MIMB INVESTMENT BANK BERHAD - Lion · 06-03-2009 · mimb investment bank berhad (company no. 10209-w) A Participating Organisation of Bursa Malaysia Securities Berhad This Independent

THIS INDEPENDENT ADVICE CIRCULAR (“IAC”) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE

ATTENTION. YOU SHOULD READ THIS IAC IN CONJUNCTION WITH THE OFFER DOCUMENT DATED 27

FEBRUARY 2009 ISSUED BY AMINVESTMENT BANK BERHAD, ON BEHALF OF LION CORPORATION BERHAD

AND LIMPAHJAYA SDN BHD WHICH HAS BEEN SENT TO YOU.

If you are in any doubt as to the course of action you should take, you should consult your stockbroker, solicitor, accountant, banker or other professional adviser immediately.

Pursuant to Section 15(6) of the Malaysian Code on Take-Overs and Mergers 1998 (“Code”), the Securities Commission (“SC”) has granted its consent for the issuance of this IAC. The consent of the SC shall not be taken to indicate that the SC concurs with the views and recommendation of MIMB Investment Bank Berhad. It merely means that the IAC has complied with the disclosure requirements under the Code. The SC takes no responsibility for the contents of this IAC, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this IAC.

AMSTEEL CORPORATION BERHAD (20667-M)

(Incorporated in Malaysia)

INDEPENDENT ADVICE CIRCULAR

IN RELATION TO

THE CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY

LION CORPORATION BERHAD AND LIMPAHJAYA SDN BHD (“JOINT OFFERORS”)

THROUGH AMINVESTMENT BANK BERHAD

TO ACQUIRE THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN AMSTEEL

CORPORATION BERHAD (“ACB SHARES”) NOT ALREADY HELD BY THE JOINT

OFFERORS (“OFFER SHARES”) TO BE SATISFIED BY THE ISSUE AND

ALLOTMENT OF ONE (1) NEW WARRANT OF LION CORPORATION BERHAD

(“LCB B WARRANT”) AT AN ISSUE PRICE OF RM0.10 FOR EVERY TEN (10)

EXISTING ACB SHARES HELD (“OFFER”)

Independent Adviser

MIMB INVESTMENT BANK BERHAD (Company No. 10209-W)

A Participating Organisation of Bursa Malaysia Securities Berhad

This Independent Advice Circular is dated 6 March 2009










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i

DEFINITIONS

Except where the context otherwise requires or where otherwise defined herein, words and expressions defined in the Malaysian Code on Take-Overs and Mergers, 1998 and Section 33 of the Securities Commission Act, 1993 shall have the same meaning when used herein, and the following abbreviations shall apply throughout this IAC:-

Act : The Companies Act, 1965 (as amended from time to time and any re-enactment thereof)

ACB or the Offeree : Amsteel Corporation Berhad

ACB Bonds : Collectively, the ACB Class A Bonds, ACB Class B Bonds and ACB Class C Bonds

ACB Class A Bonds : Zero-Coupon Redeemable Secured Class A RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2011

ACB Class B Bonds : Zero-Coupon Redeemable Secured Class B RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2014

ACB Class C Bonds : Zero-Coupon Redeemable Secured Class C RM denominated Bonds issued by ACB on 14 March 2003 with maturity date of 31 December 2011

ACB Class A SPV Debts : Zero-Coupon Redeemable Secured Class A USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2011

ACB Class B SPV Debts : Zero-Coupon Redeemable Secured Class B USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2014

ACB Class C SPV Debts : Zero-Coupon Redeemable Secured Class C USD denominated consolidated and rescheduled debts of the ACB SPV issued on 14 March 2003 with final repayment date of 31 December 2011

ACB Debts : The USD denominated debts which were issued by ACB to ACB SPV as consideration for ACB SPV issuing the ACB SPV Debts to certain ACB scheme creditors pursuant to the GWRS

ACB Group : Collectively, ACB and its subsidiaries

ACB Scheme : The corporate and debt restructuring scheme of ACB as detailed in the ACB Scheme Circular which is available on the Lion Group’s website (www.lion.com.my). The ACB Scheme was completed for purposes of implementation on 27 February 2009

