On behalf of the Board of Directors of THP (“Board”), RHB Investment Bank Berhad (“RHB Investment Bank”) wishes to announce that the Company has, on 24 July 2012, accepted an offer from its major shareholder, Lembaga Tabung Haji (“TH” or “Vendor”) vide an offer letter dated 23 July 2012, for the Company to enter into the following:-

(a)    proposed acquisition of the entire equity interest in TH Ladang (Sabah & Sarawak) Sdn Bhd (“THLSS”) from TH for a purchase consideration of RM518,000,000 to be satisfied via the issuance of 202,343,750 new THP Shares (“Consideration Shares”) at an issue price of RM2.56 per Consideration Share (“Proposed THLSS Acquisition”); and

(b)    proposed acquisition of 70% equity interest in TH Bakti Sdn Bhd (“THB”) from TH for a purchase consideration of RM17,640,000 to be satisfied via the issuance of 6,890,625 Consideration Shares at an issue price of RM2.56 per Consideration Share (“Proposed THB Acquisition”).

(THLSS and THB are hereinafter collectively referred to as the “Acquiree Companies”. The Proposed THLSS Acquisition and Proposed THB Acquisition are hereinafter collectively referred to as the “Proposed Acquisitions”).

In addition, the Company will undertake an increase in the authorised share capital of the Company from the existing RM350,000,000 comprising 700,000,000 THP Shares to RM500,000,000 comprising 1,000,000,000 THP Shares (“Proposed IASC”).

In consequence thereof, the Memorandum and Articles of Association of the Company will be amended accordingly to reflect the increase in the authorised share capital (“Proposed Amendments”).

(The Proposed Acquisitions, Proposed IASC and Proposed Amendments are hereinafter collectively referred to as the “Proposals”).

The terms and conditions of the Proposed Acquisitions will be subject to the signing of a definitive share sale agreement (“SSA”) to be entered into between TH and the Company at a date to be determined later and further announcement will be made upon the execution of the SSA.

Further details of the Proposals are set out in the attachment.

This Announcement is dated 24 July 2012.