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We refer to the announcement dated 6 March 2002 by Arab-Malaysian Merchant Bank Berhad (Arab-Malaysian) on behalf of the Board of Directors of SCIB (Board) in relation to the following proposals:-

(a) Proposed bonus issues of 22,500,000 new ordinary shares of RM1.00 each ("Shares") in SCIB to be credited as fully paid-up to the shareholders of the Company on the basis of five (5) new Shares for every four (4) existing Shares held ("Proposed Bonus Issue");

(b) Proposed renounceable rights issue of up to 18,000,000 new Shares of SCIB together with 18,000,000 detachable free warrants at an issue price to be determined later on the basis of one (1) new Share together with one (1) free detachable warrant attached thereto for every one (1) existing new Share held ("Proposed Rights Issue with Warrants");

(c) Proposed establishment of an Employees' Share Option Scheme of up to ten percent (10%) of the issued and paid-up share capital of SCIB; and

(d) Proposed increase in the authorised share capital of SCIB from RM25,000,000 comprising 25,000,000 Shares to RM100,000,000 comprising 100,000,000 Shares.

(Collectively herein referred to as Existing Proposals)
Further to the above announcement, on behalf of the Board, Arab-Malaysian wishes to announce that SCIB had on 18 April 2002, entered into a Conditional Sale and Purchase Agreement (SPA) with Oricon Sdn Bhd (Oricon or Vendor), for the proposed acquisition of approximately 43 hectares of mixed zone land described as Provisional Lease Lot 3328 Block 14 Salak Land District at Petra Jaya, Kuching from Oricon for a purchase consideration of RM22,000,000 to be satisfied by way of RM4,480,000 in cash and the balance of RM17,520,000 via the issuance of 12,000,000 new Shares in SCIB at an issue price of RM1.46 per Share (Proposed Acquisition).

The Proposed Acquisition is not interconditional with the Existing Proposals. Both SCIB and Oricon have common major shareholder. Hence, the Proposed Acquisition is deemed as a related party transaction under Chapter 10.08 of the KLSEs Listing Requirements.

2.1 Information on Oricon Land
The Oricon Land is located at Sungai Siol near the confluence of Sungai Siol and Sungai Santubong about 650 metres off Jalan Santubong, opposite to Kasuma Resort, Petra Jaya, Kuching ("Oricon Land"). It is about 12 kilometres away from Kuching City Centre. Access to the Oricon Land is via Jalan Ahmad Zaidi Adruce, Jalan Satok across Satok Bridge, Jalan Tun Abdul Rahman, Jalan Semariang, Jalan Santubong, Jalan Sukma, Jalan Piala and then via Lorong Piala 7J.

The Oricon Land is registered in the name of Oricon and charged to Malayan Banking Berhad for RM3.0 million credit facilities vide Instrument No. L. 1910/1999 dated 19 July 1999 with a caveat. The title of the Oricon Land expires on 25 April 2056.
Oricon had on 28 May 1997 obtained approval from the Land and Survey, Kuching Division to develop the Oricon Land into a water-front housing condominium (Proposed Project). Nonetheless, the approval has since lapsed and Oricon has subsequently submitted a revised layout plan on the Proposed Project (Proposed Revised Project)which are still pending approval.
The Proposed Revised Project consists of an estimated 837 units of residential houses at an estimated total development cost of RM193.5million which is expected to commence in mid 2004 for completion in 2008. The expected profit to be derived from the Proposed Revised Project is approximately RM59.5million. The development cost of the Proposed Revised Project will be funded via internally generated funds.
The Oricon Land is taken up as the Marina Lakeside and Waterfront Project in Oricons books at the original cost of RM3.4million and as at to date, no depreciation has been charged.

2.2 Information on the Vendor  Oricon

Oricon Sdn Bhd was incorporated in Malaysia under the Companies Act 1965, on 7 March 1984 as a private limited company. The company has an authorized and paid-up share capital of RM5,000,000 comprising Shares.
The principal activities of Oricon are property development, subletting of property, provision of management services and investment holding.

The directors' and major shareholders shareholdings in Oricon as at 22 April 2002 are shown in Table 1.

