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ISLAND & PENINSULAR BERHAD ("I&P" or "the Company") Shareholders Agreement Between I&P, Golden Hope Plantations Berhad ("GHPB") And I&P Seriemas Sdn. Bhd. (formerly known as Golden Hope Development Sdn. Bhd. ) ("I&P Seriemas") Pursuant To Subscription By I&P Of 1,500,000 New Ordinary Shares of RM1.00 each, representing 60% Of The Enlarged Issued And Paid-Up Share Capital In I&P Seriemas, A Wholly-Owned Subsidiary Of GHPB ("Shareholders Agreement")

ISLAND & PENINSULAR BERHAD

Type

Announcement
SubjectISLAND & PENINSULAR BERHAD ("I&P" or "the Company")

Shareholders Agreement Between I&P, Golden Hope Plantations Berhad ("GHPB") And I&P Seriemas Sdn. Bhd. (formerly known as Golden Hope Development Sdn. Bhd. ) ("I&P Seriemas") Pursuant To Subscription By I&P Of 1,500,000 New Ordinary Shares of RM1.00 each, representing 60% Of The Enlarged Issued And Paid-Up Share Capital In I&P Seriemas, A Wholly-Owned Subsidiary Of GHPB ("Shareholders Agreement")

Contents :

Introduction


We refer to the announcements dated 16 September 2003, 15 March 2004 and 1 November 2004 as well as circular to shareholders dated 30 August 2004.

I&P had on 15 March 2004 entered into a Subscription Agreement of Shares in I&P Seriemas dated 15 March 2004 as amended by a supplemental agreement dated 31 May 2004 with GHPB and I&P Seriemas for the subscription by the Company of 1,500,000 new ordinary shares of RM1.00 each, representing 60% of the enlarged issued and paid-up share capital in I&P Seriemas, a wholly-owned subsidiary of GHPB, for a subscription price of 629,645,945 satisfied by the issuance of 185,189,984 new ordinary shares of RM1.00 each in I&P to GHPB at an issue price of RM3.40 per share in consideration of GHPB paying I&P Seriemas the subscription price of RM629,645,945 on behalf of I&P setting-off against the balance of debt as at 30 September 2003 owing by I&P Seriemas to GHPB ("Subscription in I&P Seriemas"). The Subscription in I&P Seriemas was completed on 1 November 2004 whereupon the shareholding of I&P and GHPB in I&P Seriemas is 60% and 40% respectively.

Aseambankers Malaysia Berhad (“Aseambankers”) on behalf of I&P wishes to announce that the Company had on 5 April 2005, entered into a Shareholders Agreement pursuant to the Subscription in I&P Seriemas, with GHPB and I&P Seriemas, with a view to regulate their relationship inter-se and generally in the conduct and affairs of I&P Seriemas.

I&P Seriemas was incorporated on 4 July 1984 in Malaysia under the Act as a private limited company under the name of Golden Hope Development Sdn Bhd. As at 1 November 2004, the authorised capital of I&P Seriemas is RM8,000,000 comprising 8,000,000 ordinary shares of RM1.00 each of which 2,500,000 ordinary shares of RM1.00 each have been issued and fully paid-up. The principal activity of I&P Seriemas is property development.

I&P Seriemas is a property and land developer and is currently involved in several mixed development projects namely Kota Seriemas in Negeri Sembilan, Kota Seri Langat and Morib Beach Resort City in Selangor and has over 10,800 acres of land in other several states. Land development is the key contributor to I&P Seriemas’s turnover which currently exceeds 80% of the total income in each year.

Salient Terms of the Shareholders Agreement

The salient terms of the Shareholders Agreement are as follows:-

(i) The shareholdings of I&P and GHPB in I&P Seriemas are 60% and 40% respectively.

(ii) Any further issue of shares will be issued to I&P and GHPB in their respective proportion.

(iii) The Board of Directors of I&P Seriemas (“Board”) comprises two (2) nominees from GHPB and three (3) nominees from I&P. Questions arising at any meeting of the Board shall be decided by a majority votes of the Directors present and voting save for questions arising in respect of a Board reserved matter shall require the unanimous votes of all Directors present and voting.

(iv) The Chairman of the Board and Managing Director shall be a Director nominated from amongst the Directors nominated by I&P.

(v) All decisions at a general meeting of I&P Seriemas shall be decided by a simple majority save for any resolutions dealing with shareholders reserved matters which shall require the affirmative votes of GHPB and I&P before they are carried.

(vi) Any shareholder who intends to transfer or otherwise dispose of part or all of its shares shall give to the other shareholder a notice in writing and a pre-emptive right to acquire the disposing shares at fair value of the shares.

(vii) Each shareholder shall use their respective best endeavours to promote and develop the business of I&P Seriemas to the best advantage of I&P Seriemas.

Approvals

The execution and delivery of the Shareholders Agreement has been approved by the following:

(i) the Board of Directors of I&P;
(ii) the Board of Directors of GHPB; and
(iii) the Board of Directors of I&P Seriemas.

Interests of Directors, Substantial Shareholders and Persons Connected to Them

Save as otherwise stated below, none of the Directors, substantial shareholders of I&P and persons connected to them have any interest, direct or indirect, in the Shareholders Agreement.

Permodalan Nasional Berhad (“PNB”) is a major shareholder of GHPB and I&P. As such, PNB and unit trust schemes managed by Amanah Saham Nasional Berhad, a wholly-owned subsidiary of PNB, and Amanah Raya Berhad as a trustee for unit trust schemes managed by Amanah Saham Nasional Berhad are deemed interested in the Shareholders Agreement.

    Dato’ Haji Mohd Zuki Haji Kamaluddin, Ir Jamaludin bin Osman, Madam Hooi Lai Hoong, Prof. Datuk Dr. Nik Mohd. Zain bin Nik Yusof and Encik Zainal Abidin bin Jamal, being nominees of PNB, are therefore deemed interested in the Shareholders Agreement. Accordingly, Dato’ Haji Mohd Zuki Haji Kamaluddin, Ir Jamaludin bin Osman, Madam Hooi Lai Hoong, Prof. Datuk Dr. Nik Mohd. Zain bin Nik Yusof and Encik Zainal Abidin bin Jamal have abstained and will continue to abstain from deliberating and voting on the resolutions on the Shareholders Agreement at the board meetings of I&P.

    Statement by the Board of Directors of I&P
      The Directors of I&P are of the opinion that the Shareholders Agreement is in the best interest of the Company.

      Documents for Inspection
        The Shareholders Agreement is available for inspection at the Registered Office of I&P at 24-31, Jalan Setiawangsa 8, Taman Setiawangsa, 54200 Kuala Lumpur during business hours 9:00 am to 5:00 pm, Monday to Friday for a period of one (1) month from the date of this announcement.
          This announcement is dated 6 April 2005.


          Announcement Info

          Company NameISLAND & PENINSULAR BERHAD  
          Stock Name I&P    
          Date Announced6 Apr 2005  
          CategoryGeneral Announcement
          Reference NoCU-050406-57795

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