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We refer to the announcements made on 11 November 2005 and 17 January 2006 in relation to the Acquisition.

On behalf of the Board of Directors of RCE Capital Berhad ("RCE"), Malaysian International Merchant Bankers ("MIMB") is pleased to announce that the Securities Commission ("SC") has, vide its letter dated 8 March 2006, approved the following:-

(a) the Acquisition; and

(b) the listing of and quotation for the 67,415,730 new ordinary shares of RM0.10 each in RCE to be issued pursuant to the Acquisition on the Second Board of Bursa Malaysia Securities Berhad.

In the same letter, the SC has also approved the Acquisition under the Foreign Investment Committees Guidelines on the Acquisition of Interests, Mergers and Take-Overs by Local and Foreign Interests.

The SCs approval of the Acquisition is subject to the following conditions:-

(i) RCE to increase its Bumiputera equity percentage by 2.73% (or 15,800,000 shares) of its new enlarged issued and paid-up share capital within two (2) years from the date of implementation;

(ii) RCE to discuss with Foreign Investment Committee ("FIC") regarding the previous equity condition imposed by FIC on RCE Marketing Sdn. Bhd. ("RCEM") and to inform SC on the status of compliance of the said condition;

(iii) MIMB/RCE to fully comply with the relevant requirements pertaining to the implementation of the proposal as stipulated in the Policies and Guidelines on Issue/Offer of Securities; and

(iv) MIMB/RCE to inform SC upon completion of the Acquisition.


This announcement is dated 10 March 2006.

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