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1.1 The Board of Directors of RCE Capital Berhad ("RCE" or "the Company") is pleased to announce that the Securities Commission ("SC") has approved the proposed issue of RM45.0 million Fixed Rate Serial Bonds and up to RM50.0 million Underwritten Commercial Papers Programme (collectively referred to as "Finance Facilities") by RCEs subsidiary, RCE Premier Sdn Bhd (formerly known as Pintar Utara (M) Sdn Bhd) ("RCEP"), vide SCs approval letter dated 6 July 2004 which was received on 8 July 2004.

1.2 Amanah Short Deposits Berhad ("ASD") and Mulpha Capital Markets Sdn Bhd have been appointed by RCEP as the Lead Arranger and Financial Adviser respectively, for the Finance Facilities.

2.1 Description

Up to RM95.0 Million Private Debt Securities comprising: -
(i) RM45.0 Million Fixed Rate Serial Bonds ("Bonds"); and
(ii) up to RM50.0 Million Underwritten Commercial Papers Programme ("CP Programme").

2.2 Interest payment frequency

(i) Bonds

The coupon payment under the Bonds shall be payable semi-annually in arrears with the last coupon payment to be made on the last respective maturity date.

(ii) CP Programme

The frequency of interest or equivalent payment is dependent on the frequency of issuance of Commercial Papers ("CPs") under the CP Programme by the Issuer for maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months at a discounted basis, which shall be payable in arrears upon the respective maturity dates of the CPs.

2.3 Tenure

(i) Bonds

Tranche	Tenure
1	Two (2) years
2	Three (3) years
3	Four (4) years
4	Five (5) years


(ii) CP Programme

Seven (7) years from the date of the first issuance of the CPs under the Finance Facilities.
During the tenure of the CP Programme, the CPs shall be issued for tenures of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months, at the option of RCEP.

2.4 Security

The Finance Facilities are secured by the following:

(i) Charge over the share capital and debenture over the assets of RCEP;

(ii) Assignment of the eligible receivables purchased by RCEP;

(iii) Assignment over certain bank accounts and designated accounts;

(iv) Undertaking from RCEPs holding company, RCE Marketing Sdn Bhd ("RCEM"); and
(v) Corporate guarantee from RCE.

2.5 Rating



Facility	Credit Rating Assigned (Indicative)
Bonds	A
CP Programme	MARC-2

Name of Rating Agency

Malaysian Rating Corporation Berhad

The RM95.0 Million proceeds from the Finance Facilities will be utilised by RCEP to finance the acquisition of a pool of eligible receivables from RCEM.

4.1 To enable RCEP to raise financing at attractive interest rates due to the structure of the Finance Facilities whereby the repayment of the Finance Facilities is secured against the future collections of the eligible receivables purchased by RCEP.

4.2 To enable RCEP to enjoy fixed interest rates for the Bonds portion of the Finance Facilities throughout the tenor of the Bonds.

4.3 To avoid the dilutive effect on the future consolidated earnings of RCE which would arise from a fund raising exercise involving the issuance of new RCE shares.

5.1 Issued and paid-up share capital
The Finance Facilities will not have any effect on the issued and paid-up share capital of RCE.

5.2 Net Tangible Assets ("NTA")

The Finance Facilities are not expected to have any material effect on the NTA of RCE for the current financial year ending 31 March 2005.

5.3 Earnings

Save for the upfront fees incidental to the Finance Facilities, the Finance Facilities are not expected to have any material effect on the earnings of RCE for the current financial year ending 31 March 2005. The Finance Facilities are expected to have a positive impact on the consolidated earnings of RCE in the future by reducing its cost of borrowing.

5.4 Substantial shareholding structure

The Finance Facilities will not have any effect on the substantial shareholding structure of RCE.

Insofar as the Directors are able to ascertain and are aware, none of the Directors or substantial shareholders of RCE or persons connected to them have any interest, direct or indirect, in the issuance of the Finance Facilities.

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