ACB Scheme Circular : ACB’s circular to shareholders dated 7 January 2009 in relation to the ACB Scheme

ACB SPV : Amsteel Harta (L) Limited, a wholly-owned subsidiary of ACB

ACB SPV Debts : Collectively, the ACB Class A SPV Debts, ACB Class B SPV Debts and ACB Class C SPV Debts

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ii

DEFINITIONS

AmInvestment Bank or Adviser

: AmInvestment Bank Berhad (a member of the AmInvestment Bank Group), the adviser for the Offer

Accepting Holder(s) : Holder(s) who accepts the Offer

BNM : Bank Negara Malaysia

Board of ACB : Board of Directors of ACB

Bursa Securities : Bursa Malaysia Securities Berhad

CDRS : The corporate and debt restructuring scheme involving the LCB Scheme and the ACB Scheme, which were completed for purposes of implementation on 27 February 2009

CDS : Central Depository System

Closing Date : The First Closing Date of the Offer or in the event that the Offer is revised or extended, such other revised or extended closing date as may be decided by the Joint Offerors and announced in accordance with the Code

Code : Malaysian Code on Take-Overs and Mergers, 1998, including any amendments made thereto from time to time

CRC : Cold rolled coil steel

DAC : Datuk Cheng Yong Kim

Disposal of LCB Class B(b) Bonds

: The disposal by ACB of RM900,000,000 NV of LCB Class B(b) Bonds with a PV as at 27 February 2009 of RM804,460,000 to LDHB and Teraju Varia Sdn Bhd for a total disposal consideration of RM400,000,000, which will be utilised by ACB for the settlement of the ACB Class A Bonds/ SPV Debts and the tender of the ACB Class B Bonds/ SPV Debts. The Disposal of LCB Class B(b) Bonds was completed for purposes of implementation on 27 February 2009

Disposal of Property Holding Companies

: The disposal by ACB of the Property Holding Companies to Limbungan Emas for a cash consideration of RM818,398,818, which was completed for purposes of implementation on 27 February 2009

Divestment of Other Assets

The divestment of the non-core and peripheral assets by ACB (other than any of the Property Holding Companies and subsidiaries of the Property Holding Companies) to be divested in the future, which was completed for purposes of implementation on 27 February 2009

ECU : Equity Compliance Unit of the SC

EGM : Extraordinary General Meeting

EPS/LPS : Earnings per share/ loss per share

First Closing Date : 20 March 2009, being twenty-one (21) days from the Posting Date

Form of Acceptance and Transfer

: The form of acceptance and transfer for Offer Shares

(CONT’D)

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DEFINITIONS

FPE : Financial period ended

FYE : Financial year(s) ended/ending

GWRS : The group wide restructuring scheme which was implemented by LCB, ACB together with LICB and Silverstone Corporation Berhad and their respective subsidiaries on 14 March 2003

Holder(s) : Holder(s) of the Offer Shares

HRC : Hot rolled coil steel

IAC : This independent advice circular dated 6 March 2009

IAL : The independent advice letter by MIMB, as contained in the IAC

Independent Adviser or MIMB

: MIMB Investment Bank Berhad, the independent adviser appointed by ACB

Joint Offerors : Collectively, LCB and Limpahjaya

LCB : Lion Corporation Berhad

LCB A Warrants : The new warrants to be issued by LCB pursuant to the Proposed Rights Issue of Warrants

LCB B Warrants : The new warrants to be issued by LCB pursuant to the Offer

LCB Class A Bonds : Zero-Coupon Redeemable Secured Class A RM denominated bonds issued by LCB on 14 March 2003 with maturity date of 27 February 2009

LCB Class B(a) Bonds : Zero-Coupon Redeemable Secured Class B(a) RM denominated bonds issued by LCB on 14 March 2003 with maturity date of 31 December 2019.

