AMSTEEL CORPORATION BERHAD (20667
Transcription
AMSTEEL CORPORATION BERHAD (20667
THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. YOU SHOULD READ THIS IAC IN CONJUNCTION WITH THE OFFER DOCUMENT DATED 27 THIS THIS THIS INDEPENDENT INDEPENDENT INDEPENDENT ADVICE ADVICE ADVICE CIRCULAR CIRCULAR CIRCULAR (“IAC”) (“IAC”) (“IAC”) IS IS IS IMPORTANT IMPORTANT IMPORTANT AND AND AND REQUIRES REQUIRES REQUIRES YOUR YOUR YOUR IMMEDIATE IMMEDIATE IMMEDIATE FEBRUARY 2009 ISSUED BY AMINVESTMENT BANK BERHAD, ON BEHALF OF LION CORPORATION BERHAD ATTENTION. ATTENTION. ATTENTION. YOU YOU YOUSHOULD SHOULD SHOULDREAD READ READTHIS THIS THISIAC IAC IACIN IN INCONJUNCTION CONJUNCTION CONJUNCTIONWITH WITH WITHTHE THE THEOFFER OFFER OFFERDOCUMENT DOCUMENT DOCUMENTDATED DATED DATED27 27 27 AND LIMPAHJAYA SDN BHD WHICH HAS BEEN SENTISTOIMPORTANT YOU. THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) AND YOUR IMMEDIATE FEBRUARY FEBRUARY FEBRUARY 2009 2009 2009ISSUED ISSUED ISSUED BY BY BYAMINVESTMENT AMINVESTMENT AMINVESTMENT BANK BANK BANKBERHAD, BERHAD, BERHAD,ON ON ONBEHALF BEHALF BEHALF OF OF OFREQUIRES LION LION LIONCORPORATION CORPORATION CORPORATION BERHAD BERHAD BERHAD ATTENTION. YOUSDN SHOULD READ HAS THIS IAC IN CONJUNCTION WITH THE OFFER DOCUMENT DATED 27 AND AND ANDLIMPAHJAYA LIMPAHJAYA LIMPAHJAYA SDN SDN BHD BHD BHDWHICH WHICH WHICH HAS HASBEEN BEEN BEEN SENT SENT SENT TO TO TOYOU. YOU. YOU. If you are in any doubt as to the of action you should you should yourOF stockbroker, solicitor, accountant, banker FEBRUARY 2009 ISSUED BYcourse AMINVESTMENT BANKtake, BERHAD, ONconsult BEHALF LION CORPORATION BERHAD or other professional adviser immediately. AND LIMPAHJAYA SDN BHD WHICH HAS BEEN SENT TO IfIf Ifyou you youare are areinin inany any anydoubt doubt doubtasas astoto tothe the the course course course ofof ofaction action action you you you should should should take, take, take,you you youYOU. should should shouldconsult consult consultyour your yourstockbroker, stockbroker, stockbroker,solicitor, solicitor, solicitor,accountant, accountant, accountant,banker banker banker oror orother other otherprofessional professional professionaladviser adviser adviserimmediately. immediately. immediately. 15(6) ofthe thecourse Malaysian Codeyou on Take-Overs 1998 (“Code”), the Securities Commission (“SC”) has IfPursuant you are to in Section any doubt as to of action should take, and youMergers should consult your stockbroker, solicitor, accountant, banker granted its consent for the issuance of this IAC. The consent of the SC shall not be taken to indicate that the SC concurs with the or other professional adviser immediately. Pursuant Pursuant Pursuanttoto toSection Section Section15(6) 15(6) 15(6)ofof ofthe the theMalaysian Malaysian MalaysianCode Code Codeon on onTake-Overs Take-Overs Take-Oversand and andMergers Mergers Mergers1998 1998 1998(“Code”), (“Code”), (“Code”),the the theSecurities Securities SecuritiesCommission Commission Commission(“SC”) (“SC”) (“SC”)has has has views and recommendation of MIMB Investment Bank Berhad. It merely means that the IAC has complied with the disclosure granted granted grantedits its itsconsent consent consentfor for forthe the theissuance issuance issuanceofof ofthis this thisIAC. IAC. IAC.The The Theconsent consent consentofof ofthe the theSC SC SCshall shall shallnot not notbe be betaken taken takentoto toindicate indicate indicatethat that thatthe the theSC SC SCconcurs concurs concurswith with withthe the the requirements under the Code. The SC takes no responsibility for the contents of this IAC, makes no representation as to its accuracy Pursuant Section 15(6) ofofof the Malaysian Code on Take-Overs Mergers 1998 that (“Code”), the has Securities Commission (“SC”) has views views viewsand and andto recommendation recommendation recommendation ofMIMB MIMB MIMB Investment Investment Investment Bank Bank Bank Berhad. Berhad. Berhad.and ItItItmerely merely merelymeans means means that thatthe the theIAC IAC IAC has hascomplied complied complied with with withthe the thedisclosure disclosure disclosure or completeness and expressly disclaims liability whatsoever forSC anyshall lossnot howsoever arising from that or inthe reliance upon the whole granted its consent for the issuance of thisany IAC. The consent ofthe be taken to indicate SCasas concurs with the requirements requirements requirements under under underthe the theCode. Code. Code. The The TheSC SC SC takes takes takes no no noresponsibility responsibility responsibility for for for the thecontents contents contents ofof ofthis this this IAC, IAC, IAC, makes makes makes no no norepresentation representation representation as toto toits its itsaccuracy accuracy accuracy or anyand partrecommendation of the contents ofofthis IAC. Investment Bank Berhad. It merely means that the IAC has complied with the disclosure views MIMB oror orcompleteness completeness completeness and and andexpressly expressly expresslydisclaims disclaims disclaims any any anyliability liability liabilitywhatsoever whatsoever whatsoeverfor for forany any anyloss loss losshowsoever howsoever howsoeverarising arising arisingfrom from fromoror orinin inreliance reliance relianceupon upon uponthe the thewhole whole whole requirements under the Code. The SC takes no responsibility for the contents of this IAC, makes no representation as to its accuracy oror orany any anypart part partofof ofthe the thecontents contents contents ofof ofthis this this IAC. IAC. IAC. or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this IAC. AMSTEEL CORPORATION BERHAD (20667-M) (Incorporated in Malaysia) (20667-M) (20667-M) AMSTEEL AMSTEEL AMSTEELCORPORATION CORPORATION CORPORATION BERHAD BERHAD BERHAD(20667-M) (Incorporated (Incorporated (Incorporatedinin inMalaysia) Malaysia) Malaysia) AMSTEEL CORPORATION BERHAD (20667-M) (Incorporated in Malaysia) INDEPENDENT ADVICE CIRCULAR INDEPENDENT INDEPENDENT INDEPENDENTADVICE ADVICE ADVICECIRCULAR CIRCULAR CIRCULAR IN RELATION INDEPENDENT ADVICE TO CIRCULAR IN IN INRELATION RELATION RELATIONTO TO TO THE CONDITIONALIN VOLUNTARY TAKE-OVER OFFER BY RELATION TO THE THE THECONDITIONAL CONDITIONAL CONDITIONAL VOLUNTARY VOLUNTARY TAKE-OVER TAKE-OVER TAKE-OVER OFFER OFFER OFFER BY BY BYOFFERORS”) LION CORPORATION BERHAD VOLUNTARY AND LIMPAHJAYA SDN BHD (“JOINT LION LION LIONCORPORATION CORPORATION CORPORATION BERHAD BERHAD BERHADAND AND AND LIMPAHJAYA LIMPAHJAYA LIMPAHJAYA SDN SDN SDNBHD BHD BHDOFFER (“JOINT (“JOINT (“JOINT OFFERORS”) OFFERORS”) OFFERORS”) THE CONDITIONAL VOLUNTARY TAKE-OVER BY THROUGH BANK LION CORPORATION BERHADAMINVESTMENT AND LIMPAHJAYA SDNBERHAD BHD (“JOINT OFFERORS”) THROUGH THROUGH THROUGHAMINVESTMENT AMINVESTMENT AMINVESTMENTBANK BANK BANKBERHAD BERHAD BERHAD TO ACQUIRE THETHROUGH REMAINING ORDINARY SHARES RM1.00 EACH IN AMSTEEL AMINVESTMENT BANKOF BERHAD CORPORATION BERHAD (“ACB SHARES”) NOT ALREADY HELD BYIN THE JOINT TO TO TOACQUIRE ACQUIRE ACQUIRETHE THE THEREMAINING REMAINING REMAININGORDINARY ORDINARY ORDINARYSHARES SHARES SHARESOF OF OFRM1.00 RM1.00 RM1.00 EACH EACH EACH IN IN AMSTEEL AMSTEEL AMSTEEL OFFERORS (“OFFER SHARES”) TO BE SATISFIED BYHELD THE ISSUE AND CORPORATION CORPORATION CORPORATION BERHAD BERHAD BERHAD (“ACB (“ACB (“ACB SHARES”) SHARES”) SHARES”) NOT NOT NOT ALREADY ALREADY ALREADY HELD HELD BY BY BYTHE THE THE JOINT JOINT JOINT TO ACQUIRE THE REMAINING ORDINARY SHARES OFCORPORATION RM1.00 EACH INBERHAD AMSTEEL ALLOTMENT ONE (1) NEW WARRANT OF LION OFFERORS OFFERORS OFFERORSOF (“OFFER (“OFFER (“OFFER SHARES”) SHARES”) SHARES”) TO TO TOBE BE BESATISFIED SATISFIED SATISFIED BY BY BYTHE THE THEISSUE ISSUE ISSUEAND AND AND CORPORATION BERHADAT (“ACB SHARES”) NOT ALREADY HELD BY THE JOINT (“LCB B WARRANT”) AN WARRANT ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) ALLOTMENT ALLOTMENT ALLOTMENT OF OF OFONE ONE ONE(1) (1) (1)NEW NEW NEW WARRANT WARRANT OF OF OF LION LION LION CORPORATION CORPORATION CORPORATION BERHAD BERHAD BERHAD OFFERORS (“OFFER SHARES”) TO BE SATISFIED BY THE ISSUE AND EXISTING SHARES HELD (“OFFER”) (“LCB (“LCB (“LCBBB BWARRANT”) WARRANT”) WARRANT”) AT AT ATAN AN ANACB ISSUE ISSUE ISSUE PRICE PRICE PRICEOF OF OFRM0.10 RM0.10 RM0.10 FOR FOR FOREVERY EVERY EVERYTEN TEN TEN(10) (10) (10) ALLOTMENT OF ONE (1) NEW WARRANT OF LION CORPORATION BERHAD EXISTING EXISTING EXISTINGACB ACB ACBSHARES SHARES SHARESHELD HELD HELD(“OFFER”) (“OFFER”) (“OFFER”) (“LCB B WARRANT”) AT AN ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES HELD (“OFFER”) Independent Adviser Independent Independent IndependentAdviser Adviser Adviser Independent Adviser MIMB INVESTMENT BANK BERHAD (Company No. 10209-W) A INVESTMENT Participating Organisation ofBERHAD Bursa Malaysia Securities Berhad MIMB MIMB MIMB INVESTMENT INVESTMENT BANK BANK BANK BERHAD BERHAD (Company (Company (Company No. No. No.10209-W) 10209-W) 10209-W) AAAParticipating Participating ParticipatingOrganisation Organisation Organisationofof ofBursa Bursa BursaMalaysia Malaysia MalaysiaSecurities Securities SecuritiesBerhad Berhad Berhad MIMB BANKCircular BERHAD (Company No. 10209-W) This INVESTMENT Independent Advice is dated 6 March 2009 A Participating Organisation of Bursa Malaysia Securities Berhad This This ThisIndependent Independent IndependentAdvice Advice AdviceCircular Circular Circularisis isdated dated dated666March March March2009 2009 2009 This Independent Advice Circular is dated 6 March 2009 DEFINITIONS Except where the context otherwise requires or where otherwise defined herein, words and expressions defined in the Malaysian Code on Take-Overs and Mergers, 1998 and Section 33 of the Securities Commission Act, 1993 shall have the same meaning when used herein, and the following abbreviations shall apply throughout this IAC:Act : The Companies Act, 1965 (as amended from time to time and any re-enactment thereof) ACB or the Offeree : Amsteel Corporation Berhad ACB Bonds : Collectively, the ACB Class A Bonds, ACB Class B Bonds and ACB Class C Bonds ACB Class A Bonds : Zero-Coupon Redeemable Secured Class A RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2011 ACB Class B Bonds : Zero-Coupon Redeemable Secured Class B RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2014 ACB Class C Bonds : Zero-Coupon Redeemable Secured Class C RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2011 ACB Class A SPV Debts : Zero-Coupon Redeemable Secured Class A USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2011 ACB Class B SPV Debts : Zero-Coupon Redeemable Secured Class B USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2014 ACB Class C SPV Debts : Zero-Coupon Redeemable Secured Class C USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2011 ACB Debts : The USD denominated debts which were issued by ACB to ACB SPV as consideration for ACB SPV issuing the ACB SPV Debts to certain ACB scheme creditors pursuant to the GWRS ACB Group : Collectively, ACB and its subsidiaries ACB Scheme : The corporate and debt restructuring scheme of ACB as detailed in the ACB Scheme Circular which is available on the Lion Group’s website (www.lion.com.my). The ACB Scheme was completed for purposes of implementation on 27 February 2009 ACB Scheme Circular : ACB’s circular to shareholders dated 7 January 2009 in relation to the ACB Scheme ACB SPV : Amsteel Harta (L) Limited, a wholly-owned subsidiary of ACB ACB SPV Debts : Collectively, the ACB Class A SPV Debts, ACB Class B SPV Debts and ACB Class C SPV Debts i DEFINITIONS (CONT’D) AmInvestment Bank or Adviser : AmInvestment Bank Berhad (a member of the AmInvestment Bank Group), the adviser for the Offer Accepting Holder(s) : Holder(s) who accepts the Offer BNM : Bank Negara Malaysia Board of ACB : Board of Directors of ACB Bursa Securities : Bursa Malaysia Securities Berhad CDRS : The corporate and debt restructuring scheme involving the LCB Scheme and the ACB Scheme, which were completed for purposes of implementation on 27 February 2009 CDS : Central Depository System Closing Date : The First Closing Date of the Offer or in the event that the Offer is revised or extended, such other revised or extended closing date as may be decided by the Joint Offerors and announced in accordance with the Code Code : Malaysian Code on Take-Overs and Mergers, 1998, including any amendments made thereto from time to time CRC : Cold rolled coil steel DAC : Datuk Cheng Yong Kim Disposal of LCB Class B(b) Bonds : The disposal by ACB of RM900,000,000 NV of LCB Class B(b) Bonds with a PV as at 27 February 2009 of RM804,460,000 to LDHB and Teraju Varia Sdn Bhd for a total disposal consideration of RM400,000,000, which will be utilised by ACB for the settlement of the ACB Class A Bonds/ SPV Debts and the tender of the ACB Class B Bonds/ SPV Debts. The Disposal of LCB Class B(b) Bonds was completed for purposes of implementation on 27 February 2009 Disposal of Property Holding Companies : The disposal by ACB of the Property Holding Companies to Limbungan Emas for a cash consideration of RM818,398,818, which was completed for purposes of implementation on 27 February 2009 The divestment of the non-core and peripheral assets by ACB (other than any of the Property Holding Companies and subsidiaries of the Property Holding Companies) to be divested in the future, which was completed for purposes of implementation on 27 February 2009 Divestment of Other Assets ECU : Equity Compliance Unit of the SC EGM : Extraordinary General Meeting EPS/LPS : Earnings per share/ loss per share First Closing Date : 20 March 2009, being twenty-one (21) days from the Posting Date Form of Acceptance and Transfer : The form of acceptance and transfer for Offer Shares ii ii DEFINITIONS (CONT’D) FPE : Financial period ended FYE : Financial year(s) ended/ending GWRS : The group wide restructuring scheme which was implemented by LCB, ACB together with LICB and Silverstone Corporation Berhad and their respective subsidiaries on 14 March 2003 Holder(s) : Holder(s) of the Offer Shares HRC : Hot rolled coil steel IAC : This independent advice circular dated 6 March 2009 IAL : The independent advice letter by MIMB, as contained in the IAC Independent Adviser or MIMB : MIMB Investment Bank Berhad, the independent adviser appointed by ACB Joint Offerors : Collectively, LCB and Limpahjaya LCB : Lion Corporation Berhad LCB A Warrants : The new warrants to be issued by LCB pursuant to the Proposed Rights Issue of Warrants LCB B Warrants : The new warrants to be issued by LCB pursuant to the Offer LCB Class A Bonds : Zero-Coupon Redeemable Secured Class A RM denominated bonds issued by LCB on 14 March 2003 with maturity date of 27 February 2009 LCB Class B(a) Bonds : Zero-Coupon Redeemable Secured Class B(a) RM denominated bonds issued by LCB on 14 March 2003 with maturity date of 31 December 2019. LCB Class B(b) Bonds : Zero-Coupon Redeemable Secured Class B(b) RM denominated bonds, issued by LCB on 14 March 2003 with maturity date of 31 December 2020 LCB Class B(a) RCSLS : 5% coupon redeemable convertible secured loan stocks issued by LCB with maturity date of 31 December 2015 LCB Class B(b) RCSLS : 7% coupon redeemable convertible secured loan stocks issued by LCB with maturity date of 31 December 2015 LCB Class B(a) and B(b) : RCSLS Conversion Collectively, the LCB Class B(a) RCSLS Conversion and LCB Class B(b) RCSLS Conversion LCB Class B(a) RCSLS : Conversion The RM1,218,342 NV of LCB Class B(a) RCSLS converted from RM1,251,959 NV of LCB Class B(a) Bonds with PV of RM1,218,342 held by ACB on 27 February 2009 LCB Class B(b) RCSLS : Conversion RM178,769,000 NV of LCB Class B(b) RCSLS converted from RM200,000,000 NV of LCB Class B(b) Bonds with PV of RM178,769,000 held by ACB on 27 February 2009 LCB Class B(c) RCSLS 4.25% coupon redeemable convertible secured loan stocks to be issued by LCB with maturity date of 31 December 2015 : iii iii DEFINITIONS (CONT’D) LCB Group : Collectively, LCB and its subsidiaries LCB RCSLS : Collectively, the LCB Class B(a) RCSLS, LCB Class B(b) RCSLS and LCB Class B(c) RCSLS LCB Scheme : The corporate and debt restructuring scheme of LCB as detailed in the LCB Scheme Circular which is available on Bursa Securities’ website (www.bursamalaysia.com). The LCB Scheme was completed for purposes of implementation on 27 February 2009 LCB Scheme Circular : LCB’s circular to shareholders dated 7 January 2009 in relation to the LCB Scheme LCB Shares : Ordinary share(s) of RM1.00 each in LCB LCB USD Debts : Zero-Coupon Redeemable Unsecured Class B USD denominated consolidated and rescheduled debts of LCB issued on 14 March 2003 with final repayment date of 31 December 2019 LCB Warrants : Collectively, LCB A Warrants and LCB B Warrants LDHB : Lion Diversified Holdings Berhad LICB : Lion Industries Corporation Berhad Limpahjaya : Limpahjaya Sdn Bhd, a wholly-owned subsidiary of LCB Listing Requirements : Listing Requirements of Bursa Securities, including amendments thereto that may be made from time to time LPD : 27 February 2009, being the latest practicable date prior to the despatch of the IAC Market Day : A day on which Bursa Securities is open for the trading of securities Megasteel : Megasteel Sdn Bhd MI : Minority interests MITI : Ministry of International Trade and Industry NA /NL : Net assets/Net liabilities Non-Resident Holder(s) : Holder(s) (including, without limitation, custodians, nominees and trustees) who are citizens or nationals of, or residents in, or have registered addresses in, any jurisdiction outside Malaysia, or are incorporated or registered with, or approved by any authority outside Malaysia Notice : The notice of conditional voluntary take-over offer dated 6 February 2009 which was served on the Board of ACB by the Adviser on behalf of the Joint Offerors in relation to the Offer Offer : The conditional voluntary take-over offer by the Joint Offerors through AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10) existing ACB Shares held iv iv any DEFINITIONS (CONT’D) Offer Document : The offer document dated 27 February 2009 issued by the Adviser on behalf of the Joint Offerors, which sets out, inter alia, the terms and conditions of the Offer Offer Period : The period commencing from 21 May 2008, being the earlier of the date the Joint Offerors make an announcement of a proposed or possible take-over offer under subsection 12(1) or sends a written notice and announcement under subsection 12(3), until:(a) The First Closing Date of the Offer; or (b) The date when the Offer becomes or is declared unconditional as to acceptances, lapses or is withdrawn, if this date is later than the date referred to in paragraph (a) Offer Price : One (1) LCB B Warrant for every ten (10) existing ACB Shares held Offer Shares : The remaining ACB Shares which are not already held by the Joint Offerors PATMI : Profit after taxation and MI Posting Date : 27 February 2009, being the date of despatch of the Offer Document Press Notice : A notice given to at least three (3) daily newspapers circulating generally throughout Malaysia, one of which shall be in the national language and one in English Property Holding Companies : Collectively the following companies:(i) Akurjaya Sdn Bhd, a wholly-owned subsidiary of ACB; (ii) Ayer Keroh Resort Sdn Bhd, a 70% owned subsidiary of ACB; (iii) Bungawang Sdn Berhad, a 70% owned subsidiary of ACB; (iv) Visionwell Sdn Bhd, a 80% owned subsidiary of ACB; (v) Lion Metal Industries Sdn Bhd, a wholly-owned subsidiary of ACB; and (vi) Inverfin Sdn Bhd, a 20% owned associated company of ACB Proposed Rights Issue of Warrants : The proposed issuance of up to 253,610,407 LCB A Warrants to LCB’s existing shareholders on a rights basis of one (1) LCB A Warrant for every four (4) LCB ordinary shares held excluding the 894,408,000 shares issued by LCB on 27 February 2009 pursuant to the LCB Scheme RCSLS : Redeemable convertible secured loan stocks Registrar or Secretarial Communication : Secretarial Communications Sdn Bhd, to whom acceptances of the Offer should be forwarded, whose address and contact number are set out in Section 1.1 of Appendix III of the Offer Document v DEFINITIONS (CONT’D) Relevant Day : The Market Day following the day on which the Offer is:(a) closed; or (b) revised or extended, as the case may be SC : Securities Commission of Malaysia SCA : Securities Commission Act, 1993 and any amendments made thereto from time to time and any regulations made thereunder which are in force for the time being SICDA : Securities Industry (Central Depositories) Act, 1991 TSWC : Tan Sri William H.J. Cheng WAMP : Weighted average market price YTM : Yield to Maturity RM and sen : Ringgit Malaysia and sen respectively Kindly refer to ACB’s announcements on Lion Group’s website (www.lion.com.my) and LCB’s announcements on Bursa Securities’ website (www.bursamalaysia.com) for further development on the CDRS. Words importing the singular shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this IAC to any enactment is a reference to that enactment as for the time being amended or re-enacted. All references to dates and times in this IAC refer to Malaysian dates and times unless otherwise stated. vi vi EXECUTIVE SUMMARY This executive summary highlights the salient information on the Offer. We advise Holders to read the letter from the Board of ACB and the IAL from MIMB to the Holders in relation to the Offer for further information and for the recommendation in relation to the Offer. This IAC should also be read in conjunction with the Offer Document issued by AmInvestment Bank on behalf of the Joint Offerors. 1. INTRODUCTION On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. The LCB Scheme and ACB Scheme were completed for purposes of implementation on 27 February 2009. On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009. You should also have by now received a copy of the Offer Document dated 27 February 2009 which sets out the background, terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to provide independent advice to the Holders in relation to the Offer. 2. PRINCIPAL TERMS OF THE OFFER (i) Offer The conditional voluntary take-over offer by the Joint Offerors through AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10) existing ACB Shares held. (ii) Offer Price The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB Shares held. Based on the issue price of LCB B Warrants of RM0.10 each, the implied offer price for each Offer Share is RM0.01 calculated based on the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held. The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix I of the Notice. vii vii EXECUTIVE SUMMARY (CONT’D) This executive summary the salient information on the Offer. We advise Holders to read (iii) Conditionhighlights of the Offer the letter from the Board of ACB and the IAL from MIMB to the Holders in relation to the Offer for further information for is theconditional recommendation in relation to the Offer. This IAC should be read Theand Offer upon the Joint Offerors receiving by 5.00 pm also (Malaysian in conjunction time) with the Offer Document issued by valid AmInvestment on behalf of the on or before the Closing Date, acceptancesBank (provided that they areJoint not, Offerors. where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled 1. INTRODUCTION to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of On 21 May LCB announced LCB Group proposes to Joint undertake the LCB further2008, acceptance and that that the the Accepting Holder and the Offerors will Scheme.thereafter Simultaneously, a 40.1% owned company LCB(“Shareholding also proposes cease toACB, be bound by any priorassociated acceptances of the ofOffer the ACBCondition”). Scheme. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. The LCB Schemeofand (iv) Duration theACB OfferScheme were completed for purposes of implementation on 27 February 2009. The Offer will remain open for acceptances for twenty-one (21) days from the date of On 6 February 2009, the Jointuntil Offerors, through AmInvestment Bank,orserved theasNotice the Offer Document, 20 March 2009, unless extended revised may on be the Board of ACB, notifying ACB ofand their intentionintoaccordance undertake with the conditional decided by the Joint Offerors announced the Code. voluntary take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix Offer Notice was also sent toasyou a notification to WhereI of thethe Offer hasDocument. become orThe is declared unconditional to in acceptances of the Holders Offer dated on 13 February 2009. the forty-sixth (46th) day from the Posting Date, the Offer any day before will remain open for acceptances for not less than fourteen (14) days from the date on You should also by becomes now received copy of the Offer Document 2009 which thehave Offer and isa declared unconditional whichdated shall,27inFebruary any event, be which sets background, Offer well asDate. the procedures for acceptances daythefrom theasPosting not out laterthe than the sixtiethterms (60th) of and method of settlement of the Offer. Where the Offer has become or is declared unconditional as to acceptances on any The Board ACB on 12 May appointed MIMBDate, as the Adviser to day of after the had forty-sixth (46th)2008 day from the Posting theIndependent Offer will remain open provide for independent advice to the in relation the Offer. acceptances for not lessHolders than fourteen (14)todays from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the seventy-fourth (74th) day from the Posting Date. 2. PRINCIPAL TERMS OF THE OFFER The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m. (i) Offer (Malaysian time) on the sixtieth (60th) day from the Posting Date. The conditional voluntary take-over offer by the Joint Offerors through Method of Settlement AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and allotment (1) having LCB Bbecome Warrantorathaving an issue price of RM0.10 every ten (10) Subject to of theone Offer been declared whollyfor unconditional as existing ACB Shares held. to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B Warrants into the CDS account of the Accepting Holder within twenty(ii) Offer Price one (21) days from the Closing Date of the Offer in respect of acceptances which are received and are complete in all respects by that date. The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB held. Based the issue of Offer LCB is B set Warrants RM0.10IV each, the FurtherShares information on theon salient termsprice of the out in of Appendix of this implied offer price for each Offer Share is RM0.01 calculated based on the exchange IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held. Offer Document. (v) 3. The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix I ofCONSIDERATIONS the Notice. SALIENT BY MIMB In arriving at the recommendation whether to reject or accept the Offer, MIMB has considered primarily the following salient considerations:(i) Based on the proforma consolidated NL as at 30 June 2008, the ACB’s total asset value is not expected to be sufficient to meet its total debt obligation. Accordingly, ACB shareholders may not be able to recover their investments in ACB due to the deficit shareholders’ funds position; vii viii viii EXECUTIVE SUMMARY (CONT’D) This executive summary highlights the salient on the We advise to read (ii) It is unlikely that ACB will beinformation able to declare anyOffer. dividends to the Holders shareholders of the letter from the Board ACB and the MIMB to the Holders to the and Offer for ACB untilofand unless it isIAL ablefrom to fully redeem/repay all ofinitsrelation ACB Bonds ACB further information for the recommendation in wholly-owned relation to the Offer. ThisACB IAC should SPVand Debts issued by ACB and its subsidiary, SPV; also be read in conjunction with the Offer Document issued by AmInvestment Bank on behalf of the Joint Offerors.(iii) Even if the Offer is unsuccessful, it would be unlikely that ACB would be able to seek a re-listing on Bursa Securities; 1. INTRODUCTION (iv) There is no assurance that the Joint Offerors (or any other parties) would extend a On 21 May 2008,toLCB announced that the LCBinGroup proposes undertake the LCB new offer acquire the remaining shares ACB not held bytothe Joint Offerors (or Scheme.any Simultaneously, other parties); ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme. Additionally, LCB had on the same date announced the Offer which is conditional upon who the LCB Scheme, which turnand is inter-conditional the ACB after Scheme. (v) Holders choose to reject the in Offer remain as ACBwith Shareholders the The LCB Scheme and Scheme were not completed of implementation on the 27 completion of ACB this Offer should expect for anypurposes immediate improvement in Februaryfinancial 2009. position of ACB; 4. On 2009,Offer the Joint through AmInvestment Bank, aserved the Notice on (vi) 6 February The implied PriceOfferors, of RM0.01 per Offer Share represents significant premium the Board of the ACB, notifying ACB of their intention the conditional voluntary over proforma consolidated NL of ACB astoat undertake 30 June 2008 of 6.19 sen per share; take-overand offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009. Rights Issue of Warrants, LCB Shareholders will be paying (vii) Pursuant to the Proposed the same price for the warrants in LCB as the price offered to the Holders. You should also have by now received a copy of the Offer Document dated 27 February 2009 which sets out the background, terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. RECOMMENDATION 2. The of ACB had onof12 May 2008 appointed MIMB as the Independent Adviser to 4.1 Board Recommendation MIMB provide independent advice to the Holders in relation to the Offer. After having performed an independent evaluation of the Offer, MIMB is of the view that the Offer is fair and reasonable. Accordingly, we recommend to all Holders to PRINCIPAL TERMS OF THE OFFER ACCEPT the Offer. (i) 4.2 Offer Recommendation of the Board of ACB The voluntary take-over offer the by recommendation the Joint Offerors through Basedconditional on the salient considerations and upon by MIMB, the AmInvestment Bank to acquire the to Offer Shares to toACCEPT be satisfied the issue and Board of ACB wishes to recommend all Holders the by Offer. allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10) existing As at LPD, Tan ACB Siak Shares Tee hasheld. indicated his intention to ACCEPT the Offer in respect of his direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC. (ii) Offer Price 5. TENTATIVE TIMETABLE The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB Shares held. Based on the issue price of LCB B Warrants of RM0.10 each, the offer price for each Offer Share is RM0.01 calculated based on the exchange Noticeimplied of the Offer 6 February 2009 ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held. Date of despatch of the Offer Document 27 February 2009 The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix I ofofthe Notice. Issuance this IAC 6 March 2009 Closing date of the Offer (unless otherwise revised or extended) vii ix ix 20 March 2009 TABLE OF CONTENT PAGE PART A LETTER FROM THE BOARD OF ACB 1. INTRODUCTION 1 2. DETAILS OF ACCEPTANCES 2 3. BOARD OF ACB’S COMMENTS 2 4. BOARD OF ACB’S RESPONSIBILITY 4 5. RECOMMENDATION BY THE BOARD OF ACB 5 PART B INDEPENDENT ADVICE LETTER FROM MIMB 1. INTRODUCTION 6 2. PRINCIPAL TERMS OF THE OFFER 7 3. DETAILS OF ACCEPTANCES 8 4. LIMITATIONS 9 5. RATIONALE OF THE OFFER 10 6. FUTURE PLANS FOR THE ACB GROUP 13 7. FINANCIAL EVALUATION OF THE OFFER 15 8. INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUP AND THE LCB GROUP 21 9. IMPLICATIONS ON THE ACCEPTANCE OR REJECTION OF THE OFFER 26 10. FURTHER INFORMATION 27 11. CONCLUSION AND RECOMMENDATION 28 APPENDICES I INFORMATION ON ACB 29 II INFORMATION ON LCB 41 III INFORMATION ON LIMPAHJAYA 51 IV SALIENT TERMS OF THE OFFER 55 V FURTHER INFORMATION 61 x PART A LETTER FROM THE BOARD OF ACB AMSTEEL CORPORATION BERHAD (20667-M) (Incorporated in Malaysia) Registered Office: Level 46, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur 6 March 2009 Board of Directors: Jen Tan Sri Dato’ Zain Mahmud Hashim (b) (Chairman) Tan Sri William H.J. Cheng Lt Jen (B) Datuk Seri Abdul Manap bin Ibrahim M. Chareon Sae Tang @ Tan Whye Aun Tan Siak Tee To: The Holders of the Offer Shares Dear Sir/Madam, CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES HELD 1. INTRODUCTION On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is interconditional with the ACB Scheme. The CDRS were completed for purposes of implementation on 27 February 2009. On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009. You should also have by now received a copy of the Offer Document dated 27 February 2009 which sets out the background, terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. 1 The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to provide independent advice to the Holders in relation to the Offer. The SC had consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March 2009, the SC had given its consent to the despatch of this IAC pursuant to the disclosure requirements of the Code. In this letter, we highlight the relevant information relating to the Offer and provide you with our views on the Offer and the recommendation of MIMB. However, all views and recommendation of the Board of ACB represented in this letter do not include that of TSWC (who is a substantial shareholder and Director of LCB and Limpahjaya) and M. Chareon Sae Tang @ Tan Whye Aun (who is a Director of LCB) who are deemed interested in the Offer. In this regard, TSWC and M. Chareon Sae Tang @ Tan Whye Aun have abstained from making any recommendation. 2. DETAILS OF ACCEPTANCES There are no other Holders who have already accepted or have provided irrevocable undertakings to accept the Offer in respect of their holdings in the Offer Shares as at LPD. To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware of any other acceptance of the Offer or any other irrevocable undertaking given to accept the Offer by any Holder. 3. BOARD OF ACB’S COMMENTS 3.1 Rationale of the Offer The Board of ACB has taken note of the rationale for the Offer as disclosed in the Offer Document, which is extracted as follows:(i) The ACB Group is implementing the Proposed ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV, pursuant to the GWRS. (ii) Simultaneously, the LCB Group is also implementing the Proposed LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued by LCB pursuant to the GWRS. (iii) The Offer is undertaken to provide an avenue for the Holders to realise their investments in ACB (which was delisted on 11 October 2007) by way of an exchange of their shareholdings in ACB for the LCB B Warrants proposed to be listed on the Main Board of Bursa Securities. The ACB Scheme and the LCB Scheme were completed for purposes of implementation on 27 February 2009. After considering the various implications raised by the Independent Adviser as set out in Section 5 of the IAL, we concur that the Offer offers the Holders with a timely opportunity for them to convert their investments in ACB into a more liquid and marketable equity investment which is capable of being realised in the open market. 2 3.2 Future plans of the Joint Offerors for ACB Based on Section 6 of the Offer Document, we take note that the future plans of the Joint Offerors for ACB Group and its employees are extracted as follows:(a) Continuation of the ACB Group’s Business and Major Changes to the ACB Group’s Business The Joint Offerors have no intention to liquidate ACB and they have no intention to make any major changes to the structure of the ACB Group within six (6) months from the date of this Offer Document. However, pursuant to the Proposed ACB Scheme undertaken to address the debt obligation of the ACB Group, the ACB Group proposes, inter-alia, the following:(a) Proposed Disposal of Property Holding Companies; and (b) Proposed Divestment of the Other Assets. Subsequent to the above-mentioned Proposed Disposal of Property Holding Companies and Proposed Divestment of the Other Assets, ACB’s principal activities will eventually no longer be in property development and management and its core assets will be investment in the LCB Class B(b) Bonds and LCB Class B(b) RCSLS. These investments are and will be charged to its lenders and the proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts. Within six (6) months from the date of this Offer Document, LCB may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group where necessary. Other disposals or re-deployment of the ACB Group’s remaining assets after the Proposed ACB Scheme may be undertaken to rationalise business activities and/or direction or to improve the utilisation of resources. (b) Employees of the ACB Group Within six (6) months from the date of this Offer Document, the Joint Offerors do not intend to dismiss or make redundant the employees of the ACB Group as a direct consequence of the Offer. However, it should be noted that some changes in staff employment and/or re-deployment may take place as a result of any rationalisation of business activities and/or direction, or to further improve the efficiency of operations and optimise staff productivity. As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have no knowledge of and have not entered into any negotiations or arrangements or understanding whatsoever with any third party with regards to any change in the ACB’s businesses, assets or equity structure. After considering the Joint Offerors’ future plans for the ACB Group, we concur with the Independent Adviser’s comments that ACB will no longer be involved in the property development and management business since the remaining core assets of ACB comprises mainly LCB Class B(b) Bonds and LCB Class B(b) RCSLS. 