RAMUNIA HOLDINGS BERHAD ( RAHB OR THE COMPANY )

Transcription

1 RAMUNIA HOLDINGS BERHAD ( RAHB OR THE COMPANY ) PROPOSED DISPOSAL OF THE TELUK RAMUNIA FABRICATION YARD TOGETHER WITH ALL MOVEABLE AND IMMOVABLE ASSETS LOCATED THEREON TO SIME DARBY ENGINEERING SDN BHD FOR A PROVISIONAL DISPOSAL CONSIDERATION OF RM560 MILLION TO BE SATISFIED ENTIRELY BY CASH ( PROPOSED DISPOSAL ) 1. INTRODUCTION We refer to the Company s announcements dated 4 May 2009, 7 May 2009, 20 May 2009, 4 June 2009 and 3 July 2009 in respect of the proposed disposal of the business and undertakings, including the assets and liabilities of RAHB and its subsidiaries. ( Announcements ) Kenanga Investment Bank Berhad ( KIBB ), on behalf of the Board of Directors of RAHB (the Board ), wish to announce that following from further discussions between RAHB and Sime Darby Engineering Sdn Bhd ( SDE ), the parties had subsequent to the Announcements agreed to revise the proposal into a disposal of specific assets and the mode of settlement of such disposal. Taking into account the abovementioned developments, RAHB, together with Ramunia Optima Sdn Bhd ( ROSB ), a wholly-owned subsidiary company of RAHB, had on 3 August 2009 entered into a conditional sale and purchase agreement with SDE for the proposed disposal of the Teluk Ramunia Fabrication Yard, together with all moveable and immoveable assets located thereon to SDE for a provisional disposal consideration of RM560 million to be satisfied entirely by cash ( SPA ). Further details of the Proposed Disposal including the salient terms and conditions of the SPA are set out in the ensuing sections. RAHB, SDE and ROSB shall be collectively defined hereon as, the Parties, and Party shall be construed accordingly. RAHB and ROSB shall be collectively defined hereon as the Vendors. 2. THE PROPOSED DISPOSAL 2.1 DETAILS OF THE PROPOSED DISPOSAL Pursuant to the terms of the SPA, the Vendors shall dispose of the Teluk Ramunia Fabrication Yard ( Yard ), together with all moveable and immoveable assets which forms part of and for the Yard, such as plant and machinery, equipment, buildings and yard infrastructure, cranes, motor vehicles, things, furniture, and all fixtures and fittings, which are more particularly set out in the SPA (collectively, the Assets ), to SDE for a provisional disposal consideration of RM560 million ( Provisional Disposal Consideration ). Under the terms of the SPA, the Parties agree that SDE shall be permitted, for a period of three (3) weeks from the date of the SPA, to take such steps as may be necessary to confirm whether the Provisional Disposal Consideration shall be the final disposal consideration ( Final Consideration ) or if the Provisional Disposal Consideration is subject to any changes. SDE shall prior to the expiration of such three (3) week period notify the Vendors of the Final Consideration ( SDE Notification ). If the Vendors accept the proposed Final Consideration under the SDE Notification, then the Parties shall proceed with the Proposed Disposal based on the terms of the SPA. However, in the event the Parties cannot agree on the Final Consideration within a period of fourteen (14) days from the SDE Notification, the SPA shall be rescinded and cease to have any further effect, and the Initial Deposit (as defined below) together with all interest accrued thereon shall be refunded to SDE.