2.3 Cost of Investment

The Oricon Land was acquired by Oricon on 4 September 1996 at a cost of RM3.4 million.
2.4 Basis of Arriving at the Purchase Consideration

The purchase consideration of RM22,000,000 for the Oricon Land was arrived at based on a willing buyer-willing seller basis after taking into consideration the Proposed Revised Project as well as the open market value of the land as appraised by Jordan Lee, Jaafar & Chew Sdn Bhd, an independent firm of valuers on 17 April 2002 based on the combination of comparison and residual methods of valuation.

2.5 Mode of Payment for the Purchase Consideration

The purchase consideration of RM22,000,000 will be fully satisfied by a combination of the following:-
(i) via a cash consideration of RM4,480,000 (comprising 20% of the total purchase consideration) which will be wholly funded through internally generated funds; and
(ii) the remaining RM17,520,000 (comprising the remaining 80% of the total purchase consideration) via issuance of 12,000,000 new Shares in SCIB ("Consideration Shares") at an issue price of RM1.46 per Share. The basis of arriving at the issue price is set out in Section 2.6 below.

2.6 Basis of Arriving at the Issue Price of SCIB Shares

The issue price of RM1.46 per Consideration Share was arrived at after taking into account the following:-
(i) The proforma Net Tangible Assets (NTA) of SCIB after taking into consideration the Proposed Bonus Issue and the Proposed Rights Issue with Warrants based on the audited consolidated account as at 30 June 2001 of RM1.12 per Share; and
(ii) Theoretical ex-all price based on the five (5)-day weighted average market price of SCIB Shares immediately preceding the date of the SPA of RM1.46 per Share.

2.7 Ranking of the Consideration Shares

The Consideration Shares to be issued pursuant to the Proposed Acquisition shall rank pari passu in all respects with the existing SCIB Shares, save and except that they are not be entitled to any dividends, rights, allotments and/or any other distributions, the entitlement date of which is prior to the allotment date of the Shares.

The Consideration Shares to be issued pursuant to the Proposed Acquisition will not be entitled to the Proposed Bonus Issue and Proposed Rights Issue with Warrants announced on 6 March 2002 by Arab-Malaysian on behalf of the Board.

2.8 Salient Terms of the SPA

Some of the salient terms of the conditional SPA are as follows:-
(i) The purchase consideration of RM22,000,000 will be paid to the Vendor in the following manner:-
· Payment of RM4,480,000 upon signing of the SPA; and
· The balance of RM17,520,000 to be paid via the issuance of 12,000,000 new Shares in SCIB at an issue price of RM1.46 per Share;
(ii) Under the terms of the SPA, the Oricon Land is to be acquired subject to the approval for the Proposed Revised Project to be obtained from the relevant parties, free from all liens, pledges, share charges, options and other encumbrances. The Oricon Land is presently charged to Malayan Banking Berhad, a licensed financial institution incorporated in Malaysia and to be discharged at the completion of the SPA;
(iii) In the event that the approval for the Proposed Revised Project is obtained but subject to a reduction in units (excluding minor changes as imposed by the government authorities), the purchase consideration for the Oricon Land will be revised to a figure acceptable to both Oricon and SCIB;
(iv) The sale and purchase of the Oricon Land shall be subject to and conditional upon the approvals being obtained from the Director of Land and Survey or any relevant Government Authority for the transfer of the Oricon Land to SCIB;
(v) If the conditions precedent are not fulfilled within eighteen (18) months from the date of the SPA (Cut Off Date) or such later date as both parties may agree in writing (Extended Cut Off Date), this SPA shall cease and the sum of RM4,480,000 paid by SCIB upon the signing of the SPA refunded to SCIB free of interest and thereafter, none of the parties hereto shall have any claim against the other for costs, expenses, damanges, compensation or otherwise;

(vi) In the event that any approvals are refused or not obtained or obtained with conditions not acceptable to SCIB or the Vendor within the Cut Off Date or Extended Cut Off Date, any party shall be at liberty to terminate the SPA by notice in writing to the other party whereupon this SPA shall terminate and cease to be of any effect; and

(vii) If either party of the SPA fails to complete the agreement in the manner laid out in the SPA, the party aggrieved shall be entitled to specific performance of the SPA and damages for breach or in the alternative, elect to terminate the SPA whereupon the party in breach shall pay to the aggrieved party a sum equivalent to ten percent (10%) of the Purchase Consideration as agreed liquidated damages.