3 3.3 Listing Status of ACB and Compulsory Acquisition The ACB Shares were delisted from the Main Board of Bursa Securities on 11 October 2007. Currently, the Joint Offerors do not intend to seek a re-listing of ACB Shares on Bursa Securites. In view that the Joint Offerors have no intention to seek a re-listing of ACB Shares on Bursa Securities upon the completion of the Offer, we concur with the Independent Adviser’s view that ACB shareholders is expected to be in a better position by accepting the Offer to exchange their ACB Shares for LCB B Warrants, which is a marketable security, upon listing on the Main Board of Bursa Securities. The Board of Directors of ACB has noted that the Joint Offerors intend to invoke the provisions of Section 34 of the SCA to compulsorily acquire any remaining Offer Shares from the Holders who had elected not to accept the Offer, as detailed in Section 4.2 of the Offer Document and in Section 9.3 of the IAL. Accordingly, we wish to highlight that Holders who reject the Offer would be subject to a compulsory acquisition by the Joint Offerors if they receive acceptances in respect of not less than ninety percent (90%) of the Offer Shares (other than shares already held at the date of the Notice by the Joint Offerors or by a nominee for or a related corporation of the Joint Offerors) within four (4) months after making the Offer. Nonetheless, Holders of the Offer Shares which are compulsorily acquired will receive the same consideration as that specified in the Offer. 3.4 Financial Evaluation After careful consideration of the financial evaluation of the Offer by MIMB, as set out in Section 7 of the IAL contained in Part B of this IAC, we concur that the Offer appears to be reasonable to the Holders after considering the following factors:- 3.5 (i) The implied Offer Price of RM0.01 per Offer Share represents a significant premium over the proforma consolidated shareholders’ NL of ACB as at 30 June 2008 of 6.19 sen per share; and (ii) Pursuant to the Proposed Rights Issue of Warrants, the LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders. Prospects of the ACB Group Pursuant to the ACB Scheme, the ACB Group’s property division will cease to be the main income contributor. In the next 12 months, the ACB Group’s main source of income would be from the ACB Group’s investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS. 4. BOARD OF ACB’S RESPONSIBILITY The responsibility statement of the Board of ACB is set out in Section 1 of Appendix V of this IAC. The views of the Board of ACB contained in this IAC are to the Holders at large and not meant for any Holder individually. Hence, the Board of ACB has not given any regard to the specific investment objectives, financial objectives, financial situation and particular needs of any Holders. 4 5. RECOMMENDATION BY THE BOARD OF ACB The recommendation by the Board of ACB is made after considering the factors as discussed above and the evaluation and recommendation of the Offer by the Independent Adviser as set out in Part B of this IAC. After careful consideration, the Board of ACB CONCURS with the evaluation and recommendation of MIMB that the Offer appears fair and reasonable having taken into consideration the following key factors as set out in the IAL:(i) Based on the proforma consolidated NL as at 30 June 2008, the ACB’s total asset value is not expected to be sufficient to meet its total debt obligation. Accordingly, ACB shareholders may not be able to recover their investments in ACB due to the deficit shareholders’ funds position; (ii) It is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV; (iii) Even if the Offer is unsuccessful, it would be unlikely that ACB would be able to seek a re-listing on Bursa Securities; (iv) There is no assurance that the Joint Offerors (or any other parties) would extend a new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other parties); (v) Holders who choose to reject the Offer and remain as ACB Shareholders after the completion of this Offer should not expect any immediate improvement in the financial position of ACB; (vi) The implied Offer Price of RM0.01 per Offer Share represents a significant premium over the proforma consolidated NL of ACB as at 30 June 2008 of 6.19 sen per share; and (vii) Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders Based on the above and upon the recommendation by MIMB, the Board of ACB wishes to recommend to all Holders to ACCEPT the Offer. As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC. We advise the Holders to consider carefully all other information as contained in the Offer Document and this IAC which also include the opinion and recommendation of the Independent Adviser, as disclosed in the IAL in Part B of this IAC, before making a decision on the course of action to be taken. Yours faithfully For and on behalf of AMSTEEL CORPORATION BERHAD JEN TAN SRI DATO’ ZAIN MAHMUD HASHIM (b) CHAIRMAN 5 PART B INDEPENDENT ADVICE LETTER FROM MIMB INVESTMENT BANK BERHAD Date: 6 March 2009 Date: Date: 66 March March 2009 2009 Date: 6 March 2009 Date: Date: 6To: March 2009 2009 of the Offer Shares 6 March The To: The Holders Holders of To: The Holders of the the Offer Offer Shares Shares To: The Holders of the Offer Shares To: The Holders of the Offer Shares To: The Holders of the Offer Shares Dear Sir/Madam, Dear Sir/Madam, Dear Sir/Madam, Dear Sir/Madam, Dear Sir/Madam, Dear Sir/Madam, CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY JOINT OFFERORS CONDITIONAL VOLUNTARY BANK TAKE-OVER OFFER THE BY THE THE JOINT OFFERORS THROUGH AMINVESTMENT TO ACQUIRE OFFER SHARES TO BE CONDITIONAL VOLUNTARY BANK TAKE-OVER OFFER THE BY THE JOINT OFFERORS THROUGH AMINVESTMENT TO ACQUIRE OFFER SHARES TO BE CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN THROUGH AMINVESTMENT BANK TOEXISTING ACQUIRE THE OFFER SHARES TO BE ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) ACB SHARES HELD SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES HELD SATISFIED BY ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN ISSUE PRICE OFTHE RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES SATISFIED THE ISSUE AND ALLOTMENT OF ONE LCB BHELD WARRANT AT AN ISSUE PRICE OF BY RM0.10 FOR EVERY TEN (10) EXISTING ACB(1) SHARES HELD ISSUE PRICE OF RM0.10 FOR FOR EVERY TEN (10) EXISTING ACB ACB SHARES HELD ISSUE PRICE OF RM0.10 EVERY TEN (10) EXISTING SHARES HELD 1. INTRODUCTION 1. INTRODUCTION 1. INTRODUCTION 1. INTRODUCTION 1. INTRODUCTION 1. On 1.1 21INTRODUCTION May 2008, LCB announced that the LCB Group proposes to undertake the LCB 1.1 On 2008, LCB announced that the proposes to undertake the LCB 1.1 On 21 21 May May 2008, its LCB announced that the LCB LCB Group Group proposes toand undertake the Debts LCB Scheme to address debt obligations to redeem/repay the LCB Bonds LCB USD 1.1 On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts 1.1 1.1Scheme On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of Scheme to address its debt obligations to redeem/repay LCBowned Bondsassociated and LCB company USD Debts issued pursuant to the GWRS. Simultaneously, ACB, aa the 40.1% of Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued pursuant to the GWRS. Simultaneously, ACB, 40.1% owned associated company ofDebts Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme to its debt obligations to redeem/repay the ACB issued pursuant toSPV the GWRS. Simultaneously, ACB, a 40.1% owned associated company of of LCB also proposes theto ACB Scheme to address address its debt obligations toowned redeem/repay thecompany ACB issued pursuant the GWRS. Simultaneously, ACB, aThe 40.1% associated Bonds and ACB Debts issued pursuant to the GWRS. LCB Scheme and the ACB LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issuedScheme pursuant to the GWRS. The LCB Scheme and LCB also proposes the ACB to address its debt obligations to redeem/repay the ACB Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on same Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on the ACB same Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on same Bonds ACB SPV issued tothe the Additionally, GWRS. The LCB LCB had Scheme and the ACB date announced the Offer which is conditional upon Scheme, which in turn is interScheme shalland collectively beDebts referred to aspursuant the “CDRS”. on the same date announced the Offer which is conditional upon the LCB LCB Scheme, which in turn is interScheme shallwith collectively be referred to asThe the “CDRS”. Additionally, LCB had onhad the same date announced the the OfferACB which is referred conditional upon LCB Scheme, which in purposes turn ison interScheme shall collectively be to as the the “CDRS”. Additionally, LCB the same conditional Scheme. CDRS was completed for of date announced the Offer which is conditional upon the LCB Scheme, which in turn is interconditional with the ACB Scheme. The CDRS was completed for of date announced the27 Offer whichwhich is conditional the LCB Scheme, which in purposes turninisturn interconditional with the ACB Scheme. The upon CDRS was completed forwhich purposes of date announced the Offer is conditional upon the LCB Scheme, is interimplementation on February 2009. conditional with theFebruary ACB 2009. Scheme. The CDRS was completed for purposes of implementation on 27 conditional with theFebruary ACB Scheme. The CDRS was completed for purposes of implementation on with 27 2009. conditional the ACB implementation on 27 February 2009. Scheme. The CDRS was completed for purposes of implementation on 27 February 2009. on 27 February 2009. On 66 implementation February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on On February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on the of ACB, of their intention to undertake the conditional voluntary On 6Board February 2009,notifying the JointACB Offerors, through AmInvestment Bank, served the Notice on the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on on the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out theAppendix Board of IACB, notifying ACB Shares of their intention toPrice. undertake theyou voluntary take-over offer toofthe acquire theDocument. Offer the Offer Aundertake copy ofconditional the Notice is set voluntary out the Board ACB, notifying ofat their intention tosent the in Offer The was also to in aaconditional notification to take-over offer to the acquire theDocument. Offer ACB Shares atNotice the Offer Price. A copy of the Notice is set out in Appendix II of of Offer The Notice was also sent to you in notification to take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix of the Offer Document. The Notice was also sent to you in a notification toset out take-over offer to acquire the OfferThe Shares at the Offer Price. Ayou copyinofa the Notice is Holders dated 13 February 2009. in Appendix I of the Offer Document. Notice was also sent to notification to Holders dated 13 February 2009. in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009. in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009. Holders dated 13 February 2009. Holders dated 13by February 2009. a copy of the Offer Document dated 27 February 2009 You should also have now received You should also have by aa copy of Document dated 2009 You should alsothe have by now now received received copy of the the Offer Offer Document dated 27 27 February February 2009 which sets out background, terms of the Offer well as the procedures acceptances You should alsothe have by now received a copy of theas Offer Document dated 27for February 2009 which sets out background, terms of the Offer as well as the procedures for acceptances You should also have by now received a copy of the Offer Document dated 27 February 2009 2009 which sets out the background, terms of the Offer as well as the procedures for acceptances You should also have by now received a copy of the Offer Document dated 27 February and method of settlement of the Offer. which sets out the background, terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. which sets out the terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. which sets outbackground, the background, and method of settlement of the Offer.terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer. and method of settlement of Code, the Offer. 1.2 Pursuant to Section 15 of the the Board of ACB had appointed MIMB as the 1.2 Pursuant Section 15 of the the of ACB had MIMB as the 1.2 Pursuant to to Adviser Section to 15 the of Holders the Code, Code, the Board Board of Offer ACB on had12 appointed appointed MIMB as had the Independent in relation to the May 2008. The SC 1.2 Pursuant to Adviser Section to 15 the of Holders the Code, the Board of Offer ACB on had12 appointed MIMB as had the Independent in relation to the May 2008. The SC 1.2 1.2Independent Pursuant to Section 15 of the Code, the Board of ACB had appointed MIMB as theas the Adviser to the Holders in relation to the Offer on 12 May 2008. The SC had Pursuant toappointment Section 15 ofMIMB thein Code, theto Board of 23 ACB had appointed MIMB consented to the of vide its letter dated February 2009. On 5 March Independent Adviser to the Holders relation the Offer on 12 May 2008. The SC had consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March Independent Adviser to the Holders in relation to the Offer on 12 May 2008. The SC had consented to the appointment of vide its letterof dated February Ondisclosure 5 The March Independent Adviser toconsent theMIMB Holders indespatch relation to the 23 Offer on 12 2009. May 2008. SC had 2009, the SC had given its to the this IAC pursuant to the consented to the appointment of MIMB vide its letterof dated 23 February 2009. Ondisclosure 5 March 2009, the SC had given its consent to the despatch this IAC pursuant to the consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March 2009, the SC had given its consent to the despatch of this IAC pursuant to the disclosure consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March requirements the Code. consent of the SC for of this does not 2009, the SC of had given its The consent to the despatch of the this despatch IAC pursuant to IAC the disclosure requirements of the Code. The consent of the SC for the despatch of this IAC does not 2009, the SC had given its consent to the despatch of this IAC pursuant to the disclosure requirements of the Code. The consent of the SC for the despatch of this IAC does not 2009, the had given itsconsent consent the despatch this IACofpursuant tocontained the disclosure imply that the SC concurs with the views and recommendation MIMB requirements of SC the Code. The oftothe SC for theofdespatch IAC does not imply that the SC concurs with the views recommendation of this MIMB contained requirements of the The consent ofprepared theand for the of this does imply that the SC concurs with the views and recommendation MIMB requirements ofCode. the Code. The consent ofSC the SCcompliance fordespatch the despatch ofIAC thiscontained IAC not does not herein but only that this IAC has been in with the provisions of imply that the SC concurs with the views and recommendation of MIMB contained herein but that this IAC has been prepared in with the provisions of imply that the SC concurs with the views and recommendation of MIMB contained herein but only only that this concurs IAC haswith been prepared in compliance compliance with the provisions of imply that the SC the views and recommendation of MIMB contained the Code. herein but only that this IAC has been prepared in compliance with the provisions of the Code. herein but only prepared in compliance with the of of the Code. herein but that only this thatIAC this has IACbeen has been prepared in compliance withprovisions the provisions the Code. the Code. the Code. 66 6 6 6 6 The purpose of this IAL is to provide the Holders with relevant information on the Offer and our independent evaluation of the terms and conditions of the Offer together with our recommendation thereon, subject to the scope of our role and evaluation specified herein. Our IAL is solely for the use of the Holders for the purpose of considering the Offer and should not be used or relied upon by any other party. 1.3 We advise the Holders to read this IAC carefully together with the Offer Document and consider carefully the recommendation contained herein before taking any action. This IAC does not constitute the Offer or any part thereof. If you have any doubt as to what course of action you should take in relation to the Offer, please consult an appropriate independent professional adviser immediately. 2. PRINCIPAL TERMS OF THE OFFER The principal terms of the Offer, as extracted from the Offer Document, are reproduced as follows:(i) Offer Price The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB Shares held. Based on the issue price of LCB B Warrants of RM0.10 each, the implied offer price for each Offer Share is RM0.01 calculated based on the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held. In the event ACB declares, makes or pays any dividend and/or other distributions after the date of the Offer Document but prior to the close of the Offer which the Joint Offerors are not entitled to retain, the consideration for each Offer Share shall be reduced by the quantum of the net dividend and/or other distributions declared, made or paid. Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient or to be in the best interest of the Joint Offerors. Holders of the Offer Shares may accept the Offer in respect of all or part of their Offer Shares. The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix I of the Notice. (ii) Conditions of the Offer The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer. 7 (iii) Duration of the Offer The Offer will remain open for acceptances for twenty-one (21) days from the date of the Offer Document, until 20 March 2009, unless extended or revised as may be decided by the Joint Offerors and announced in accordance with the Code. Where the Offer has become or is declared unconditional as to acceptances of the Offer on any day before the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the sixtieth (60th) day from the Posting Date. Where the Offer has become or is declared unconditional as to acceptances on any day after the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the seventy-fourth (74th) day from the Posting Date. The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m. (Malaysian time) on the sixtieth (60th) day from the Posting Date. (iv) Method of Settlement Subject to the Offer having become or having been declared wholly unconditional as to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B Warrants into the CDS account of the Accepting Holders within twentyone (21) days from the Closing Date of the Offer in respect of acceptances which are received and are complete in all respects by that date. Further information on the salient terms of the Offer is set out in Appendix IV of this IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the Offer Document. 3. DETAILS OF ACCEPTANCES As at LPD, the Joint Offerors have not received any irrevocable undertaking from any of the Holders to accept the Offer. To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware of any other acceptance of the Offer or any other irrevocable undertaking given to accept the Offer by any Holder. [The rest of this page has been intentionally left blank] 8 4. LIMITATIONS 4.1 Our scope as Independent Adviser is limited to expressing a recommendation on the Offer, subject to the other limitations expressed herein, based on and in reliance upon the information, confirmations, representations and documents provided to us by ACB and as contained in the Offer Document, as well as other publicly available information for which we have not independently verified. 4.2 We have also obtained written confirmation from the Board of ACB that:- 4.3 (a) the contents of this IAL have been reviewed, considered and approved by the Directors of ACB and they individually and collectively and individually accept full responsibility for the accuracy of the information provided by ACB in this IAL. (b) the Board of ACB also confirms that it has taken all reasonable care to ensure that the information provided by ACB in this IAL, is fair and accurate and that there are no facts, the omission of which would make any statement or information herein misleading in any material respect. (c) all material facts and information required for the purpose of our evaluation of the Offer have indeed been disclosed to us by ACB, as requested and that there are no facts or information, the omission of which would make any such information or representation supplied to us misleading in any material respect. We have evaluated the Offer and in rendering our recommendation or views, we have only taken into consideration pertinent matters which we believe are of general importance to the assessment of the implications of the Offer and would be of relevance and general concern to the Holders as a whole. As such, our advice as contained in this IAL is addressed to the Holders at large and not to any particular individual Holder. Accordingly, in providing this advice, we have not given any regard to the specific investment objectives, financial objectives, financial situation and particular needs of any individual Holder or any specific group of Holders who may require advice in the context of their individual investment objectives. We recommend that any individual Holder who requires specific advice within the context of their individual objectives, financial situation and particular needs to consult their stockbroker, bank manager, solicitor, accountant or other professional advisers. 4.4 In our assessment and evaluation of the Offer, we have taken into consideration the following factors in forming our opinion:(i) Rationale for the Offer; (ii) Future Plans for the ACB Group; (iii) Financial Evaluation of the Offer; (iv) Industry Overview and Prospects of the ACB Group and the LCB Group; and (v) Implications on the Acceptance or Rejection of the Offer. 9 5. RATIONALE OF THE OFFER We have considered the rationale for the Offer as disclosed in Section 3 of the Offer Document, which is extracted as follows:“The ACB Group is implementing the Proposed ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV, pursuant to the GWRS. Simultaneously, the LCB Group is also implementing the Proposed LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued by LCB pursuant to the GWRS. The Proposed ACB Scheme and the Proposed LCB Scheme is expected to be completed by end February 2009. The Offer is undertaken to provide an avenue for the Holders to realise their investments in ACB (which was delisted on 11 October 2007) by way of exchanging their shareholdings in ACB for the LCB B Warrants proposed to be listed on the Main Board of Bursa Securities.” MIMB’s Commentary:5.1 ACB in Shareholders’ Fund Deficit Position We wish to recap on the financial condition of the ACB Group for the past four (4) financial years up to 30 June 2008 as follows:- Note:(i) The revenue for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude discontinued operations of RM121 million and RM118 million respectively. (ii) The PAT/(LAT) for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude loss on discontinued operations of RM81 million and RM28 million respectively. Source: ACB Scheme Circular The financial performance of the ACB Group has deteriorated significantly over the last four (4) financial years. Particularly, for the FYE 30 June 2008, ACB has registered an audited loss after tax of RM42 million while its audited shareholders’ funds had declined to RM1 million or approximately 0.07 sen per ACB Share. 10 Given the weak financial standing of ACB, the ACB Scheme was recently implemented to allow ACB to continue as a going concern and address its debt obligations. The ACB Scheme was also intended to raise cash for the redemption and/or repayment of ACB’s debt obligations, which are mainly in the form of ACB Bonds and ACB SPV Debts. As part of the ACB Scheme, ACB has successfully negotiated with its lenders to revise certain terms and conditions of its debt obligations, which would allow ACB and ACB SPV to meet their debt redemption/repayment schedule on a timely manner. Holders should note that upon completion of the ACB Scheme, ACB’s shareholders’ funds are negatively impacted resulting from the realisation of certain losses arising from the Disposal of LCB Class B(b) Bonds and Disposal of Property Holding Companies. The proforma effects of the ACB Scheme on the consolidated shareholders’ funds of ACB, as extracted from ACB Scheme Circular, are as follows:Audited as at 30 June 2008 RM’000 1,331,175 Proforma I RM’000 1,331,175 Proforma II RM’000 1,331,175 Proforma III RM’000 1,331,175 Proforma IV RM’000 1,331,175 230,188 230,188 230,188 230,188 230,188 (1,560,374) (1,495,049) (1,605,532) (1,688,341) (1,643,764) Shareholders’ funds 989 66,314 (44,169) (126,978) (82,401) NA(NL) per share (sen) 0.07 4.98 (3.32) (9.54) (6.19) Total Borrowings 2,677,069 2,779,834 2,216,340 1,432,310 1,273,127 2,707 42 N/A N/A N/A Share Capital Share Premium Reserves Gearing (times) Source: ACB Scheme Circular Notes:Proforma I : Adjusted present value to 28/02/2009 Proforma II : After Proforma I and Disposal of LCB Class B(b) Bonds Proforma III : After II and Disposal of Property Holding Companies Proforma IV : After III and LCB Class B(a) and B(b) RCSLS Conversion The Disposal of LCB Class B(b) Bonds, Disposal of Property Holdings Companies and LCB Class B(a) and B(b) RCSLS Conversion are components of the ACB Scheme As shown in the table above, whilst the ACB Group’s borrowings would be reduced from RM2.677 billion to RM1.273 billion, the proforma shareholders’ funds of ACB as at 30 June 2008, assuming that the effects of the ACB Scheme is fully incorporated, would be in a deficit position of RM82.4 million. The proforma consolidated shareholders’ funds of ACB would decline from 0.07 sen to a deficit position of 6.19 sen per share. Essentially, should ACB be wound-up, ACB’s total asset value, comprising mainly LCB Class B(b) Bonds and LCB Class B(b) RCSLS would not be sufficient to meet its total debt obligation. Accordingly, ACB shareholders would not be able to recover their investments in ACB due to the deficit shareholders’ funds position. 11 11 5.2 ACB’s Inability to Pay Dividends We note that the ACB Group’s proforma debt obligations as at 30 June 2008 after the full implementation of the ACB Scheme stood at RM1,273.1 million. Pursuant to the ACB Scheme, the lenders of ACB have agreed to revise the terms of the ACB Bonds/SPV Debts and ACB Debts (save for the ACB Class C Bonds/Debts) to reflect lower yield to maturity and/or longer maturity period, as follows:Before Revised Terms ACB A (1) Bonds ACB A (2) Bonds ACB (1) SPV Debts ACB (2) SPV Debts Maturity Date: 31 December 2007 Maturity Date : 31 December 2011 ACB B(a) Bonds ACB B(b) Bonds ACB B SPV Debts – TI ACB B SPV Debts – TII YTM: 4.00% - 7.75%. Maturity Date: 31 December 2010 YTM: reduced by 0.75% Maturity Date: 31 December 2014 ACB A (1) Debts ACB A (2) Debts Maturity Date: 31 December 2007 Maturity Date: 31 December 2011 ACB B Debts YTM: 4.25%. Maturity Date: 31 December 2010 YTM: Reduced by 0.75% Maturity Date: 31 December 2014 Following the Disposal of Property Holding Companies, the ACB Group’s income source will only be from its remaining investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS held by ACB after the completion of the ACB Scheme. In view of the sizable debts owing by ACB to its lenders, it is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its whollyowned subsidiary, ACB SPV. In any case, upon the maturity of the LCB Class B(b) Bonds and LCB Class B(b) RCSLS in 2020 and 2015 respectively, ACB shall cease to have any more core assets and income source. 5.3 ACB Shares have Minimal Marketable Value ACB Shares has been delisted from the Official List of Bursa Securities since 11 October 2007, after a prolonged suspension on the trading of ACB Shares since 16 February 2007. Hence, the Holders have been deprived of an avenue to realise their investments in the open market since early 2007. Whilst there is no certainty of the market value of the LCB B Warrants upon listing of such warrants on Bursa Securities, the Offer essentially provides the Holders with an immediate opportunity to convert their investment in ACB into a marketable convertible security, in the form of LCB B Warrants. With the present financial condition of ACB, even if the Offer is unsuccessful, it would be unlikely that ACB would be able to seek a re-listing on Bursa Securities. 12 12 5.4 The Offer is not a Mandatory Obligation It is pertinent to understand that the present Offer made by the Joint Offerors does not arise from a mandatory obligation to extend an offer to all shareholders of ACB as a consequence of the ACB Scheme. The Offer constitutes a voluntary take-over offer by the Joint Offerors to provide an avenue to the Holders to realise their investments in ACB by exchanging their shares in ACB for LCB B Warrants. Apart from this Offer, there is presently no other competing offers by any other parties. After this Offer, there is no assurance that the Joint Offerors (or any other parties) would extend a new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other parties). Holders of ACB Shares should therefore consider this Offer carefully as an opportunity to exit your investments in ACB, which would otherwise continue to be an illiquid stock as ACB is no longer a listed entity. 6. FUTURE PLANS FOR THE ACB GROUP 6.1 Listing Status of ACB The ACB Shares were delisted from the Main Board of Bursa Securities on 11 October 2007. The Joint Offerors have stated in the Offer Document that they do not intend to seek a re-listing of ACB Shares on Bursa Securities. 6.2 The Joint Offerors’ plans for the ACB Group We have taken cognizance of the intentions of the Joint Offerors for the ACB Group, as detailed in Section 6 of the Offer Document and extracted as follows:-. (a) Continuation of the ACB Group’s Business and Major Changes to the ACB Group’s Business The Joint Offerors have no intention to liquidate ACB and they have no intention to make any major changes to the structure of the ACB Group within six (6) months from the date of this Offer Document. However, pursuant to the Proposed ACB Scheme undertaken to address the debt obligation of the ACB Group, the ACB Group proposes, inter-alia, the following:(a) Proposed Disposal of Property Holding Companies; and (b) Proposed Divestment of the Other Assets. Subsequent to the above-mentioned Proposed Disposal of Property Holding Companies and Proposed Divestment of the Other Assets, ACB’s principal activities will eventually no longer be in property development and management and its core assets will be investment in the LCB Class B(b) Bonds and LCB Class B(b) RCSLS. These investments are and will be charged to its lenders and the proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts. 13 13 Within six (6) months from the date of this Offer Document, LCB may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group where necessary. Other disposals or redeployment of the ACB Group’s remaining assets after the Proposed ACB Scheme may be undertaken to rationalise business activities and/or direction or to improve the utilisation of resources. (b) Employees of the ACB Group Within six (6) months from the date of this Offer Document, the Joint Offerors do not intend to dismiss or make redundant the employees of the ACB Group as a direct consequence of the Offer. However, it should be noted that some changes in staff employment and/or re-deployment may take place as a result of any rationalisation of business activities and/or direction, or to further improve the efficiency of operations and optimise staff productivity. As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have no knowledge of and have not entered into any negotiations or arrangements or understanding whatsoever with any third party with regards to any change in the ACB’s businesses, assets or equity structure. MIMB’s Commentary Based on the Joint Offerors’ statement on the future plans for the ACB Group, we take note that there is no intention to liquidate ACB or make changes to the structure of the ACB Group. As such, Holders who reject the Offer and remain as ACB Shareholders should note that there is no immediate risk of ACB being liquidated, which would have resulted in no recovery of your investments in ACB Shares, in view of the fact that the shareholders’ funds of ACB is in a deficit position. Whilst there is the possibility that the Joint Offerors may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group, the Joint Offerors have only indicated that the reorganisations would involve the disposals or re-deployment of ACB’s remaining assets. No concrete plans for the redeployment of assets have been proposed by the Joint Offerors at this juncture. It is also not apparent that the Joint Offerors have any intention to introduce new business(es) into ACB in order for it to return to profitability. Accordingly, Holders who choose to reject the Offer and remain as ACB Shareholders after the completion of this Offer should not expect any immediate improvement in the financial position of ACB. 14 14 7. FINANCIAL EVALUATION OF THE OFFER In evaluating the reasonableness of the Offer Price for the Offer Shares, we have considered the following factors:- 7.1 (i) Price to Book Ratio (“PBR”) and Price to Earnings Ratio (“PER”) analysis of the Offer Price; (ii) Basis of Determining the Issue Price of the LCB B Warrants; (iii) Basis of Arriving at the Exercise Price of the LCB B Warrants; (iv) Principal Terms of the LCB B Warrants; and (v) Evaluation of Prospects of LCB. PBR and PER analysis of the Offer Price (i) PBR Analysis We refer to the financial consideration of the implied offer price of RM0.01 per Offer Share, detailed in Section 5 of the Offer Document, of which we have reproduced and analysed as follows:Premium Based on Par Value 1 Audited consolidated NA per share as at 30 June 2008 Proforma consolidated NL as at 30 June 2008 2 NA/(NL) per ACB Share (Sen) Implied Offer Price per ACB Share1 (Sen) 0.07 1.00 0.93 >100 13.46 (6.19) 1.00 7.19 >100 N/A Premium of the implied Offer Price over the NA per share (Sen) (%) PBR (times) Source: Offer Document & ACB Scheme Circular Note:1. The implied Offer Price is computed based on the issue price of LCB B Warrants of RM0.10 each and the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares. 2. Based on the proforma effects of the ACB Scheme as extracted from the ACB Scheme Circular assuming all proposals within the ACB Scheme are effected as at 30 June 2008. Based on the above, we note that the implied Offer Price of RM0.01 per Offer Share represents a premium of 0.93 sen or at a PBR of 13.46 times over the consolidated NA of ACB of 0.07 sen per share as at 30 June 2008. The implied Offer Price of RM0.01 per Offer Share also represents a significant premium over the proforma consolidated shareholders’ NL of ACB as at 30 June 2008 of 6.19 sen per share. (ii) PER Analysis As ACB is currently in a loss making position, a price to earnings analysis on the implied Offer Price would not be appropriate. 15 15 7.2 Basis of determining the Issue Price of the LCB B Warrants As mentioned in the LCB Scheme Circular, the issue price of RM0.10 per LCB B Warrant represents a discount of 16 sen to the estimated fair value of LCB B Warrants of RM0.26 (which was arrived at based on the option pricing model computed by LCB based on the 5day WAMP of LCB Shares up to 20 May 2008, being the latest practicable market day prior to the date of the announcement dated 21 May 2008 of RM0.811). However, as at the date of the Notice, the closing price of LCB Share was RM0.205. As such, the estimated fair value of the LCB B Warrants would potentially be lower than what was previously determined by LCB. We also take cognizance that all the terms and conditions of the LCB B Warrants (including the issue price of RM0.10 per warrant) are the same as those of the LCB A Warrants which are being offered to existing shareholders of LCB pursuant to the Proposed Rights Issue of Warrants. Pursuant to LCB’s Proposed Rights Issue of Warrants, LCB has procured written commitment from TSWC to subscribe for or procure the subscription by persons connected to him for the LCB A Warrants amounting to 124.0 million or 48.9% of the total LCB A Warrants to be issued, at RM0.10 per LCB A Warrant. This would mean that shareholders of LCB will be paying the same price for the warrants in LCB as the implied price offered to the Holders. Notwithstanding the above, Holders should note that there is no assurance that the LCB B Warrants will trade at or above its issue price of RM0.10 each as there is no prior market for the trading of the LCB B Warrants since they are not issued yet. [The rest of this page has been intentionally left blank] 16 16 7.3 Basis of arriving at the Exercise Price of the LCB B Warrants As mentioned in the LCB Scheme Circular, the exercise price of the LCB B Warrants was arrived at after taking into consideration the 5-day WAMP up to and including 20 May 2008, being the last practicable market day prior to the date of the announcement of the LCB Scheme dated 21 May 2008 of RM0.81 subject to the minimum issue price of RM1.00 par. At RM1.00, the exercise price of the LCB B Warrants is at an effective premium of 19 sen to the WAMP of LCB Shares on the date prior to the announcement of the LCB Scheme. However, as at 6 February 2009 (being the date of the Notice) LCB Share price had closed at RM0.205 per share. As such, at RM1.00 the exercise price of the LCB B Warrants would be at an effective premium of 79.5 sen over the closing LCB Shares price as at the date of the Notice. In view of the vagaries of the trading prices of LCB Shares, we have considered the price movement of LCB Shares for the past five (5) years up to 6 February 2009 being the date of the Notice, as follows:- Source: Bloomberg For the past five (5) years prior to the Notice of the Offer, the prices of LCB Shares have traded at a range between RM0.19 per share to RM1.89 per share, while the average closing price was at RM0.735 per share. Since mid-2008, LCB Share prices have been affected, in tandem with the direction of Malaysian equity market, largely due to the global economic slowdown. Nonetheless, in view of the long term historical trading prices of LCB Shares, it is probable that LCB Share price could rebound from its current levels, in line with an up-turn in the steel sector and a recovery in the global economy in general. 