Date : 19 May 2004

PROPOSED DISPOSAL OF THE ENTIRE 70% EQUITY INTEREST IN ZELLECO (M) SDN. BHD. TO MAXDELUXE SDN. BHD. (“MAXDELUXE”) (“PROPOSED DISPOSAL”)

MALAYSIAN RESOURCES CORPORATION BERHAD

Type

Reply to query
Reply to Query Letter by KLSE reference IDKM-040514-59777
SubjectPROPOSED DISPOSAL OF THE ENTIRE 70% EQUITY INTEREST IN ZELLECO (M) SDN. BHD. TO MAXDELUXE SDN. BHD. (“MAXDELUXE”) (“PROPOSED DISPOSAL”)

Contents :


We refer to your letter dated 18 May 2004 and wish to provide the following information as requested:

1. Salient terms of the Agreement for the transfer of shares between Malaysian Resources Corporation Berhad (“MRCB” or “Vendor”) and Maxdeluxe (“Purchaser”):

(i) Purchaser to purchase Vendors’ shares (and with all rights and options attached thereto) in Zelleco (M) Sdn. Bhd. and Zelleco Group of Companies (comprising ZMSB’s 75% equity interest in Zelleco Construction Sdn. Bhd. (“ZCSB”) and 30% equity interest in Zelleco Engineering Sdn. Bhd.) free from assets and liabilities and subject to the terms of the Agreement for Transfer of Shares (“ATS”)

(ii) Consideration for the ATS is RM41.8 million and to be deemed paid in full by the Purchaser to the Vendor upon the assignment absolutely of the Purchaser’s development rights over several properties to the Vendor.

(iii) As agreed by the Purchaser and Vendor, the latter will then re-assign the above development rights to ZCSB to settle the sum due and owing to ZCSB and as provision of further advances to ZCSB.
      (iv) On completion of ATS, ZCSB is expected to owe the Vendor about RM6.8 million of which RM2.8 million will be paid in cash whereas the balance of RM 4 million shall be settled via issuance of new ordinary shares of RM1.00 each of ZCSB.

      (v) All assets and liabilities of both ZMSB and ZCSB will be transferred/assigned to MRCB with the exception of RM2.8 million tax refunds from Inland Revenue Board (proceeds assigned to Vendor as above repayment to Vendor), dividend payable to minority shareholders, deferred tax and a sum owing from ZESB.

2. Net profit as per audited accounts for the year ended 31 December 2003 and net tangible assets on completion of ATS of ZMSB are RM2,062,144 and RM27,033,473 respectively.

3. Original cost of investment in ZMSB and date of such investment are as follows:

Date No. of Shares Cost of Investment

3.1.1994 2,100,000 RM4,800,000
5.5.1994 700,000 RM 700,000
22.12.1994 2,800,000 RM2,800,000
Incidental Cost RM 487
RM8,300,487

4. All projects were undertaken by ZCSB, the 75% subsidiary of ZMSB. Description of the major current and completed projects undertaken by ZCSB are as follow:

Description of the previously Completed Major Projects
      (i) Total design and construct basis of the 25-storey mixed commercial development that includes M&E services and landscape of the 25 Storey Mixed Commercial Development At Bandar Tun Razak, Kuala Lumpur.
      (ii) 4 x 129 MW Gas Turbine Power Station at Connaught Bridge, Selangor
      (iii) 4 x 110 MW Gas Turbine Power Station in Telok Gong, Malacca
      (iv) 720 MW Combined Cycle Power Station in Kuala Langat, Selangor
      (v) Civil Works Package for the 500kV Substations to Yong Peng, Port Klang, Bukit Tarek & Ayer Tawar
      (vi) 500kV Transmission Line Lte Package 3 from Ayer Tawar to Junjong (122 km) Joint Venture with Hyundai Engineering & Construction Co. Ltd
      (vii) 1303 MW Combined Cycle Power Station in Lumut Perak
      (viii) 25-storey Mixed Commercial Development
      (ix) 500kV Transmission Line Pte Package 2 from Bukit Tarek to Ayer Tawar (138 km) in consortium with ABB Transmission and Distribution
      (x) 25-storey Office Block at Selborn Square – Block A
      (xi) Piling, Sub-structure and Basement Works to Plaza Sentral
      (xii) NSTP New Printing Plant, Shah Alam
      (xiii) Plaza Sentral Phase 1B – Stage B (Block C & D)
      (xiv) New Tawau Airport, Sabah
      (xv) Site Preparation and Piling Works at Sepang Power Plant, Sepang, Selangor
      There is no existing uncompleted project and ZCSB has not been utilise for active operation in the current financial year.