2 2.2 BASIS OF DETERMINING THE PROVISIONAL DISPOSAL CONSIDERATION The Provisional Disposal Consideration represents:- approximately 30.54% above the latest available audited net book value ( NBV ) of the Assets as at 31 October 2008 of approximately RM429 million, or representing a priceto-book multiple of approximately 1.31 times; approximately 31.76% above the latest available unaudited NBV of the Assets as at 30 April 2009 of approximately RM425 million, representing a price-to-book multiple of a approximately 1.32 times; and (c) approximately 64.66% above RAHB s market capitalisation of its ordinary shares of approximately RM340.1 million as at 31 July 2009, being the market day immediately preceding the date of the SPA. It should also be noted that the Provisional Disposal Consideration may still be subject to change due to the provisions relating to the confirmation of the Final Consideration as described in Section 2.1 above and further subject to acceptance by the Vendors. 2.3 SALIENT TERMS OF THE SPA The Final Consideration Subject to the confirmation of the Final Consideration as set out under Section 2.1 above, the Final Consideration shall be the aggregate of:- the sum of RM10 million earnest money paid by SDE on 4 June 2009, as announced by the Company on the same date, which shall be satisfied by SDE procuring that the Initial Deposit be released by Shearn Delamore & Co., acting as the stakeholder ( Stakeholder ), to RAHB (for itself and on behalf of the relevant transferor of the relevant Asset) upon the execution of the SPA ( Initial Deposit ); the sum of 10% of the Final Consideration less the Initial Deposit which shall be paid by SDE to RAHB (for itself and on behalf of the relevant transferor of the relevant Asset) upon the Vendors acceptance of the Final Consideration ( Balance Consideration ); and (The Initial Deposit and the Balance Deposit shall collectively be defined hereon as, the Deposit ) (c) the balance of the Final Consideration less the Deposit shall be satisfied upon completion which is more particularly described in Section of this announcement ( Balance Final Consideration ) The Conditions Precedent Under the terms of the SPA, the Proposed Disposal is conditional upon the fulfilment of the following conditions precedent within six (6) months from the date of the SPA or such other date as the Parties may mutually agree:- (c) RAHB obtaining the approval of its shareholders (including the holders of RAHB s preference shares, if required) for the Proposed Disposal; SDE obtaining the approval of the Economic Planning Unit of the Prime Minister s Department Malaysia ( EPU ) (if required) under the EPU Guidelines, for the Proposed Disposal; SDE obtaining the approval of Ministry of International Trade and Industry for a new

3 license required to own and operate the Yard; (d) (e) (f) (g) (h) (i) RAHB confirming that all representations and warranties given by RAHB in the SPA being true and correct in all material respects as of the date of the SPA; SDE confirming that all representations and warranties given by SDE in the SPA being true and correct in all material respects as of the date of the SPA; (where required) the Vendors obtaining (or ensuring that the relevant owner of the relevant Asset obtains) a validation order from the High Court pursuant to section 223 of the Companies Act 1965 ( Act ) in relation to the disposal of any Asset to SDE, or (as the case may be) any existing petition for winding-up filed against any owner of any Asset by any creditor being struck off, discontinued or withdrawn, whichever shall first occur, and in any case such other validation orders, striking off, discontinuances and/or withdrawals of winding-up petitions, judgments, orders and/or execution proceedings as may be applicable on terms acceptable to SDE and which are required and necessary for the disposal of any Asset; RAHB confirming in writing to SDE after all the other conditions precedent have been fulfilled that none of the Vendors have entered or proposes to enter into a scheme of arrangement, reconstruction or reorganisation with its shareholders and/or creditors, which may affect the ability of any of the Vendors to fulfill its obligations or relates to any of the Assets, whether under Section 176 of the Act or otherwise provided that nothing in the SPA shall restrict, preclude, or prohibit the RAHB and its subsidiaries and associate companies from entering into or proposing to enter into any scheme of arrangement, reconstruction or reorganisation which does not affect the Assets; such approvals from the respective lenders and/or bondholders of SDE and the Vendors, if required; and such other approvals, consents, authorisations, permits and/or waivers of any authority (including, without limitation, the approval of a State Authority for any land transfer that is required to be obtained by the Vendors) necessary or appropriate to permit completion. If Proposed Disposal cannot proceed due to the non-fulfilment of any of the conditions precedent as set out above for any reason whatsoever, the Vendors shall refund the Deposit with all interest accrued thereon (if any) to SDE within seven (7) business days upon notification by SDE and the SPA shall thereafter terminate and neither party shall have any claim against the other save and except in respect of any antecedent breaches Tagging Exercise Upon the satisfaction of the condition precedents as set out in Section above (or any waiver thereof) ( Unconditional Date ), SDE jointly with representatives from the Vendors shall commence a tagging exercise to be completed within three (3) weeks or such other mutually extended period ( Tagging Exercise ). The Tagging Exercise is for the purpose of verifying, in respect of each Asset:- (c) that legal and beneficial ownership of that Asset can be sold, transferred and conveyed to and in the name of SDE on completion pursuant to the SPA, free from any and all encumbrances (save as otherwise provided in the SPA); that the amount, number or quantity of the Asset corresponds with those as provided in the SPA; and that the Asset is reasonably fit for its purpose and is in reasonable working order (fair wear and tear excepted). In the event of contrary to the abovementioned, the Parties agree that if SDE so chooses, that