17 17 7.4 Principal Terms of the LCB B Warrants A summary of the salient features of the LCB B Warrants and our commentary on the said features are tabled below. Features Commentary Number Up to 79,780,007 LCB B Warrants to be issued Assuming full acceptance of the Offer by the Holders and full conversion of the LCB RCSLS, LCB A Warrants and LCB B Warrants to LCB Shares, the LCB Shares arising from the conversion of the LCB B Warrants would represent approximately 3.03% of the proforma issued and paid up share capital of LCB comprising 2.636 billion shares. Issue Price RM0.10 per LCB B Warrant Based on the Offer Document, we note that the issue price of RM0.10 per LCB B Warrant represents a discount of 16 sen to the estimated fair value of LCB B Warrants of 26 sen (which was arrived at based on the option pricing model computed by LCB based on the 5 day WAMP of LCB Shares up to 20 May 2008, being the latest practicable market day prior to the date of the announcement dated 21 May 2008 of RM0.811). Please refer to Section 7.2 of this IAL for further comments. Exercise Price RM1.00 per LCB Share The exercise price of the LCB B Warrants of RM1.00 each is higher than the 5-day WAMP up to and including 20 May 2008, being the last practicable market day prior to the date of the announcement of the LCB Scheme dated 21 May 2008 of RM0.81 per share. The closing price of LCB Shares on 6 February 2009 (being the date of the Notice) was RM0.205 per share RM1.00 is the minimum permissible issue price of LCB Shares, as prescribed under the Act, given that the nominal par value of LCB Shares is RM1.00 each. Please refer to Section 7.3 of this IAL for further comments. Expiry Date Ten (10) years from date of issue The expiry date of the LCB B Warrants of ten (10) years from date of issue is at the maximum permissible tenure, as prescribed under Section 68 of the Act. We view that the tenure of the LCB B Warrants of 10 years is sufficiently long enough for the ACB shareholders to have an opportunity to realise their LCB B Warrants in the future at a profit vis-à-vis the issue price. Please refer to Section 7.3 of this IAL for the historical share price movements of LCB Shares. Source: Notice dated 6 February 2009. For further details on the salient terms and conditions of the LCB B Warrants, please refer to Appendix I of the Offer Document. 18 18 7.5 7.5 7.5 Evaluation of the Prospects of LCB Evaluation Evaluation of of the the Prospects Prospects of of LCB LCB In view that the Accepting Holders will be participating in the businesses of LCB, we have In view that Accepting Holders will participating in businesses of we have In view thatofthe the Accepting Holders will be be participating in the the businesses of LCB, LCB, we have taken note the historical performance of LCB in the last four (4) financial years and the taken note of the historical performance of LCB in the last four (4) financial years and the taken note of the historical performance of LCB in the last four (4) financial years and the unaudited results for the six (6) months period ended 31 December 2008, as detailed in the unaudited results for the six (6) months period ended 31 December 2008, as detailed in the unaudited results for the six (6) months period ended 31 December 2008, as detailed in the following charts:following charts:following charts:- ** Unaudited ** Unaudited Unaudited Unaudited Source: ACB Scheme Circular Source: Source: ACB ACB Scheme Scheme Circular Circular Source: ACB Scheme Circular Based on the above, we note that the revenue of the LCB Group has been on an uptrend up Based on the above, we note revenue LCB Group has been on an up Based on30 theJune above, we However, note that that the the revenue of ofofthe the LCB Group hashas been onrather an uptrend uptrend up till FYE 2008. profitability the LCB Group been volatile, till FYE 30 June 2008. However, profitability of the LCB Group has been rather volatile, till FYE 30 June 2008. However, profitability of the LCB Group has been rather volatile, reflecting the vagaries of the steel sector over the past 44 financial years and in the first 66 reflecting the vagaries of the reflecting the vagaries of the steel steel sector sector over over the the past past 4 financial financial years years and and in in the the first first 6 months of FYE 30 June 2009. months months of of FYE FYE 30 30 June June 2009. 2009. A comparison of the proforma financial position of the LCB Group and ACB Group is as A comparison A comparison of of the the proforma proforma financial financial position position of of the the LCB LCB Group Group and and ACB ACB Group Group is is as as follows:follows:follows:- Share Capital Share Capital Share Share Capital Capital Share Premium Share Premium Share Share Premium Premium Reserves Reserves Reserves Reserves Shareholders’ funds Shareholders’ funds Shareholders’ Shareholders’ funds funds Total Borrowings Total Borrowings Total Borrowings Total Borrowings Gearing Gearing Gearing Gearing 1 1 Proforma LCB Group 1 Proforma LCB Group Proforma LCB Group Proforma LCB Group 1 RM’000 RM’000 RM’000 RM’000 1,900,073 1,900,073 1,900,073 1,900,073 97,630 97,630 97,630 97,630 (631,731) (631,731) (631,731) (631,731) 1,365,972 1,365,972 1,365,972 1,365,972 3,439,064 3,439,064 3,439,064 3,439,064 2.52 2.52 2.52 2.52 2 2 Proforma ACB Group 2 Proforma ACB Group Proforma ACB Group Proforma ACB Group 2 RM’000 RM’000 RM’000 RM’000 1,331,175 1,331,175 1,331,175 1,331,175 230,188 230,188 230,188 230,188 (1,643,764) (1,643,764) (1,643,764) (1,643,764) (82,401) (82,401) (82,401) (82,401) 1,273,127 1,273,127 1,273,127 1,273,127 N/A N/A N/A N/A Notes: Notes: Notes: Notes: (1) After completion the LCB the Proposed Issue Warrants and the but to (1) After the the completion of of the LCB Scheme, Scheme, the Proposed Rights Rights Issue of of Warrants and the Offer, Offer, but prior prior to (1) the of the Scheme, the Rights of Warrants and Offer, prior (1) After After the completion completion of RCSLS the LCB LCBand Scheme, theofProposed Proposed Rights Issue Issue of Warrants and the the Offer, but but prior to to the Conversion of LCB Exercise LCB A Warrants and LCB B Warrants assuming outstanding the Conversion of LCB RCSLS and Exercise of LCB A Warrants and LCB B Warrants assuming outstanding the of LCB the Conversion Conversion ofexercised. LCB RCSLS RCSLS and and Exercise Exercise of of LCB LCB A A Warrants Warrants and and LCB LCB B B Warrants Warrants assuming assuming outstanding outstanding LCB ESOS is not LCB ESOS is not exercised. LCB ESOS is LCB ESOS is not not exercised. exercised. (2) After the completion of the ACB Scheme. (2) After the completion (2) After After the the completion completion of of the the ACB ACB Scheme. Scheme. (2) of the ACB Scheme. Please refer to LCB Scheme Circular and ACB Scheme Source: LCB Scheme Circular and ACB Scheme Circular. Please refer Scheme Circular and ACB Scheme Source: LCB Scheme Circular and ACB Circular. Please refer to to LCB LCB Scheme Circularand andACB ACBScheme, Scheme Source: LCB Schemedetails Circular and ACB Scheme Scheme Circular. Please refer to LCB Scheme Circular and ACB Scheme Source: LCB Scheme Circular and ACB Scheme Circular. Circular for further of the financial position after the completion of the LCB Scheme Circular for further details of the financial position after the completion of the LCB Scheme and ACB Scheme, Circular for further details of the financial position after the completion of the LCB Scheme and ACB Scheme, Circular for further details of the financial position after the completion of the LCB Scheme and ACB Scheme, respectively. respectively. respectively. respectively. 19 19 19 19 19 As the remaining core assets of ACB after the completion of the ACB Scheme mainly comprises LCB Class B(b) Bonds and LCB Class B(b) RCSLS, the financial position of ACB would largely depend on LCB’s ability to turnaround itself and achieve sustainability and growth in earnings. The LCB Scheme, which has substantially addressed the debt obligations of the LCB Group, would put LCB in a better financial footing to weather the current downtrend of the global economy and uncertainty surrounding the domestic economy and the steel sector. Further, Accepting Holders would still have the opportunity to enjoy any potential capital value upside through LCB’s direct equity exposure to the steel industry, as opposed to the ACB Group, whose exposure is indirect via its investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS. Any cash flow from ACB’s investment in LCB Class B(b) Bonds and LCB Class B(b) RCSLS will be utilised towards repayment of the ACB Lenders. In summary, by accepting the Offer, Holders can migrate their investments from ACB to LCB, which is in a relatively better financial position after the completion of the LCB Scheme. [The rest of this page has been intentionally left blank] 20 20 8. INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUP AND THE LCB GROUP Pursuant to the ACB Scheme, ACB will hold LCB Class B(b) Bonds and LCB Class B(b) RCSLS. The income arising from these investments are directly linked to the financial performance and prospects of LCB. Furthermore, Accepting Holders would be entitled to LCB B Warrants, of which the theoretical and market value are indirectly linked to the prospects of LCB. At present, LCB’s main profit contributor is the steel division. Accordingly, Holders should give due consideration to the outlook of the Malaysian economy, steel industry and the construction sector. 8.1 The Malaysian Economy Growth of the Malaysian economy slowed to 0.1% (3Q 08: 4.7%) in the fourth quarter of 2008 as global economic conditions worsened significantly. Growth was affected by the sharply weaker external demand that has resulted in a further decline in net real exports of goods and services by 40.1% (3Q 08: - 14.8%). Nevertheless, domestic demand continued to provide support to growth, driven mainly by private consumption and public spending. For the year as a whole, the Malaysian economy expanded by 4.6% (2007: 6.3%). Chart: GDP at Current and Constant Prices (RM Million) and Annual Growth Rates During the quarter, domestic demand expanded at 3.1% (3Q 08: 6.5%). Growth in private consumption moderated to 5.3% (3Q 08: 8.1%) as spending activity was constrained by higher retrenchments in the manufacturing sector, reduction in smallholders’ income arising from the significant decline in commodity prices as well as lower consumer confidence. Public consumption, however, increased strongly by 13.8% (3Q 08: 6.9%), underpinned by higher expenditure on emoluments as well as supplies and services. Meanwhile, subdued investment activity led to a negative growth in gross fixed capital formation (-10.2%; 3Q 08: 3.1%) in the fourth quarter. 21 21 The slowdown was across all economic sectors, led by a sharp decline in the manufacturing sector (-8.8%; 3Q 08: 1.8%), particularly the export-oriented industries (-12.3%; 3Q 08: 1.1%) due to the significant contraction in global demand. Domestic-oriented industries recorded a negative growth of 2.5% (3Q 08: 8.4%) as production of construction related materials declined while construction activities declined by 1.6% (3Q 08: 1.2%) due to lower activity in the civil engineering sub-sector. Performance of manufacturing exports was affected by lower demand for both E&E and non-E&E products from the major markets as well as weaker global semiconductor prices. Growth in commodity exports (6.1%; 3Q 08: 48.1%) also moderated significantly, reflecting a lower growth in mineral exports while agriculture exports declined sharply due mainly to lower prices. The decline in gross imports (-12.3%; 3Q 08: 10.1%) was due to lower imports of intermediate and capital goods following weaker export performance and slower private investment activities. Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the Fourth Quarter of 2008 “Delays in the resolution to the financial crisis in the advanced economies have resulted in a sharp and rapid deterioration in the recent months. The inability to stabilize conditions is highly likely to have a more protracted effect on the global economy.” “While there has been concerted monetary policy action and fiscal stimulus across the globe, confidence needs to be restored. This can, however, only happen when the financial system in the crisis-affected countries are repaired and credit continues to flow again, when markets continue to function efficiently and when prices reflects the value of the assets.” “Malaysia as an open economy is already adversely affected by these global developments. The domestic conditions are expected to remain challenging in the coming quarters and a range of policy responses are being implemented. There is a need to ensure that the domestic intermediation process remains strong so as to support domestic demand. And secondly, the fiscal stimulus is key to containing the effects of the external developments and to placing Malaysia in a position to resume growth once conditions in the global economy stabilize.” Source: Excerpts from BNM Governor Tan Seri Zeti Akhtar Aziz’ speech dated 3 March 2009 8.2 The Steel Industry World crude steel production in 2008 was 1.33 billion tonnes, down 1.2% from 2007, but making 2008 the second year that world steel production was more than 1.3 billion tonnes, according to the World Steel Association (“Worldsteel” of which the Malaysian Iron and Steel Federation is a member of). Production fell fastest in the fourth quarter of 2008 and world crude steel output recorded a decrease of 24.3% in December 2008 compared with the corresponding month a year earlier. Steel production declined in nearly all the major steel producing countries and regions, including the EU, North America, South America and the Commonwealth Independent States (CIS), through the year. However, Asia, in particular China, and the Middle East showed positive growth in 2008, China became the first country ever to produce more than 500 million tonnes in one year. 22 22 According to Worldsteel's statistics, China's crude steel production in 2008 reached 502 million tonnes, 2.6% higher than the year before. Production volume in China has more than doubled within 5 years, from 222 million tonnes in 2002. China's share of world steel production continued to grow in 2008 producing 38% of world steel production. Crude steel production in the EU27 countries fell by 5.3% on 2007 levels to 199 million tonnes in 2008, while North American steel production fell further by 5.5%, with US steel production down 6.8% at 91 million tonnes. World crude steel production for the 66 countries reporting to the Worldsteel amounted to 86 million tonnes in January 2009, down 24% year-on-year. World steel production in January 2009 was 4.5% higher than the previous month mainly as a result of a 9.9% increase in Chinese production, month-on-month. Source: Bloomberg The recent rebound in iron ore spot prices, slowing de-stocking of steel inventories and the economic stimulus activities around the world have raised expectations that prices of scrap iron and steel products may start rising. According to the Malaysian Iron and Steel Industry Federation (MISIF), scrap iron prices could firm up in tandem with iron ore prices and steel mills would have to adjust their product prices accordingly. Steel bar price at about RM1,900 per tonne currently is very competitive internationally and chances are higher for steel product prices to be on the uptrend than downtrend as raw material prices increase and demand improves as de-stocking activities wind down and economic stimulus packages in various countries start to take off. De-stocking of steel inventories are expected to be completed latest by the second quarter on average globally. According to OSK Research, spot iron ore prices have been improving in the past few months with prices narrowing to a 15% discount to the benchmark contract price of US$82 to US$83 per tonne before Chinese New Year (CNY) and a 9% discount after CNY, compared to a more than 30% discount at the end of last year. However, negotiations are under way between mining companies and major steel players on new iron ore contract prices to take effect in 1 April 2009. The consensus was for a 20%-40% cut in benchmark contract prices due to deteriorating steel demand worldwide. Despite the potential cut in iron ore prices, steel prices are seen to be consolidating at current levels of US$520 (RM1,860) to US$580 (RM2,080) per tonne based on the historical correlation between steel and iron ore prices. The same quantum for steel production and sales this year is expected. The outlook may be weak but it is not as bad as many think – steel consumption should be boosted by government pump priming. The performance of local steel players are expected to have their margins normalised from the second quarter of the year as hefty inventory losses would have been written off in the fourth quarter of 2008. According to AmResearch, demand for steel in the country would very much depend on how fast big-impact projects such as the double tracking project was implemented and the effectiveness of stimulus packages elsewhere around the world. The impact of the stimulus packages will filter down to economies globally thus boosting demand of steel with prices following suit. Source: http://biz.thestar.com.my, 12 February 2009 23 23 8.3 The Malaysian Construction Sector The construction sector saw a 1.6 per cent contraction in the fourth quarter, thus reversing the 1.2 per cent growth recorded in the previous quarter. This negative growth was due to the contraction of 3.5 per cent in the civil engineering sub-sector. Nevertheless, the residential and non-residential sub-sectors posted small growths of 0.7 per cent and 0.4 per cent respectively. For the whole year, this sector continued to post a positive growth of 2.1 per cent following a 4.6 per cent expansion for 2007. Chart : Value Added in Construction Sector at Current and Constant Prices (RM Million) and Annual Growth Rates Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the Fourth Quarter of 2008 8.4 Prospects of the ACB Group Pursuant to the ACB Scheme, the property division of the ACB Group will cease to be the main income contributor to the ACB Group. In the next 12 months, after the completion of the ACB Scheme, the ACB Group’s income source would be derived from its investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS. Furthermore, LCB’s ability to service the LCB Class B(b) Bonds and LCB Class B(b) RCSLS would largely depends on its operations in the steel manufacturing and property development business. As mentioned in Section 5.2 of this IAL, income from the LCB Class B(b) Bonds and LCB Class B(b) RCSLS have been charged to ACB’s lenders and proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts. MIMB’s Commentary In view of the financial position of the ACB Group after the ACB Scheme as mentioned above, it is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV. 24 24 8.5 Prospects of the LCB Group In the next twelve (12) months we expect the LCB Group’s earnings to be derived mainly from its steel business. The earnings of the LCB Group largely depend on the contribution of the Megasteel Group. Megasteel is principally involved in the manufacturing of HRC and CRC steels while its subsidiary companies are mainly involved in the manufacturing of industrial gasses. The business of Megasteel are subject to risks inherent in the iron and steel industry which encompasses specific risks such as labour and raw material shortages, increase in production and energy costs. Approximately 30% of Megasteel’s products are being exported. Accordingly, the LCB Group is susceptible to the vagaries of global steel prices. The global economic slowdown has negatively affected the steel industry’s overall trade performance as illustrated in Section 8.2 above. Nonetheless, the Malaysian Iron and Steel Industry Federation is of the view that a recovery in the local steel sector is likely to happen in the second half of 2009 once the current high inventory level subsides. Additionally, the expected spending of the RM7 billion stimulus package announced by the Government on 4 November 2008 are expected to stimulate the growth of domestic economy, which may mitigate the downside risk of demand for steel products. Megasteel is expected to benefit from the water and sewerage projects under the 9th Malaysia Plan, as HRC is a major component being used in the production of pipes. A significant number of LCB’s remaining subsidiaries who are involved in the steel industry are expected to benefit from the stimulus package as well. However, given the increasing uncertainties surrounding the prices of steel coupled with the increasing threat of a protracted slowdown in the demand for steel, the outlook of the steel division could be challenging in the immediate future. Holders are advised to read Section 9 appendix IV of the Offer Document for information relating to the risk factors associated with the LCB Group. MIMB’s Commentary The profitability of the LCB Group’s is dependent on the prospects and performance of the domestic steel industry which in turn, is correlated with the level of activities in the manufacturing and construction industry and general economic conditions. In the past five financial years, the LCB Group has recorded growth in revenue up to 30 June 2008. However, its profitability has been impacted by high manufacturing and financing costs. Whilst we acknowledge that the current global economic slowdown has adversely affected the domestic steel sector, we could see a recovery in the steel manufacturing industry, particularly in terms of prices and demand for steel products. Accepting Holders should also look forward to the spill-over effects of the various economic stimulus packages announced both locally (such as the RM7 billion stimulus package announced by the Government) and in other steel importing countries. In any case, the recovery of the steel sector will auger well for the LCB Group. 25 9. 9. 9. 9. 9. 9.1 9.1 9.1 9.1 9.1 9.2 9.2 9.2 9.2 9.2 9.3 9.3 9.3 9.3 9.3 IMPLICATIONS ON THE ACCEPTANCE OR REJECTION OF THE OFFER IMPLICATIONS ON IMPLICATIONS ON THE THE ACCEPTANCE ACCEPTANCE OR OR REJECTION REJECTION OF OF THE THE OFFER OFFER IMPLICATIONS IMPLICATIONS ON ON THE THE ACCEPTANCE ACCEPTANCE OR OR REJECTION REJECTION OF OF THE THE OFFER OFFER Options available to the Holders Options available Options available to to the the Holders Holders Options Options available available to to the the Holders Holders Holders should note that there are two options available, namely:Holders should note that there are two options available, namely:Holders should note that there are two options available, namely:Holders should note that there are two options available, Holders should note that there are two options available, namely:namely:(i) to accept the Offer and receive LCB B Warrants as consideration; or alternatively (i) to (i) to accept accept the the Offer Offer and and receive receive LCB LCB B B Warrants Warrants as as consideration; consideration; or or alternatively alternatively (i) to (i) to accept accept the the Offer Offer and and receive receive LCB LCB B B Warrants Warrants as as consideration; consideration; or or alternatively alternatively (ii) to reject the Offer and retain the Offer Shares. (ii) to (ii) to reject reject the the Offer Offer and and retain retain the the Offer Offer Shares. Shares. (ii) (ii) to to reject reject the the Offer Offer and and retain retain the the Offer Offer Shares. Shares. Implications on the Acceptance of the Offer Implications on Implications on the the Acceptance Acceptance of of the the Offer Offer Implications Implications on on the the Acceptance Acceptance of of the the Offer Offer By accepting the Offer, as a Holder, you will have the following options:By By accepting accepting the the Offer, Offer, as as aaa Holder, Holder, you you will will have have the the following following options:options:By By accepting accepting the the Offer, Offer, as as a Holder, Holder, you you will will have have the the following following options:options:(a) Immediately cash out your investment in ACB by disposing the LCB B Warrants in in (a) Immediately cash out your investment in ACB by disposing the LCB B Warrants (a) Immediately cash out your investment in ACB by disposing the LCB B Warrants in (a) Immediately cash out your investment in ACB by disposing the LCB B Warrants in the open market upon the listing of the LCB B Warrants on Bursa Securities; or (a) Immediately cash out your investment in ACB by disposing the LCB B Warrants in the open market upon the listing of the LCB B Warrants on Bursa Securities; or the open market upon the listing of the LCB B Warrants on Bursa Securities; or the open market upon the listing of the LCB B Warrants on Bursa Securities; or the open market upon the listing of the LCB B Warrants on Bursa Securities; or (b) Hold on to the LCB B Warrants and participate in the businesses of LCB. (b) Hold on (b) Hold on to to the the LCB LCB B B Warrants Warrants and and participate participate in in the the businesses businesses of of LCB. LCB. (b) Hold (b) Hold on on to to the the LCB LCB B B Warrants Warrants and and participate participate in in the the businesses businesses of of LCB. LCB. There is no assurance of another opportunity for the Holders who reject the Offer to liquidate There is no assurance of another opportunity for the Holders who reject the Offer to liquidate There is no assurance of another opportunity for the Holders who reject the Offer to liquidate There is no assurance of another opportunity for the Holders who reject the Offer to liquidate their investments in the unlisted ACB Shares as and when the need arises. There is no assurance of another opportunity for the Holders who reject the Offer to liquidate their investments in the unlisted ACB Shares as and when the need arises. their investments in the unlisted ACB Shares as and when the need arises. their their investments investments in in the the unlisted unlisted ACB ACB Shares Shares as as and and when when the the need need arises. arises. 50% Shareholding Condition 50% Shareholding Condition 50% Shareholding Condition 50% Shareholding 50% Shareholding Condition Condition Holders should take note that the Offer is conditional upon the Joint Offerors receiving by Holders should take that the Offer upon the Offerors receiving by Holders should take note note that the Offer is istheconditional conditional upon valid the Joint Joint Offerors which receiving by Holders should take note that the Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before Closing Date, acceptances would Holders should take note that the Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances which would 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances which would 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are result in the Offerors holding in aggregate, together with such ACB that are result inacquired, the Joint Jointheld Offerors holding inacquired aggregate, together with such ACB Shares Shares that50% are already or entitled to be or held by the Joint Offerors, more than result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB. Holders should note that if the aforementioned condition is not already acquired, held or entitled to beshould acquired or that heldifbythe theaforementioned Joint Offerors, condition more thanis50% of the voting shares of ACB. Holders note not of thethe voting shares of ACB. Holders should note that if the aforementioned condition is not of voting shares of Holders should note that if the condition is not met, Offer shall lapse and the Offer will cease be of further acceptance and of the thethe voting shares of ACB. ACB. Holders should noteto that ifcapable the aforementioned aforementioned condition is that not met, Offer shall lapse and the Offer will cease to be capable of further acceptance and that met, the Offer shall lapse and the Offer will cease to be capable of further acceptance and that met, the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Joint Offerors will thereafter cease to be bound by any prior met, the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Accepting Holder and the the Joint Joint Offerors Offerors will will thereafter thereafter cease cease to to be be bound bound by by any any prior prior the Accepting Holder and acceptances of the Offer. the Accepting Holder and the the Joint Joint Offerors Offerors will will thereafter thereafter cease cease to to be be bound bound by by any any prior prior acceptances of the Offer. acceptances of of the the Offer. Offer. acceptances acceptances of the Offer. As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, the Joint Offerors would need to receive acceptances of more than 9.9% of the remaining As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, the Joint Offerors would need to receive acceptances of more than 9.9% of the remaining the Joint Offerors would need to receive acceptances of more than 9.9% of the remaining the Joint Offerors would need to receive acceptances of more than 9.9% of the remaining voting shares of ACB on or before the closing date of the Offer, in order for the Offer to the Joint Offerors would need to receive acceptances ofthe more thanin9.9% offorthetheremaining voting shares of ACB on or before the closing date of Offer, order Offer to voting shares of ACB on or before the closing date of the Offer, in order for the Offer to voting shares of ACB on or before the closing date of the Offer, in order for the Offer to voting shares of ACB on or before the closing date of the Offer, in order for the Offer to become unconditional. become unconditional. become unconditional. become unconditional. become unconditional. Implications on the Rejection of the Offer Implications on Implications on the the Rejection Rejection of of the the Offer Offer Implications Implications on on the the Rejection Rejection of of the the Offer Offer If you choose to reject the Offer, you will continue to hold the unlisted ACB Shares. In this If you choose to reject the Offer, you will continue to hold the unlisted ACB Shares. In this If you choose to reject the Offer, you will continue to hold the unlisted ACB Shares. In this If you choose to reject the Offer, you will continue to hold the unlisted ACB Shares. In respect, please refer to Sections 5.1 to 5.4 and Section 6 of this IAL for the various If you choose torefer rejecttotheSections Offer, you will continue to hold the unlisted ACBfor Shares. In this this respect, please 5.1 to 5.4 and Section 6 of this IAL the various respect, please refer to Sections 5.1 to 5.4 and Section 6 of this IAL for the various respect, refer to 5.1 5.4 and 66 should of IAL for the various implications and considerations to you respect, please please refer to Sections Sectionswhich 5.1 to toare 5.4relevant and Section Section of this thisyou IALwish for to the continue various implications and considerations which are relevant to you should you wish to continue implications and and considerations considerations which which are are relevant to to you should should you wish wish to continue continue implications implications and considerations which are relevant relevant to you you should you you wish to to continue holding on to ACB Shares. holding on to ACB Shares. holding on to ACB Shares. holding on to ACB Shares. holding on to ACB Shares. Compulsory Acquisition by the Joint Offerors Compulsory Acquisition Compulsory Acquisition by by the the Joint Joint Offerors Offerors Compulsory Compulsory Acquisition Acquisition by by the the Joint Joint Offerors Offerors Notwithstanding your decision to hold on to the ACB Shares, in the event that the Joint Notwithstanding your decision to hold on to the ACB Shares, in the event that the Joint Notwithstanding your decision to hold on to the ACB Shares, in the event that the Joint Notwithstanding your decision to hold on to the ACB Shares, in the event that the Joint Offerors receive acceptances respect of not less than ninety percent (90%) of the Notwithstanding your decisionin to hold on to the ACB Shares, in the event that the Offer Joint Offerors receive acceptances in respect of not less than ninety percent (90%) of the Offer Offerors receive acceptances in respect of not less than ninety percent (90%) of the Offer Offerors receive acceptances in respect of not less than ninety percent (90%) of the Offer Shares (other than shares already held at the date of the Notice by the Joint Offerors or by aa Offerors receive acceptances in respect of not less than ninety percent (90%) of the Offer Shares Shares (other (other than than shares shares already already held held at at the the date date of of the the Notice Notice by by the the Joint Joint Offerors Offerors or or by by aa Shares (other than shares already held at the date of the Notice by the Joint Offerors or by Shares (other than shares already held at the date of the Notice by the Joint Offerors or by a nominee for or a related corporation of the Joint Offerors) within four (4) months after nominee for or aa related corporation of the Joint Offerors) within four (4) months after nominee for or related corporation of the Joint Offerors) within four (4) months after nomineethe forOffer, or aa related related corporation of the thebeJoint Joint Offerors) within four (4) months after making the Joint Offerors would entitled to within two (2) months after the nominee for or corporation of Offerors) within four (4) months after making the Offer, the Joint Offerors would be entitled to within two (2) months after the making the Offer, the Joint Offerors would be entitled to within two (2) months after the making the Offer, the Joint Offerors would be entitled to within two (2) months after the Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of making the Offer, the Joint Offerors would be entitled to within two (2) months after the Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of which acceptances have not been received under the Offer, subject to the compliance with the Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of which acceptances have not been received under the Offer, subject to the compliance with the which acceptances have not been received under the Offer, subject to the compliance with the which acceptances have not been received under the Offer, subject to the compliance with the provisions of Section 34 of the SCA. which acceptances have not been received under the Offer, subject to the compliance with the provisions of Section 34 of the SCA. provisions of Section 34 of the SCA. provisions provisions of of Section Section 34 34 of of the the SCA. SCA. 26 26 26 26 26 26 As detailed in Section 4.2 of the Offer Document, if the above situation arises, the Joint Offerors intend to invoke the provisions of Section 34 of the SCA to compulsorily acquire any remaining Offer Shares from the Holders who had elected not to accept the Offer. Holders of the Offer Shares which are compulsorily acquired will receive the same consideration as that specified in the Offer. Even if the aforementioned compulsory acquisition is not carried out by the Joint Offerors and if the Joint Offerors receives acceptances from the Holders resulting in the Joint Offerors holding not less than ninety percent (90%) of the issue and paid up share capital of ACB on or before the closing date of the Offer, a minority shareholder of ACB may exercise his rights, pursuant to Section 34A of the SCA, by the service of a notice on the Joint Offerors to require them to acquire his/her/its shares on the same terms as set out in the Offer Document or such other terms as may be agreed by the Joint Offerors and the minority shareholder concerned. Pursuant to Section 34B of the SCA, where a notice is given under Section 34(1) of the SCA by the Joint Offerors invoking the provisions of Section 34 of the SCA, an application may be made by any shareholder who has not accepted the take-over offer to the relevant court within one (1) month from the date on which the notice of compulsory acquisition was given by the Joint Offerors, and such court may on such an application order that the Joint Offerors shall not be entitled and shall not be bound to acquire his shares or specify terms of acquisition that are different from the terms of the Offer. 