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1. Introduction

The Board of Directors of Adventa wishes to announce that the Company had entered into a Sale and Purchase of Shares Agreement ("the Agreement") to acquire 93% of the issued and paid up share capital of Purnabina Sdn. Bhd. ("Purnabina") comprising 3,720,000 ordinary shares of RM1.00 each fully paid up from the following vendors for a total cash consideration of RM5,487,000/- ('the Proposed Acquisition"):-

	Vendors	No. of ordinary shares of RM1/-each in the share capital of Purnabina	Purchase Consideration (RM)
1.	Loh & Chin Holdings Pte. Ltd.	3,000,000	4,425,000
2.	Chin Swe Sen	120,000	177,000
3.	Loh Siew Hock	400,000	590,000
4.	Chong Cwee Gim	200,000	295,000
		3,720,000	5,487,000

2. Purchase Consideration

The purchase consideration was arrived at a willing buyer-willing seller basis after taking into consideration the Net Tangible Assets, excluding Current Assets and Current Liabilities of Purnabina based on its management accounts for the period ended 31st October 2004.

The purchase consideration payable to the Vendors is RM5,487,000/- derived on the basis of RM1.475 per ordinary share. The purchase consideration shall be satisfied entirely by cash through internally generated funds.

The Company shall settle the purchase consideration for the sale shares in the following manner:-

(i) Upon the execution of the Agreement, Adventa shall pay a sum of Ringgit Malaysia: Five Hundred Forty Eight Thousand and Seven Hundred only (RM548,700/-) as deposit and part payment towards the purchase consideration for the sale shares with the Vendors' solicitors as stakeholders; and

(ii) the balance of the purchase consideration for the sale shares shall be paid to the Vendors' Solicitors as stakeholders on the 30th November 2004.

3. Rationale

The Proposed Acquisition fits into Adventa Groups expansion of its principal activities of manufacturing and distribution of surgical gloves and specialized medical products and it is also synergistic to its marketing and manufacturing organization and expertise.

4. Information on Purnabina

Purnabina (Company No. 116052-D) was incorporated in Malaysia as a private limited company under the Companies Act, 1965 on 6th March 1984. The authorised share capital of Purnabina is 10,000,000/- divided into 10,000,000 of ordinary shares of RM1.00 each.
The principal activity of Purnabina is the manufacture of specialized dental gloves .

5. Financial Effects

5.1 Share Capital and Shareholding Structure

The Proposed Acquisition will not have any effect on the Share Capital and Shareholding Structure of Adventa as the purchase consideration will be satisfied entirely by cash.

5.2 Earnings

Barring any unforeseen circumstances, the Proposed Acquisition is expected to enhance the future earnings of the Adventa Group arising from the additional contribution from Purnabina.

5.3 Net Tangible Assets

The Proposed Acquisition does not have any material effect on the Net Tangible Assets of Adventa Group for the financial year ending 31 January 2005.

6. Liabilities

There are no liabilities to be assumed apart from the purchase consideration due pursuant to the Proposed Acquisition.

7. Conditions to the proposal

The sale and purchase of the sale shares shall be conditional upon the fulfilment of the conditions precedent set out in the Agreement on or before the expiry of three (3) months from the date of the Agreement or such other date as the Parties may agree in writing.

The Proposed Acquisition is subject to the fulfilment of the following conditions precedent:-

(i) approval from the Ministry of International Trade and Industry for the Sale and Purchase of the shares upon the terms and conditions of the Agreement;

(ii) if required, the Vendors having procured Purnabina to obtain the approvals of the financial institutions under any loan or finance documentation for the sale of the sale shares;

(iii) Adventa having been satisfied with the results of due diligence tests and investigations by the Company, its employees, agents and advisers (including its accountants and solicitors) into the legal, financial, contractual and trading position and prospects of Purnabina;

(iv) Mr. Loh Siew Chok having in writing and the Board of Purnabina in a meeting shall have approved the sale and transfer of the sale shares to Adventa by 31st October 2004;

(v) the directors of the Board of Purnabina having resigned without any claim or compensation against Purnabina by 30th November 2004; and

(vi) the Vendors having fully settled the liabilities of Purnabina and that the Vendors shall having procured the auditor of Purnabina to issue a certificate to Adventa certifying to Adventa that as at 31 October 2004, Purnabina is free from whatsoever liabilities.

The Proposed Acquisition is not subject to the approval of the shareholders of the Company.

8. Directors and Substantial Shareholders Interest

None of the directors and / or substantial shareholders or persons connected to them, have any interests, direct or indirect in the Proposed Acquisition.

9. Statement by the Board of Directors

The Board of Adventa, having considered all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition of Purnabina is in the best interest of Adventa Group.

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