4 Asset shall not be purchased, and the Final Consideration shall be reduced by such amount as may be mutually agreed by the Parties ( Deduction ) provided that the Deduction shall not exceed the NBV of that Asset Completion Upon the completion of the Tagging Exercise and the satisfaction or permitted waiver of the conditions precedent, completion of the Proposed Disposal shall occur ( Completion ). On Completion, the Final Consideration shall be satisfied in the following manner under the terms of the SPA:- RAHB (for itself and on behalf of the relevant transferor of the relevant Asset) may retain the Deposit; and on the seventh day after the determination of the Balance Final Consideration (subject to the Deduction, if any) shall be paid in cash by way of bankers cheque or telegraphic transfer to the Stakeholder. The date on which such payment is made shall be deemed as the completion date of the Proposed Disposal ( Completion Date ). The Stakeholder shall deal with the Balance Final Consideration (subject to the Deduction, if any) in the following manner and priority:- (c) the Stakeholder shall release the amount required to redeem the Yard to the Vendors financier; to pay any outstanding charges and sums payable up to the completion date in relation to the Assets including the Yard and any other payments in respect of the Assets; to release the remaining sum to RAHB (for itself and on behalf of the relevant transferor of the relevant Asset) ( Remaining Consideration ). SDE s solicitors shall within three (3) business days after receipt of the original issue documents of title, the discharge documents (or in the event that SDE elects to accept title to and ownership of the lands comprised in the Yard subject to any encumbrance, the Vendors shall deliver to SDE the relevant consent letters from the Vendors financier for the transfer of the lands comprised in the Yard to SDE) and other documents ( Presentation Documents ) proceed to present the transfers for registration at the relevant land office provided always that the adjudication notice for the lands has been received by SDE or SDE s solicitors; SDE s solicitors shall notify the Stakeholder in writing (i) on the same day the transfers and discharge documents have been presented for registration at the relevant land office and (ii) on receipt of the issue documents of title duly endorsed with SDE as the registered proprietor. The Stakeholder is irrevocably authorised to release the Remaining Consideration to the Vendors fourteen (14) days of the delivery of the Presentation Documents to SDE s solicitors or fourteen (14) days after the expiry of the required timeframe to present the Presentation Documents, whichever is earlier Representation and Warranties The Vendors have represented and warranted to SDE that the representations and warranties made pursuant to the SPA, including but not limited to legal and beneficial ownership of the Assets and the right to sell the Assets, shall be true, correct and accurate, and shall not be extinguished, diminished or affected until completion. In the event that any of such warranties are breached before completion, SDE shall be entitled to claim damages for any loss, damages, cost and expenses incurred and the Vendors shall indemnify SDE against all claims, losses, damages and costs incurred by SDE as a result of such breach(es).