10. FURTHER INFORMATION We advise the Holders to refer to the Offer Document and the enclosed Appendices for further information on ACB and any other relevant information. [The rest of this page has been intentionally left blank] 27 27 11. CONCLUSION AND RECOMMENDATION The Holders should consider carefully all the merits and demerits of the Offer based on all relevant and pertinent factors including those which are set out above, and other considerations as set out in this IAC, the Offer Document and publicly available information. Holders who for any reason, choose to retain their investments in ACB and reject the Offer, would remain as shareholders of ACB and should take note of MIMB’s comments on the compulsory acquisition and the Joint Offerors’ plans for the ACB Group as stated in Section 6 of this IAL as he/she is likely to continue to hold ACB Shares. We have performed our independent evaluation on the terms and other pertinent factors of the Offer as set out in the preceding sections and have taken into consideration the following factors:(i) Based on the proforma consolidated NL as at 30 June 2008, the ACB’s total asset value is not expected to be sufficient to meet its total debt obligation. Accordingly, ACB shareholders may not be able to recover their investments in ACB due to the deficit shareholders’ funds position; (ii) It is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV; (iii) Even if the Offer is unsuccessful, it would be unlikely that ACB would be able to seek a re-listing on Bursa Securities; (iv) There is no assurance that the Joint Offerors (or any other parties) would extend a new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other parties); (v) Holders who choose to reject the Offer and remain as ACB Shareholders after the completion of this Offer should not expect any immediate improvement in the financial position of ACB; (vi) The implied Offer Price of RM0.01 per Offer Share represents a significant premium over the proforma consolidated NL of ACB as at 30 June 2008 of 6.19 sen per share; and (vii) Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders. Based on the foregoing, it is our view that the Offer appears fair and reasonable, and accordingly, we recommend to all Holders TO ACCEPT the Offer. Yours faithfully For and on behalf of MIMB INVESTMENT BANK BERHAD NG CHEE KIET Director & Co Head Investment Banking LAU CHIA EN Director Corporate Finance 28 28 APPENDIX I – INFORMATION ON ACB 1. HISTORY AND BUSINESS ACB was incorporated in Malaysia on 10 October 1974 as Kinta Steel Sdn Bhd under the Act as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. ACB is an investment holding company whose subsidiaries are involved in property development and management, plantations, hotels and provision of security services and security related equipment. Prior to the GWRS, ACB was in the business of an investment holding company whose subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and other related products, manufacture of light trucks and buses and motorcycle parts and accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper mill operation, property development, cultivation of rubber and oil palm, processing of palm oil and plantation management, operation of departmental stores and hypermarket and stockbroking. Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its activities to concentrate on the operation of departmental stores and hypermarkets, cultivation of rubber and oil palm and processing of palm oil and plantation management and property development. Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise the ACB Group’s financial position and to raise funds to meet its borrowings repayment obligation pursuant to the ACB Group’s debt restructuring scheme. Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be involved in property development and management. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Type Total RM Authorised 2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000 Issued and paid up 1,331,174,812 ordinary shares of RM1.00 each 29 29 1,331,174,812 APPENDIX I – INFORMATION ON ACB (CONT’D) 1. 3. HISTORY AND BUSINESS SUBSTANTIAL SHAREHOLDERS ACB incorporated Malaysia on 10 October 1974 as Kinta Steel Sdn Bhdofunder Basedwas on the Register ofinSubstantial Shareholders, the substantial shareholders ACBthe andAct as a private limited liability company. its follows:name to Amalgamated Steel Mills Sdn their equity interests in the company as It at changed LPD are as Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Nationality/ Direct Indirect Bursa Securities on 13 January 1983Country but wasofdelisted on 11 October 2007. Incorporation No. of Shares % No. of Shares % a ACB in property TSWCis an investment holding company Malaysian whose subsidiaries - are -involved 629,038,255 47.25 development and management, plantations, provision 0.01 of security servicesb and DAC Malaysia hotels and 87,000 595,025,650 44.70 security related equipment. Permanent Resident Prior to the GWRS, ACB was in Singapore the business of an investment holding company whose Lion Realty Pte Ltd 594,686,450 c 44.67 subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and c Lion Development Sdndistribution Malaysia 594,686,450 44.67 hot briquetted iron(Penang) (“HBI”), and manufacture of- tyres, rubber compound and Bhd other related products, manufacture of light trucks and buses and motorcycle partsc and Horizon Towers 594,686,450 44.67 accessories, sale Sdn andBhd distribution of Malaysia “Suzuki” motorcycles and- motor vehicles and assembly d Malaysia 508,147,977 38.17 and86,538,473 ofLCB “Suzuki” motorcycles, beer brewing, integrated wood based activities pulp and paper6.50 mill operation, property development, cultivation of rubber and oil palm, ofe palm LICB Malaysia 38,781,283 2.91 processing 555,905,167 41.76 oil and plantation management, operation of departmental stores and hypermarket f and Amsteel Mills Sdn Bhd Malaysia 19,211,931 1.44 575,474,519 43.23 stockbroking. c LLB Steel Industries Sdn Bhd Malaysia - - 594,686,450 44.67 c Steelcorp Sdn Bhd - ACB-Group 594,686,450 44.67 Following the implementation of the Malaysia GWRS by ACB in 2003, the rationalised its g activities of departmental stores and 0.25 hypermarkets, cultivation LDHB to concentrate on the operation Malaysia 3,318,501 591,367,949 44.42 c ofNarajaya rubber Sdn and Bhd oil palm and processing of palm oil and plantation management and property Malaysia 594,686,450 44.67 development. c Teraju Varia Sdn Bhd Malaysia - - 594,686,450 44.67 c Excel Step Investments Virgin - Group 594,686,450 Subsequently in 2004,Limited the ACBBritish Group disposed of Parkson Retail Limited, 44.67 a Islands subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise the ACB Group’s financial position and to raise funds to meet its borrowings repayment Notes:obligation ACB debt scheme. a Deemedpursuant interestedtobythe virtue of Group’s Section 6A of restructuring the Act held via Sin Seng Investments Pte Ltd, LCB, Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB. Pursuant to interested the ACBbyScheme, dispose all via its Sin property holding companies to b Deemed virtue of ACB Sectionwill 6A of the Actofheld Seng Investments Pte Ltd, LCB, Limbungan Emas Sdn Bhd.Mills TheSdn Offer upon the LCB Scheme, which in turn is Limpahjaya, LICB, Amsteel Bhd is andconditional LDHB. inter-conditional with the ACB Scheme. ACB will eventually noMills longer be c Deemed interested by virtue of Section 6A of theAccordingly, Act held via LCB, Limpahjaya, LICB, Amsteel Sdn Bhd and LDHB. involved in property development and management. d 2. Deemed interested by virtue of Section 6A of the Act held via Limpahjaya, LICB, Amsteel Mills Sdn Bhd and LDHB.CAPITAL SHARE e Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, Amsteel Mills Sdn Bhd and The LDHB. authorised, issued and paid-up share capital of ACB as at LPD are as follows:f Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB and LDHB. Totaland Amsteel Mills Sdn g Type Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB RM Bhd. Authorised 2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000 Issued and paid up 1,331,174,812 ordinary shares of RM1.00 each 29 30 30 1,331,174,812 APPENDIX I – INFORMATION ON ACB (CONT’D) 4. 1. DIRECTORS AND THEIR SHAREHOLDINGS HISTORY AND BUSINESS 4.1 The Directors and theirinrespective ACB theSdn Register of Directors’ ACB was incorporated Malaysia shareholdings on 10 Octoberin1974 as based Kinta on Steel Bhd under the Act as aatprivate LPD are as follows:as limited liability company. It changed its name to Amalgamated Steel Mills Sdn Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. NRIC/ Passport Indirect It adopted its current name on 12 December 1994. ACB was listedDirect on the Main Board of the Name / Number/ No. of Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. Designation Nationality/ Age Address Shares % No. of Shares ACB is an investment holding company whose subsidiaries are involved in property Jen Tan Sri 53,321 a 300801-71-5087/ No. 29, Jalan PJU 3/17 development and management, plantations, hotels and provision of security services and Dato’ Zain Tropicana Indah Malaysian/ 78 security Hashim related equipment. 47410 Petaling Jaya Mahmud Selangor Darul Ehsan (b)/ NonPrior to the GWRS, ACB was in the business of an investment holding company whose Independent subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and Non-Executive Chairman hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and % 0.004 other related products, manufacture of light trucks and buses and motorcycle parts and b TSWC/ Non- sale and 430319-71-5033/ Penthouse,motorcycles Level 48 629,113,455 accessories, distribution of “Suzuki” and motor- vehicles and assembly Independent Malaysian/ Menara Citibankwood based activities and pulp and paper of “Suzuki” motorcycles, beer65 brewing, integrated Non-Executive 165 Jalan Ampang mill operation, property development, cultivation of rubber and oil palm, processing of palm Director 50450 Kuala Lumpur oil and plantation management, operation of departmental stores and hypermarket and stockbroking. Tan Siak Tee/ 400825-02-5177/ 56 Jalan Puncak Desa 10,000 * - 47.26 - Independent Malaysian/ 68 Taman Desa Following the implementation of the 58100 GWRSKuala by ACB in 2003, the ACB Group rationalised its Non-Executive Lumpur activities to concentrate on the operation of departmental stores and hypermarkets, cultivation Director of rubber and oil palm and processing of palm oil and plantation management and property 390513-08-5385/ No. 6, Lorong PJU Lt Jen (B) Datuk development. Malaysian/ 69 Seri Abdul 3/15B Manap bin Damansara Indah Resort Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a Ibrahim/ Homes subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Independent Off Jalan Tropicana stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise Non-Executive Utara the ACB Group’s financial positionTropicana and to raise funds to meet its borrowings repayment Director obligation pursuant to the ACB Group’s debt restructuring scheme. 47410 Petaling Jaya Selangor Darul Ehsan - Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to 2. 390101-71-5547/ 23isJalan SS 1/38 upon the -LCB Scheme, - which in turn -is M. Chareon Sae Limbungan Emas Sdn Bhd. The Offer conditional Malaysian / 70 47300 Petaling Jaya Tang @ Tan inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be Darul Ehsan Whye Aun/inNoninvolved property development andSelangor management. Independent Non-Executive SHARE CAPITAL Director The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Notes:Type * Total RM Negligible. aAuthorised Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin Hajjah Salifah Bte Mohd Esa. shares of RM1.00 each 2,000,000,000 ordinary 2,000,000,000 bIssued Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB, and paid up Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB, and deemed 1,331,174,812 RM1.00 of each 1,331,174,812 interested byordinary virtue of shares Sectionof 134(12)(c) the Act held via his spouse, Puan Sri Chan Chau Ha @ Chan Chow Har. 29 31 31 - APPENDIX I – INFORMATION ON ACB (CONT’D) 5. SUBSIDIARY 5. SUBSIDIARY AND AND ASSOCIATED ASSOCIATED COMPANIES COMPANIES 5. SUBSIDIARY AND ASSOCIATED 5. SUBSIDIARY AND ASSOCIATED COMPANIES COMPANIES 1. HISTORY AND BUSINESS The The subsidiary subsidiary and and associated associated companies companies of of ACB ACB as as at at LPD LPD are are as as follows:follows:The subsidiary and associated companies of ACB as at LPD are follows:The subsidiary and associated companies ACB as at LPD are as as follows:ACB was incorporated in Malaysia on 10 of October 1974 as Kinta Steel Sdn Bhd under the Act Subsidiary Companies as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Subsidiary Companies Subsidiary Companies Subsidiary Companies Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. Equity It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Equity Equity Date/ Place of Issued and PaidInterest Equity Place of 1983 Issued and PaidInterest Bursa SecuritiesDate/ on 13 January but was delisted on 11 October 2007. Date/ Place of Issued and PaidInterest Name Incorporation up Share Capital (%) Principal Date/ Place of Issued and PaidInterest Name Incorporation up Share Capital (%) Principal Activities Activities Name Incorporation up Share Capital (%) Principal Activities NameACB is an investment Incorporation up Share Capital (%) Principal Activities holding company whose subsidiaries are involved in property Akurjaya Sdn Bhd 29.01.1986 / RM63,500,000 100 Investment holding, plantation Akurjaya Sdn Bhd and29.01.1986 / RM63,500,000 100 Investment holding, plantation development management, plantations, hotels and provision of security services and Akurjaya Sdn Bhd 29.01.1986 / RM63,500,000 100 Investment holding, plantation Malaysia management and property Akurjaya Sdn Bhd 29.01.1986 / RM63,500,000 100 Investment holding, plantation Malaysia management and property security related equipment. Malaysia management development Malaysia management and and property property development development development Prior to the GWRS, ACB //was inRM1,000,000 the business of an investment holding company whose Amalgamated 31.12.1982 100 Ceased operation Amalgamated 31.12.1982 RM1,000,000 100 Ceased operation Amalgamated 31.12.1982 / RM1,000,000 100 Ceased operation Rolling Mill Sdn Malaysia subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and Amalgamated 31.12.1982 RM1,000,000 100 Ceased operation Rolling Mill Sdn Malaysia / Rolling Mill Sdn Malaysia Bhd hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and Rolling Mill Sdn Malaysia Bhd Bhd Bhd other related products, manufacture of light trucks and buses and motorcycle parts and // RM1,000,000 100 Investment holding Ambang Jaya accessories, and distribution of “Suzuki” motorcycles vehicles and assembly 14.11.1985 RM1,000,000 100and motor Investment holding Ambang Jaya Sdn Sdn sale 14.11.1985 14.11.1985 / RM1,000,000 100 Investment holding Ambang Jaya Sdn Malaysia Bhd 14.11.1985 / RM1,000,000 100 Investment holding Ambang Jaya Sdn Malaysia Bhd of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper Malaysia Bhd Malaysia Bhd mill operation, property development, cultivation of rubber and oilInvestment palm, processing of palm Amsteel Capital 25.04.1983 // RM242,200,000 100 holding Amsteel Capital 25.04.1983 RM242,200,000 100 Investment holding and and and oil and plantation management, operation of departmental stores and hypermarket Amsteel 25.04.1983 / RM242,200,000 100 Investment holding and Holdings Sdn Malaysia provision management Amsteel Capital Capital 25.04.1983 RM242,200,000 100 Investmentof and Holdings Sdn Bhd Bhd Malaysia / provision ofholding management stockbroking. Holdings Sdn Bhd Malaysia provision of management services to its related Holdings Sdn Bhd Malaysia provisiontoofitsmanagement services related services companies services to to its its related related companies companies Following the implementation of the GWRS by ACB in 2003, the ACB Group companies rationalised its Amsteel Harta 23.04.2002 // operation USD1 business activities to concentrate on the of departmental100 stores andTreasury hypermarkets, Amsteel Harta (L) (L) 23.04.2002 USD1 100 Treasury business cultivation Amsteel Harta (L) 23.04.2002 / USD1 100 Treasury business Limited Malaysia of rubber and oil23.04.2002 palm and / processingUSD1 of palm oil and plantation management and property Amsteel Harta (L) 100 Treasury business Limited Malaysia Limited Malaysia development. Limited Malaysia Amsteel 06.03.2002 RM2 100 Managing Amsteel Harta Harta (M) (M) 06.03.2002 // RM2 100 Managing of of debts debts novated novated Amsteel Harta (M) 06.03.2002 / RM2 100 Managing of debts novated Sdn Bhd Malaysia from ACB and certain of Amsteel Harta (M) in 06.03.2002 / ACB Group RM2 disposed of 100 Managing of debts novated Sdn Bhd Malaysia from ACB and certain of its its a Subsequently 2004, the Parkson Retail Group Limited, Sdn Bhd Malaysia from ACB and certain of its subsidiaries to Amsteel Harta Sdn Bhd from ACB and certain ofKong its to Amsteel Harta subsidiary of PRGMalaysia Corporation Limited, which was subsequentlysubsidiaries listed on the Hong subsidiaries to Amsteel Harta (M) Sdn Bhd pursuant to aa debt subsidiaries to Amsteel Harta (M) Sdn Bhd pursuant to debt stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise (M) Sdn Bhd pursuant to aa debt restructuring exercise (M) Sdn Bhd pursuant to debt restructuring exercise the ACB Group’s financial position and to raise funds to meet undertaken its borrowings repayment restructuring exercise by ACB and certain restructuring exercise by ACB and certain obligation pursuant to the ACB Group’s debt restructuring scheme.undertaken undertaken by of its undertaken by ACB ACB and and certain certain of its subsidiaries subsidiaries of its subsidiaries of its subsidiaries Angkasa Marketing 23.12.1983 // SGD2,000,000 Investment holding Pursuant to the ACB Scheme, ACB will dispose of all100 its property holding companies to Angkasa Marketing 23.12.1983 SGD2,000,000 100 Investment holding Angkasa Marketing 23.12.1983 / SGD2,000,000 100 Investment holding (Singapore) Pte Ltd Singapore Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which Angkasa Marketing 23.12.1983 SGD2,000,000 100 Investment holding in turn is (Singapore) Pte Ltd Singapore / (Singapore) Pte Ltd Singapore inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be (Singapore) Pte Ltd Singapore Avenel Sdn 12.06.1984 // RM100,000,000 100 Investment involved development and management. Avenel Sdn Bhd Bhdin property 12.06.1984 RM100,000,000 100 Investment holding holding Avenel 12.06.1984 // RM100,000,000 100 Investment Malaysia Avenel Sdn Sdn Bhd Bhd 12.06.1984 RM100,000,000 100 Investment holding holding Malaysia Malaysia Malaysia 2. Ayer SHARE CAPITAL 25.08.1983 RM20,000,000 70 Investment Ayer Keroh Keroh Resort Resort 25.08.1983 // RM20,000,000 70 Investment holding, holding, property property Ayer Keroh Resort 25.08.1983 / RM20,000,000 70 Investment property Sdn Bhd Malaysia development and hotel business AyerBhd Keroh Resort 25.08.1983 / RM20,000,000 70 Investment holding, holding, property Sdn Malaysia development and hotel business The authorised, issued and paid-up share capital of ACB as at LPDdevelopment are as follows:Sdn Bhd Malaysia and hotel Sdn Bhd Malaysia development and hotel business business Bungawang Sdn 06.12.1983 // RM25,000 70 Investment holding Bungawang Sdn 06.12.1983 RM25,000 70 Investment holding Type Total holding Bungawang 06.12.1983 / RM25,000 70 Investment Berhad Malaysia Bungawang Sdn Sdn 06.12.1983 RM25,000 70 Investment Berhad Malaysia / RM holding Berhad Malaysia Berhad Malaysia Authorised Crystavel 05.10.1990 RM1,000 99.8 Investment Crystavel Sdn Sdn Bhd Bhd 05.10.1990 // RM1,000 99.8 Investment holding holding Crystavel Sdn Bhd 05.10.1990 // of RM1.00 RM1,000 99.8 Investment holding (In Liquidation – Malaysia 2,000,000,000 ordinary shares each 2,000,000,000 Crystavel Sdn Bhd 05.10.1990 RM1,000 99.8 Investment holding (In Liquidation – Malaysia (In Liquidation – Malaysia Voluntary) (In Liquidation – Malaysia Voluntary) Issued and paid up Voluntary) Voluntary) ordinary shares// of RM1.00 each 1,331,174,812 Exuniq Sdn 07.05.1990 RM10,000 100 Investment holding Exuniq1,331,174,812 Sdn Bhd Bhd 07.05.1990 RM10,000 100 Investment holding Exuniq Sdn Bhd 07.05.1990 / RM10,000 100 Investment Malaysia Exuniq Sdn Bhd 07.05.1990 RM10,000 100 Investment holding holding Malaysia / Malaysia Malaysia Lion 20.10.1978 RM8,069,990 100 Provision Lion Metal Metal 20.10.1978 // RM8,069,990 100 Provision of of storage storage facilities facilities Lion Metal 20.10.1978 // RM8,069,990 100 Provision of storage Industries Sdn Bhd Malaysia Lion Metal 20.10.1978 RM8,069,990 100 Provision of storage facilities facilities Industries Sdn Bhd Malaysia Industries Malaysia Malaysia Industries Sdn Sdn Bhd Bhd Lion 11.05.1979 RM8,000,000 70 Investment Lion Plantations Plantations 11.05.1979 // RM8,000,000 70 Investment holding holding Lion Plantations 11.05.1979 / RM8,000,000 70 Investment Sdn Bhd Malaysia LionBhd Plantations 11.05.1979 RM8,000,000 70 Investment holding holding Sdn Malaysia / Sdn Malaysia 29 Sdn Bhd Bhd Malaysia 32 32 32 32 32 APPENDIX I – INFORMATION ON ACB (CONT’D) 1. HISTORY AND BUSINESS Equity Date/ Place of Issued and PaidInterest NameACB was incorporated Incorporation up Share Principal Activities in Malaysia on 10 Capital October 1974 (%) as Kinta Steel Sdn Bhd under the Act as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Lion Tooling 21.04.1989 RM2,000,000 100liabilityManufacture tools Bhd on Sdn 9 July 1976. It was /converted into a public limited company onand 18sale Juneof1982. Bhd It adopted its current Malaysia and dies name on 12 December 1994. ACB was listed on the Main Board of the Mastrama Bhd 24.04.1985 / Investment BursaSdn Securities on 13 January 1983RM10,000 but was delisted on100 11 October 2007. holding Malaysia ACBHBI is Sdn an investment company are involved in property Megasteel 14.03.1985holding / RM2 whose subsidiaries 100 Dormant development and management, plantations, hotels and provision of security services and Bhd Malaysia security related equipment. Timuriang Sdn 17.07.1986 / RM173,425,607 100 Investment holding Bhd Prior to the GWRS, Malaysia ACB was in the business of an investment holding company whose subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and Visionwell Sdn 17.04.1990 / distribution RM20,000,000 80 of tyres, Property development hot briquetted iron (“HBI”), and manufacture rubber compound and Bhd other related products, Malaysia manufacture of light trucks and buses and motorcycle parts and accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper millMaju operation, development, cultivation of rubber palm, processing Ambang Sdn property 14.11.1985 / RM100,000 70 and oil# Investment holding of palm oil and plantation management, operation of departmental stores and hypermarket and Bhd Malaysia stockbroking. Subsidiaries of Akurjaya Sdn Bhd 14.12.1979 / RM439,000 100 # Contract management Anika Malaysia Developments Sdn Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its Bhd activities to concentrate on the operation of departmental stores and hypermarkets, cultivation of rubber and oil palm and processing of palm oil and plantation management and property Aquabio Holdings development. Sdn Bhd 18.03.1983 / Malaysia RM1,000,000 100 # Property development, and sand mining and extraction activities Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a subsidiary Corporation Limited, which was subsequently listed on the Hong Kong Chembong Malayof PRG 16.04.1920 / £347,945 100 # Ceased operation stock exchange, andUnited its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise Rubber Company ACB Group’sKingdom financial position and to raise funds to meet its borrowings repayment (1920)the Limited obligation pursuant to the ACB Group’s debt restructuring scheme. Harbour Home Sdn 03.05.1984 / RM585,000 100 # Cultivation of rubber and oil Bhd Pursuant to the ACB Malaysia palm holding companies to Scheme, ACB will dispose of all its property Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is Henrietta Rubber 09.03.1912 £733,833 # Ceased operation inter-conditional with the /ACB Scheme. Accordingly,100 ACB will eventually no longer be Estateinvolved Limited in propertyUnited development and management. Kingdom 2. Lion Commodities SHARE CAPITAL 22.03.1982 / RM4,000,000 100 # Ceased operation And Futures Malaysia TheSdn authorised, issued and paid-up share capital of ACB as at LPD are as follows:Trading Bhd TypeSdn Lion Plaza 14.06.1963 / RM3,418,860 Bhd Malaysia Authorised Lion Seatings Sdn ordinary 28.02.1985 / of RM1.00 RM10,375,000 2,000,000,000 shares each Bhd Malaysia Issued and paid up 100 Totaldevelopment # Property RM 100 #2,000,000,000 Cultivation of oil palm and property development Pacific1,331,174,812 Agriculture ordinary 08.12.1980 / of RM1.00 RM1,518,811.15 shares each And Development Malaysia Sdn Bhd 100 #1,331,174,812 Cultivation of oil palm and rubber, and property development Segamat Land Berhad 100 # Ceased operation 26.08.1971 / Malaysia RM10,000,000 29 33 33 APPENDIX I – INFORMATION ON ACB (CONT’D) 1. HISTORY AND BUSINESS Equity Date/ Place of Issued and PaidInterest in Malaysia on 10 Capital October 1974 (%) as Kinta Steel Sdn Bhd under the Act NameACB was incorporated Incorporation up Share Principal Activities as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn The Brooklands 11.04.1910 100liability#company Cultivation palm1982. and Bhd on 9 July 1976. It was /converted£312,093 into a public limited onof18oilJune Selangor Rubber United property development It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Company Limited Kingdom Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. The Lenggeng 12.07.1910 / £107,291.30 100 # Landscaping business ACB is an investment holding company whose subsidiaries are involved in property Rubber Company United development and Kingdom management, plantations, hotels and provision of security services and Limited security related equipment. Subsidiaries of Ambang Jaya Sdn Bhd Prior to the GWRS, ACB was in the business of an investment holding company whose Budmouth Limited were03.02.1994 HKD2 100 # Investment subsidiaries involved /in the manufacturing and marketing of steel bars,holding wire rods and Hong Kong distribution and manufacture of tyres, rubber compound and hot briquetted iron (“HBI”), SAR manufacture of light trucks and buses and motorcycle parts and other related products, accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly 21.07.1994 / HKD2 # Investment holding of “Suzuki” motorcycles, beer brewing, integrated wood100 based activities and pulp and paper Hong Kong mill operation, property development, cultivation of rubber and oil palm, processing of palm SAR oil and plantation management, operation of departmental stores and hypermarket and stockbroking. 30.07.1992 / Konming HKD2 100 # Investment holding Cibber Limited Investments Hong Kong Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its Limited SAR activities to concentrate on the operation of departmental stores and hypermarkets, cultivation Romiti HKD2 Investment holding ofLimited rubber and oil27.01.1994 palm and/ processing of palm oil and 100 plantation#management and property Hong Kong development. SAR Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong stock exchange, 06.09.1994 and its subsidiaries (“Parkson Retail Group”) in 2005 in orderholding to rationalise Amsteel Holdings / HKD160,000,000 100 # Investment ACB Group’s financial (HK) the Limited Hong Kong position and to raise funds to meet its borrowings repayment obligation pursuant to the ACB Group’s debt restructuring scheme. SAR Subsidiaries of Amsteel Capital Holdings Sdn Bhd Amsteel Holdings / PHP12,805,600 100its property # Investment Pursuant to the 03.03.1995 ACB Scheme, ACB will dispose of all holdingholding companies to Philippines,Inc. Limbungan EmasPhilippines Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be Datavest Sdn Bhd 28.01.1987 / RM20,000,000 involved in property development and management. Malaysia 100 # Investment holding 2. P T Amsteel SHARE CAPITAL 13.07.1995 / Rp11,000,000,000 85 # Ceased operation Securities Indonesia The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Indonesia AmcapType Consultants Ltd Authorised Total # Ceased operation RM 20.12.1994 / HKD2,000,000 Hong Kong SAR 2,000,000,000 ordinary shares of RM1.00 each Subsidiaries of Amsteel Equity Capital Sdn Bhd Issued and paid up 100 1,331,174,812 ordinary shares each Amsteel Equity 14.12.1984 / of RM1.00 RM1,000,000 Realty (M) Sdn Malaysia Bhd 100 #1,331,174,812 Property investment and management Amsteel Research (M) Sdn Bhd 100 # Dormant 07.05.1990 / Malaysia RM500,000 29 34 34 2,000,000,000 APPENDIX I – INFORMATION ON ACB (CONT’D) 1. HISTORY AND BUSINESS Equity Date/ Place of Issued and PaidInterest Name Incorporation up Share Principal ACB was incorporated in Malaysia on 10 Capital October 1974 (%) as Kinta Steel Sdn Activities Bhd under the Act as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Subsidiary Holdings Limited Bhd onof9Amsteel July 1976. It was(HK) converted into a public limited liability company on 18 June 1982. It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Amsteel Finance 23.02.1995 / HKD10,000,000 # Ceased operation Bursa Securities on 13 January 1983 but was delisted on100 11 October 2007. (HK) Limited Hong Kong SAR ACB is an investment holding company whose subsidiaries are involved in property development andHoldings management, plantations, hotels and provision of security services and Subsidiary of Amsteel Philippines,Inc. security related equipment. Amsteel Securities 03.03.1995 / PHP271,820,600 100 # Ceased operation Philippines, Inc. Philippines Prior to the GWRS, ACB was in the business of an investment holding company whose subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and other related products, manufacture of light trucks and buses #and motorcycle parts and AMS Securities (S) 13.01.1996 / SGD10,000,000 100 Ceased operation accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly Pte Ltd Singapore of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper millStrategic operation, property development, cultivation of rubber palm, operation processing of palm Amsteel 20.10.1997 / PHP7,500,000 100 and oil # Ceased Investors Philippines oil and plantation management, operation of departmental stores and hypermarket and Alliance,Inc. stockbroking. Subsidiaries of Amsteel Securities Philippines, Inc. Subsidiaries of Angkasa Marketing (Singapore) Pte by LtdACB in 2003, the ACB Group rationalised its Following the implementation of the GWRS activities to concentrate on the operation of departmental stores and hypermarkets, cultivation Angkasa Logistic 19.05.1993 / SGD200,000 100 # Transportation and logistic of rubber and oil palm and processing of palm oil and plantationservices management and property Pte Ltd Singapore development. Geldart Investment 21.01.1994 / SGD5,000,000 100 # Investment holding Pte Ltd Subsequently in Singapore 2004, the ACB Group disposed of Parkson Retail Group Limited, a subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Subsidiary of Arapropand Development Sdn Bhd stock exchange, its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise the ACB Group’s financial position and to raise funds to meet its borrowings repayment 20.07.1998 / RM10,000 52.52 Ceased operation obligation pursuantMalaysia to the ACB Group’s debt restructuring scheme. Dwiwater Sdn Bhd PursuantoftoAyer theKeroh ACB Resort Scheme, Subsidiaries SdnACB Bhd will dispose of all its property holding companies to Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is Hy-Line Berhad 07.07.1986 / RM10,500,000 # Operation and no management inter-conditional with the ACB Scheme. Accordingly,100 ACB will eventually longer be Malaysia of a golf and country club involved in property development and management. Kelana 09.08.1990 / 2. Khidmat SHARE CAPITAL (M) Sdn Bhd RM10,000 100 # Investment holding Malaysia The authorised, issued and paid-up share capital of ACB100 as at LPD# are as follows:02.03.1985 / RM87 Investment holding KL Home, Garden Malaysia & Leisure Centre Type Total Sdn Bhd RM Authorised Masbeef Sdn Bhd 11.08.1982 / RM10,000 100 # Investment holding Malaysia 2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000 Issued and paid up Sea World 24.08.1985 / RM100,000 Attraction Sdn Bhd ordinary Malaysia 1,331,174,812 shares of RM1.00 each 100 # Investment holding 1,331,174,812 Secom (Malaysia) Sdn Bhd 13.01.1986 / Malaysia RM10,000,000 51 # Provision of security services and sale of security related equipment Stowinco Sdn Bhd 28.06.1990 / Malaysia RM20,000 100 # Investment holding 29 35 35 APPENDIX I – INFORMATION ON ACB (CONT’D) 1. HISTORY AND BUSINESS Equity Date/ Place of Issued and PaidInterest NameACB was incorporated Incorporation up Share Principal Activities in Malaysia on 10 Capital October 1974 (%) as Kinta Steel Sdn Bhd under the Act as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Superior 18.07.1990 RM10,000 100liability#company Investment Bhd on 9 July 1976. It was /converted into a public limited onholding 18 June 1982. Achievement Sdn Malaysia It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Bhd Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. Subsidiary of Cibber Limited ACB is an investment holding company whose subsidiaries are involved in property development and06.09.1994 management, plantations, hotels and60provision# Ownership of security Jilin Motor City / Rmb100,000,000 andservices operationand of a security equipment. Park Hotel Co related Ltd People’s hotel Republic of China Prior to the GWRS, ACB was in the business of an investment holding company whose subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and Subsidiary of Datavest Sdn(“HBI”), Bhd hot briquetted iron distribution and manufacture of tyres, rubber compound and other related products, manufacture of light trucks and buses and motorcycle parts and Amsteel Equity / RM185,000,000 100 and motor # Ceased operation accessories, sale 08.10.1979 and distribution of “Suzuki” motorcycles vehicles and assembly Capital Sdn Bhd Malaysia of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper mill operation, property development, cultivation of rubber and oil palm, processing of palm Subsidiary of Mastrama Sdn Bhd oil and plantation management, operation of departmental stores and hypermarket and stockbroking. Salient Care Sdn 20.08.1993 / RM2,000,000 70 # Dormant Bhd Malaysia Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its Subsidiary of Parkson’s Holdings (S) operation Pte Ltd of departmental stores and hypermarkets, cultivation activities to concentrate on the of rubber and oil palm and processing of palm oil and plantation management and property Parkson Superstore 29.04.1988 / HKD2 100 # Dormant development. (HK) Limited Hong Kong SAR Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Subsidiary of Secom (Malaysia) Sdn Bhd stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise the ACB Group’s financial position RM10 and to raise funds60to meet#its borrowings repayment 09.07.2008/ Dormant Secom-Kop obligation to the ACB Group’s debt restructuring scheme. Malaysia Security Systems pursuant Sdn Bhd Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to Subsidiary of Sukhothai FoodBhd. Sdn The Bhd Offer is conditional upon the LCB Scheme, which in turn is Limbungan Emas Sdn inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be Masoni Investment 01.12.1993 / SGD9,500,000 involved in property development and management. Pte Ltd Singapore 100 # Investment holding 2. Subsidiaries SHAREofCAPITAL The Brooklands Selangor Rubber Company Limited The authorised, issued and paid-up share capital of ACB100 as at LPD#are as follows:Andalas 03.07.1989 / RM250,000 Property development Development Sdn Malaysia Total Bhd Type RM Authorised Araprop 03.07.1989 / RM5,130,002 100 # Property development Development Sdn Malaysia 2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000 Bhd Issued and paid up P T Kebunaria 23.09.1987 / of RM1.00 Rp20,000,000,000 1,331,174,812 ordinary shares each Indonesia 29 36 36 85 #1,331,174,812 Cultivation of oil palm APPENDIX I – INFORMATION ON ACB (CONT’D) 1. HISTORY AND BUSINESS Equity Date/ Place of Issued and PaidInterest NameACB was incorporated Incorporation up Share Principal Activities in Malaysia on 10 Capital October 1974 (%) as Kinta Steel Sdn Bhd under the Act as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Subsidiaries The Lenggeng Rubber Company Bhd on of 9 July 1976. It was converted into Limited a public limited liability company on 18 June 1982. It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Bandar Akademia 31.12.1968 / RM16,154,915 100 # Real estate development Bursa Securities onMalaysia 13 January 1983 but was delisted on 11 October 2007. Sdn Bhd ACB is an investment company whose subsidiaries in property Bandar Akademia 09.12.1987holding / RM3,000,000 100 #are Realinvolved estate development development and management, plantations, hotels and provision of security services and Corporation (M) Malaysia security related equipment. Sdn Bhd Subsidiaries Timuriang Bhdwas in the business of an investment holding company whose Prior toofthe GWRS,Sdn ACB subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and Davids 12.04.1993 / distribution RM8,000,000 51 of tyres, # Ceased operation hot briquetted iron (“HBI”), and manufacture rubber compound and Warehousing Sdn Malaysia other related products, manufacture of light trucks and buses and motorcycle parts and Bhd accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly (In Liquidation – of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper Voluntary) mill operation, property development, cultivation of rubber and oil palm, processing of palm oil and plantation management, operation of departmental stores and operation hypermarket and Kobayashi Optical 17.07.1992 / RM1,000,000 70 # Ceased stockbroking. Sdn Bhd Malaysia 29.05.1990 / of the GWRS SGD2 by ACB in 100 Dormant Kobayashi Opticalthe implementation Following 2003, the #ACB Group rationalised its Singapore (S) Pte Ltd activities to concentrate on the operation of departmental stores and hypermarkets, cultivation of rubber and oil palm and processing of palm oil and plantation management and property Parkson’s Holdings development. (S) Pte Ltd 04.09.1987 / Singapore SGD100,000 100 # Investment holding Subsequently in28.07.1988 2004, the/ ACBRM39,321,000 Group disposed of100 Parkson #Retail Group Limited, a Parkson Retail Investment holding subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Consulting And Malaysia stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise Management Sdn Bhd the ACB Group’s financial position and to raise funds to meet its borrowings repayment obligation pursuant to the ACB Group’s debt restructuring scheme. Sukhothai Food 14.03.1985 / RM50,000,000 100 # Investment holding Sdn Bhd Malaysia Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is Umatrac RM141,400 # Investment inter-conditional11.10.1983 with the /ACB Scheme. Accordingly,100 ACB will eventuallyholding no longer be Enterprises Sdn Malaysia involved in property development and management. Bhd 2. WGDSHARE Retail CAPITAL 28.07.1988 / RM280,402.70 100 # Provision of retail design Consultancy Sdn Malaysia consultancy services and sale of are as follows:Bhd The authorised, issued and paid-up share capital of ACB as at LPDshoes Type Benecorp Sdn Bhd 13.02.1992 / Malaysia RM200,000 Authorised Natvest Parkson 11.12.1987 / RM13,620,000 2,000,000,000 ordinary shares of RM1.00 each Sdn Bhd Malaysia Issued and paid up Subsidiary of Umatrac Enterprises Sdn Bhd each 1,331,174,812 ordinary shares of RM1.00 Hiap Joo Chong Realty Sdn Bhd 17.06.1974 / Malaysia RM1,000,000 Note: # Holding in equity by subsidiary companies. 