amount equivalent to the Second 50% Receivables and the Collected Insufficient Receivables (“Differential Receivables”), so that the Differential Receivables together with the Collected Insufficient Receivables and Set-Off Amount shall constitute full settlement of the Receivables. Upon receipt of payment of the Differential Receivables, any remaining receivables uncollected by RRSB shall, at the request of RB, be assigned absolutely to RB by RRSB.

Based on the management accounts of RRSB as at 30 November 2002, the Receivables amount to approximately RM2.2 million. Pursuant to the SA, RB and SCPSB have also mutually agreed to extend the period for the fulfillment of all conditions precedent for the Proposed Disposal from the date which is four (4) months from and excluding the date of the Share Sale Agreement to 31 March 2003 or such later date as the parties may mutually agree in writing.

Save and except that the Share Sale Agreement is varied and amended in the manner as provided for in the Supplemental Agreement, all other terms, conditions, agreements, stipulations and provisions in the Share Sale Agreement shall remain in full force and effect.

Except for the effect on the proforma NTA of the RB Group which shall be revised to take into account the adjusted purchase consideration for the Proposed Disposal, details of which are as set out in Table 1, there is no change in the effects of the Proposed Disposal as set out in the previous announcement on 25 September 2002.

The SA may be inspected at the registered office of RB at 19th Floor, Bangunan AMDB, No. 1, Jalan Lumut, 50400 Kuala Lumpur from Monday to Friday (except public holidays) during normal business hours from 9.00 a.m. to 5.00 p.m. for a period of three (3) months from the date of this announcement.

MM-021223-7C0D4 (Table 1).pdf

Query Letter Contents :