5 SDE has represented and warranted to the Vendors that the representations and warranties made pursuant to the SPA, including but not limited to the legal right to enter into the SPA and the authorisation on the part of SDE shall be true, correct and accurate, and shall not be extinguished, diminished or affected until completion. In the event that any of such warranties are breached before completion, the Vendors shall be entitled to claim damages for any loss, damages, cost and expenses incurred and SDE shall indemnify the Vendors against all claims, losses, damages and costs incurred by the Vendors as a result of such breach(es) Special Issue Pursuant to the SPA, the Parties had under the SPA acknowledged that a portion of RAHB s fabrication yard is currently leased to a third party to undertake works related to a fabrication contract. Pursuant to this, the Parties have agreed that the economic benefits, rights and obligations of the said lease shall be on a shared basis between SDE and RAHB and/or Ramunia Fabricators Sdn Bhd, and the Parties shall mutually agree in good faith on the structure, terms and conditions of such arrangement prior to the Completion Date, subject to RAHB first obtaining the relevant lenders consent or third party s consent and other relevant conditions being satisfied Vacant Possession Vacant possession of the yard shall be handed to SDE on the Completion Date or such earlier date as mutually agreed between SDE and RAHB ( Date of Possession ). Save for the lease agreement as described in Section above and any existing contracts or projects or tenancies pending completion and as disclosed to SDE, in the event that there shall be tenants, occupiers, squatters or encroachments on the Yard prior to the Date of Possession, RAHB shall at its own cost and expense procure the removal of such parties from the Yard. If RAHB fails to hand over vacant possession of the yard, RAHB shall immediately pay to SDE liquidated damages at the rate of 8% per annum of the Final Consideration immediately after the expiry of the Date of Possession until the date that vacant possession is handed over to SDE Termination In the event:- SDE fails to complete the acquisition of the Assets despite all conditions precedent having been fulfilled; or there is a non-fulfilment of any of the conditions precedent resulting from or due to any action or omission to act on the part of SDE, then the Vendors shall be entitled to retain the Deposit without SDE having any further right to claim any refund thereof or to seek for specific performance against SDE. In the event:- any of the Vendors fails to complete the disposal of the Assets despite all conditions precedent having been fulfilled; or there is a non-fulfilment of any of the conditions precedent resulting from or due to any action or omission to act on the part of RAHB, then the Vendors shall refund the Deposit to SDE without SDE having any further right to claim any refund thereof including the sum equivalent to the Deposit as agreed liquidated damages or to seek for specific performance against the Vendors.

6 2.4 LIABILITIES TO BE ASSUMED PURSUANT TO THE PROPOSED DISPOSAL Save for the liabilities as set out in the SPA, there are no other liability, including contingent liabilities and guarantees to be assumed by SDE arising from the Proposed Disposal. 3. ORIGINAL COST AND DATE OF INVESTMENT The original cost and dates of investment for the Assets are as follows:- Description Cost of Investment Date of Investment Yard (inclusive of buildings/structures and plant & machinery) Improvements to the Yard subsequent to acquisition Building/Structures (subsequent to date of Yard acquisition) Plant & machinery (subsequent to date of Yard acquisition) Total RM million 2004, 2005 and 2007 RM65.74 million RM million RM65.72 million RM million 4. APPROVALS REQUIRED The Proposed Disposal is conditional upon the following approvals being obtained:- (c) (d) (e) Approval of the shareholders of RAHB (including the holders of RAHB s preference shares, if required); the approval of the EPU under the EPU Guidelines, if required to be obtained by SDE; the approval of MITI to be obtained by SDE for a new license to own and operate the Yard; such approvals from the respective lenders and/or bondholders of SDE and the Vendors, if required; and such other approvals, consents, authorisations, permits and/or waivers of any authority (including, without limitation, the approval of a State Authority for any land transfer that is required to be obtained by the Vendors) necessary or appropriate to permit completion. 5. LISTING STATUS OF RAHB Upon completion of the Proposed Disposal, Bursa Malaysia Securities Berhad ( Bursa Securities ) may classify RAHB as a Cash Company pursuant to Practice Note ( PN ) 16 of Bursa Securities Listing Requirements ( Listing Requirements ). In addition, RAHB may also be classified as an affected listed issuer under PN 17 of the Listing Requirements by virtue of the disposal of its major assets pursuant to the Proposed Disposal.