29 37 37 100 100 Total of retail outlets # Operations sellingRM clothes, apparels and related accessories # Investment holding 2,000,000,000 1,331,174,812 100 # Investment holding APPENDIX I – INFORMATION ON ACB (CONT’D) 1. Associated HISTORYCompanies AND BUSINESS Equity ACB was incorporated in Malaysia on 10 October 1974 as Kinta Steel Sdn Bhd under the Act Date/ Place of Issued and Paid-up Interest as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Name Principal Activities Incorporation Share Capital (%) Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. It adopted its current name/ on 12 December was listed on the Main Board of the Bonuskad 05.07.1997 RM800 1994. ACB25 # Providing marketing Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. Loyalty Sdn Bhd Malaysia services by means of “BonusLink Loyalty ACB is an investment holding company whose subsidiaries Programme” are involved in property development and management, plantations, hotels and provision of security services and Changchun Rmb2,295,000 49 # Manufacture of engines security related20.10.1994 equipment./ Changlin Engine People’s Co Ltd Republic of was in the business of an investment holding company whose Prior to the GWRS, ACB China subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and hot briquetted 20.10.1994 iron (“HBI”), distribution and manufacture of tyres, rubber compound and Changchun / Rmb230,400,000 49 # Manufacture of motorcycles other related products, manufacture of light trucks and buses and motorcycle parts and Changlin People’s accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly Motorcycle Co Republic of Ltd of “Suzuki” motorcycles, China beer brewing, integrated wood based activities and pulp and paper mill operation, property development, cultivation of rubber and oil palm, processing of palm Davids 11.01.1993 / RM12,450,000 49.16 # Ceased oil and plantation management, operation of departmental stores and operation hypermarket and Distribution Sdn Malaysia stockbroking. Bhd (under court Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its liquidation) activities to concentrate on the operation of departmental stores and hypermarkets, cultivation of rubber and oil palm and processing of palm oil and plantation management and property Inverfin Sdn Bhd 15.12.1984 / RM10,000,003 20 Property investment, office development. Malaysia management and food and beverage catering Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a of PRG Corporation Limited, which was subsequently listed on the Hong Kong Lion subsidiary Mutiara 02.11.1983 / RM24,000,000 30 # Investment holding Parade Sdn Bhd Malaysia stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise the ACB Group’s financial position and to raise funds to meet its borrowings repayment 06.09.1990 SGD33,000,000 42.50 Lion obligation Asia pursuant to the /ACB Group’s debt restructuring scheme.# Investment holding Investment Pte Ltd Singapore Steel Industries 08.05.1993 / Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is Lion Jianmin Pte 27.08.1993 / SGD1,000 30 # Investment holding with the ACB Scheme. Accordingly, ACB will eventually no longer be Ltd inter-conditionalSingapore involved in property development and management. RM20,000,000 2. (Sabah) SHARE CAPITAL Sdn Bhd Malaysia 20 Manufacturing and trading of steel bars RM340,351,836.44 holding Silverstone The authorised,25.08.1978 issued and/ paid-up share capital of ACB28.86 as at LPDInvestment are as follows:Malaysia #18.16 Corporation BerhadType Total RM Authorised Note:ordinary shares of RM1.00 each # 2,000,000,000 Held by subsidiary companies. 2,000,000,000 Issued and paid up 1,331,174,812 ordinary shares of RM1.00 each 29 38 38 1,331,174,812 APPENDIX I – INFORMATION ON ACB (CONT’D) 6. 1. PROFIT AND DIVIDEND RECORD HISTORY AND BUSINESS The and dividendinrecord of ACB based on the audited consolidated statements ACBprofit was incorporated Malaysia on 10 October 1974 as Kinta Steel Sdnfinancial Bhd under the Act for past five (5) FYE 30 June 2008 are as follows:as athe private limited liability company. It changed its name to Amalgamated Steel Mills Sdn Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. Audited It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. 2007 Audited FYE 30 June 2004 2005 2006 2008 RM’000 RM’000 RM’000 RM’000 RM’000 118,316 (201) 37,290 71,364 (35,929) ACB is an investment holding company whose subsidiaries are involved in property Revenue 2,421,041 447,724 383,243 215,654 230,113 development and management, plantations, hotels and provision of security services and security related equipment. PBT/(LBT) Prior to the GWRS, ACB was in the (51,013) business of an investment holding company (5,943) whose Taxation 10,001 (29,945) (17,143) subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and PAT/(LAT) 67,303 9,800 7,345 54,221 (41,872) hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and Loss onrelated discontinued other products, manufacture of light trucks and buses and motorcycle parts and operations sale and distribution of “Suzuki” motorcycles - and motor- vehicles (80,636) (28,556) accessories, and assembly Minority interests (43,586) (3,186) 847 (1,856) of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and(3,231) paper mill property to development, cultivation of rubber and oil palm, processing of palm Profitoperation, / (Loss) attributable 23,717 6,614 8,192 and(28,271) (73,659) shareholders oil and plantation management, operation of departmental stores hypermarket and stockbroking. Net EPS / (LPS) (sen) 1.8 0.5 0.6 (2.1) (5.5) 1,331,175 1,331,175 1,331,175 1,331,175 1,331,175 Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its Gross dividend rate (%) activities to concentrate on the operation of departmental stores and hypermarkets, cultivationShareholders’ 213,449 207,242 82,195 989 of rubber andFund/NA oil palm and processing of palm oil 230,779 and plantation management and property development. NTA 155,039 178,159 157,925 82,195 989 No. of Shares (‘000) Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a Total borrowings 3,161,895 3,119,999 2,783,657 2,699,146 2,677,069 subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Gearing (times) and its subsidiaries (“Parkson 14.81Retail 13.52 32.84 2,706.84 stock exchange, Group”) in 13.43 2005 in order to rationalise the ACB Group’s financial position and to raise funds to meet its borrowings repayment obligation pursuant to the ACB Group’s debt restructuring scheme. Notes:(1) There were no extraordinary items reported in the past five FYE 30 June 2004 to 30 June 2008. Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to (2) The audited financial statements of ACB for the FYE 30 June 2004 to FYE 30 June 2006 were restated to Limbungan Sdn Bhd. Offer is conditional upon the LCB Scheme, which in turn is reflect theEmas adoption of the newThe and revised financial reporting standards. inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be (3) The audited financial statements of ACB for the FYE 30 June 2007 were restated to reflect the effects of the involved in property development and management. discontinued operations. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of ACB as at LPD are as follows:Type Total RM Authorised 2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000 [The rest of this page has been intentionally left blank] Issued and paid up 1,331,174,812 ordinary shares of RM1.00 each 29 39 1,331,174,812 APPENDIX I – INFORMATION ON ACB (CONT’D) 7. 1. STATEMENT OFBUSINESS ASSETS AND LIABILITIES HISTORY AND The statement of assetsin and liabilities ACB based onKinta the audited consolidated ACB was incorporated Malaysia on 10ofOctober 1974 as Steel Sdn Bhd under balance the Act sheet as at 30limited June 2007 and company. 2008 are asItfollows: as a private liability changed its name to Amalgamated Steel Mills Sdn Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982. It adopted its current name on 12 December 1994. ACB was listedAudited on the Main BoardAudited of the 30.06.2007 30.06.2008 Bursa Securities on 13 January 1983 but was delisted on 11 October 2007. RM’000 RM’000 ASSETS ACB is anplant investment holding company whose subsidiaries 385,052 are involved in property Property, and equipment 90,731 development and management, plantations, hotels and provision of security services and Prepaid land lease payments 27,147 923 security related equipment. Biological assets 28,550 16,804 Associated companies 74,038 24,408 Investments 1,267,755 Prior to the GWRS, ACB was in the business of an investment holding company 794,916 whose Land held were for property development subsidiaries involved in the manufacturing and marketing of298,465 steel bars, wire rods andtax assets hotDeferred briquetted iron (“HBI”), distribution and manufacture of tyres,5,139 rubber compound andTotal non-current assets 2,086,146 927,782 other related products, manufacture of light trucks and buses and motorcycle parts and accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly Investments 297,591 of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and732,841 paper Property development costs 114,618 577 millInventories operation, property development, cultivation of rubber and oil158,949 palm, processing of10,080 palm oil Receivables and plantation management, operation of departmental stores and hypermarket and 292,051 152,643 stockbroking. Tax recoverable 32,737 9,631 Deposits, cash and bank balances 169,921 117,105 Following theassets implementation of the GWRS by ACB in 2003, the1,065,867 ACB Group rationalised its Total current 1,022,877 activities to concentrate on the operation of departmental stores and hypermarkets, cultivation classified held for 6,319 ofAssets rubber and oilaspalm andsale processing of palm oil and plantation management and 1,108,187 property development. TOTAL ASSETS 3,158,332 3,058,846 Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a EQUITY AND LIABILITIES subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong Share capital 1,331,175 stock exchange, and its subsidiaries (“Parkson Retail Group”) in1,331,175 2005 in order to rationalise Share premium 230,188 230,188 the ACB Group’s financial position and to raise funds to meet its borrowings repayment Reserves 651,317 645,766 obligation pursuant Accumulated lossesto the ACB Group’s debt restructuring scheme. (2,130,485) (2,206,140) Equity attributable to equity holders of the Company 82,195 989 1,163,358 842,355 67 2,677 1,376 846,475 Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB 24,597 Scheme, which in turn is Minority Interests 22,955 inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be involved property development and management. TOTAL in EQUITY 106,792 23,944 2. LIABILITIES SHARE CAPITAL ACB Bonds and USD Debts Long term borrowings The authorised, issued and paid-up share capital of ACB as at LPD are4,024 as follows:Finance lease liabilities Deferred liabilities Type Deferred tax liabilities Total non-current liabilities Authorised 214 8,056 Total 10,027 RM 1,185,679 2,000,000,000 ordinary shares of RM1.00 each Payables Financeand lease liabilities Issued paid up Provisions 1,331,174,812 ordinary shares of RM1.00 each ACB Bonds and USD Debts Short term borrowings Tax liabilities Total current liabilities Liabilities classified as held for sale 2,000,000,000 281,415 102 27,060 1,331,174,812 1,503,433 28,331 25,520 1,865,861 - 93,529 17 5 1,811,839 22,875 75 1,928,340 260,087 TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES 3,051,540 3,158,332 3,034,902 3,058,846 29 40 40 APPENDIX II – INFORMATION ON LCB 1. HISTORY AND BUSINESS LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited liability company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a public company and adopted its current name on 30 May 1981. LCB is an investment holding company whose subsidiaries are involved in the manufacturing and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, distribution and trading of office equipment and steel related products; share registration and secretarial services; and the assembly, sale and distribution of commercial vehicles. LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial production of HRC in March 1999. With an annual rated production capacity of 2 million metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in the country. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Type Total RM Authorised 3,000,000,000 ordinary shares of RM1.00 each 3,000,000,000 Issued and paid up 1,899,525,831 ordinary shares of RM1.00 each 1,899,525,831 [The rest of this page has been intentionally left blank] 41 41 APPENDIX II – INFORMATION ON LCB (CONT’D) 3. SUBSTANTIAL SHAREHOLDERS 3. SUBSTANTIAL SHAREHOLDERS 3. SUBSTANTIAL SHAREHOLDERS 1. HISTORY AND BUSINESS 3. SUBSTANTIAL SHAREHOLDERS Based on the Register of Substantial Shareholders, the substantial shareholders of LCB and Based on the Register of Substantial Shareholders, the substantial shareholders of LCB and Based on the Register of Substantial Shareholders, the substantial shareholders of LCB and LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited Based on the Register of Substantial Shareholders, the substantial shareholders of LCB and their equity interests in the company as at LPD are as follows:their equity interests in the company as at LPD are as follows:their equity interests in the company as at LPD are as follows:liability company name as ofatLion Chiang) Sdn Berhad. It subsequently their equity interestsunder in thethe company LPD (Teck are as follows:changed its Nationality/ name to Lion Corporation Sdn Bhd on 18 Indirect May 1981. It was converted into a Direct Nationality/ Direct Indirect Nationality/ Direct Indirect public company and adopted its current name on 30 May 1981. Nationality/ Direct Indirect Country of Country of No. of No. of RCSLS Country No. of No. of RCSLS Country of of No. of No. of RCSLS Incorporation Incorporation No. of No. of RCSLS Shares % No. of Shares % ESOS (RM) Incorporation Shares % No. of Shares % ESOS (RM) Incorporation LCB is an investment holding company whose subsidiaries are involved in the manufacturing Shares % No. of Shares % ESOS (RM) Shares % No. of Sharesaa % ESOS (RM)kk TSWC Malaysia 458,685 0.02 1,646,549,994 86.68 490,000 1,218,342 a k TSWC Malaysia 458,685 0.02 1,646,549,994 86.68 490,000 1,218,342 and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, a kl TSWC Malaysia 458,685 0.02 1,646,549,994 86.68 490,000 1,218,342 TSWC distribution and Malaysia 0.02 1,646,549,994 86.68share 490,000 1,218,342 l 102,397,059 l trading of office458,685 equipment and steel related products; registration and 102,397,059 l 102,397,059 bb 102,397,059 DAC Malaysia 10,209,517 0.54 1,579,405,325 83.15 secretarial services; and the assembly, sale and distribution of commercial vehicles. b DAC Malaysia 10,209,517 0.54 1,579,405,325 1,579,405,325 b 83.15 83.15 DAC Malaysia 10,209,517 0.54 DAC Malaysia 10,209,517 0.54 1,579,405,325 83.15 Permanent Permanent Permanent Permanent Resident Resident LCB’s core Resident manufacturing activities are carried out viac Megasteel. Megasteel was Resident c Lion Realty Pte Singapore 6,946,565 1,570,998,174 82.70 c incorporated in Malaysia in 1989 under the0.37 Act. Its principal activity is the manufacturing of --Lion Realty Pte Singapore 6,946,565 0.37 1,570,998,174 82.70 c Lion Realty Pte Singapore 6,946,565 0.37 1,570,998,174 82.70 Lion Realty Pte Singapore 6,946,565 0.37 1,570,998,174 82.70 Ltd Ltd HRC, CRC, sheets, plates and bands, generically known as hotd rolled flat steel products. The Ltd Ltd Development d Lion Malaysia 2,541,094 0.13 1,568,457,080 82.57 d Lion Development Malaysia 2,541,094 0.13 1,568,457,080 82.57 Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial --d Lion Development Malaysia 2,541,094 0.13 1,568,457,080 82.57 Lion Development Malaysia 2,541,094 0.13 1,568,457,080 82.57 (Penang) Sdn Bhd (Penang) Sdn Bhd production of HRC in March 1999. With an annual rated production capacity of 2 million (Penang) Sdn Bhd (Penang) Sdn Bhd Horizon Towers 19.45 -- rolled -- flat steel products in -Horizon Towers Malaysia 369,505,491 19.45manufacturer of hot metric tonnes,Malaysia Megasteel is 369,505,491 currently the only Horizon Towers Malaysia 369,505,491 ---Horizon Towers Malaysia 369,505,491 19.45 19.45 Sdn Bhd Sdn Bhd the country. Sdn Bhd Sdn Bhd LDH (S) Pte Singapore 226,716,252 11.94 ---LDH (S) Pte Ltd Ltd Singapore 226,716,252 11.94 LDH (S) Singapore 226,716,252 11.94 --e ---l LDH (S) Pte Pte Ltd Ltd Singapore 226,716,252 11.94 e l LICB Malaysia 1,727,361 0.09 1,126,368,339 59.30 38,233,300 e l LICB Malaysia 1,727,361 0.09 1,126,368,339 59.30 38,233,300 ef l LICB Malaysia 1,727,361 0.09 1,126,368,339 59.30 38,233,300 LICB Malaysia 1,727,361 0.09 1,126,368,339 59.30 38,233,300 f LDHB Malaysia 402,661,977 21.20 718,894,252 37.85 -2. SHARE CAPITAL f LDHB Malaysia 402,661,977 21.20 718,894,252 37.85 f LDHB Malaysia 402,661,977 21.20 718,894,252 37.85 LDHB Malaysia 402,661,977 21.20 718,894,252 g 37.85 -l Amsteel Malaysia 985,968 0.05 21,884,800 Amsteel Mills Mills Sdn Sdn Malaysia 985,968 0.05 1,125,378,171 1,125,378,171 ggg 59.25 59.25 21,884,800 lll Amsteel Mills Sdn Malaysia 985,968 0.05 1,125,378,171 59.25 21,884,800 Amsteel Mills Malaysia 985,968 0.05 of1,125,378,171 Bhd The Sdn authorised, issued and paid-up share capital LCB as at LPD 59.25 are as follows:- 21,884,800 Bhd Bhd hh ll Bhd Steelcorp Sdn Bhd Malaysia 1,126,364,139 59.30 21,884,800 h l Steelcorp Sdn Bhd Malaysia --- 1,126,364,139 59.30 21,884,800 h Steelcorp Sdn Bhd Malaysia 1,126,364,139 59.30 21,884,800 h lll Steelcorp Sdn Bhd Malaysia --- 1,126,364,139 59.30Total 21,884,800 h LLB Steel Malaysia 1,126,364,139 59.30 21,884,800 Type h l LLB Steel Malaysia 1,126,364,139 59.30 21,884,800 h LLB Steel Malaysia 1,126,364,139 59.30 21,884,800 LLB Steel Sdn Malaysia - 1,126,364,139 59.30RM 21,884,800 l Industries Bhd Industries Sdn Bhd Industries Sdn Bhd ii Industries Sdn Bhd Narajaya Sdn Bhd Malaysia 16,559,848 0.87 1,121,556,229 59.04 -Authorised i Narajaya Sdn Bhd Malaysia 16,559,848 0.87 1,121,556,229 59.04 i Narajaya Sdn Bhd Malaysia 16,559,848 0.87 1,121,556,229 59.04 -Narajaya Sdn Bhd Malaysia 16,559,848 0.87 1,121,556,229 59.04Teraju Varia Sdn Malaysia 402,230,000 21.18 3,000,000,000 ordinary shares of RM1.00 each 3,000,000,000 Teraju Varia Sdn Malaysia 402,230,000 21.18 Teraju Varia Malaysia 402,230,000 ----Teraju Varia Sdn Sdn Malaysia 402,230,000 21.18 21.18 Bhd Bhd Bhd Issued and paid up j Bhd Step j Excel British Virgin --402,230,000 21.18 --j Excel Step British Virgin 402,230,000 21.18 j Excel Step British Virgin 402,230,000 21.18 -1,899,525,831 ordinary shares of RM1.00-- each -1,899,525,831 -Excel Step British Virgin 402,230,000 21.18 Investments Islands Investments Islands Investments Islands Investments Islands Limited Limited Limited Limited Notes:Notes:Notes:Notes:aa Deemed interested by of 6A the Act via William Sdn Lion Sdn Deemed interested by virtue virtue of Section Section 6A of of the Act held held via William Cheng Cheng Sdn Bhd, Bhd, Lion Holdings Holdings Sdn aa Deemed interested virtue Section of the held via Cheng Bhd, Holdings Sdn Bhd, LDHB, LDHB, LICB,by Bayview Properties Sdn Bhd, Lion Management Sdn Bhd,Sdn Horizon Towers Sdn Bhd, Bhd, Deemed interested byBayview virtue of ofProperties Section 6A 6A of Bhd, the Act Act held via William WilliamSdn Cheng Sdn Bhd, Lion Lion Holdings Sdn Bhd, LICB, Sdn Lion Management Bhd, Horizon Towers Sdn Bhd, LDHB, LICB, Bayview Properties Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd, Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn Bhd, LDHB, LICB, Bayview Properties Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd, Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn Lancaster Trading Company Limited, Araniaga Holdings Sdn Panoron Sdn (M) Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Bhd, Panoron Sdn Bhd, Bhd, Happyvest Happyvest (M) Sdn Sdn Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest (M) Sdn Bhd, Lion Holdings Pte Ltd, Viewtrain Company Limited, Billion Grow Limited, Lion Development Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest (M) Sdn Bhd, Lion Holdings Pte Ltd, Viewtrain Company Limited, Billion Grow Limited, Lion Development (M) Sdn Lion Holdings Pte Ltd, Viewtrain Company Limited, Grow Limited, Lion Development (Penang) Sdn Bhd, Trillionvest Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax (M) Sdn Bhd, Bhd, Lion Holdings Pte Sdn Ltd, Bhd, Viewtrain Company Limited, Billion Billion Grow Limited, Lion Development (Penang) Sdn Bhd, Trillionvest Sdn Bhd, Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax (Penang) Sdn Bhd, Trillionvest Sdn Bhd, Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax Electronics SdnBhd, Bhd,Trillionvest Amsteel Mills Mills Sdn Bhd, Exuniq Corporation Sdn Bhd, Bhd, LDH LDH (S) Pte PteProjek Ltd, Sims Sims Holdings Sdn Bhd, (Penang) Sdn Sdn Sdn Bhd,Bhd, Silverstone Berhad, JayaHoldings Sdn Bhd,Sdn Ceemax Electronics Sdn Bhd, Amsteel Exuniq Sdn (S) Ltd, Bhd, Electronics Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd, Umatrac Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited, Electronics Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd, Umatrac Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited, Umatrac Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited, Amsteel Equity CapitalSdn SdnBhd, Bhd,ACB, Teraju Varia Sdn Sdn Bhd and LDH Management Sdn Bhd. UmatracEquity Enterprises Narajaya SdnBhd Bhd, SinLDH SengManagement Investments Sdn Pte Bhd. Ltd, Actual Best Limited, Amsteel Capital Sdn Bhd, Teraju Varia and Amsteel Equity Capital Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. [The restSdn of this page has been intentionally left blank] Amsteel Equity Capital Sdn Bhd, Teraju6A Varia SdnAct Bhd andvia LDH Management SdnBhd, Bhd.Finlink Holdings Sdn bb Deemed interested by virtue of Section of the held Lion Holdings Sdn Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Finlink Holdings Sdn bb Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Finlink Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Sdn Bhd, Amanvest (M) Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise SdnHappyvest Bhd, Lion(M) Management Sdn Bhd, Horizon Towers Sdn Bhd, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn Bhd, Amanvest (M) Sdn Towers Sdn Araniaga Holdings Sdn Sdn Bhd, Happyvest (M) Amanvest (M) Sdn Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development Sdn Bhd, LDHB, Towers Sdn Bhd, Bhd, Araniaga Holdings Sdn Bhd, Bhd, Panoron Panoron Sdn Bhd, Happyvest (Penang) (M) Sdn Sdn Bhd, Bhd, Amanvest (M)LDH Sdn Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, LDHB, LDH Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, LDHB, LDH (S) Ltd, Narajaya Sdn Bhd, Viewtrain Company Limited, Realty Pte Ltd, Sin Seng Investments Pte Bhd,Pte Billion Grow Limited, Bayview Properties Sdn Bhd, LionLion Development (Penang) Sdn Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Viewtrain Company Limited, Lion Realty Pte Ltd, Sin Seng Investments Pte (S) Pte Ltd, Narajaya Sdn Bhd, Viewtrain Company Limited, Lion Ltd, Teraju Sdn Bhd Management Sdn Bhd. (S) Pte Ltd, Varia Narajaya Sdn and Bhd,LDH Viewtrain Company Limited, Lion Realty Realty Pte Pte Ltd, Ltd, Sin Sin Seng Seng Investments Investments Pte Pte Ltd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. Ltd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. Ltd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. cc Deemed Deemed interested interested by by virtue virtue of of Section Section 6A 6A of of the the Act Act held held via via Lion Lion Holdings Holdings Sdn Sdn Bhd, Bhd, Finlink Finlink Holdings Holdings Sdn Sdn cc Deemed interested by of 6A Act held Holdings Sdn Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Deemed interested by virtue virtue of Section Section 6A of of the the Act held via via Lion Lion Holdings Sdn Bhd, Bhd, Finlink Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Sdn Bhd, Amanvest (M) Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise SdnHappyvest Bhd, Lion(M) Management Sdn Bhd, Horizon Towers Sdn Bhd, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn Bhd, Amanvest (M) Sdn Towers Sdn Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, (M) Sdn Amanvest (M) Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Bayview Sdn Bhd, Development Towers Sdn Bhd, Bhd, Araniaga Holdings Sdn Sdn Bhd,Bhd, Panoron SdnProperties Bhd, Happyvest Happyvest (M) Lion Sdn Bhd, Bhd, Amanvest(Penang) (M) Sdn Sdn Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Bayview Properties Sdn Bhd, Lion Development (Penang) Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. Sdn Sdn and Sdn Sdn Bhd, Bhd, Teraju Teraju Varia Variavirtue Sdn Bhd Bhd Section and LDH LDH Management Management Sdn Bhd. Bhd. Holdings Sdn Bhd, Finlink Holdings Sdn dd Deemed Deemed interested interested by by virtue virtue of of Section Section 6A 6A of of the the Act Act held held via via Lion Lion Holdings Holdings Sdn Sdn Bhd, Bhd, Finlink Finlink Holdings Holdings Sdn Sdn dd Deemed interested by of 6A of the Act held via Lion Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Happyvest Sdn Bhd, Panoron Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd,(M) Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Happyvest (M) Sdn Bhd, Panoron Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Happyvest (M) Sdn Bhd, Panoron Sdn Bhd, Araniaga Holdings Sdn Bhd, Amanvest (M) Sdn Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Happyvest (M) Sdn Bhd, Panoron Sdn Bhd, Araniaga Holdings Sdn Bhd, Amanvest (M) Sdn Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Sdn Araniaga Holdings Sdn Bhd, (M) Sdn Bhd, LDH (S) Pte Narajaya Sdn Bhd, Horizon Sdn Bhd, Lion Sdn Bhd, Bayview Properties Teraju Varia Sdn Bhd Sdn Bhd, Bhd,Towers Araniaga Holdings SdnManagement Bhd, Amanvest Amanvest (M) Sdn Bhd, LDHB, LDHB, LDHSdn (S) Bhd, Pte Ltd, Ltd, Narajaya Sdn Bhd, Horizon Towers Sdn Bhd, Lion Management Sdn Bhd, Bayview Properties Sdn Bhd, Teraju Varia Sdn Bhd 41 Horizon Towers Sdn Bhd, Lion Management Sdn Bhd, Bayview Properties Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. Horizon Towers Sdn Bhd, Lion Management Sdn Bhd, Bayview Properties Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd. and LDH Management Sdn Bhd. and LDH Management Sdn Bhd. 42 42 42 42 42 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. e HISTORY e Deemed Deemed interested interested by virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia Projek Projek Jaya Jaya Sdn Sdn Bhd, Bhd, LDHB, LDHB, Amsteel Amsteel Mills Mills Sdn Sdn AND by BUSINESS Bhd, Bhd, LDH LDH (S)(S) PtePte Ltd, Ltd, Silverstone Silverstone Corporation Corporation Berhad, Berhad, Teraju Teraju Varia Varia Sdn Sdn Bhd Bhd and and LDH LDH Management Management Sdn Sdn Bhd. Bhd. LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited f liability f Deemed Deemed interested interested byunder by virtue virtue of of Section Section of of the the ActAct held held viavia LDH LDH (S)(S) Pte Pte Ltd, Ltd, Teraju Teraju Varia Varia Sdn Sdn Bhd Bhd and and company the name6A6A of Lion (Teck Chiang) Sdn Berhad. It subsequently LDH LDH Management Management Sdn Sdn Bhd. Bhd. changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a g g Deemed Deemedinterested interestedbybyvirtue virtueof ofSection Section6A6Aof ofthetheActActheld heldviaviaLDHB, LDHB,LDH LDH(S)(S)PtePteLtd, Ltd,Silverstone Silverstone public company and adopted its current name on 30 May 1981. Corporation Corporation Berhad, Berhad, Teraju Teraju Varia Varia Sdn Sdn Bhd Bhd and and LDH LDH Management Management Sdn Sdn Bhd. Bhd. h h Deemed Deemed interested interested byby virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia LDHB, LDHB, Amsteel Amsteel Mills Mills Sdn Sdn Bhd, Bhd, LDH LDH (S)(S) PtePte LCB isSilverstone an investment holding company whose subsidiaries are involved in the manufacturing Ltd, Ltd, Silverstone Corporation Corporation Berhad, Berhad, Teraju Teraju Varia Varia Sdn Sdn Bhd Bhd and and LDH LDH Management Management Sdn Sdn Bhd. Bhd. and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, i i Deemed Deemed interested interested byby virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia LDHB, LDHB, LDH LDH (S)(S) PtePte Ltd, Ltd, Teraju Teraju Varia Varia Sdn Sdn Bhd Bhd distribution and trading of office equipment and steel related products; share registration and and and LDH LDH Management Management Sdn Sdn Bhd. Bhd. secretarial services; and the assembly, sale and distribution of commercial vehicles. j j Deemed Deemed interested interested byby virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia Teraju Teraju Varia Varia Sdn Sdn Bhd. Bhd. k k LCB LCB Class Class B(a) B(a) RCSLS, RCSLS, with with a right a right to to convert convert into into new new LCB LCB Shares Shares at at a conversion a conversion price price of of RM1.00 RM1.00 each each LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was Deemed Deemed interested interested byby virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia ACB. ACB. incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of l l LCB LCB Class Class B(b) B(b) RCSLS, RCSLS, with with a right a right to to convert convert into into new new LCB LCB Shares Shares at at a conversion a conversion price price of of RM1.00 RM1.00 each. each. HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The Deemed Deemed interested interested byby virtue virtue of of Section Section 6A6A of of thethe ActAct held held viavia ACB, ACB, Silverstone Silverstone Corporation Corporation Berhad Berhad and and Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial LICB. LICB. 4.4. production of HRC in March 1999. With an annual rated production capacity of 2 million metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in DIRECTORS DIRECTORS AND THEIR THEIR SHAREHOLDINGS SHAREHOLDINGS the country. AND 2. The TheDirectors Directorsand andtheir theirrespective respectiveshareholdings shareholdingsininLCB LCBbased basedononthetheRegister RegisterofofDirectors’ Directors’ Shareholdings Shareholdings as as at at LPD LPD are are as as follows:follows:SHARE CAPITAL Nationality/ Nationality/ Indirect Indirect The authorised, issued and paid-up share capital of LCBDirect asDirect at LPD are as follows:- Name Name TSWC TSWC * * DAC DAC NRIC/ NRIC/ Passport Passport No. No. of of No. No. of of Shares Shares No. No. of of Type Number Number Address Address Designation Designation Shares Shares %% Total %% ESOS ESOS a a RM 458,685 458,685 0.02 0.02 1,646,585,310 1,646,585,310 NonNonPenthouse, Level Level 48,48, 86.68 86.68 490,000 490,000 Malaysian/ Malaysian/ Penthouse, Independent Independent Menara Menara Citibank Citibank Authorised 430319-71430319-71Chairman Chairman andand 165 165 Jalan Jalan Ampang Ampang 5033 5033 3,000,000,000 ordinary shares of RM1.00 each 3,000,000,000 Managing Managing 50450 50450 Kuala Kuala Lumpur Lumpur Director Director Issued and paid up b b 1103, Apartment Apartment 10,209,517 10,209,517 0.54 0.54 1,579,405,325 1,579,405,325 Malaysia Malaysia 1103, NonNon83.15 83.15 - 1,899,525,831 shares of RM1.00 each 1,899,525,831 Desa Desa Kudalari Kudalari Permanent Permanent ordinary Independent Independent Resident/ Resident/ Lorong NonNonLorong Kuda, Kuda, Jalan Jalan 500202-66500202-66- Tun Executive Executive Tun Razak, Razak, 50450 50450 5029 5029 Director Director Kuala Kuala Lumpur Lumpur Datuk Datuk Emam Emam Malaysian/ Malaysian/ Mohd Mohd Haniff Haniff binbin 421020-07421020-07Emam Emam Mohd Mohd 5209 5209 Hussain Hussain No. No. 16,16, Jalan Jalan Raja Raja Independent Independent Abdullah Abdullah Satu Satu 9/19A 9/19A NonNon40100 40100 Shah Shah Alam, Alam, Executive Executive Director Director Selangor Selangor Darul Darul Ehsan Ehsan - - - NonNonJalan Jalan SSSS 1/38 1/38 Malaysian/ Malaysian/ 2323 Independent 47300 Petaling Petaling Jaya Jaya Independent 390101-71390101-71- 47300 NonNonSelangor Selangor Darul Darul Ehsan Ehsan 5547 5547 Executive Executive [The rest of this page has been intentionally left Director Director - Independent Independent Folk Folk Fong Fong Shing Shing Malaysian/ Malaysian/ No. No. 4, 4, Lorong Lorong NonNon14/37E 46100 46100 @@ Kok Kok Fong Fong 320504-06320504-06- 14/37E Executive Executive Petaling Petaling Jaya, Jaya, Hing Hing 5047 5047 Director Director Selangor Selangor Darul Darul Ehsan Ehsan M.M. Chareon Chareon SaeSae Tang Tang @@ Tan Tan Whye Whye Aun Aun - - - - - - - - - - c c 490,900 490,900 0.03 0.03 - - - - - - - - - - blank] Datuk Datuk Mohd Mohd Yusof Yusof binbin Abd Abd Rahaman Rahaman Jalan Jalan Permata Permata Malaysian/ Malaysian/ 2222 Independent Independent Kuning, Taman Taman 470101-08470101-08- Kuning, NonNonCheras Cheras Permata Permata 7317 7317 Executive Executive Director Director 43200 43200 Batu Batu 9 Cheras, 9 Cheras, Selangor Selangor Darul Darul Ehsan Ehsan - - - - - - - - - - Datuk Datuk Karownakaran Karownakaran @@ Karunakaran Karunakaran A/L A/L Ramasamy Ramasamy Independent Independent 6 Lengkok Zaaba Zaaba Malaysian/ Malaysian/ 6 Lengkok NonNonTaman Tun Tun DrDr Ismail Ismail 500615-02500615-02- Taman Executive 60000 60000 Kuala Kuala Lumpur Lumpur Executive 5353 5353 Director Director 41 - - - - - - - - - - 43 4343 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. Notes:HISTORY AND BUSINESS a Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion Holdings Sdn LICB, Bayview Properties Lion Management Sdn the Bhd,Act Horizon Towers Sdn Bhd, LCBBhd, wasLDHB, incorporated in Malaysia onSdn 27 Bhd, September 1972 under as a private limited Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn liability company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest changed itsBhd, name Lion Corporation SdnCompany Bhd onLimited, 18 May 1981. was converted into a (M) Sdn LiontoHoldings Pte Ltd, Viewtrain Billion GrowIt Limited, Lion Development (Penang) Sdn Bhd, TrillionvestitsSdn Bhd, Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax public company and adopted current name on 30 May 1981. Electronics Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd, Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited, LCBUmatrac is an investment holding company whose subsidiaries are involved in the manufacturing Amsteel Equity Capital Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd, and deemed and interested marketing of steel products such asofHRC, bands, platesPuan andSri sheets; manufacturing, by virtue of Section 134(12)(c) the ActCRC, held via his spouse, Chan Chau Ha @ Chan distribution Chow Har.and trading of office equipment and steel related products; share registration and secretarial and the of assembly, and commercial b Deemed services; interested by virtue Section 6Asale of the Actdistribution held via Lion of Holdings Sdn Bhd,vehicles. Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd, Araniaga Holdings Sdn Bhd,are Panoron Sdn Bhd, (M) Sdn Bhd,Megasteel Amanvest (M)was Sdn LCB’s core manufacturing activities carried outHappyvest via Megasteel. Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, LDHB, LDH incorporated Malaysia 1989 underCompany the Act.Limited, Its principal activity is the manufacturing of (S) Pte Ltd,inNarajaya Sdn in Bhd, Viewtrain Lion Realty Pte Ltd, Sin Seng Investments Pte HRC, plates andLDH bands, generically known as hot rolled flat steel products. The Ltd,CRC, Terajusheets, Varia Sdn Bhd and Management Sdn Bhd. Megasteel plant, which is oflocated Banting, Selangor Darul Ehsan,Tancommenced c Deemed interested by virtue Section in 134(12)(c) of the Act held via his spouse Puah Tien andtrial his daughtherofTang Yee in Ling. production HRC March 1999. With an annual rated production capacity of 2 million 2. metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in In theaddition, country. TSWC has an indirect interest in RM1,218,342 of LCB Class B(a) RCSLS and RM102,397,059 of LCB Class B(b) RCSLS. Please refer to Section 3 of this appendix for more details. SHARE CAPITAL 5. SUBSIDIARY COMPANIES The authorised, AND issuedASSOCIATED and paid-up share capital of LCB as at LPD are as follows:The subsidiary and associated companies of LCB as at LPD are as follows:Type Total RM Subsidiary AuthorisedCompanies 3,000,000,000 ordinary shares of RM1.00 each Date and Place Issued and Name Issued and paidofupIncorporation Paid-Up Capital 1,899,525,831 ordinary shares of RM1.00 each 12.06.1974 / RM38,550,000 Kinabalu Motor Malaysia Assembly Sendirian Berhad LCB Harta (M) Sdn Bhd LCB Venture Pte Ltd 09.03.2002 / Malaysia RM2 Equity Interest % 50.01 100 3,000,000,000 Principal Activities 1,899,525,831 Assembly and sale of private and commercial vehicles Managing of debts novated from LCB and certain of its subsidiaries pursuant to a debt restructuring exercise undertaken by LCB and certain of its subsidiaries / page SGD2 100left blank] Investment holding [The09.11.2004 rest of this has been intentionally Republic of Singapore Limpahjaya Sdn Bhd 13.02.1986 / Malaysia RM7,202 100 Investment holding Lion Construction & Engineering Sdn Bhd 18.05.1976 / Malaysia RM8,008,510 100 Construction and engineering work Lion Excellent Sdn Bhd (In liquidationvoluntary) 17.07.1984 / Malaysia RM1,600,000 100 Ceased operations 41 44 44 civil APPENDIX II – INFORMATION ON LCB (CONT’D) 1. HISTORY ANDDate BUSINESS and Place Name of Incorporation Issued and Paid-Up Capital Equity Interest % Principal Activities LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited under the / nameSGD10,000 of Lion (Teck Chiang) Berhad.merchant It subsequently Lion liability General company 29.04.1983 100 Sdn General Trading & changed its name toSingapore Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a Marketing Pte public(S) company and adopted its current name on 30 May 1981. Ltd LCB is an investment holding company whose subsidiaries are involved in the manufacturing Lion Rubber Works 07.06.1983 / RM2,500,000 100 Ceased operations and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, Sdn Bhd Malaysia of office and steel related share registration and Lion distribution Steelworks and trading 04.03.1978 / equipment RM15,000,010 100 products; Manufacture and distribution secretarial services; and the assembly, sale and distribution of commercial vehicles. Sdn Bhd Malaysia of office equipment, security equipment and steel related LCB’s core manufacturing activities are carried out via Megasteel. products Megasteel was incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of Lion HRC, Trading & sheets,02.11.1983 RM101,247 100 Trading andproducts. marketing CRC, plates and/ bands, generically known as hot rolled flat steel The of Marketing Sdn Bhd Malaysia security commenced equipment, trial office Megasteel plant, which is located in Banting, Selangor Darul Ehsan, equipment and steel related production of HRC in March 1999. With an annual rated production capacity of 2 million products metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in the country. 