General Announcement

24/06/2005

RCE CAPITAL BERHAD ("RCE" OR THE "COMPANY") - Proposed disposal of land held under Grant 24607 to 24613, Grant 33223 to 33227, Grant 18617 and Grant 37511, corresponding to Lot Numbers 109 to 115, 443 to 447, 471 and 435, in the Town and District of Kuala Lumpur (the "Land") by Effusion.Com Sdn Bhd ("ECSB"), a wholly-owned subsidiary company of RCE, to ABIs Land and Properties Sdn Berhad ("ABILP") for a cash consideration of RM7,717,500/-

RCE CAPITAL BERHAD

Type

Announcement
SubjectRCE CAPITAL BERHAD ("RCE" OR THE "COMPANY")
- Proposed disposal of land held under Grant 24607 to 24613, Grant 33223 to 33227, Grant 18617 and Grant 37511, corresponding to Lot Numbers 109 to 115, 443 to 447, 471 and 435, in the Town and District of Kuala Lumpur (the "Land") by Effusion.Com Sdn Bhd ("ECSB"), a wholly-owned subsidiary company of RCE, to ABIs Land and Properties Sdn Berhad ("ABILP") for a cash consideration of RM7,717,500/-

Contents :

1. INTRODUCTION

      The Board of Directors of RCE wishes to announce that ECSB had on 24 June 2005 entered into a sale and purchase agreement (SPA) with ABILP to dispose of the Land to ABILP, for a cash consideration of RM7,717,500/- (the Proposed Disposal).
2. DETAILS OF THE PROPOSED DISPOSAL
      The Land will be disposed of with vacant possession on an as-is-where-is basis and free from all encumbrances.
      The sale consideration of RM7,717,500/- was arrived at on a willing buyer-willing seller basis.
      A sum of RM771,750/-, representing 10% of the sale consideration has been paid by ABILP to ECSB and the balance sum of RM6,945,750/-, representing 90% of the sale consideration will be paid upon completion of the SPA.
      2.1 INFORMATION ON ECSB

          ECSB is a private limited company incorporated on 20 December 1988 under the Companies Act, 1965 with an authorised share capital of RM1,000,000/- divided into 1,000,000 ordinary shares of RM1/- each, of which 500,000 ordinary shares of RM1/- have been issued and fully paid-up.
          ECSB is principally involved in property investment. The Land was acquired by ECSB from RCE on 29 April 2004 based on RCEs carrying amount of RM10.2 million which was satisfied via inter-company advances.

2.2 INFORMATION ON ABILP
          ABILP is a private limited company incorporated on 15 November 1997 under the Companies Act, 1965. Presently, ABILP has an authorised share capital of RM100,000/- divided into 100,000 ordinary shares of RM1.00 each, of which 100,000 ordinary shares of RM1.00 each have been issued and fully paid-up.

      ABILP is principally involved in property investment and development.

3. RATIONALE FOR THE PROPOSED DISPOSAL

      Proceeds from the Proposed Disposal will be utilised for the Groups working capital purposes.
4. APPROVAL REQUIRED

      The Proposed Disposal is not subject to the approval of shareholders or any other governmental authorities. However, an information circular to shareholders will be issued in due course.

5. EFFECTS OF THE PROPOSED DISPOSAL
      The Proposed Disposal will not have any material effect on the share capital and substantial shareholdings as well as earnings and net tangible assets per share of the Company for the financial year ending 31 March 2006.

6. DIRECTORS AND/OR SUBSTANTIAL SHAREHOLDERS OR PERSONS CONNECTED WITH A DIRECTOR OR SUBSTANTIAL SHAREHOLDERS INTEREST

      None of the Directors and/or substantial shareholders of the Company or persons connected with the Directors or substantial shareholders have any interest, direct or indirect, in the Proposed Disposal.

7. STATEMENT BY DIRECTORS
      The Board of Directors of RCE having considered the terms of the Proposed Disposal is of the opinion that the aforesaid transaction is in the best interest of RCE.

8. DOCUMENT FOR INSPECTION
      The SPA is available for inspection at the Registered Office of the Company situated at 7th Floor, Wisma Tan Kim San, No. 518A, 3rd Mile, Jalan Ipoh, 51200 Kuala Lumpur from Mondays to Fridays (except public holidays) during business hours from the date of this announcement.

This announcement is dated 24 June 2005.


Announcement Info

Company NameRCE CAPITAL BERHAD  
Stock Name RCECAP
Date Announced24 Jun 2005  
CategoryGeneral Announcement
Reference NoCU-050624-55201

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