7 In this regard, the Company would need to address its classification as a Cash Company or an affected listed issuer within these stipulated timeframes set out under PN 16 and/or 17 of the Listing Requirements. At this juncture, the nature and timing of such regularisation proposal(s) is uncertain. In this regard, RAHB may be delisted from the Official List of Bursa Securities as a result of failure to comply with the aforesaid Listing Requirements. Further announcements in respect of the Company s status under PN 16 and/or 17 of the Listing Requirements will be announced in due course. 6. PROPOSED UTILISATION OF THE DISPOSAL PROCEEDS As at the date of this announcement, the Board is still assessing and evaluating plans for the optimal utilisation of the cash proceeds from the Proposed Disposal (excluding the amount to redeem the Assets in order to complete the Proposed Disposal), with the aim of providing maximum benefits to the Company and its stakeholders. Such proposals for the utilisation of the cash proceeds, including but not limited to the acquisition of a new core business to regularise its classification post-disposal in order to remain as a public-listed company, will be announced in due course upon finalisation of such proposals. 7. RATIONALE OF THE PROPOSED DISPOSAL Since the third (3 rd ) financial quarter ended 31 July 2008 up till the second (2 nd ) financial quarter ended 30 April 2009, the financial performance of the RAHB Group has been deteriorating, attributable primarily to project cost over-runs, foreign-exchange losses, provision of diminution of investments, costs incurred due to project cancellation, impairment of goodwill and higher operating costs incurred from the Yard modernization exercise. With such financial performance deterioration and the inability to procure contracts, RAHB has since been faced with operational difficulties associated with such losses and insufficiency of working capital. RAHB is also facing a difficult task of securing new working capital facilities as the existing funding has been withdrawn by its existing financial institutions. Working capital line and project financing facilities have also been withdrawn and capped at a minimum. Going forward, the Board is of the view that the RAHB Group will face significant difficulties in being able to successfully procure sufficient contracts within the short term that will generate sufficient profits and positive cash flow to revive the RAHB Group s existing situation. Due to this circumstance, it is highly likely that RAHB will be unable to meet its debt obligations as and when they fall due. In the event that a realisation of the RAHB Group s assets is required to regularise its financial condition under such circumstances, the value of such assets could potentially be significantly lower than that transacted on a willing buyer-willing seller basis. The Proposed Disposal therefore provides a timely opportunity for the RAHB Group to unlock the value of its assets, especially the Yard for the purpose of paying off its liabilities and/or acquire a new core business to turnaround its operations. 8. COMPLETION RISK FACTORS (i) Determination of Disposal Consideration Pursuant to Section 2.1 above, the Provisional Disposal Consideration is subject to confirmation from SDE for a period of three (3) weeks from the date of the SPA. As such, there is no assurance that the Final Consideration will be the Provisional Disposal Consideration. As at the date of the SPA, the Vendors whether the Final Consideration is deemed to be a reasonable offer as it is still subject to the Final Consideration pursuant to the SDE Notification, which is further subject to the Vendors approval.

8 In the event the changes to the Provisional Disposal Consideration are not agreeable to RAHB, the SPA shall be rescinded and cease to have any further effects as mentioned in Section 2.1 above. Due to this, there is no assurance that the Proposed Disposal will proceed to completion, and if proceed to completion, will be transacted at the Provisional Disposal Consideration. (ii) Conditions for the Proposed Disposal Completion of the Proposed Disposal will be conditional upon certain condition precedents to the SPA being satisfied and/or waived as the case maybe, inter-alia the approvals from the relevant authorities, relevant parties and shareholders of RAHB. There can be no assurance that the Proposed Disposal will not be exposed to risks such as the inability to obtain the approvals from the relevant authorities, parties and/or shareholders. 9. BACKGROUND INFORMATION ON RAHB RAHB was incorporated in Malaysia on 18 November 2003 under the Companies Act, 1965 ( Act ) as a private limited company under the name of Operasi Unggul Sdn Bhd. It subsequently changed its name on 3 March 2004 to Ramunia Holdings Sdn Bhd. It was converted into a public company and assumed its present name on 23 April RAHB was listed on the Second Board of Bursa Malaysia Securities Berhad on 28 January As at the date of this announcement, the authorised share capital of RAHB is RM855,000,000 comprising 1,600,000,000 ordinary shares of RM0.50 each and 110,000,000 irredeemable convertible preference shares ( ICPS ) of RM0.50 each, of which 562,191,464 ordinary shares of RM0.50 each and 100,648,062 ICPS of RM0.50 each have been issued and fully paid-up. As at the date of this announcement, RAHB also has million outstanding warrants 2004/2014 ( Warrants ) exercisable at any time on or before the date falling 10 years from 20 December 2004, at an exercise price of RM0.51 each on the basis of one (1) new RAHB Share for every one (1) Warrant held. The Company s principal activities are investment holding and provision of management services. The principal activities of the Company s subsidiaries are fabrication of offshore oil and gas related structure and other related civil works, manufacturing of offshore pedestal cranes, provision of upstream activities in the oil and gas industry, ownership of marine vessels, provision of yard development and management and administrative services, provision of training and related services, ownership of rolling mill catering for roll tubular demand of local and international markets, fabrication of offshore oil and gas steel structures and platforms and all related activities. RAHB, through its subsidiary companies, RFSB and ROSB, owns a total of approximately 170 acres of land area known as the Teluk Ramunia Fabrication Yard located in the state of Johor. The Teluk Ramunia Fabrication Yard comprises a distinct purpose-built steel fabrication facility catering mainly to the construction and engineering of offshore oil and gas structures and other related steel fabrication and engineering activities, with a combined rated capacity to undertake steel fabrication of offshore platforms and other structures of up to 50,000 metric tonne ( MT ). As at the date of this announcement, a valuation report in respect of the Assets is not available. However, a valuation report for the Assets will be prepared in compliance with the relevant requirements for inclusion in the Company s circular to shareholders to seek shareholders approval for the Proposed Disposal. Details of the Yard are set out in Appendix 1 of this announcement.. Based on the latest available audited consolidated financial statements of RAHB for the FYE 31 October 2008, RAHB registered a consolidated loss after tax ( LAT ) of approximately RM287.3