2. Total Triumph Investments Limited 16.06.2006 / British Virgin Islands USD1 100 Investment holdings SHARE CAPITAL LCB Harta (L) 15.05.2008 / USD1 100 Acquisition of loans The authorised, issuedLabuan and paid-up share capital of LCB as at LPD are as follows:Limited denominated in United States currency Type Total Subsidiary of Total Triumph Investments Limited RM Authorised Bright Steel Sdn 11.10.1973 / RM32,143,500 100 Manufacturing, sale and shares of RM1.00 each 3,000,000,000 Bhd 3,000,000,000 ordinary Malaysia distribution of steel and iron products Issued and paid up 1,899,525,831 ordinary shares of RM1.00 each Subsidiaries of Bright Steel Sdn Bhd 1,899,525,831 B.A.P. Industries Sdn Bhd 13.12.1983 / Malaysia RM6,000,000 77.50 Manufacturing, marketing and distribution of prepainted steel sheets and related products Bright Steel Service Centre Sdn Bhd 08.07.1986 / Malaysia RM20,000,000 57.10 Processing and selling of steel coils and sheets Bright Enterprise (Sdn.) Berhad 30.04.1975 / Malaysia RM1,600,000 51 Century Container Industries Sdn Bhd 11.01.1984 / Malaysia RM40,000,000 100 Property investment, letting of building space and plant and machinery facilities Omali Corporation Sdn Bhd 17.07.1984 / Malaysia RM2 100 Investment holding 100 Trading and distribution of commercial vehicles parts and provisions of related services Trading in steel and iron products [The rest of this page has been intentionally left blank] Subsidiary of Kinabalu Motor Assembly Sendirian Berhad KMA Marketing Sdn Bhd 27.03.1978 / Malaysia RM3,111,656 41 45 45 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. HISTORY ANDDate BUSINESS and Place Name of Incorporation Issued and Paid-Up Capital Equity Interest % Principal Activities LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited Subsidiary Marketing liabilityof KMA company under Sdn the Bhd name of Lion (Teck Chiang) Sdn Berhad. It subsequently changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a Kinabalu Carcompany and 12.03.1980 RM2 name on 30 May 100 Dormant public adopted /its current 1981. Distributors Sdn Bhd Malaysia LCB is an investment holding company whose subsidiaries are involved in the manufacturing and marketing of steelSdn products Subsidiaries of Limpahjaya Bhd such as HRC, CRC, bands, plates and sheets; manufacturing, distribution and trading of office equipment and steel related products; share registration and secretarial services;02.04.1982 and the assembly, sale and distribution71of commercial vehicles. Bersatu / HKD600,000 Ceased operations Investments Hong Kong SAR Company Limited LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of RM500,000 Investment holding HRC, CRC, sheets,28.11.1987 plates and/ bands, generically known 100 as hot rolled flat steel products. The Malaysia Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial production of HRC07.05.1981 in March/ 1999. With an annual rated capacity of 2 million Lyn (Pte) Ltd SGD1,555,555 79 production Investment holding metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in Republic of the country. Singapore Lion Com Sdn Bhd Megasteel 2. 18.04.1989 / SHARE CAPITALMalaysia Umevest Sdn Bhd 25.08.1983 / RM601,866,701 RM3,500,000 78.90 Manufacturing of HRC, CRC, bands, plates and sheets 100 Investment holding 100 Total RM Dormant The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Malaysia Type of Bersatu Investments Company Limited Subsidiary Glit Investments 02.04.1982 / HKD600,000 Authorised Company Limited Hong Kong SAR 3,000,000,000 ordinary shares of RM1.00 each Issuedofand paid upSdn Bhd Subsidiary Lion Com 1,899,525,831 ordinary shares of RM1.00 each Secretarial 27.10.1982 / RM20,000 Communications Malaysia Sdn Bhd 3,000,000,000 100 1,899,525,831 Share registration and secretarial services 100 Ceased operations Subsidiary of Lyn (Pte) Ltd Logic Furniture (S) Pte Ltd 09.03.1983 / Republic of Singapore SGD700,000 Subsidiaries of Megasteel Megasteel Harta (L) Limited Secomex Manufacturing (M) Sdn Bhd [The17.08.2005 rest of this has been intentionally / page USD1 100 left blank] Dormant Labuan 24.07.1990 / Malaysia RM500,000 100 Manufacturing and marketing of industrial gases Subsidiaries of Umevest Sdn Bhd Logic Concepts (M) Sdn Bhd 09.11.1983 / Malaysia RM100,000 71 Ceased operations Logic Furniture (M) Sdn Bhd 12.06.1990 / Malaysia RM100,000 91 Ceased operations 41 46 46 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. HISTORY ANDDate BUSINESS and Place Name of Incorporation Issued and Paid-Up Capital Equity Interest % Principal Activities LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited Subsidiary of Lion Construction & Engineering Sdn Bhd liability company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a PMB public Building 16.05.1983 RM1,500,000 100 Investment holding company and adopted /its current name on 30 May 1981. System Sdn Bhd Malaysia LCB is an investment holding company whose subsidiaries are involved in the manufacturing and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, of office equipment and steel related share registration and PMB distribution Jaya Sdn Bhdand trading 26.04.1985 / RM5,000,000 100 products; Ceased operations secretarial services; Malaysia and the assembly, sale and distribution of commercial vehicles. Subsidiary of PMB Building System Sdn Bhd LCB’sof Lion core General manufacturing activities are(S) carried Subsidiary Trading & Marketing Pte Ltd out via Megasteel. Megasteel was incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of Lion Plate 17.02.1997 / bands, RM10,000 Manufacturing and marketing HRC,Mills CRC, sheets, plates and generically known 100 as hot rolled flat steel products. The Sdn Bhd Malaysia of hot rolled steel plate trial Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced production of HRC in March 1999. With an annual rated production capacity of 2 million metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in the country. Lion Fichet Sdn 26.02.1975 / RM3,000,000 100 Ceased operations Subsidiary of Lion Steelworks Sdn Bhd Bhd Malaysia 2. Subsidiary SHARE CAPITAL of LCB Harta (L) Limited PancarThe Tulin Sdn 17.04.2008 / RM2 100 Property investment / authorised, issued and paid-up share capital of LCB as at LPD are as follows:Bhd Malaysia development activity Type Total RM Note:Authorised # 3,000,000,000 Held by subsidiary companies. ordinary shares of RM1.00 each 3,000,000,000 Issued and paid up Associated Companies 1,899,525,831 ordinary shares of RM1.00 each Date and Place of Incorporation Name Issued and PaidUp Capital 1,899,525,831 Equity Interest % Principal Activities ACB 10.10.1974 / Malaysia RM1,331,174,812 38.17 # 1.89 Investment holding LICB 17.03.1924 / Malaysia RM712,920,465 25.33 # 15.65 Investment holding and property development Lion Plantations Sdn Bhd 11.05.1979 / Malaysia RM8,000,000 30.00 Investment holding [The rest of this page has been intentionally left blank] Lion Insurance Company Limited 11.10.2004 / Labuan USD80,000 # 39.00 Captive insurance business Lion Asiapac Limited 06.12.1968 / Singapore SGD47,486,565.40 # 29.98 Investment holding Note:# Held by subsidiary companies. 41 47 47 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. 6. HISTORY AND BUSINESSRECORD PROFIT AND DIVIDEND LCB was incorporated Malaysia on 27based September 1972 under the Act as a private limited The profit and dividendinrecord of LCB on its audited financial statements for each of liability company of Lion (Teck Chiang) Sdn Berhad. subsequently the five (5) FYE 30under June the 2004name to 2008 and unaudited consolidated financialItstatements for changed nameended to Lion Corporation2009 Sdnare Bhd on 18 May 1981. It was converted into a the six (6)itsmonth 31 December as follows: public company and adopted its current name on 30 May 1981. FYE 30 June <---------------------------------Audited----------------------------> Unaudited 6-month LCB is an investment holding company whose subsidiaries are involved in the manufacturing ended and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing,31 December distribution and trading of office equipment and steel related products; share registration and 2004 2005 2006 2007 2008 2008 secretarial services; and the assembly, sale and distribution of commercial vehicles. RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was Revenue 3,977,086 5,233,782 2,170,093 incorporated in Malaysia2,445,442 in 1989 under the Act. 2,507,212 Its principal4,619,893 activity is the manufacturing of HRC, CRC, sheets, bands, 182,455 generically(556,386) known as hot rolled flat steel9,992 products.(183,491) The Profit/(Loss) Before plates and 49,672 (181,197) Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial Tax production of HRC in March 1999. With an annual rated production capacity of 2 million Taxation 5,446 82,505 126,178 (6,978) 14,852 15,174 metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in Profit/(Loss) 55,118 264,960 (430,208) (188,175) 24,844 (168,317) the country. After Tax Minority Interest 2. SHARE CAPITAL PATMI (11,887) (33,195) 27,335 (25,232) (10,134) 13,109 43,231 231,765 (402,873) (213,407) 14,710 (155,208) The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Net EPS/(LPS) Type (RM) 0.05 0.25 (0.43) (0.21) 0.02 (0.15) Gross Dividend (%) Authorised Shareholders’ ordinary shares 705,475 3,000,000,000 of RM1.00919,463 each Funds/ NA Issued and paid up - - - - 585,884 647,903 674,060 3,000,000,000 507,049 19,166 (56,872) 1,005,118 Total RM NTA 42,545 1,899,525,831 ordinary shares of RM1.00367,625 each No. of Shares (‘000) 919,041 925,594 1,005,116 83,561 110,139 1,899,525,831 1,005,116 1,005,118 Total Borrowings Gearing (times) 3,904,526 3,910,943 4,107,197 4,101,871 3,956,667 3,965,733 5.53 4.25 7.01 6.33 5.87 7.82 Note:There were no exceptional items during the financial years under review. [The rest of this page has been intentionally left blank] 41 48 48 APPENDIX II – INFORMATION ON LCB (CONT’D) 7. STATEMENT 7. STATEMENT OF OF ASSETS ASSETS AND AND LIABILITIES LIABILITIES 1. HISTORY ANDOF BUSINESS 7. STATEMENT ASSETS AND LIABILITIES The is of and liabilities of based on its balance The following following is the the statement statement of assets assets liabilities of LCB LCB on as its aaudited audited LCB was incorporated in Malaysia on 27and September 1972 underbased the Act private balance limited sheets as at and 2008:The following is the2007 statement of assets and liabilities of LCB based on its audited balance sheets as company at 30 30 June June 2007 and liability under the 2008:name of Lion (Teck Chiang) Sdn Berhad. It subsequently sheets as at 30 June 2007 and 2008:changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a Audited Audited Audited Audited public company and adopted its current name on 30 May 1981. 30.06.2007 30.06.2008 Audited Audited 30.06.2007 30.06.2008 (RM’000) (RM’000) 30.06.2007 30.06.2008 (RM’000) (RM’000) LCB is an investment holding company whose subsidiaries are involved in the manufacturing (RM’000) (RM’000) and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, ASSETS ASSETS distribution ASSETS and trading of office equipment and steel related products; share registration and Property, and 3,028,309 secretarial services; and the assembly, sale and distribution of commercial Property, plant plant and equipment equipment 3,028,309 vehicles. 3,083,515 3,083,515 Prepaid land lease payments 25,062 15,047 Property, plant and equipment 3,028,309 3,083,515 Prepaid land lease payments 25,062 15,047 Goodwill 564,342 563,921 Prepaid land lease payments 25,062 15,047 LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was Goodwill 564,342 563,921 Investment in associates 1,001,563 1,359,033 Goodwill 564,342 563,921 incorporated Malaysia in 1989 under the Act. Its principal activity is the manufacturing of Investment ininassociates 1,001,563 1,359,033 Other investments 1,408 1,380 Investment insheets, associates 1,001,563 1,359,033 OtherCRC, investments 1,408 1,380 HRC, plates and bands, generically known as hot rolled flat steel products. The Long receivable 239,469 241,864 Other investments 1,408 commenced 1,380 Long term term receivable 241,864 Megasteel plant, which is located in Banting, Selangor Darul239,469 Ehsan, trial Deferred tax assets 122,992 134,952 Long termtax receivable 239,469 241,864 Deferred assets 122,992 134,952 production of HRC in March 1999. With an annual rated production capacity of 2 million Non-Current Assets 4,983,145 5,399,712 Deferred tax assets 122,992 134,952 Non-Current Assets 4,983,145 5,399,712 metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in Non-Current Assets 4,983,145 5,399,712 the country. 2. Inventories 1,726,857 Inventories 1,726,857 Trade and other receivables 483,076 Inventories 1,726,857 Trade and other receivables 483,076 Tax recoverable 4,462 SHARE CAPITAL Trade and other receivables 483,076 Tax recoverable 4,462 Deposits with financial institutions 11,471 Tax recoverable 4,462 Deposits with financial institutions 11,471 Cash and bank balances 51,422 Deposits with financial institutions 11,471 The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Cash and bank balances 51,422 Current Assets 2,277,288 Cash and bank balances 51,422 Current Assets 2,277,288 Current Assets 2,277,288 Type Total Non current assets classified as held for sale -RM Non current assets classified as held for sale 2,277,288 Non current assets classified as held for sale 2,277,288Authorised TOTAL ASSETS 7,260,433 2,277,288 TOTAL ASSETS 7,260,433 3,000,000,000 ordinary shares of RM1.00 each 3,000,000,000 TOTAL ASSETS 7,260,433 Issued and paid up EQUITY LIABILITIES 1,899,525,831 shares of RM1.00 each 1,899,525,831 EQUITY AND ANDordinary LIABILITIES Equity Attributable to Equity Holders of the Company EQUITY AND LIABILITIES Equity Attributable to Equity Holders of the Company Share 1,005,116 EquityCapital Attributable to Equity Holders of the Company Share Capital 1,005,116 Reserves (357,213) Share Capital 1,005,116 Reserves (357,213) 647,903 Reserves (357,213) 647,903 Minority Interests 196,377 647,903 Minority Interests 196,377 Total Equity 844,280 Minority Interests 196,377 Total Equity 844,280 Total Equity 844,280 Borrowings 24,490 Borrowings 24,490 Bonds and debts 1,962,707 Borrowings 24,490 Bonds and debts 1,962,707 Deferred tax liabilities 18,406 Bonds and debts 1,962,707 Deferred tax liabilities 18,406 Deferred liabilities 51,057 tax liabilities 18,406 Deferred liabilities 51,057 Non-Current Liabilities 2,056,660 Deferred liabilities 51,057 Non-Current Liabilities 2,056,660 [The rest of this page has been intentionally left blank] Non-Current Liabilities 2,056,660 Trade 2,246,682 Trade and and other other payables payables 2,246,682 Amount due to subsidiaries Trade anddue other payables 2,246,682-Amount to subsidiaries Bank overdrafts 17,449 Amount due to subsidiaries Bank overdrafts 17,449Borrowings 1,641,784 Bank overdrafts 17,449 Borrowings 1,641,784 Bonds and debts 452,980 Borrowings 1,641,784 Bonds and debts 452,980 Tax 598 Bonds and debts 452,980 Tax payable payable 598 Current Liabilities 4,359,493 Tax payable 598 Current Liabilities 4,359,493 Current Liabilities 4,359,493 Total 6,416,153 Total Liabilities Liabilities 6,416,153 TOTAL EQUITY AND LIABILITIES 7,260,433 Total Liabilities 6,416,153 TOTAL EQUITY AND LIABILITIES 7,260,433 TOTAL EQUITY AND LIABILITIES 7,260,433 Note:Note:Note:Please for 41 Please refer refer to to the the Bursa Bursa Securities’ Securities’ website website (www.bursamalaysia.com) (www.bursamalaysia.com) for the the latest latest interim interim results. results. Please refer to the Bursa Securities’ website (www.bursamalaysia.com) for the latest interim results. 49 49 49 49 1,853,485 1,853,485 464,900 1,853,485 464,900 2,532 464,900 2,532 23,436 2,532 23,436 59,990 23,436 59,990 2,404,343 59,990 2,404,343 2,404,343 5,202 5,202 2,409,545 5,202 2,409,545 7,809,257 2,409,545 7,809,257 7,809,257 1,005,118 1,005,118 (331,058) 1,005,118 (331,058) 674,060 (331,058) 674,060 226,843 674,060 226,843 900,903 226,843 900,903 900,903 920,506 920,506 201,348 920,506 201,348 10,572 201,348 10,572 72,989 10,572 72,989 1,205,415 72,989 1,205,415 1,205,415 2,872,908 2,872,908 2,872,908-5,977 5,977405,513 5,977 405,513 2,417,606 405,513 2,417,606 935 2,417,606 935 5,702,939 935 5,702,939 5,702,939 6,908,354 6,908,354 7,809,257 6,908,354 7,809,257 7,809,257 APPENDIX II – INFORMATION ON LCB (CONT’D) 1. 8. HISTORY AND BUSINESS RESTRUCTURING OF LCB 9. LCB was incorporated in Malaysiafor onpurposes 27 September 1972 under the ActFebruary as a private The LCB Scheme was completed of implementation on 27 2009limited while liability company name ofis Lion (Teck Chiang) SdninBerhad. It subsequently the Proposed Rightsunder Issue the of Warrants expected to be completed the 2nd quarter of 2009. changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a public and adopted its current on 30 IV May Holderscompany are advised to read Section 8 ofname appendix of 1981. the Offer Document on information relating to the financial effects of the LCB Scheme, Offer and Proposed Rights Issue of LCB is an investment holding company whose subsidiaries are involved in the manufacturing Warrants. and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing, distribution and trading of office equipment and steel related products; share registration and secretarial services; and the assembly, sale and distribution of commercial vehicles. ANNOUNCEMENTS LCB’s refer core to manufacturing activities are carried out via Megasteel. for Megasteel was Please Bursa Securities’ website (www.bursamalaysia.com) any further incorporated in 1989 under the Act. Its principal activity is the manufacturing of developments onMalaysia the LCB in Scheme. HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial production of HRC in March 1999. With an annual rated production capacity of 2 million metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in the country. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of LCB as at LPD are as follows:Type Total RM Authorised [The rest of this page has been intentionally left blank] 3,000,000,000 3,000,000,000 ordinary shares of RM1.00 each Issued and paid up 1,899,525,831 ordinary shares of RM1.00 each 1,899,525,831 [The rest of this page has been intentionally left blank] 41 50 50 APPENDIX III – INFORMATION ON LIMPAHJAYA 1. HISTORY AND BUSINESS Limpahjaya was incorporated in Malaysia on 13 February 1986 as a private limited liability company under the Act. It is an investment holding company. 2. SHARE CAPITAL The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:Type Total RM Authorised 17,800 ordinary shares of RM1.00 each 17,800 720,000 preference shares of RM0.01 each 7,200 Issued and paid up 2 ordinary shares of RM1.00 each 2 720,000 preference shares of RM0.01 each 3. 7,200 SUBSTANTIAL SHAREHOLDERS Based on the Register of Substantial Shareholders, the substantial shareholders of Limpahjaya and their equity interests in Limpahjaya as at LPD are as follows:Ordinary Shares Name Country of Incorporation LCB Malaysia Direct No. of shares (’000) 2 % 100 Indirect No. of shares (’000) - % - Preference Shares Lion Rubber Works Sdn Bhd Malaysia Direct No. of shares (’000) 105,333 Lion Fichet Sdn Bhd Malaysia 189,333 26.3 - - Lion Steelworks Sdn Bhd Malaysia 425,334 59.1 - - Name Country of Incorporation 51 51 % 14.6 Indirect No. of shares (’000) - % - APPENDIX III – INFORMATION ON LIMPAHJAYA (CONT’D) 4. 1. DIRECTORS AND THEIR SHAREHOLDINGS HISTORY AND BUSINESS The Directors their respective shareholdings in Limpahjaya the Register Limpahjaya wasand incorporated in Malaysia on 13 February 1986 as a based privateon limited liability of Directors’under Shareholdings are as follows:company the Act. Itasis at anLPD investment holding company. 2. Direct Indirect No. of % No. of % Name shares shares (’000) as at LPD are as(’000) The authorised, issued and paid-up share capital of Limpahjaya follows:TSWC Malaysian 2a 100 Type Total Lee Whay Keong Malaysian RM SHARE CAPITAL Nationality Authorised Note:a17,800 Deemed interested by virtue of his substantial shareholdings in LCB ordinary shares of RM1.00 each 17,800 720,000 preference shares of RM0.01 each 5. 7,200 SUBSIDIARY Issued and paidAND up ASSOCIATED COMPANIES 2 ordinary shares of RM1.00 each 2 The subsidiaries of Limpahjaya as at LPD are as follows: 720,000 preference shares of RM0.01 each 7,200 Subsidiary Companies 3. Date/Place of SUBSTANTIAL SHAREHOLDERS Name of company incorporation Equity interest (%) Principal activities Based on the Register of Substantial Shareholders, the substantial shareholders of Umevest Sdnand Bhdtheir equity interests 25.08.1983/ 100are Investment holding Limpahjaya in Limpahjaya as at LPD as follows:Malaysia Ordinary Lion ComShares Sdn Bhd 28.11.1987/ Malaysia Country of 02.04.1982/ Incorporation Hong Kong SAR Malaysia 07.05.1981/ Singapore 100 Direct No. of shares71 (’000) 2 79 18.04.1989/ Malaysia Country of Subsidiary of Umevest Sdn Bhd Name Incorporation 78.90 Direct No. of shares (’000)71 105,333 Manufacturing of HRC, CRC, Indirect bands, plates and sheets % No. of % shares (’000) Ceased operations 14.6 - 189,333 91 26.3 Ceased operations - 425,334 59.1 - Bersatu Name Investments Company Limited LCB Lyn (Pte) Ltd Investment holding Indirect % No. of Ceased operations shares (’000) 100 Investment holding % - Preference Shares Megasteel Logic Concepts (M) Sdn Bhd Lion Rubber Works Sdn Bhd Lion Fichet Sdn Bhd Logic Furniture (M) Sdn Bhd Lion Steelworks Sdn Bhd 09.11.1983/ Malaysia Malaysia Malaysia 12.06.1990/ Malaysia Malaysia Subsidiary of Bersatu Investments Company Limited Glit Investments Company Limited 02.04.1982/ Hong Kong SAR 100 Dormant 09.03.1983/ Singapore 100 Ceased operations Subsidiary of Lyn (Pte) Ltd Logic Furniture (S) Pte Ltd 51 52 52 - APPENDIX III – INFORMATION ON LIMPAHJAYA (CONT’D) 1. HISTORY AND BUSINESS Date/Place of Name of company Equity interest (%) incorporation Principal activities Limpahjaya was incorporated in Malaysia on 13 February 1986 as a private limited liability Subsidiary of Lion Bhd company under the Com Act. ItSdn is an investment holding company. Secretarial Communications 2. 27.10.1982/ Malaysia Sdn Bhd CAPITAL SHARE 100 Share registration and secretarial services Subsidiary of Megasteel The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:Secomex Manufacturing (M) TypeBhd Sdn 24.07.1990/ Malaysia 100 Manufacturing and marketing of Total industrial gases RM 17.08.2005/ Labuan 17,800 ordinary shares of RM1.00 each 100 Dormant AuthorisedHarta (L) Limited Megasteel 17,800 720,000 preference shares of RM0.01 each 7,200 As at LPD, does not have any associated company. Issued and Limpahjaya paid up 2 ordinary shares of RM1.00 each 2 6. PROFIT AND DIVIDEND RECORD 720,000 preference shares of RM0.01 each 3. The profit and dividend record of Limpahjaya based on its audited financial statements for each of the five (5)SHAREHOLDERS FYE 30 June 2004 to 2008 is as follows: SUBSTANTIAL 7,200 Audited Based on the Register of Substantial Shareholders, the substantial shareholders of FYE 30 Juneand their equity interests Limpahjaya in Limpahjaya as at LPD 2004 2005 2006are as follows:2007 2008 RM 327 RM 485 Taxation Name Loss After Tax LCB (102,686) Country of Incorporation (87,056) (102,686) Malaysia Direct (92,726) No. of shares (92,726) (’000) 2 LPS (RM) (43,528) (51,343) (46,363) - - (370,069) Malaysia 7 Malaysia DirectNo. of (462,795) shares (’000) (462,795) 105,333 7 189,333 - Indirect %(564,558) No. of(734,517) % shares (’000) (564,558) (734,517) 14.6 7 7 26.3 - Malaysia 425,334 59.1 Ordinary Revenue Shares Loss Before Tax RM 338 (87,056) RM 480 RM 504 (101,763) Indirect (169,959) % No. of %shares (101,763) (’000)(169,959) 100 (50,882) (84,980) Preference Shares Gross Dividend (%) Shareholders’ Name NA Funds/ of (267,383) Country (370,069) Incorporation NTA (267,383) Lion Rubber Works Sdn Bhd No. of Shares (‘000) 7 Lion Fichet Sdn Bhd Lion Steelworks Sdn Bhd 51 53 53 - - APPENDIX III – INFORMATION ON LIMPAHJAYA (CONT’D) 7. 1. STATEMENT ASSETS AND LIABILITIES HISTORY ANDOF BUSINESS The following the statement of assets on and13liabilities Limpahjaya based on its audited Limpahjaya wasisincorporated in Malaysia Februaryof1986 as a private limited liability balance sheets 30 June and 2008:company underas theatAct. It is 2007 an investment holding company. 2. Audited 30.06.2007 (RM’000) SHARE CAPITAL Audited 30.06.2008 (RM’000) The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:ASSETS Type Subsidiaries Other investments Authorised Non-Current Assets 17,800 ordinary shares of RM1.00 each 3. 720,000 preference Asset held for sale shares of RM0.01 each Other receivables Issued and paid up Tax recoverable 2Amount ordinarydue shares RM1.00 each fromofsubsidiaries Amount due from related 720,000 preference sharescompanies of RM0.01 each Amount due from related parties Fixed deposits with a licensed bank Cash at bank SUBSTANTIAL Current Assets SHAREHOLDERS Total 1,345,479 RM 1,766 1,347,245 17,800 1,188,813 1,188,813 793 7,200 # 7 2 16,048 3,448 7,200 31,328 128 5 51,757 100,000 # 4 16,278 3,679 32,543 327 7 152,838 Based the Register of Substantial Shareholders, the substantial of TOTALonASSETS 1,399,002 shareholders 1,341,651 Limpahjaya and their equity interests in Limpahjaya as at LPD are as follows:EQUITYShares AND LIABILITIES Ordinary Equity Attributable to Equity Holders of the Company Share Capital Country of Accumulated losses Name Incorporation Total deficit in equity LCB Deferred liability Non-Current Liability Malaysia Direct No. of shares (’000) 2 7 % (564,565) (564,558) 100 1,914,744 1,914,744 Indirect 7 No. of (734,524) % shares (734,517) (’000) - 2,031,766 2,031,766 Preference Shares Other payables and accruals Amount due to a subsidiary Amount due to related companies Country of Name Incorporation Amount due to a related party Current Liabilities Malaysia Lion Rubber Works Sdn Bhd Total Liabilities Malaysia Lion Fichet Sdn Bhd TOTAL EQUITY AND LIABILITIES Lion Steelworks Sdn Bhd Malaysia Note:# Negligible 51 54 54 Direct No. of shares (’000) 105,333 189,333 425,334 29,501 2,083 %5,748 11,484 48,816 14.6 1,963,560 26.3 1,399,002 59.1 25,357 Indirect 2,081 No. of % 5,748 shares 11,216 (’000) 44,402 2,076,168 1,341,651 - - APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC are as follows:1. CONSIDERATION FOR THE OFFER Each Holder is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held. The salient terms and conditions of the LCB B Warrants are as set out in Appendix I of the Notice. Notwithstanding the provision in Section 3 below, in the event ACB declares, makes or pays any dividend and/or other distributions after the date of the Offer Document but prior to the close of the Offer which the Joint Offerors are not entitled to retain, the consideration for each Offer Share shall be reduced by the quantum of the net dividend and/or other distributions declared, made or paid. Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient or to be in the best interest of the Joint Offerors. Holders of the Offer Shares may accept the Offer in respect of all or any of their Offer Shares. 2. CONDITION OF THE OFFER The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holders and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer (“Shareholding Condition”). LCB has obtained the necessary approvals to implement the Offer as follows: (a) SC, which was obtained vide its letter dated 28 November 2008; (b) ECU pursuant to the Foreign Investment Committee’s Guidelines on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was obtained vide its letter dated 28 November 2008; (c) MITI, which was obtained vide its letter dated 24 December 2008; (d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum letter dated 22 December 2008; and (e) Shareholders of LCB at the EGM held on 22 January 2009. The SC has granted consent for the contents of the Offer Document vide its letter dated 26 February 2009 in respect of the disclosure requirements of the Code. However, such consent shall not be taken to indicate that the SC recommends the Offer. 55 55 APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) 3. principal WARRANTY The terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC are as follows:The Offer Shares are to be acquired on the basis of an acceptance by a Holder of the Offer made to him/her in accordance the provisions of the Offer Document and on the terms 1. CONSIDERATION FOR THEwith OFFER that, by such acceptance, the Accepting Holder irrevocably and unconditionally warrant that the Offer Shares to which acceptance relates sold, all orACB any moratorium, Each Holder is offered onesuch (1) LCB B Warrant forare every tenfree (10)from existing Shares held. claims, charges, encumbrances, options, are rights of out pre-emption, third The salient terms liens, and conditions of the pledges, LCB B Warrants as set in Appendix I ofparty the rights and other security interests, adverse interest and whatsoever from the date of valid Notice. acceptance and together with all the rights, benefits and entitlements attached thereto from the date of the Offer which at any time to theACB completion of makes the Offer may Notwithstanding the Document provision inorSection 3 below, inprior the event declares, or pays become attached thereto, the after rightsthe to date all dividends, rights, allotments and/or any dividend and/or other including distributions of the Offer Document but prior to any the other distributions thereafter declared, made or paid after the date of the Offer Document. close of the Offer which the Joint Offerors are not entitled to retain, the consideration for each Offer Share shall be reduced by the quantum of the net dividend and/or other 4. REVISIONSdeclared, TO THEmade OFFER distributions or paid. Where the terms of the Offer are revised during period commencing the Any fractional entitlements arising from the Offerthe will be disregarded andfrom shallthe bedate dealtofwith Offer to the written the revision, shall be in suchDocument manner as the JointClosing OfferorsDate, may ina their sole notification and absolute of discretion deem expedient despatched to all those who have previously accepted the Offer. or to be in the bestHolders, interest including of the Joint Offerors. Where any terms of themay Offeraccept are revised, the benefits of of theall Offer, as soofrevised, will Holders of of thethe Offer Shares the Offer in respect or any their Offer be made available to the Holders, including those who have previously accepted the Offer. Shares. 2. 5. In the event theOF Joint Offerors acquire the Shares at a price higher than the Offer Price during CONDITION THE OFFER the Offer Period, the upward revision to the Offer Price will also be made available to the Holders, those upon who have previously accepted theby Offer. The Offerincluding is conditional the Joint Offerors receiving 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, th The Offer may not be revised after the Joint forty-sixth (46holding ) day from the Posting Date, or posting withdrawn), which would result in the Offerors in aggregate, together with such date ofShares competing offeralready document, as theheld case or may be. to be acquired or held by the Joint ACB that are acquired, entitled Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and DURATION THE OFFER the Offer will OF cease to be capable of further acceptance and that the Accepting Holders and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer Except insofar as the Offer may be withdrawn with the written consent of the SC and every (“Shareholding Condition”). person released from any obligation incurred thereunder:LCB has obtained the necessary approvals to implement the Offer as follows: (a) Original Duration (a) SC, which was obtained vide its letter dated 28 November 2008; The Offer will remain open for acceptances for at least twenty-one (21) days from the Posting Date, unless or revised by the Joint Offerors in accordance with the (b) ECU pursuant to the extended Foreign Investment Committee’s Guidelines on the Acquisition Code. of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was obtained vide its letter dated 28 November 2008; Where there is a competing take-over offer made by a party other than the Joint Offerors during aforesaid (“Competing Offer”), the Offer Document shall (c) MITI, which wasthe obtained videperiod its letter dated 24 December 2008; be deemed to have been posted on the same day that the competing take-over offer document is posted. (d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum letter dated 22 December 2008; and (b) Revisions to the Offer (e) Shareholders of LCB at the EGM held on 22 January 2009. If the Offer is revised after the Posting Date, it will remain open for acceptances for a of atconsent least fourteen (14) days from theDocument date of posting thedated written The SC period has granted for the contents of the Offer vide its of letter 26 of theofrevision to all holders of the Offer anysuch of the terms Februarynotification 2009 in respect the disclosure requirements of theShares. Code. Where However, consent Offer are revised, of the shall notofbe the taken to indicate that thethe SC holders recommends theOffer Offer.Shares who have previously accepted the Offer shall also be entitled to receive the revised consideration that is to be paid or provided for the acceptance of the Offer. The Offer may not be revised after the forty-sixth (46th) day from the Posting Date or 55 document, if any. date of despatch of a competing offer 56 56 APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) (c) terms Extension of the Offer The principal and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC are as follows:In any announcement of an extension of time for accepting the Offer, the next expiry date of the Offer be OFFER stated. If it is stated that the Offer will remain open until 1. CONSIDERATION FORwill THE further notice, no less than fourteen (14) days’ notice in writing will be given before it is closed. Each Holder is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held. The salient terms and conditions of the LCB B Warrants are as set out in Appendix I of the (d) Closing of the Offer Notice. Where the has become or 3isbelow, declared unconditional to acceptances the Notwithstanding theOffer provision in Section in the event ACBas declares, makes orofpays Offer and/or on anyother day distributions before the forty-sixth (46th)ofday Posting but Date, the to Offer any dividend after the date the from Offerthe Document prior the open for for not fourteen (14) days from the datefor on close of will the remain Offer which theacceptances Joint Offerors are less not than entitled to retain, the consideration which the Offer and isbydeclared unconditional shall, in any event, be each Offer Share shall becomes be reduced the quantum of the which net dividend and/or other not later than the sixtieth (60th) day from the Posting Date. distributions declared, made or paid. 2. Where entitlements the Offer has become or the is declared as and to acceptances onwith any Any fractional arising from Offer willunconditional be disregarded shall be dealt day after (46thmay ) dayinfrom Date, the Offer will remain open in such manner asthe theforty-sixth Joint Offerors theirthe solePosting and absolute discretion deem expedient forthe acceptances forofnot than fourteen (14) days from the date on which the Offer or to be in best interest theless Joint Offerors. becomes and is declared unconditional which shall, in any event, be not later than the (74th) day the Posting Date. Holders seventy-fourth of the Offer Shares mayfrom accept the Offer in respect of all or any of their Offer Shares. The Joint Offerors shall give at least fourteen (14) days’ notice in writing (“Closing Notice”) the holders of the Offer Shares before closing the Offer, save and except CONDITION OFtoTHE OFFER in the following circumstances:The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or (i) Closing No Date, Closing Notice will be given wherethat thethey OfferareDocument clearly states before the valid acceptances (provided not, where permitted, thatwould the Offer will on a specific date; withdrawn), which result in be theclosed Joint Offerors holding in and aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint No 50% Closing beofgiven Competing has been Offerors,(ii) more than of theNotice votingwill shares ACB, where failing awhich the OfferOffer shall lapse and announced, unless the Competing Offer has reached its conclusion or the the Offer will cease to be capable of further acceptance and that the Accepting Holders and shareholders of thecease Offeree who hold by more 50% of the voting Shares of the Joint Offerors will thereafter to be bound anythan prior acceptances of the Offer the Offeree have irrevocably rejected the Competing Offer in favour of the (“Shareholding Condition”). Offer. LCB has obtained the necessary approvals to implement the Offer as follows: The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m. day from the Posting Date. (Malaysian time) on the vide sixtieth (60th)dated (a) SC, which was obtained its letter 28 November 2008; (b) ECU pursuant to the Foreign Investment Committee’s Guidelines on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was obtained vide its letter dated 28 November 2008; (c) MITI, which was obtained vide its letter dated 24 December 2008; [The rest of this page has been intentionally left blank] BNM, which was obtained vide its letter dated 19 December 2008 and the addendum letter dated 22 December 2008; and (d) (e) Shareholders of LCB at the EGM held on 22 January 2009. The SC has granted consent for the contents of the Offer Document vide its letter dated 26 February 2009 in respect of the disclosure requirements of the Code. However, such consent shall not be taken to indicate that the SC recommends the Offer. 