5. Particulars of all liabilities to be assumed by Maxdeluxe are the dividend payable to minority shareholders of RM242,400 and deferred tax of RM40,597 respectively.

6. Details of the property projects to be assigned to MRCB by Maxdeluxe as settlement for the Proposed Disposal:

Property AddressLand AreaDevelopment Mix
Batu 10, Jalan Kapar15 Acres190 units of linked houses & 20 units of shophouses
Kampung Perepat Batu 8, Jalan Kapar, Klang4.5 Acres63 units of linked houses
Kapar Town, Batu 10, Jalan Kapar, Klang3.25 Acres35 units of linked house & 10 units of shophouses
Mukim of Kapar, Klang1.5 Acres21 units of linked house
Kapar Town Centre, Klang0.46 Acres 10 units of shophouses
Sementa (Mukim of Kapar, District of Klang)3.0 Acres42 units of linked houses
Batu 13, Jalan Kapar, Klang1.2 Acres16 units of linkled houses
PT Nos. 336 & 337, Mukim of Labu, District of Sepang197.89 AcresMixed development comprising linked houses, shophouses, logistic park, petro site, commercial site and lakeside retail
Sementa (Mukim of Kapar, District of Klang)54 AcresMixed Development comprising low cost flats, linked house and shophouse
Mukim of Ijok, District of Kuala Selangor32 AcresMixed Development comprising, low cost flats, linked houses, bungalows, petrol kiosk site and shophouse

7. The breakdown of the cash and shares in Zelleco Construction Sdn Bhd to be received by MRCB are RM2,823,676 and 4,048,337 shares respectively. MRCB intends to use the proceeds of the cash as working capital.

8. MRCB will record a gain of RM22.5 million from the proposed disposal.

9. The Proposed Disposal is not subject to the approval of shareholders of MRCB and any relevant regulatory authorities.


Query Letter Contents :

We refer to your announcement dated 12 May 2004 in respect of the aforesaid
Proposed Disposal.
In this connection, kindly furnish the Exchange with the following additional
information for public release:
Salient terms of the Agreement For Transfer Of Shares between Malaysian
Resources Corporation Berhad ("MRCB") and Maxdeluxe;
Net profit and net tangible assets of ZMSB;
Original cost of investment in ZMSB and date of such investment thereof;
Description of major current and completed projects undertaken by ZMSB;
Particulars of all liabilites to be assumed by Maxdeluxe, if any;
Details of the property projects to be assigned to MRCB by Maxdeluxe as
settlement for the Proposed Disposal;
Breakdown of the cash and shares in Zelleco Construction Sdn Bhd to be received
by MRCB and the intended utilisation of proceeds of the cash thereof;
Effects of the Proposed Disposal on the earnings of MRCB Group;


9. Whether the Proposed Disposal is subject to the approval of shareholders of
MRCB and any other relevant regulatory authorities.
Please furnish the Exchange with your reply within two (2) market days from the
date hereof.
Yours faithfully

INDERJIT SINGH
Sector Head
Issues & Listing
Group Regulations
CKM



Announcement Info

Company NameMALAYSIAN RESOURCES CORPORATION BERHAD  
Stock Name MRCB    
Date Announced19 May 2004  
CategoryGeneral Announcement
Reference NoMR-040519-62593