9 million and has a consolidated net asset ( NA ) and NTA of approximately RM154.2 million and RM93.6 million, respectively. The consolidated LAT, NA and NTA of RAHB based on its latest available unaudited consolidated second (2 nd ) quarter financial accounts for the 6-month financial period ended 30 April 2009 are approximately RM19.3 million, RM135.0 million and RM73.9 million, respectively. 10. EFFECTS OF THE PROPOSED DISPOSAL 10.1 SHARE CAPITAL AND SUBSTANTIAL SHAREHOLDERS The Proposed Disposal will not have any effect on the issued and paid-up share capital and substantial shareholders shareholdings of RAHB as it does not involve any issuance of securities by RAHB NA AND GEARING Based on the latest available audited consolidated financial accounts of RAHB as at 31 October 2008, the proforma effects of the Proposed Disposal based on the Provisional Disposal Consideration on RAHB s consolidated NA are set out as follows:- FYE 31 October 2008 (Audited) (RM 000) After the Proposed Disposal (RM 000) Share capital 281, ,096 ICPS 50,324 50,324 Share premium 97,552 97,552 Accumulated losses (247,789) (118,789) (1) Total shareholders fund 154, ,183 Minority Interest NA 154, ,402 No. of ordinary shares of RM0.50 each issued in RAHB ( RAHB Shares ) ( 000) 562, ,191 NA per share (RM) Total borrowings 370,814 50,814 Gearing (times) Note: (1) Taking into account the estimated expenses of RM2.0 million in relation to the Proposed Disposal. The Proposed Disposal is expected to improve the consolidated NA per share from RM0.27 as at 31 October 2008 to RM0.55 after the Proposed Disposal based on the Provisional Disposal Consideration. The Proposed Disposal is expected to reduce the gearing of RAHB Group from 2.41 times as at 31 October 2008 to 0.16 times after taking into account the redemption of debts amounting to approximately RM320 million relating to the Assets under the Proposed Disposal based on the Provisional Disposal Consideration EARNINGS The Proposed Disposal based on the Provisional Disposal Consideration is expected to result in a one-time gain on disposal of approximately RM129 million or equivalent to approximately 22.95

10 Sen per RAHB Share (after taking into account the estimated expenses in relation to the Proposed Disposal). 11. PERCENTAGE RATIO APPLICABLE TO THE PROPOSED DISPOSAL PURSUANT TO PARAGRAPH 10.02(G) OF THE LISTING REQUIREMENTS Since the Final Consideration has not been determined at this juncture, the highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph (g) of the Listing Requirements cannot be ascertained at this juncture. Notwithstanding the above, the highest percentage ratio based on the Provisional Disposal Consideration is 363%. 12. DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST None of the directors and/or substantial shareholders of RAHB or persons connected to them have any interest, direct or indirect, in the Proposed Disposal. 13. DIRECTOR S STATEMENT Subject to the determination of the Final Consideration amount, the Board, having considered all aspects of the Proposed Disposal including its rationale, the Provisional Disposal Consideration amount and the terms of the SPA as at the date of this announcement, is of the opinion that the Proposed Disposal is in the best interests of RAHB and its shareholders. 14. ADVISER KIBB has been appointed as the Principal Adviser to the Company for the Proposed Disposal. 15. ESTIMATED TIME FRAME FOR COMPLETION The application(s) for the Proposed Disposal to the relevant authorities, if any, are expected to be submitted by RAHB within three (3) months from the date of this announcement. The Proposed Disposal is expected to be completed by the fourth (4 th ) quarter of DOCUMENTS AVAILABLE FOR INSPECTION The following documents will be made available for inspection at the registered office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, damansara Height, Kuala Lumpur, during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement: (i) (ii) (iii) The SPA; RAHB s audited consolidated financial statements for the FYE 31 October 2008; and RAHB s unaudited consolidated management accounts for the six (6)-month financial period ended 30 April This announcement is dated 3 August 2009.

