Contents :
1. INTRODUCTION
The Board of Directors wishes to announce that the Company has on September 22, 1999 entered into an agreement with CLP Power International Limited ("CLP-PI"), a company incorporated in British Virgin Island ("Share Sale Agreement") for the proposed sale of 114,433,267 ordinary shares of RM1.00 each representing approximately 5% of the enlarged share capital of YTL Power International Berhad ("YTL Power International"), a subsidiary of the Company, of 2,288,665,353 after the Bonus Issue on the basis of one (1) new ordinary share for every five (5) existing ordinary shares held at the close of business at 5.00 pm on 16 September 1999, for a total cash consideration of RM387,928,775.13.
2. RATIONALE FOR THE PROPOSED SHARE SALE
Simultaneously with the signing of the Share Sale Agreement, YTL Power International entered into a Joint Development Agreement with CLP-PI to jointly undertake investment opportunities for the acquisition of Malaysian power generating assets.
The Proposed Share Sale is intended to strengthen the strategic partnership between YTL Power International and CLP-PI.
3. BACKGROUND INFORMATION ON CLP-PI
CLP-PI is a wholly-owned subsidiary of CLP Holdings Limited. As a major development vehicle for the group outside Hong Kong and the Chinese Mainland. CLP-PI has a focus in the Asia-Pacific Region. It has acquired a strategic stake of Electricity Generating Public Company of Thailand in July 1998, and achieved financial close for a 1,320 MW coal-fired power project in Taiwan in December 1998.
CLP Holdings Limited is a Hong Kong based enterprise with a strong focus on power business. It owns Hong Kong's largest power utility company, CLP Power Limited (formerly known as China Light & Power, Limited), which supplies 75 per cent of Hong Kong's electricity needs. The group currently has over 7,900 MW of generating capacity in operation in Hong Kong and has investment in another 5,600 MW of generating capacity in China, Taiwan and Thailand. Its 4,100 MW Castle Peak power station in Hong Kong is amongst the largest in the world.
4. BASIS OF THE SALE CONSIDERATION
The total sale consideration of RM387,928,775.13 has been arrived at based on the average closing market price of YTL Power International shares between 13 September 1999 and 17 September 1999 which was RM3.39 per ordinary share.
5. EFFECTS OF THE PROPOSED SHARE SALE ON YTL CORPORATION
5.1. Issued and paid-up share capital
The Proposed Share Sale will not have any effect on the issued an paid-up share capital of the Company. Upon completion of the Proposed Share Sale, the Company's shareholding in YTL Power International will be 58.09%.
5.2. Net Tangible Assets ("NTA")
The Proposed Share Sale will increase the NTA RM254.277 million on the proforma consolidated NTA of the YTL Corporation as at 30 June 1998. The details are set out in the Table 1 below.
5.3. Earnings
The Proposed Share Sale will increase the profits of the Company for the financial year ending 30 June 2000 by RM254.277 million.
6. CONDITIONS PRECEDENT
The Proposed Share Sale is subject to the approval of :-
1. Foreign Investment Committee; and
2. any other relevant authorities, if required.
Approval of the shareholders of the Company for the Proposed Share Sale is not required.
7. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS
None of the Directors, substantial shareholders of the Company and YTL Power International or persons connected with the Directors or substantial shareholders of the Company and YTL Power International has any interest, direct or indirect, in the Proposed Share Sale.
Yours faithfully
YTL CORPORATION BERHAD
HO SAY KENG
Company Secretary
c.c. Securities Commission
Attention: Securities and Issues Department
KUALA LUMPUR
Dated: 22 September 1999
Table 1 - Effects on NTA of the Proforma Consolidated Balance Sheet as at 30 June 1998
 | RM'million |
| NTA as at 30 June 1998 | 3,491,806 |
| Add: Exceptional gain on Proposed Share Sale (after incidental expenses) | 254,277 |
| 3,746,083 |