2.9 Risk and Prospects of the Proposed Acquisition

The economic value of the Oricon Land is subject to the risks inherent in the property market sector. These risks are related to, inter-alia, general economic and changes in demand for buyers for residential houses. These factors would inevitably affect the sales of the residential houses and the value of the Oricon Land. However, the Board believes that the housing industry in Sarawak, especially in Kuching is in the prime and the situation is not expected to change in the near future.
2.10 Expected Completion Date

The Proposed Acquisition is expected to be completed on a date that is not later than thirty (30) days (or such other period as the relevant parties may mutually agree) from the date when the sale and purchase of the Oricon Land becomes unconditional ("Completion Date"). At the Completion Date:-

· Oricon shall transfer the Oricon Land in favour of SCIB and/or its nominee(s), free from all registered encumbrances and with the present charge to Malayan Banking Berhad vide Instrument No. L1910/1999 duly discharged; and

· SCIB shall issue the Consideration Shares to Oricon.

2.11 Securities Commission ("SC") Guidelines

To the best knowledge of the Board, the Proposed Acquisition have not departed from any of the SC's Guidelines.

The Proposed Acquisition will enable SCIB Group to diversify its activities into property development. The Board is confident that the Proposed Acquisition will contribute positively to the long term future earnings of the SCIB Group.

4.1 Share Capital

The effects of the Proposed Acquisition and the Existing Proposals on the issued and paid-up share capital of SCIB are shown in Table 2.

4.2 Earnings

Barring unforeseen circumstances, the Proposed Acquisition is expected to be completed in the fourth quarter of calendar year 2002. As such, the Proposed Acquisition is not expected to have any material effect on the earnings of SCIB Group for the financial year ending 30 June 2002. However, the development prospects of the Oricon Land is expected to contribute positively to the future earnings of the Group.

4.3 NTA

Based on the audited consolidated financial statements of SCIB for financial year ended 30 June 2001, the effects of the Proposed Acquisition and the Existing Proposals on the Group's NTA per Share, had the Proposed Acquisition and the Existing Proposals been effected on 30 June 2001, are set out in Table 3.

4.4 Dividends

The Company did not declare any dividend for the financial year ended 30 June 2001. The Proposed Acquisition is not expected to have any material effect on the dividends, if any, to be declared by the Company for the financial year ending 30 June 2002. Any potential effect on the dividends to be declared by the SCIB Group in the future would be dependent on the profitability of the Group and dividend rate to be determined after taking into consideration the number of new Shares issued pursuant to the completion of the Proposed Acquisition and the Existing Proposals.

4.5 Shareholding Structure

The effects of the Proposed Acquisition and the Existing Proposals on the shareholding structure of the Company are set out in Table 4.

The Proposed Acquisition is subject to the following approvals:-
(i) the SC, an Independent Adviser is required to advise the Board and minority shareholders of SCIB;
(ii) the KLSE for the listing of and quotation for the new Shares in SCIB to be issued pursuant to the Proposed Acquisition;
(iii) the Foreign Investment Committee;
(iv) the Ministry of International Trade and Industry;
(v) the shareholders of SCIB, at an Extraordinary General Meeting (EGM) to be convened; and
(vi) any other relevant authorities.

Tuan Haji Zainal Abidin bin Haji Ahmad, being the Managing Director and a major shareholder of SCIB via his shareholding in Hydrostar Sdn Bhd, is also a major shareholder of Oricon, the vendor for the Oricon Land, thereby making the Proposed Acquisition a related party transaction.

Accordingly, Tuan Haji Zainal Abidin bin Haji Ahmad has abstained from all deliberations and voting at all meetings of the Board in relation to the Proposed Acquisition and he will abstain and will ensure that persons connected with him will also abstain from voting in respect of their direct and indirect shareholdings on the resolutions pertaining to the Proposed Acquisition at the forthcoming EGM.

Save as disclosed above, none of the other directors and/or major shareholders of SCIB or persons connected to the directors and/or major shareholders of SCIB have any interest, direct or indirect, in the Proposed Acquisition.