11 APPENDIX 1 1. TELUK RAMUNIA FABRICATION YARD 1.1 Nature/ Description The Teluk Ramunia Fabrication Yard comprises four (4) parcels of reinforced reclaimed land with a total land area of approximately 170 acres, building and structure, machinery and associated equipment. It is a distinct purpose-built steel fabrication facility segregated into three (3) yards, namely Yard A, Yard B and Yard C, catering mainly to the construction and engineering of offshore oil and gas structures and other related steel fabrication and engineering activities. The yards have a combined rated capacity to undertake steel fabrication of offshore platforms and other structures of up to 50,000 MT. The buildings located on site and which form part of the Teluk Ramunia Fabrication Yard comprise, inter alia, the following:- Building Main floor/buildup area (approximate square meters) Fabrication workshop 1,579 Production office 1,120 Fabrication and pipe workshop 1,580 CNC profile cutting machine 221 workshop Power house 278 Yard canteen 502 Toilet block 28 Corporate office 17,110 Warehouse 3,940 Security complex 1,516 Workshop 576 Production office 1 & 2 2,176 Mechanical & piping workshop 1,935 Toilet block 1&2 63 Open site workshop 234 Guard house (Gate 1) 18 Surau 54 Store 739 Fabrication shop 1 & 2 7,568 Pipe shop 1 & 2 2,400 Blasting and painting chamber 3,280 Auto blast shop 1,760

12 1.2 Title, land area tenure / expiry date Yard C Yard details Yard A Yard B Yard C No. 1 Yard C No. 2 Land Lot no. title/ HS(D) No. 8586, Lot No. PTD 501 HS(D) No. 7794, Lot No. PTD 502 HS(D) No. 8585, Lot No. PTD 421 HS(D) No , Lot No. PTD 421A Mukim/ District/ State Title area Mukim of Pantai Timor, District of Kota Tinggi, State of Johor Darul Takzim hectares/ (42 acres) Mukim of Pantai Timor, District of Kota Tinggi, State of Johor Darul Takzim hectares/ (80 acres) Mukim of Pantai Timor, District of Kota Tinggi, State of Johor Darul Takzim 7.69 hectares/ (19 acres) Mukim of Pantai Timor, District of Kota Tinggi, State of Johor Darul Takzim hectares/ (29 acres) Tenure Leasehold for a term of sixty (60) years expiring on 19 December 2050 Leasehold of a term of sixty (60) years expiring on 30 October 2048 Leasehold of a term of sixty (60) years expiring on 18 December 2050 Leasehold of a term of sixty (60) years expiring on 27 January 2054 Age 19 years 21 years 19 years 15 years Annual rent RM25,500 RM48,555 RM11,353 RM11, Net book value Based on the latest audited financial information for the FYE as at 31 October 2008, the NBV of the Assets is approximately RM429 million. 1.4 Summary valuation of the Yard As at the date of this announcement, a valuation report in respect of the Assets is not available. However, a valuation report for the Assets (including the Yard) will be prepared in compliance with the relevant requirements for inclusion in the Company s circular to shareholders to seek shareholders approval for the Proposed Disposal. 1.5 Encumbrances As at the date of this announcement, Yard A, Yard B and Yard C are subject to the following encumbrances:- Encumbrances Yard A Yard B Yard C Details Charged to bank vide Press. No /2005 dated 30 June 2005 as securities for banking facilities Charged to bank vide Press. No /2007 dated 4 September 2007 as securities for banking facilities Charged to bank vide Press. No /2005 dated 30 June 2005 as securities for banking facilities