55 57 57 APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) 6. principal RIGHTS ANunless ACCEPTING The termsOF andWITHDRAWAL conditions of the BY Offer, otherwise HOLDER directed or permitted to be varied by the SC are as follows:(a) An Accepting Holder may withdraw his acceptance from the date which is twentyone (21) daysFOR after THE the First Closing Date of the original Offer (in the event the Offer 1. CONSIDERATION OFFER is extended), unless the take-over offer has become or is declared unconditional as to acceptances. Each Holder is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held. The salient terms and conditions of the LCB B Warrants are as set out in Appendix I of the (b) All acceptances of the Offer by Accepting Holders SHALL BE IRREVOCABLE. Notice. However, where the Joint Offerors, having announced the Offer to be unconditional as to acceptances, fail to any in of the event requirements set out in Section 9(a) Notwithstanding the provision in comply Section with 3 below, ACB declares, makes or pays belowand/or by theother closedistributions of trading ofafter the the LCB Shares BursaDocument Securitiesbut onprior the market any dividend date of theonOffer to the the the Relevant Day, the Accepting Holders shall bethe entitled to withdraw close of day the following Offer which Joint Offerors are not entitled to retain, consideration for his/her acceptance thereafter. each Offer Share shall beimmediately reduced by the quantum of the net dividend and/or other distributions declared, made or paid. (c) Notwithstanding Section 6(b) above, the SC may terminate the right of withdrawal by an Accepting Holder(s) if:- from the Offer will be disregarded and shall be dealt with Any fractional entitlements arising in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient (i)the best The Joint of Offerors with the requirements set out in Section 9(a) or to be in interest the Jointcomply Offerors. below within eight (8) days from the Relevant Day, provided that the expiry of the Shares eight (8)-day periodthe shall not infallrespect after the expiry of sixty (60)Offer days Holders of the Offer may accept Offer of all or any of their from the Posting Date; and Shares. 2. 7. 8. (ii) TheTHE JointOFFER Offerors confirm in a statement by way of a Press Notice that the CONDITION OF Offer is still unconditional as to the level of acceptances. The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or (d) Notwithstanding foregoing, the rights of anythat person withdrawn his or its before the Closing Date,the valid acceptances (provided theywho arehas not, where permitted, acceptance beforeresult the termination the right of withdrawal by the SC shall be withdrawn), which would in the Jointof Offerors holding in aggregate, together withnot such prejudiced by already the termination of held the right of withdrawal by the SC. ACB Shares that are acquired, or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and WITHDRAWAL OFFER the Offer will ceaseOF to THE be capable of further acceptance and that the Accepting Holders and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer The Joint Offerors cannot withdraw the Offer without the prior written approval from the SC. (“Shareholding Condition”). METHOD OF SETTLEMENT LCB has obtained the necessary approvals to implement the Offer as follows: Subject SC, to the Offer having declared 2008; wholly unconditional as to (a) which washaving obtainedbecome vide itsor letter datedbeen 28 November acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B WarrantsECU intopursuant the CDStoaccount of theInvestment AcceptingCommittee’s Holders within twenty-one (21)Acquisition days from (b) the Foreign Guidelines on the the Closing Date of the Offer in respect of acceptances which received and are complete of Interests, Mergers and Take-Overs by Local and are Foreign Interest, which was in all respects by vide that date. obtained its letter dated 28 November 2008; This is provided thatwas all such acceptances are deemed the Joint 2008; Offerors to be complete (c) MITI, which obtained vide its letter dated 24byDecember and valid in all respects in accordance with the terms and conditions in the Offer Document. (d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum Except with consent of the SC, which letterthe dated 22 December 2008; and would only be granted in certain circumstances in which all Holders of the Offer Shares are to be treated similarly, settlement of the consideration to which Holder is entitled under the Offer will be implemented (e) Shareholders of any LCBAccepting at the EGM held on 22 January 2009. in full, in accordance with the terms of the Offer, without regard to any lien, right of set-off, counter-claim or other analogous to which Joint Offerorsvide mayitsotherwise be 26 or The SC has granted consent for therights contents of the the Offer Document letter dated claim to be entitled as against thedisclosure Acceptingrequirements Holder. February 2009 in respect of the of the Code. However, such consent shall not be taken to indicate that the SC recommends the Offer. This, however, is without prejudice to the Joint Offerors’ rights to make any claim against the Accepting Holder after such full settlement in respect of a breach of the warranty stated in Section 3 above. 55 58 58 APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) 9. ANNOUNCEMENT OF ACCEPTANCES 9. ANNOUNCEMENT OF 9. principal ANNOUNCEMENT OF ACCEPTANCES ACCEPTANCES The terms and conditions of the Offer, unless otherwise directed or permitted to be varied by the SC are as follows:(a) The Joint Offerors will announce the following by way of Press Notice and (a) The (a) The Joint Joint Offerors Offerors will will announce announce the the following following by by way way of of Press Press Notice Notice and and simultaneously inform the SC and Bursa Securities before trading of the LCB Shares simultaneously inform the SC and Bursa Securities before trading of the LCB Shares simultaneously inform the SC and Bursa Securities before trading of the LCB Shares 1. CONSIDERATION FOR THE OFFER commences on Bursa Securities on the Relevant Day:commences commences on on Bursa Bursa Securities Securities on on the the Relevant Relevant Day:Day:Each Holder is offered one (1)ofLCB BOffer, Warrant for every ten (10) existing ACB Shares held. (i) The position the that is, whether the Offer is closed, revised or (i) The of the Offer, that is, whether the Offer is closed, revised or (i) termsextended; The position of the Offer, that is, whether the Offer is closed, revised or The salient andposition conditions of the LCB B Warrants are as set out in Appendix I of the and extended; and extended; and Notice. (ii) The total number of Offer Shares, and the respective percentages of the (ii) The total number of Shares, and the percentages the (ii) The total number of Offer Offer Shares, andevent the respective respective percentages ofpays the Notwithstanding the provision in Section 3ofbelow, in the ACB declares, makes orof issued and paid-up capital the Offeree:issued and paid-up capital of the Offeree:issued anddistributions paid-up capital of the the date Offeree:any dividend and/or other after of the Offer Document but prior to the close of the Offer whichInthe JointofOfferors are not entitled retain, thebeen consideration for (A) respect which acceptances of thetoOffer have received after (A) of acceptances of Offer have been after (A)shallIn Inberespect respect of which which acceptances ofofthe the Offer have been received received after each Offer Share reduced by the quantum the net dividend and/or other the Posting Date; the the Posting Posting Date; distributions declared, made or paid. Date; (B) Held by the Joint Offerors at the time of the Posting Date; and (B) Held by Joint Offerors at of Date; (B) Held by the thefrom Jointthe Offerors at the the time of the the Posting Posting Date; and Any fractional entitlements arising Offer will betime disregarded and shall beand dealt with in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient (C) Acquired or agreed to be acquired by the Joint Offerors during the (C) Acquired or agreed to be acquired by the Joint Offerors during the (C) Acquired or agreed to be acquired by the Joint Offerors during the or to be in the best interest of the Joint Offerors. Offer Period. Offer Period. Offer Period. Holders of the Offer Shares may accept the Offerbyinacceptances, respect of all or may any be of included their Offer (b) In computing the Offer Shares represented there or (b) In computing the Offer Shares represented by acceptances, there may be included or (b) In computing the Offer Shares represented by acceptances, there may be included or Shares. excluded for announcement purposes, acceptances which are not in all respects in excluded for announcement purposes, acceptances which are not in all respects in excluded for announcement purposes, acceptances which are not in all respects in order or which are subject to verification. order or which are subject to verification. order orOF which subject to verification. 2. CONDITION THEare OFFER 10. 10. 10. (c) References to the making of an announcement or the giving of notice by the Joint (c) References to making of announcement giving of by the Joint (c) Offer References to the the making ofofan an announcement or the giving of notice notice by the Joint The is conditional upon the Joint Offerors receivingor bythe 5.00 pm (Malaysian time) on or Offerors include the release an announcement by AmInvestment Bank or the Joint Offerors include the release of an announcement by AmInvestment Bank or the Joint Offerors include the release of an announcement by AmInvestment Bank or the Joint before the Closing Date, valid acceptances (provided that they are not, where permitted, Offerors’ advertising agent(s) to the press, and the delivery or transmission via Offerors’ advertising agent(s) to press, and or transmission via Offerors’ advertising agent(s) to the the press,holding and the the delivery ortogether transmission via withdrawn), whichor would result in the Joint Offerors in delivery aggregate, with such facsimile Bursa Securities’ Listing Information Network (also known as Bursa facsimile or Bursa Securities’ Listing Information Network (also known as Bursa facsimile or Bursa Securities’ Listing Information Network (also known as Bursa ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint LINK) of an announcement to Bursa Securities. of announcement to LINK) of an an50% announcement to Bursa Bursa Securities. Offerors,LINK) more than of the voting shares Securities. of ACB, failing which the Offer shall lapse and the OfferAn willannouncement cease to be capable ofotherwise further acceptance and thatSecurities the Accepting Holders and (d) made than to Bursa shall be notified (d) An announcement made otherwise than Securities shall (d) Jointsimultaneously An announcement made otherwise than to tobyBursa Bursa Securities shall ofbe bethenotified notified the Offerors will to thereafter cease to be bound any prior acceptances Offer Bursa Securities. simultaneously to simultaneously to Bursa Bursa Securities. Securities. (“Shareholding Condition”). GENERAL GENERAL GENERAL LCB has obtained the necessary approvals to implement the Offer as follows: (a) All communications, notices, documents and payments to be delivered or sent to the (a) All notices, documents and to be or sent to (a) All communications, communications, notices, documents and payments toas bethedelivered delivered or be, sentwill to the the (a) SC, whichofwas obtained vide its letter dated 28 payments November 2008; Holders the Offer Shares or their designated agents, case may be Holders of the Offer Shares or their designated agents, as the case may be, will Holders of by theordinary Offer Shares ortheir theirown designated agents, as the case may be, will be be despatched mail at risk. despatched by ordinary mail their despatched by to ordinary mail at atInvestment their own own risk. risk. (b) ECU pursuant the Foreign Committee’s Guidelines on the Acquisition of Interests,omission Mergers toand Take-Overs by Local and Foreign Interest,towhich was Accidental despatch the Offer Document to any person whom the Accidental omission to despatch the Offer Document to any person to whom the Accidental omission to despatch the Offer Document to any person to whom the obtained vide its letter dated 28 November 2008; invalidate the Offer in any way. Offer is made shall not Offer is made shall not invalidate the Offer in any way. Offer is made shall not invalidate the Offer in any way. (c) MITI, which was obtained vide its lettertodated 24 December 2008; (c) All costs and expenses of or incidental the preparation and circulation of the Offer (c) All costs and expenses of or incidental to the preparation and of Offer (c) All costs and expenses of or incidental toand theother preparation and circulation circulation of the the Offer Document (other than professional fees costs relating to the Offer incurred Document (other than professional fees and other costs relating to the Offer incurred Document (other than professional fees and other costs relating to the Offer incurred (d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum by the Offeree) will be borne by the Joint Offerors. Malaysian stamp duty and by the Offeree) will be borne by Offerors. Malaysian stamp duty and by the Offeree) will be 2008; borne by the the Joint Joint Offerors. Malaysian stamp duty and letter dated 22 December and Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be borne by the Joint Offerors. For the avoidance of doubt, the payment of any transfer borne by the Joint Offerors. For the avoidance of doubt, the payment of any transfer borne by the Joint Offerors. For the avoidance of doubt, the payment of any transfer (e) Shareholders of LCB at the EGM held on 22 January 2009. fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction fees, taxes, duties, expenses or other requisite payments in fees, taxes, duties,orcosts, costs, expenses or other requisite payments due due in aa jurisdiction jurisdiction outside Malaysia the payment of any levy for the repatriation of capital or income outside Malaysia or the payment of any levy for the repatriation of capital income outside Malaysia or the payment of any levy for the repatriation of capital ordated income The SC tax has shall granted consent for the contents of the Offer Document vide its letteror 26 not be borne by the Joint Offerors. tax shall not be borne by the Joint Offerors. shall be borne bydisclosure the Joint Offerors. Februarytax 2009 innot respect of the requirements of the Code. However, such consent (b) (b) (b) shall notThe be taken indicate that the SCTransfer recommends Offer. (d) Formtoof Acceptance and whichthewill accompany the Offer Document (d) The (d) The Form Form of of Acceptance Acceptance and and Transfer Transfer which which will will accompany accompany the the Offer Offer Document Document will contain provisions as to the acceptance of the Offer and the transfer of the Offer will contain provisions as to the acceptance of the Offer and the transfer of the Offer will contain provisions as to the acceptance of the Offer and the transfer of the Offer Shares to the Joint Offerors or their appointed nominees, instructions for the Shares to the Joint Offerors or their appointed nominees, instructions for the Shares to the Joint Offerors or their appointed nominees, instructions for the completion of the Form of Acceptance and Transfer, and other matters incidental completion of the Form of Acceptance and Transfer, and other matters incidental completion of the Form of Acceptance and Transfer, and other matters incidental thereto. No acknowledgement of the receipt of the Form of Acceptance and Transfer thereto. No the thereto. No acknowledgement acknowledgement of of 55 the receipt receipt of of the the Form Form of of Acceptance Acceptance and and Transfer Transfer will be issued. will be issued. will be issued. 59 59 59 59 59 APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document) (e) terms Theand Offer and all acceptances thereunder will beorgoverned construed The principal conditions of the Offer,received unless otherwise directed permittedbytoand be varied by in accordance with the laws of Malaysia. the SC are as follows:1. (f) Accepting Holders may accept the Offer in respect of all or part of their Offer Shares. CONSIDERATION FOR THE OFFER The acceptance by any Accepting Holder of the Offer shall not exceed the Accepting Holder’s total holding of theBOffer Shares failingten which Joint ACB Offerors have the Each Holder is offered one (1) LCB Warrant for every (10) the existing Shares held. discretion to treat such acceptances The salient terms and conditions of the LCBasBinvalid. Warrants are as set out in Appendix I of the Notice. Notwithstanding the provision in Section 3 below, in the event ACB declares, makes or pays any dividend and/or other distributions after the date of the Offer Document but prior to the close of the Offer which the Joint Offerors are not entitled to retain, the consideration for each Offer Share shall be reduced by the quantum of the net dividend and/or other distributions declared, made or paid. Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient or to be in the best interest of the Joint Offerors. restShares of thismay pageaccept has been left of blank] Holders of the[The Offer the intentionally Offer in respect all or any of their Offer Shares. 2. CONDITION OF THE OFFER The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holders and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer (“Shareholding Condition”). LCB has obtained the necessary approvals to implement the Offer as follows: (a) SC, which was obtained vide its letter dated 28 November 2008; (b) ECU pursuant to the Foreign Investment Committee’s Guidelines on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was obtained vide its letter dated 28 November 2008; (c) MITI, which was obtained vide its letter dated 24 December 2008; (d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum letter dated 22 December 2008; and (e) Shareholders of LCB at the EGM held on 22 January 2009. The SC has granted consent for the contents of the Offer Document vide its letter dated 26 February 2009 in respect of the disclosure requirements of the Code. However, such consent shall not be taken to indicate that the SC recommends the Offer. 55 60 60 APPENDIX V – FURTHER INFORMATION 1. DIRECTORS’ RESPONSIBILITY STATEMENT The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually and collectively accept full responsibility for the accuracy of the information provided by ACB in the IAC except for the contents of MIMB’s advice to the shareholders of ACB contained in Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no other material facts the omission of which will make any statement in this IAC inaccurate or misleading. The responsibilities of the Board of ACB, in relation to the information on the Joint Offerors and the Offer that are reproduced from the Offer Document, are limited to ensuring that such information is accurately reproduced in this IAC. 2. FINANCIAL RESOURCES OF THE JOINT OFFERORS As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy acceptances of the Offer in view that the Offer will be wholly satisfied by the issuance of LCB B Warrants. 3. DISCLOSURE OF INTEREST AND DEALING IN SHARES 3.1 By ACB (i) Save as disclosed below, neither ACB nor its subsidiaries hold, directly or indirectly, any voting shares or convertible securities in LCB and/or Limpahjaya as at LPD:Direct Interest % Indirect Interest % 660,666 0.04 22,061,721* 1.16 4,201,137 0.22 - - 13,750,044 0.72 - - 4,110,540 0.22 - - 1,218,342 N/A - - 64,163,759 N/A - - LCB Shares ACB Exuniq Sdn Bhd Umatrac Enterprises Sdn Bhd Amsteel Equity Capital Sdn Bhd LCB Class B(a) RCSLS (RM) ACB LCB Class B(b) RCSLS (RM) ACB Note:* (ii) Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd. Neither ACB nor its subsidiaries has dealt, directly or indirectly, in the voting shares of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008, being the commencement of the Offer Period and ending on LPD. 61 61 APPENDIX V – FURTHER INFORMATION (CONT’D) 3.2 1. By the Directors of ACB DIRECTORS’ RESPONSIBILITY STATEMENT 3.2.1 As atBoard LPD,ofnone theseen Directors of ACBthis holds, directly anyACB voting shares or The ACBofhas and approved IAC. All of or theindirectly, Directors of individually convertible securities ACB, LCB and/orfor Limpahjaya save for:-information provided by ACB and collectively acceptinfull responsibility the accuracy of the in the IAC except for the contents of MIMB’s advice to the shareholders of ACB contained in (a) B ofJen Dato’ Zainthat, Mahmud Hashimmade (b) who has an interest in :- and to the best Part thisTan IACSri and confirm after having all reasonable enquiries, of their knowledge and belief, there are no other material facts the omission of which will Indirect No. of make any statement in this IAC inaccurate orDirect misleading. Interest % Interest % ESOS a ACB Sharesof the Board of ACB, in relation 53,321on 0.004 N/A The responsibilities to the- information the Joint Offerors a ensuring that such and the Offer that are reproduced from the Offer Document, are limited to LCB Shares 16,200 * N/A information is accurately reproduced in this IAC. Notes:- a 2. Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin Hajjah Salifah Bte Mohd Esa. FINANCIAL RESOURCES OF THE JOINT OFFERORS * Negligible. As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and (b) TSWC who interest that in:- the Offer will not fail due to insufficient financial AmInvestment Bankhas is an satisfied capability of the Joint Offerors and Direct the Joint Offerors would be able to fully No. satisfy Indirect of acceptances of the Offer in view thatInterest the Offer will satisfied by % the issuance of %be whollyInterest ESOS a LCB B Warrants. ACB Shares 629,113,455 47.26 N/A 3. 3.1 LCB Shares 458,685 0.05 1,646,549,994 b LCB Class B(a) RCSLS (RM) 1,218,342 c DISCLOSURE OF INTEREST AND DEALING IN SHARES LCB Class B(b) RCSLS (RM) 102,397,059 d 86.68 N/A N/A 490,000 - By ACBNotes:a (i) Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB, Silverstone Corporation Berhad, Amsteel Mills Bhd and LDHB, and SaveLimpahjaya, as disclosed below, neither ACB nor itsLICB, subsidiaries hold,Sdn directly or indirectly, deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Chan any voting convertible securities in LCB and/or Limpahjaya as at LPD:Chau Hashares @ ChanorChow Har. b Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion Direct Holdings Sdn Bhd, LDHB, LICB, Bayview Properties Sdn Bhd, LionIndirect Management Sdn Bhd, Interest % Interest %Bhd, Horizon Towers Sdn Bhd, Lancaster Trading Company Limited, Araniaga Holdings Sdn Panoron LCB SharesSdn Bhd, Happyvest (M) Sdn Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest (M) Sdn Bhd, Lion Holdings Pte Ltd, * ACB 660,666 0.04Development 22,061,721 1.16Bhd, Viewtrain Company Limited, Billion Grow Limited, Lion (Penang) Sdn Trillionvest Sdn Bhd, Silverstone Corporation Berhad, Projek Electronics Exuniq Sdn Bhd 4,201,137 0.22Jaya Sdn Bhd, Ceemax Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd, Umatrac Enterprises 13,750,044 0.72 Umatrac EnterprisesSdn Sdn Bhd Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte-Ltd, Actual- Best Limited,Equity Amsteel EquitySdn Capital Teraju Varia Sdn0.22 Bhd And LDH Management Sdn Bhd. Amsteel Capital BhdSdn Bhd,4,110,540 - c LCB Deemed by virtue of Section 6A of the Act held via ACB. Classinterested B(a) RCSLS (RM) d ACB Deemed interested by virtue of Section 6A of the Act held via ACB, Silverstone Corporation Berhad 1,218,342 N/A and LICB. LCB Class B(b) RCSLS (RM) (c) ACB 64,163,759 Tan Siak Tee who has an interest in:Note:* Direct - - Indirect No. of Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, Interest % Interest % ESOS Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd. ACB Shares (ii) N/A 10,000 * - - N/A LCB Shares - shares N/A Neither ACB nor its subsidiaries has3,500 dealt, directly* or indirectly, in -the voting of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 Note:May 2008, being the commencement of the Offer Period and ending on LPD. * Negligible As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his direct shareholding in ACB. 61 62 62 APPENDIX V – FURTHER INFORMATION (CONT’D) 3.2.2 1. 3.2.3 4. 2. 3. 3.1 None of the Directors of ACB has dealt, directly or indirectly, in the voting shares of ACB, DIRECTORS’ RESPONSIBILITY STATEMENT LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008, being the commencement of and the Offer Period ending LPD. The Board of ACB has seen approved thisand IAC. All ofonthe Directors of ACB individually and collectively accept full responsibility for the accuracy of the information provided by ACB Save disclosed above, none ofofthe Directors of ACB any interest in contained ACB, LCB, in the as IAC except for the contents MIMB’s advice to the holds shareholders of ACB in and/or Limpahjaya as at LPD. Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no other material facts the omission of which will make any statement in this IAC inaccurate or misleading. MATERIAL LITIGATION, CLAIMS OR ARBITRATION The responsibilities of the Board of ACB, in relation to the information on the Joint Offerors ACBtheGroup and Offer that are reproduced from the Offer Document, are limited to ensuring that such information is accurately reproduced in this IAC. Save as disclosed below, the ACB Group is not engaged in any material litigation, claims or arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of ACB are not aware of any proceedings pendingOFFERORS or threatened against the ACB Group or of FINANCIAL RESOURCES OF THE JOINT any facts likely to give rise to any proceedings which may materially affect the financial position or business of the7ACB Group:As disclosed in Section of the Offer Document, the Joint Offerors has confirmed and AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial (a) ByofShah Courtand Suitthe No.Joint MT3-22-386-98 filed on Aprilto1998, capability the Alam Joint High Offerors Offerors would be 6able fullyAmsteel satisfy Equity Capital Sdn Promet Berhad satisfied for contrabylosses amounting acceptances of the Offer in Bhd viewclaimed that theagainst Offer will be wholly the issuance of to RM16,433,931.55, interest amounting to RM243,910.23 as at 26 March 1998 and LCB B Warrants. further interest at the rate of 18.5% on the principal sum of RM16,443,931.55 from 27 March 1998 until date of full settlement. Summary Judgment was obtained against Promet OF Berhad on 19 June PrometINBerhad’s appeal against the summary DISCLOSURE INTEREST AND2003. DEALING SHARES judgment was dismissed by the High Court on 7 January 2007. Promet Berhad is now By ACBappealing to the Court of Appeal and a date has yet to be fixed to hear the appeal. Promet Berhad’s application for stay of execution at Shah Alam High Court has been dismissed. The Directors have been advised Amsteel Equity Capitalor Sdn Bhd has (i) Save as disclosed below, neither ACB nor itsthat subsidiaries hold, directly indirectly, reasonable grounds the claims. Meanwhile, winding up petitionashas been filed any voting shares or for convertible securities in LCBa and/or Limpahjaya at LPD:against Promet Berhad. Amsteel Equity Capital Sdn Bhd filed the Notice of Intention to Appear on Petition on 8 October 2008 and this case has been Indirect fixed for mention on Direct 21 March 2009. Interest % Interest % LCB Shares (b) * Magna Sdn Dunia Epik Sdn ACB Prima Berhad, Magna Prima Construction 660,666 0.04Bhd and 22,061,721 1.16Bhd have filed a Writ of Summons No. D6-22-2039-2000 in the High Court of Malaya at Exuniq Sdn Bhd 4,201,137 0.22 Kuala Lumpur against Amsteel Equity Capital Sdn Bhd (“AEC”) and fourteen (14) Umatrac Enterprises Sdn Bhd inter alia, 13,750,044 0.72 have taken out - the sum - of others wherein they alleged, that certain parties RM22.1 from the of4,110,540 Magna Prima Construction Sdn Bhd Amsteelmillion Equity Capital Sdnaccounts Bhd 0.22 - and Dunia Epik that the money was used to purchase shares through AEC. It was LCBSdn ClassBhd B(a)and RCSLS (RM) further alleged that AEC had constructive notice of such action and therefore is the ACB 1,218,342 N/A constructive trustee of the money which was used to purchase the shares. The writ LCBserved Class B(b) RCSLS (RM) was on AEC on or about 7 June 2005. The matter has been fixed for trial on N/Athat AEC has a defence 29ACB and 30 June 2009. The Directors64,163,759 have been advised to- the claim. Due to the new court system, the case management has been brought forward Note:to 21 January 2009 and pursuant to that, the matter has been fixed for trial on 29 June * Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, 2009 and 30Enterprises June 2009. Umatrac Sdn Bhd and Amsteel Equity Capital Sdn Bhd. (ii) Neither ACB nor its subsidiaries has dealt, directly or indirectly, in the voting shares of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008, being the commencement of the Offer Period and ending on LPD. 61 63 63 APPENDIX V – FURTHER INFORMATION (CONT’D) (c) A Writ of Summons was filed by Amsteel Equity Capital Sdn Bhd against Koh Kim (c) A Sdn (c) A Writ Writ of ofststSummons Summons was was filed filed by by Amsteel Amsteel Equity Equity Capital Capital Sdn Bhd Bhd against against Koh Koh Kim Kim nd (c) A Writ of Summons was filed by Amsteel Equity Capital Sdn Bhd against Koh Kim nd Defendant”) Teck (“1 Defendant”) and Liew Yoon Thiam (“2 at the stSummons nd Defendant”) (c) A Writ of was filed by Amsteel Equity Capital Sdn Bhd against KohKuala Kim 1. DIRECTORS’ RESPONSIBILITY STATEMENT Teck (“1 Defendant”) and Liew Yoon Thiam (“2 at the Kuala st nd Teck (“1 Defendant”) and Liew Yoon Thiam (“2 Defendant”) at the Kuala st nd Teck (“1 Defendant”) and Liew Yoon Thiam (“2 Defendant”) at the Kuala Lumpur High Court Suit No: 01-22-3529-1998 on 33 September 1998 for Teck (“1 Defendant”) and Liew Yoon Thiam (“2 Defendant”) at the Kuala Lumpur High Court Suit No: 01-22-3529-1998 on September 1998 for Lumpur High Court Suit No: 01-22-3529-1998 on 33 September 1998 for Lumpur High Court Suit No: 01-22-3529-1998 on September 1998 for RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5% Lumpur High Court Suit No: 01-22-3529-1998 on 3 September 1998 for The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5% RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5% RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5% per annum annum for full share transaction losses. Judgment inthe default was obtained against the RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5% and collectively accept responsibility for the accuracy of information provided by ACB per for share transaction losses. Judgment in default was obtained against the per annum for share transaction losses. Judgment in default was obtained against the st per annum for share transaction losses. Judgment default was obtained against st Defendant nd Defendant 1per on 30 April The case management against the 22nd is nd Defendant annumfor forthe share losses. Judgment inshareholders default wasof obtained against the the in the IAC contents MIMB’s to thein ACB contained in Defendant on 30 transaction Aprilof2008. 2008. The advice case management against the is nd 111ststst except Defendant on 30 April 2008. The case management against the 2 Defendant nd nd Defendant is Defendant on 30 April 2008. The case management against the 2 is nd fixed on 12 January 2009 and the full trial against the 2 Defendant is fixed to be nd 1 Defendant on 30 April 2008. The case management against the 2 Defendant is Part B offixed this IAC and confirm that, after having made all reasonable enquiries, and to the best on 12 January 2009 and the full trial against the 2 Defendant is fixed to be nd fixed on on 12 12 January January 2009 2009 and and the the full full trial trial against against the the 22nd Defendant Defendant is is fixed fixed to to be be fixed held from 3 February 2009 to 5 February 2009. Both Defendants’ solicitors filed an fixed on 1233and January trial against theDefendants’ 2theDefendant is which fixed towill be of their knowledge belief,2009 thereand are nofull other material facts omission of held from February 2009 to 55the February 2009. Both solicitors filed an held from February 2009 to 2009. Both Defendants’ solicitors filed an held from 33in February 2009 to 55 February February 2009. Both Defendants’ solicitors filed an to set aside the court order dated 30 April 2008, 11 July 2008 and 16 held from February 2009 to February 2009. Both Defendants’ solicitors filed an make anyapplication statement this IAC inaccurate or misleading. application to set aside the court order dated 30 April 2008, July 2008 and 16 application to set aside the court order dated 30 April 2008, 11 July 2008 and 16 application to aside order dated 30 April 2008, 2008 16 September 2008 Pursuant that, case has been postponed 88 application to set setrespectively. aside the the court court order to dated 30this April 2008, 1 July July 2008 and andto 16 September 2008 respectively. Pursuant to that, this case has been postponed to September 2008 respectively. Pursuant to that, this case has been postponed to 8 September 2008 respectively. Pursuant to that, this case has been postponed to April 2009. September 2008 Pursuant to that, this case has been to 88 The responsibilities of the respectively. Board of ACB, in relation to the information on thepostponed Joint Offerors April 2009. April 2009. April 2009. April that 2009. and the Offer are reproduced from the Offer Document, are limited to ensuring that such (d) A Singapore Judgment was obtained against Lim Chuan Boon by AMS Securities (S) information is accurately reproduced in this IAC. (d) A Judgment was against (d) A Singapore Singapore Judgment was obtained obtained against Lim Lim Chuan Chuan Boon Boon by by AMS AMS Securities Securities (S) (S) (d) A Singapore Judgment was obtained against Lim Chuan Boon by AMS Securities (S) Pte Ltd on 10 November 2004 and an order to register the Judgment was obtained on (d) A Singapore Judgment was obtained against Lim Chuan Boon by AMS Securities (S) Pte Ltd on 10 November 2004 and an order to register the Judgment was obtained on Pte Ltd on 10 November 2004 and an order to register the Judgment was obtained on Ltd on 10 November 2004 and an order to register the Judgment was obtained on 1Pte March 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00 Ltd on 10 November 2004 and an order to register the Judgment was obtained on 1Pte March 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00 11 March 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00 March 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00 for contra losses with interest at 14.75% per annum. The defendant’s application to 1forMarch 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00 2. FINANCIAL RESOURCES OF THE JOINT OFFERORS for contra losses with interest at 14.75% per annum. The defendant’s application to contra losses with interest at 14.75% per annum. The defendant’s application to for contra losses with interest at 14.75% per annum. The defendant’s application to set aside the order to register the Judgment was dismissed on 77 February 2007. An for contra losses with interest at 14.75% per annum. The defendant’s application to set aside the order to register the Judgment was dismissed on February 2007. An set aside the order to register the Judgment was dismissed on 7 February 2007. An set aside the order to register the Judgment was dismissed on 7 February 2007. An appeal by the defendant to the Judge in Chambers was dismissed with costs on 20 set aside the order to register the Judgment was dismissed on 7 February 2007. An As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and appeal by the defendant to the Judge in Chambers was dismissed with costs on 20 appeal by the defendant to the Judge in Chambers was dismissed with costs on 20 appeal by the defendant to the Judge in Chambers was dismissed with costs on 20 January 2009. On 20 January 2009, the appeal was dismissed with costs. appeal by the defendant to the Judge in Chambers was dismissed with costs on 20 AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial January 2009. On 20 January 2009, the appeal was dismissed with costs. January 2009. 