Save for Tuan Haji Zainal Abidin bin Haji Ahmad, the Board, having taken into consideration all aspects of the Proposed Acquisition, is of the opinion that the Proposed Acquisition is in the best interest of the Company.

Arab-Malaysian has been appointed by the Board as the Adviser for the Proposed Acquisition. Public Merchant Bank Berhad had been appointed as the Independent Adviser to advise the non-interested Directors and minority shareholders of SCIB on the Proposed Acquisition.

The applications to the relevant authorities for the Proposed Acquisition will be made together with the Existing Proposals and are expected to be submitted within three (3) months from the date of this announcement.

The following documents may be inspected at the registered office of SCIB at Lot 1258, Jalan Utama Pending Industrial Estate 93450, Kuching, Sarawak during normal office hours from Monday to Friday (except public holidays) from the date of this announcement up to the date of the last conditions on the Proposed Acquisition being met:-

(i) The SPA dated 18 April 2002 pertaining to the Proposed Acquisition; and

(ii) The valuation report prepared by Jordan Lee, Jaafar & Chew Sdn Bhd dated 17 April 2002 in respect of the valuation of the Oricon Land to be acquired pursuant to the Proposed Acquisition.

	Designation	Shareholdings
		RM	%
Directors and Substantial Shareholders
Tuan Haji Zainal Abidin bin Haji Ahmad	Shareholder	2,875,000	57.5
Tuan Haji Ahmad bin Mantali	Director	325,000	6.5
Tuan Haji Zaidi bun Haji Ahmad	Director	250,000	5.0
Tuan Haji Zainurin bin Haji Ahmad	Shareholder	250,000	5.0
Tuan Haji Zamahari bin Haji Ahmad	Director	250,000	5.0
Hajjah Azlina binti Abdullah	Shareholder	1,050,000	21.0
		5,000,000	100.0

	No. of ordinary shares of RM1.00 each
Existing	18,000,000
To be issued pursuant to the :
- Proposed Bonus Issue	22,500,000
- Proposed Rights Issue with Warrants	18,000,000
	58,500,000
- Proposed Acquisition	12,000,000
	70,500,000
- Assuming full exercise of ESOS Options*	7,050,000
- Assuming full conversion of Warrants	18,000,000
Enlarged share capital after the Proposals	95,550,000

Group Level	Audited as at 30.6.01	(I) After the Proposed Bonus Issue	(II) After (I) and the Proposed Rights Issue with Warrants	(III) After (II) and the Proposed Acquisition	(IV) After (III) and assuming full exercise of ESOS Options	(V) After (IV) and assuming full conversion of Warrants
	RM'000	RM'000	RM'000	RM'000	RM'000	RM'000
Share Capital	18,000	40,500	58,500	70,500	77,550	95,550
Revenue reserve	16,489	1,800	*^300	300	300	300
Revaluation reserve	11,388	3,577	3,577	3,577	3,577	3,577
Share Premium reserve	-	-	3,060	8,580	10,766^^	16,346^^^
NTA	45,877	45,877	65,437	82,957	92,193	115,773
No. of shares in issue ('000)	18,000	40,500	58,500	70,500	77,550	95,550
NTA per share (RM)	2.55	1.13	1.12	1.18	1.19	1.21

	Existing @ 22.04.2002		I After Proposed Bonus Issue		II After I and Proposed Rights Issue with Warrants		III After II and Proposed Acquisition		IV After III and Proposed ESOS		V After IV and assuming full conversion of Warrants
Major Shareholders	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%	No. of Shares	%
Hydrostar Sdn Bhd	3,240	18.0	7,290	18.0	10,530	18.0	10,530	14.9	10,530	13.6	13,770	14.4
Sarawak Economic Development Corporation	2,021	11.2	4,547	11.2	6,568	11.2	6,568	9.3	6,568	8.5	8,589	9.0
Pacific Unit Sdn Bhd	2,874	16.0	6,467	16.0	9,341	16.0	9,341	13.2	9,341	12.0	12,215	12.8
Oricon Sdn Bhd	-	-	-	-	-	-	12,000	17.0	12,000	15.5	12,000	12.6

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