2009. On On 20 20 January January 2009, 2009, the the appeal appeal was was dismissed dismissed with with costs. costs. January January 2009. On 20 January 2009, the appeal was dismissed with costs. capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy (e) By Kuala Lumpur High Civil No.: S3-22-262-2004, Araprop acceptances of the Offer in view that Court the Offer will Suit be wholly satisfied by the issuance of (e) By Kuala Lumpur High Court Civil Suit No.: S3-22-262-2004, Araprop (e) By Kuala Lumpur High Court Civil Suit No.: S3-22-262-2004, Araprop (e) By Kuala Lumpur High Court Civil Suit No.: S3-22-262-2004, Araprop Development Sdn Bhd (“Araprop”) filed a suit against Maxis Broadband Sdn Bhd (e) B Warrants. By Kuala Lumpur High Court Civil Suit No.: S3-22-262-2004, Araprop LCB Development Sdn Bhd (“Araprop”) filed a suit against Maxis Broadband Sdn Bhd Development Sdn Bhd (“Araprop”) filed aa suit against Maxis Broadband Sdn Bhd Development Sdn (“Araprop”) Maxis Broadband Sdn (“Maxis Broadband”) for an alleged allegedfiled breach ofagainst contract by Maxis Maxis Broadband to Development Sdn Bhd Bhd for (“Araprop”) filed a suit suitof against Maxis Broadband Sdn Bhd Bhd (“Maxis Broadband”) an breach contract by Broadband to (“Maxis Broadband”) for an alleged breach of contract by Maxis Broadband to (“Maxis Broadband”) for alleged of contract by Maxis Broadband to provide certain certain services inan relation tobreach a telecommunications telecommunications infrastructure within (“Maxis Broadband”) for an alleged breach of contract by Maxis Broadband to provide services in relation to a infrastructure within provide certain services in relation to a telecommunications infrastructure within provide certain services in relation to a telecommunications infrastructure within Bandar Bukit Mahkota. The claims sought are inter alia, a sum of approximately provide certain services in relation to a telecommunications infrastructure within 3. DISCLOSURE OF INTEREST ANDclaims DEALING SHARES Bandar Bukit Bukit Mahkota. The The claims soughtINare are inter alia, alia, aa sum sum of of approximately approximately Bandar Mahkota. sought inter Bandar Bukit Mahkota. The claims sought are inter alia, aa sum of approximately RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in Bandar Bukit Mahkota. The claims sought are inter alia, sum of approximately RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in respect of an appeal by Araprop to include further losses and damages which has RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in 3.1 By ACBrespect of an appeal by Araprop to include further losses and damages which has respect of an appeal by Araprop to include further losses and damages which has respect of an appeal by Araprop to include further losses and damages which has been incurred and suffered by Araprop as at 11 August 2008 in its statement of claim respect of an appeal by Araprop to include further losses and damages which has been incurred and suffered by Araprop as at 11 August 2008 in its statement of claim been incurred and suffered by Araprop as at 11 August 2008 in its statement of claim been incurred and suffered by as at 11 August 2008 in its of against the Defendant (“Amendment tonor the Statement of Claim”). The matter matter isclaim also been incurred andbelow, suffered by Araprop Araprop asthe at 11 Augustof 2008 in directly its statement statement ofis claim (i) Save as disclosed neither ACBto itsStatement subsidiaries hold, or indirectly, against the Defendant (“Amendment Claim”). The also against the Defendant (“Amendment to the Statement of Claim”). The matter is also against the Defendant (“Amendment to the Statement of Claim”). The matter is also fixed for case management on 23 March 2009. Araprop’s solicitors are of the view against the Defendant (“Amendment to the Statement of Claim”). The matter is also any voting shares or convertible securities in LCB and/or Limpahjaya as at LPD:fixed for case management on 23 March 2009. Araprop’s solicitors are of the view fixed for case management on 23 March 2009. Araprop’s solicitors are of the view fixed for case management on 23 March 2009. Araprop’s solicitors are of the view that it has a strong arguable case against the Defendants and that Araprop has a fixed for case management on 23 March 2009. Araprop’s solicitors are of the view that it it has has aa strong strong arguable arguable case case against against the the Defendants Defendants and and that that Araprop Araprop has has aa fair fair that that it has aa strong arguable case against the Defendants and that Araprop has aa fair fair chance of succeeding in respect of the appeal for the Amendment to the Statement of that it has strong arguable case against the Defendants and that Araprop has fair Direct Indirect chance of succeeding in respect of the appeal for the Amendment to the Statement of chance of succeeding in respect of the appeal for the Amendment to the Statement of chance of succeeding in respect of the appeal for the Amendment to the Statement of Claim. Interest % Interest % chance of succeeding in respect of the appeal for the Amendment to the Statement of Claim. Claim. Claim. Claim. LCB Shares LCB Group Group LCB ACB 660,666 0.04 22,061,721* 1.16 LCB Group LCB LCB Group Group Exuniq Sdn Bhd the LCB Group is 4,201,137 0.22 material litigation, Save Save as as disclosed disclosed below, below, the the LCB LCB Group Group is is not not engaged engaged in in any any material material litigation, litigation, claims claims or or Save as disclosed below, not engaged in any claims Save as disclosed below, the LCB Group is not engaged in any material litigation, claims or Umatrac Enterprises Sdn Bhd 13,750,044 0.72 - or arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of LCB Save as disclosed below, the LCB Group is not engaged in any material litigation, claims or arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of LCB arbitration either either as as plaintiff plaintiff or or defendant, defendant, and and as as at at the the date date of of this this IAC, IAC, the the Directors Directors of of LCB LCB arbitration are not aware of any proceedings pending or threatened against the LCB Group (including Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 arbitration either as plaintiff or defendant, and as at the dateagainst of thisthe IAC, the Group Directors of LCB are not aware of any proceedings pending or threatened LCB (including are not aware of any proceedings pending or threatened against the LCB Group (including are not aware of any proceedings pending or threatened against the LCB Group (including Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect are not aware of any proceedings pending or threatened against the LCB Group (including Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect LCB Class B(a) RCSLS (RM) Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect the financial position or business of the LCB Group (including Limpahjaya):Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect the financial position or business of the LCB Group (including Limpahjaya):the financial position or business of the LCB Group (including Limpahjaya):ACB 1,218,342 N/A the financial position or business of the LCB Group (including Limpahjaya):the financial position or business of the LCB Group (including Limpahjaya):LCB Class B(b) RCSLS (a) By aa Kuala Lumpur High Court (a) By Kuala Lumpur High(RM) Court Suit Suit No. No. D5-22-816-2006, D5-22-816-2006, Chye Chye Hup Hup Heng Heng Sdn Sdn Bhd Bhd (a) By aa Kuala Lumpur High Court Suit No. D5-22-816-2006, Chye Hup Heng Sdn Bhd (a) By Kuala Lumpur High Court Suit No. D5-22-816-2006, Chye Hup Heng Sdn (“CHH”) claimed against Megasteel a sum of RM3,918,045.80 plus interests and ACB 64,163,759 N/A -Bhd (a) By a Kuala Lumpur High Court Suit No. D5-22-816-2006, Chye Hup Heng Sdn (“CHH”) claimed against Megasteel a sum of RM3,918,045.80 plus interests and (“CHH”) claimed claimed against against Megasteel Megasteel aa sum sum of of RM3,918,045.80 RM3,918,045.80 plus plus interests interests Bhd and (“CHH”) and costs for scrap metal and incentive payments. Megasteel filed a counter claim of (“CHH”) claimed against Megasteel a sum of RM3,918,045.80 plus interests and costs for scrap metal and incentive payments. Megasteel filed a counter claim of Note:costs for scrap metal and incentive payments. Megasteel filed a counter claim of costs for scrap metal and incentive payments. Megasteel filed a counter claim of RM800,000.00 against CHH and a further counter claim against CHH and Lim Kay costs for scrap metal and incentive payments. Megasteel filed a counter claim of RM800,000.00 against CHH and a further counter claim against CHH and Lim Kay against CHH and a further counter claim against CHH and Lim Kay *RM800,000.00 Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, RM800,000.00 against CHH and a further counter claim against CHH and Lim Kay Meng (“LKM”) for aggravated and exemplary damages of RM20.0 million and RM800,000.00 against CHH and a further counter claim against CHH and Lim Kay Meng (“LKM”) for aggravated and exemplary damages of RM20.0 million and Umatrac Enterprises Sdn Bhd and Amsteel Equity Capitaldamages Sdn Bhd. of RM20.0 million and Meng (“LKM”) for aggravated and exemplary Meng (“LKM”) for aggravated damages of RM20.0 million damages for breach breach of contract. and CHHexemplary filed aa counter counter claim against Megasteel for Meng (“LKM”) for of aggravated and exemplary damages of against RM20.0Megasteel million and and damages for contract. CHH filed claim for damages for breach of contract. CHH filed a counter claim against Megasteel for damages for breach of contract. CHH filed a counter claim against Megasteel for damages of RM10.0 million. On 28 September 2007, LKM’s appeal against for breach of contract. CHH filed a counter claim against Megasteel for damages of RM10.0 million. On 28 September 2007, LKM’s appeal against (ii) Neither ACB nor its subsidiaries has dealt, directly or 2007, indirectly, in theappeal voting against shares damages of RM10.0 million. On 28 September LKM’s damages of RM10.0 million. On 28 September 2007, LKM’s appeal against Megasteel’s counter claim against LKM was allowed by the High Court Judge and damages of RM10.0 million. On 28 September 2007, LKM’s appeal against Megasteel’s counter claim against LKM was allowed Court Judge of LCB and/or Limpahjaya period six High (6) months 21 Megasteel’s counter claim during against the LKM wascommencing allowed by by the the High Court prior Judgetoand and Megasteel’s counter claim against LKM was allowed by the High Court Judge and Megasteel’s LKM was struck out. Megasteel filed an appeal counter claim against LKM was allowed by the High Court Judge and Megasteel’s LKM was struck out. Megasteel filed an appeal May 2008, being the commencement of the Offer Period and ending on LPD. Megasteel’s counter claim against LKM was struck out. Megasteel filed an appeal Megasteel’s counter claim against LKM was struck out. filed an against this decision the Court of Appeal and the appeal is pending hearing. On 26 Megasteel’s counter at claim against LKM was struck out. Megasteel Megasteel filed an appeal appeal against this decision at the Court of Appeal and the appeal is pending hearing. On 26 against this decision at the Court of Appeal and the appeal is pending hearing. On 26 against this decision at the Court of Appeal and the appeal is pending hearing. On 26 October 2007, an appeal by Megasteel to set aside the Summary Judgment dated against this decision at the Court of Appeal and the appeal is pending hearing. On 26222 October 2007, an appeal by Megasteel to set aside the Summary Judgment dated October 2007, an appeal by Megasteel to set aside the Summary Judgment dated October 2007, an appeal by Megasteel to set aside the Summary Judgment dated March 2007 2007 was allowed andMegasteel CHH’s claim claim was ordered to be be decided decided at aa full full trial.22 October 2007, anallowed appeal by to setwas aside the Summary Judgment dated March was and CHH’s ordered to at trial. March 2007 was allowed and CHH’s claim was ordered to be decided at aa full trial. March 2007 was allowed and CHH’s claim was ordered to be decided at full trial. CHH had filed appeal to the Court of Appeal against the High Court Judge’s March 2007 wasan allowed and CHH’s claim was ordered to be decided at a full trial. CHH had filed an appeal to the Court of Appeal against the High Court Judge’s CHH had filed an appeal to the Court of Appeal against the High Court Judge’s CHH had filed an appeal to the Court of Appeal against the High Court Judge’s decision and the appeal is pending hearing. On 13 October 2008, the High Court CHH had filed an appeal to the Court of Appeal against the High Court Judge’s decision decision and and the the appeal appeal is is pending pending hearing. hearing. On On 13 13 October October 2008, 2008, the the High High Court Court decision and the appeal is pending On 13 October 2008, the High Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH 61 hearing. decision and the appeal is pending hearing. On 13 October 2008, the High Court Court Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH 64 Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH 64 64 64 64 64 APPENDIX V – FURTHER INFORMATION (CONT’D) 1. 2. 3. 3.1 had appealed to the Court of Appeal against the High Court Judge’s decision and the DIRECTORS’ RESPONSIBILITY STATEMENT appeal is pending hearing. On 3 March 2009, the High Court Judge has fixed 21 May 2009 for further pre-trial case management. The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually and collectively accept full responsibility for the accuracy of the information provided by ACB (b)the IAC Byexcept a Kuala HighofCourt Originating No. S2-24-1012-1999, Lion in forLumpur the contents MIMB’s advice toSummons the shareholders of ACB contained in Construction & Engineering Sdn. Bhd. (“Plaintiff”) claimed against Dairy Maid Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best Resort & Recreation andtheC.F. Architects (“Second of their knowledge and belief, Sdn thereBhd are (“First no otherDefendant”) material facts omission of which will TheIAC action was or initiated on 14 July 1999 for the sum of make anyDefendant”). statement in this inaccurate misleading. RM1,686,287.33 as debt due or alternatively quantum meruit for construction work done, interest and Board cost thereon and severally against the Defendant as The responsibilities of the of ACB,jointly in relation to the information onFirst the Joint Offerors employer andreproduced the Secondfrom Defendant as architect. The was initiated and the Offer that are the Offer Document, areaction limited to originally ensuring that such by Originating butin was subsequently converted to a Writ action in 2001 information is accuratelySummons reproduced this IAC. due to issues of fact raised by the First Defendant. The First Defendant counterclaimed that the Plaintiff had delayed works which caused the First Defendant loss and damages amounting to JOINT RM14,385,730.40. It is estimated that the Plaintiff’s FINANCIAL RESOURCES OF THE OFFERORS maximum exposure to liabilities, if any, would be RM14,385,730.40 with interest thereon cost 7toofboth FirstDocument, Defendantthe andJoint Second Defendant. The case and has As disclosed in and Section the the Offer Offerors has confirmed been fixed for mention of case management on 18 February 2009. This case which AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial hasofbeen mentionand of case on 18 February 2009towas postponed capability the fixed Jointfor Offerors the management Joint Offerors would be able fully satisfy to 10ofApril 2009 in because the matter was will not listed and the Court by could locate of its acceptances the Offer view that the Offer be wholly satisfied thenot issuance file. LCB B Warrants. (c) By a Kuala Lumpur High Court Suit No: D8-22-1464-2007, Megasteel (“Plaintiff”) claimed OF against Perwaja AND Steel Sdn Bhd (“Defendant”) DISCLOSURE INTEREST DEALING IN SHARESfor losses and damages as a result of non-delivery of goods by the Defendant. The claim is for RM36,079,860.33, By ACBplus aggravated or exemplary damages to be assessed and costs. The Defendant has filed a defence and counter claimed against the Plaintiff for the amount of RM3,390,509.03 being the alleged non-payment for goods delivered. This suit has (i) Save as disclosed below, neither ACB nor its subsidiaries hold, directly or indirectly, beenvoting consolidated the Kuala Lumpur Court Suit No : D2-22-1594-2007 any shares orwith convertible securities in High LCB and/or Limpahjaya as at LPD:through a Court Order by the Court of Appeal on 17 January 2008. The Plaintiff’s application for summary judgement Direct against the DefendantIndirect for the claim of Interest % Interest % the RM36,079,860.33 has been dismissed with costs and the Court is of the view that matter is more suitable to be heard at a full trial. The case management for the LCB Shares * Plaintiff’s Notice for Pre-Trial Case Management has0.04 been fixed on 24 April 2009. ACB 660,666 22,061,721 1.16 (d) (ii) Exuniq Sdn Bhd 4,201,137 0.22 - - By a Kuala Lumpur High Court Suit No.: D2-22-1594-2007, Megasteel (“Plaintiff”) Umatrac Enterprises BhdSdn Bhd 13,750,044 - of claimed that PerwajaSdn Steel (“Defendant”)0.72 committed a tort- of abuse Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 process by sending a statutory notice pursuant to Section 218(1)(e) and Section 218(20)(a) the RCSLS Companies LCB ClassofB(a) (RM)Act 1965 threatening winding up proceeding against the Plaintiff. The Defendant had filed its defence and counterclaimed against the Plaintiff ACB 1,218,342 N/A for the amount of RM3,390,509.03 being the alleged non-payment for goods LCB Class B(b) RCSLShad (RM) delivered. The Plaintiff obtained an interlocutory injunction against the Defendant 64,163,759 N/A to the statutory - notice. -The to ACB restrain the Defendant from taking any steps pursuant application was dismissed by the High Court on 3 January 2008 but the appeal was Note:allowed by the Court of Appeal on 17 January 2008. Thus, there is an interlocutory * Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, injunction restrain Sdn the Bhd Defendant from taking any UmatractoEnterprises and Amsteel Equity Capital Sdnsteps Bhd. pursuant to the statutory notice. The Defendant has applied for leave to appeal to the Federal Court and the Defendant’s has been dismissed with costs. This Suit hasshares been Neither ACB application nor its subsidiaries has dealt, directly or indirectly, in the voting consolidated with the Kuala Lumpur High Court Suit No.: D8-22-1464-2007 through of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 aMay Court Order by Court of Appeal on 17 2008, being the commencement of January the Offer2008. Period and ending on LPD. 61 65 65 APPENDIX V – FURTHER INFORMATION (CONT’D) 5. 1. MATERIAL CONTRACTS & COMMITMENTS DIRECTORS’ RESPONSIBILITY STATEMENT 2. ACBBoard Groupof ACB has seen and approved this IAC. All of the Directors of ACB individually The and collectively accept full responsibility for the accuracy of the information provided by ACB Save ACB and its subsidiary companies have not entered into any in the as IACdisclosed except forbelow, the contents of MIMB’s advice to the shareholders of ACB contained in material contract or commitments outside the made ordinary course of business, twobest (2) Part B of this IAC and confirm that, after having all reasonable enquiries, within and to the years immediately thethere date are of this of their knowledgepreceding and belief, no IAC:other material facts the omission of which will make any statement in this IAC inaccurate or misleading. (a) Conditional Share Sale and Purchase Agreement dated 13 November 2007 entered into amongstofothers, Bungawang Berhadto(athe70% owned subsidiary of Offerors Amsteel The responsibilities the Board of ACB, Sdn in relation information on the Joint Corporation as vendor andOffer Witmer Limited are as purchaser, for the disposal of and the Offer that areBerhad) reproduced from the Document, limited to ensuring that such 4,900,00 ordinary shares of RM1.00 each representing 49% equity interest in Lion information is accurately reproduced in this IAC. Mutiara Parade Sdn Bhd to be completed in two (2) tranches and to be satisfied by an amount equal to the net asset value of Lion Mutiara Parade Sdn Bhd as at the respective completion OF dates uponJOINT the terms and conditions of the agreement therein. FINANCIAL RESOURCES THE OFFERORS 3. 3.1 (b) disclosed Supplemental dated Document, 7 March the 2008 entered intohasamongst others, As in SectionAgreement 7 of the Offer Joint Offerors confirmed and Bungawang Sdn Berhad (a 70% owned subsidiary of Amsteel Corporation Berhad) AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial as vendor Limited in respect of certain amendments to the capability of the and JointWitmer Offerors and as thepurchaser, Joint Offerors would be able to fully satisfy ShareofSale Purchase datedwill 13 November acceptances the and Offer in viewAgreement that the Offer be wholly 2007. satisfied by the issuance of LCB B Warrants. (c) Joint-Venture cum Shareholders’ Agreement dated 7 March 2008 entered into between Bungawang Sdn Bhd, Mujur Idaman Sdn Bhd and Witmer Limited as shareholders of Lion Mutiara Sdn Bhd completion of the tranche 1 sale DISCLOSURE OF INTEREST ANDParade DEALING IN upon SHARES of the Share Sale and Purchase Agreement dated 13 November 2007 in respect of the By ACBdevelopment of a retail mall owned by Lion Mutiara Parade Sdn Bhd. (d) (i) Sale and Purchasebelow, Agreement 2008 between AmsteelorCorporation Save as disclosed neitherdated ACB27 norMarch its subsidiaries hold, directly indirectly, Berhad as vendor and Lion Forest Industries Berhad as purchaser, forasthe any voting shares or convertible securities in LCB and/or Limpahjaya at disposal LPD:- of 1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in Singa Logistics Sdn Bhd for a cash consideration of RM2.727 million. Direct Indirect Interest % Interest % (e) Conditional LCB SharesSale and Purchase Agreement dated 21 May 2008 (as supplemented by a * supplemental agreement dated 18 June660,666 2008 and varied letter dated 5 January ACB 0.04 by a22,061,721 1.16 2009) between Amsteel Corporation Berhad as vendor and Lion Diversified Holdings Exuniq Sdn Bhd 4,201,137 0.22 Berhad and Teraju Varia Sdn Bhd, both as purchasers, for the disposal of RM900 Umatrac Enterprises Bhd 13,750,044 0.72Class B (b) Ringgit million nominal valueSdn zero-coupon redeemable secured Malaysia Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 denominated Bonds issued by Lion Corporation Berhad on 14 March 2003 with- the maturity date of RCSLS 31 December LCB Class B(a) (RM) 2009 with a present value of approximately RM787.1 million for a cash consideration of RM400 million. N/A ACB 1,218,342 - (f) LCB Class B(b) (RM) Agreement dated 21 May 2008 (and as supplemented Conditional SaleRCSLS and Purchase 64,163,759 byACB a supplemental agreement dated 18 June 2008)N/A between Amsteel- Corporation Berhad as vendor and Limbungan Emas Sdn Bhd as purchaser, for the disposal of the Note:entire equity interests of Amsteel Corporation Berhad group of companies in * Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, Akurjaya Bhd,Sdn Ayer Keroh Sdn Sdn Bhd, UmatracSdn Enterprises Bhd and AmsteelResort Equity Capital Bhd.Bungawang Sdn Berhad, Visionwell Sdn Bhd, Lion Metal Industries Sdn Bhd and Inverfin Sdn Bhd and their respective subsidiaries for a total purchase of RM818.4 million. Neither ACB nor its subsidiaries has dealt,consideration directly or indirectly, in the voting shares of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008, being the commencement of the Offer Period and ending on LPD. (ii) 61 66 66 APPENDIX V – FURTHER INFORMATION (CONT’D) 1. 2. 3. 3.1 (g) Conditional Sale and Purchase Agreement dated 25 June 2008 entered into between DIRECTORS’ RESPONSIBILITY STATEMENT Chembong Malay Rubber Co (1920) Limited (a wholly-owned subsidiary of Amsteel Corporation Berhad) as vendor and Jubilant Rewards Sdn Bhd as purchaser, for the The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually proposedaccept disposal 333.144 acres freehold lands, comprising theprovided following: and collectively fullof responsibility forofthe accuracy of the information by ACB in the IAC except for the contents of MIMB’s advice to the shareholders of ACB contained in approximately acresmade of theallland held under H.S.(D)and 633toPT Part B of(i) this IACanand confirm that,292.819 after having reasonable enquiries, the2540 best Mukim Rembau, Negeri Sembilan; of their knowledge and Pedas, belief, Daerah there are no other material facts the omission of which will (ii)statement an approximately 7.944 acres of the land held under GM1206 Lot No. 927 make any in this IAC inaccurate or misleading. Mukim Chembong, Daerah Rembau, Negeri Sembilan; (iii) an approximately of thetoland under Geran 1537 The responsibilities of the Board of26.057 ACB,acres in relation theheld information on the15807 Joint Lot Offerors Mukim Chembong, Daerah Rembau, Negeri are Sembilan; and the Offer that are reproduced from the Offer Document, limitedand to ensuring that such (iv) is accurately an approximately 6.324 acres of the land held under Geran 74170 (formerly information reproduced in this IAC. CT No. 13621) Lot 1400, Mukim Chembong, Daerah Rembau, Negeri Sembilan; FINANCIAL RESOURCES OF THE JOINT OFFERORS for a cash consideration of RM16,804,449. As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and (h) Conditional and Purchase Agreement dated June entered into financial between AmInvestment BankSale is satisfied that the Offer will not30fail due2008 to insufficient Chembong MalayOfferors Rubber Co Limited (a wholly-owned of Amsteel capability of the Joint and(1920) the Joint Offerors would be subsidiary able to fully satisfy Corporation Berhad) as vendor andOffer Jubilant Bhd asbypurchaser for the acceptances of the Offer in view that the will Rewards be whollySdn satisfied the issuance of disposal of 216.118 acres of freehold land held under H.S.(D) 6335 PT 2539 Mukim LCB B Warrants. Pedas, Daerah Rembau, Negeri Sembilan for a cash consideration of RM9,725,310. (i) Conditional Sale and Purchase Agreement dated 17 July 2008 entered into between DISCLOSURE OF INTEREST AND DEALING IN SHARES Ayer Keroh Resort Sdn Bhd (a 70% owned subsidiary of Amsteel Corporation By ACBBerhad) as vendor and Positive Matic Sdn Bhd as purchaser, for the disposal of all that piece of vacant leasehold land held under Pajakan Negeri 26014, Lot 1336 (formerly known as H.S.(D) 49713, Bandar Daerah Melaka (i) Save as disclosed below, neither ACBPT500), nor its Kawasan subsidiaries hold, XLII, directly or indirectly, Tengah, Negeri measuring approximately 12,922 square metres area for any voting sharesMelaka or convertible securities in LCB and/or Limpahjaya as at in LPD:cash consideration of RM14,563,920. Direct Indirect (j) Interest %29 August Interest %into Conditional Share Sale and Purchase Agreement dated 2008 entered amongst others, Amsteel Corporation Berhad as vendor and IOI Corporation Berhad LCB Shares * asACB purchaser for the disposal of 2,000,001 ordinary of RM1.00 660,666 0.04 shares 22,061,721 1.16each representing 20% equity interests in Inverfin Sdn Bhd for a cash consideration Exuniq Sdn Bhd 4,201,137 0.22 calculated based on 20% share of net asset value of Inverfin Sdn Bhd as at 31 July Umatrac 0.72value of Menara- Citibank - of 2008 afterEnterprises adjusting Sdn for Bhd the agreed13,750,044 gross acquisition Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 RM733,626,000 and the liabilities of Inverfin Sdn Bhd, of approximately RM117,346,000. LCB Class B(a) RCSLS (RM) (k) Conditional Sale and Purchase Agreement dated 12 September 2008 entered into LCB Class B(b)Keroh RCSLSResort (RM) Sdn Bhd (a 70% owned subsidiary of Amsteel between Ayer ACB 64,163,759 - known - as Corporation Berhad) as vendor and Mahkota LandN/A Sdn Bhd (formerly Dinarama Sdn Bhd) as purchaser, for the disposal of all that piece of leasehold land Note:heldDeemed under interested Pajakan byNegeri 26007, Lot 1344 (formerly known as H.S.(D) 49708, * virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, PT495), Kawasan Bandar XLII, Daerah Melaka Tengah, Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd.Negeri Melaka measuring approximately 10,766 square metres in area with a single storey building erected thereon ACB for cash of RM11,587,300. Neither norconsideration its subsidiaries has dealt, directly or indirectly, in the voting shares of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 Conditional Salethe and Purchase Agreements 23and September May 2008, being commencement of the Offerdated Period ending on2008 LPD. between Bungawang Sdn Berhad as the vendor and Golden Motivation Sdn Bhd as the purchaser for the sale and purchase of the vacant leasehold agricultural land held under HS (D) 8003, PTD 168, Daerah Kota Tinggi, Mukim Sedili Kecil, Negeri Johor Darul Takzim at a cash consideration of RM2,400,000.00. (ii) (l) ACB 1,218,342 61 67 67 N/A - - APPENDIX V – FURTHER INFORMATION (CONT’D) 1. 2. 3. 3.1 LCB Group DIRECTORS’ RESPONSIBILITY STATEMENT SaveBoard as disclosed LCB its subsidiary companies (including have not The of ACBbelow, has seen andand approved this IAC. All of the DirectorsLimpahjaya) of ACB individually entered into anyaccept material or commitments outside theinformation ordinary course of business, and collectively fullcontract responsibility for the accuracy of the provided by ACB within two except (2) years theadvice date of in the IAC forimmediately the contents preceding of MIMB’s to this the IAC. shareholders of ACB contained in Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best (a)their knowledge Conditionaland Subscription Agreement datedmaterial 26 February 2007 enteredofinto between of belief, there are no other facts the omission which will and in Megasteel (a 90% owned subsidiary of LCB), for the subscription by make anyLDHB statement this IAC inaccurate or misleading. LDHB of 200,000,000 5-year redeemable cumulative convertible preference shares of RM0.01 each be issued by Megasteel fortocash RM200,000,000. The responsibilities of thetoBoard of ACB, in relation the of information on the Joint Offerors and the Offer that are reproduced from the Offer Document, are limited to ensuring that such (b) Saleisand Purchase Agreement dated 13 July 2007 between Bustamin Bin Paita and information accurately reproduced in this IAC. Kinabalu Motor Assembly Sdn Bhd (“Kinabalu Motor”) in respect of the sale by Kinabalu Motor of a parcel of land described as Town Lease No 107504816 containing an area of OF 5143 sq ft more OFFERORS or less together with a unit of single storey FINANCIAL RESOURCES THE JOINT high-roofed corner warehouse erected thereon known as TB162 situated at Jalan HabibinHussein, in the District of Tawau, Sabah Bustamin and Bin As disclosed Section Off 7 ofJalan the Chester Offer Document, the Joint Offerors hastoconfirmed Paita for a cash consideration of RM1,100,000. AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy (c) Saleof and 28 August between Petro-Pipe acceptances thePurchase Offer inAgreement view that dated the Offer will be2007 wholly satisfied by the (Sabah) issuanceSdn of Bhd (formerly known as Juta Asli Sdn Bhd) and Kinabalu Motor in respect of the LCB B Warrants. sale by Kinabalu Motor of all that parcel of KKIP industrial land held under master title No 045335082 measuring 21.625 acres more or less located at Lot 13 General IndustrialOFZone, Kota Kinabalu Industrial IN Park, Mile 15, Jalan Telipiok, Telipok, DISCLOSURE INTEREST AND DEALING SHARES Kota Kinabalu to Petro-Pipe (Sabah) Sdn Bhd for a consideration of By ACBRM12,245,805.00. (d) (i) Sale and Purchasebelow, Agreement dated 13nor May betweenhold, Kumpulan Sdn Save as disclosed neither ACB its2008 subsidiaries directlyAkamewa or indirectly, Bhdvoting and Kinabalu in respect of the in sale by and/or Kinabalu Motor of as a parcel of land any shares orMotor convertible securities LCB Limpahjaya at LPD:comprised in Country Lease No 015379790 measuring approximately 12.5 acres in the District of Kota Kinabalu and the buildings permanent materials Direct and structures, ofIndirect Interest Interest % of or otherwise, erected thereon to Kumpulan Akamewa % Sdn Bhd for a consideration RM29,947,500. LCB Shares (e) Conditional Sale and Purchase Agreement dated 21 May 2008 (as varied by a letter Exuniq Sdn Bhd 4,201,137 0.22 dated 5 January 2009 and supplemented by a supplemental agreement dated 5 Umatrac2009) Enterprises Sdn Bhd 13,750,044 0.72 Sdn Bhd (a wholly-owned January entered into between Pancar Tulin Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 subsidiary of LCB), Narajaya Sdn Bhd and LDH Management Sdn Bhd, for- the acquisition Tulin LCB Class by B(a)Pancar RCSLS (RM)Sdn Bhd from LDH Management Sdn Bhd of part of an on-going property development project known as Bandar Mahkota Cheras together ACB 1,218,342 N/A with four parcels of undeveloped lands (inclusive of assets and liabilities related LCB Class RCSLSconsideration (RM) thereto) for B(b) a purchase of RM89,948,000 to be satisfied by the issuance ACB 64,163,759 of 89,948,000 new shares of RM1.00 each in LCB N/A at an issue price of- RM1.00- per share. Note:- (f) (ii) ACB * 660,666 0.04 22,061,721* 1.16 Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, Supplemental Subscription Agreement dated 21 May 2008 entered into between Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd. Megasteel (a 90% owned subsidiary of LCB) and LDHB, amending certain terms and conditions theitsconditional Agreement dated in 26theFebruary 2007 Neither ACBofnor subsidiaries Subscription has dealt, directly or indirectly, voting shares entered into between the parties, subscription by LDHB only 100,000,000 of LCB and/or Limpahjaya duringfor thethe period commencing six (6)ofmonths prior to 21 redeemable cumulative convertible preference shares ofand RM0.01 in Megasteel, May 2008, being the commencement of the Offer Period endingeach on LPD. for cash of RM100,000,000. 61 68 68 APPENDIX V – FURTHER INFORMATION (CONT’D) 3. (g) Conditional Sale and Purchase Agreement dated 21 May 2008 (as varied by a letter DIRECTORS’ RESPONSIBILITY STATEMENT dated 5 January 2009) entered into between Limpahjaya Sdn Bhd (a wholly-owned subsidiary forthis theIAC. disposal by the Limpahjaya Bhd individually to LDHB of The Board of ACB of hasLCB) seen and and LDHB, approved All of Directors Sdn of ACB 66,666,667 shares of RM1.00 Megasteel, representing and collectively acceptordinary full responsibility for the accuracyeach of the in information provided by ACB approximately of of theMIMB’s issued advice and paid-up capital of Megasteel for a cash in the IAC except for the11.1% contents to the shareholders of ACB contained in of RM100,000,000. Part B ofconsideration this IAC and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief, there are no other material facts the omission of which will make any statement in this IAC inaccurate or misleading. SERVICE CONTRACTS The responsibilities of the Board of ACB, in relation to the information on the Joint Offerors ACBtheGroup and Offer that are reproduced from the Offer Document, are limited to ensuring that such information is accurately reproduced in this IAC. There are no existing service contracts that have been entered into by ACB or its subsidiaries with any of their Directors or proposed Directors other than service contracts expiring or determinable by the employing withinOFFERORS twelve (12) months from the LPD without FINANCIAL RESOURCES OFcompany THE JOINT any payment of compensation. As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and LCB Group AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy There are noofexisting service contracts thatOffer have will beenbe entered into by LCBbyorthe its issuance subsidiaries acceptances the Offer in view that the wholly satisfied of (including Limpahjaya) with any of their Directors or proposed Directors other than service LCB B Warrants. contracts expiring or determinable by the employing company within twelve (12) months from the LPD without any payment of compensation. DISCLOSURE OF INTEREST AND DEALING IN SHARES 7. 3.1 CONSENTS By ACB 1. 6. 2. MIMB has and has below, not subsequently withdrawn its written consent for theorinclusion of (i) Savegiven as disclosed neither ACB nor its subsidiaries hold, directly indirectly, its name, letter andshares all references theretosecurities in the form and context in which they in this any voting or convertible in LCB and/or Limpahjaya as appear at LPD:IAC. Direct Indirect Interest withdrawn % Interest % the AmInvestment Bank has given and has not subsequently its written consent for inclusionLCB of itsShares name and all references thereto in the form and context in which they appear in this IAC. ACB 660,666 0.04 22,061,721* 1.16 Exuniq Sdn Bhd 8. 4,201,137 UmatracAVAILABLE Enterprises SdnFOR Bhd INSPECTION 13,750,044 DOCUMENTS Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 - - 0.72 - - 0.22 - - Copies ofLCB the Class following documents are made available for inspection at the registered office B(a) RCSLS (RM) of ACB at Level 46, Menara Citibank, 1651,218,342 Jalan Ampang, 50450 Kuala Lumpur during ACB N/A normal business hours from Monday to Friday (except public holidays) while the Offer LCB for Class B(b) RCSLS (RM) remains open acceptances:ACB (i) (ii) (iii) (ii) (iv) Memorandum Note:* 64,163,759 N/A - - and Articles of Association of ACB; Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd, a copy of the Notice and the Offer Document; Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd. the audited statements of the past two (2) FYE 30 voting June 2007 to Neither ACBfinancial nor its subsidiaries hasACB dealt,for directly or indirectly, in the shares 2008; and of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008, being the commencement of the Offer Period and ending on LPD. the letters of consent referred to in Section 7 of this Appendix. 61 69 69 BAYARAN POS JELAS POSTAGE PAID PUSAT MEL BUKIT RAJA MALAYSIA NO. SEL 0259 If undelivered, please return to:- Secretarial Communications Sdn Bhd (92040-W) Level 46, Menara Citibank 165, Jalan Ampang 50450 Kuala Lumpur