LCB Class B(b) Bonds : Zero-Coupon Redeemable Secured Class B(b) RM denominated bonds, issued by LCB on 14 March 2003 with maturity date of 31 December 2020

LCB Class B(a) RCSLS : 5% coupon redeemable convertible secured loan stocks issued by LCB with maturity date of 31 December 2015

LCB Class B(b) RCSLS : 7% coupon redeemable convertible secured loan stocks issued by LCB with maturity date of 31 December 2015

LCB Class B(a) and B(b) RCSLS Conversion

: Collectively, the LCB Class B(a) RCSLS Conversion and LCB Class B(b) RCSLS Conversion

LCB Class B(a) RCSLS Conversion

: The RM1,218,342 NV of LCB Class B(a) RCSLS converted from RM1,251,959 NV of LCB Class B(a) Bonds with PV of RM1,218,342 held by ACB on 27 February 2009

LCB Class B(b) RCSLS Conversion

: RM178,769,000 NV of LCB Class B(b) RCSLS converted from RM200,000,000 NV of LCB Class B(b) Bonds with PV of RM178,769,000 held by ACB on 27 February 2009

LCB Class B(c) RCSLS : 4.25% coupon redeemable convertible secured loan stocks to be issued by LCB with maturity date of 31 December 2015

(CONT’D)

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iv

DEFINITIONS

LCB Group : Collectively, LCB and its subsidiaries

LCB RCSLS : Collectively, the LCB Class B(a) RCSLS, LCB Class B(b) RCSLS and LCB Class B(c) RCSLS

LCB Scheme : The corporate and debt restructuring scheme of LCB as detailed in the LCB Scheme Circular which is available on Bursa Securities’ website (www.bursamalaysia.com). The LCB Scheme was completed for purposes of implementation on 27 February 2009

LCB Scheme Circular : LCB’s circular to shareholders dated 7 January 2009 in relation to the LCB Scheme

LCB Shares : Ordinary share(s) of RM1.00 each in LCB

LCB USD Debts : Zero-Coupon Redeemable Unsecured Class B USD denominated consolidated and rescheduled debts of LCB issued on 14 March 2003 with final repayment date of 31 December 2019

LCB Warrants : Collectively, LCB A Warrants and LCB B Warrants

LDHB : Lion Diversified Holdings Berhad

LICB : Lion Industries Corporation Berhad

Limpahjaya : Limpahjaya Sdn Bhd, a wholly-owned subsidiary of LCB

Listing Requirements : Listing Requirements of Bursa Securities, including any amendments thereto that may be made from time to time

LPD : 27 February 2009, being the latest practicable date prior to the despatch of the IAC

Market Day : A day on which Bursa Securities is open for the trading of securities

Megasteel : Megasteel Sdn Bhd

MI : Minority interests

MITI : Ministry of International Trade and Industry

NA /NL : Net assets/Net liabilities

Non-Resident Holder(s) : Holder(s) (including, without limitation, custodians, nominees and trustees) who are citizens or nationals of, or residents in, or have registered addresses in, any jurisdiction outside Malaysia, or are incorporated or registered with, or approved by any authority outside Malaysia

Notice : The notice of conditional voluntary take-over offer dated 6 February 2009 which was served on the Board of ACB by the Adviser on behalf of the Joint Offerors in relation to the Offer

Offer : The conditional voluntary take-over offer by the Joint Offerors through AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10) existing ACB Shares held

(CONT’D)

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v

DEFINITIONS

Offer Document : The offer document dated 27 February 2009 issued by the Adviser on behalf of the Joint Offerors, which sets out, inter alia, the terms and conditions of the Offer

Offer Period : The period commencing from 21 May 2008, being the earlier of the date the Joint Offerors make an announcement of a proposed or possible take-over offer under subsection 12(1) or sends a written notice and announcement under subsection 12(3), until:-

(a) The First Closing Date of the Offer; or

(b) The date when the Offer becomes or is declared unconditional as to acceptances, lapses or is withdrawn, if this date is later than the date referred to in paragraph (a)

Offer Price : One (1) LCB B Warrant for every ten (10) existing ACB Shares held

Offer Shares : The remaining ACB Shares which are not already held by the Joint Offerors

PATMI : Profit after taxation and MI

Posting Date : 27 February 2009, being the date of despatch of the Offer Document

Press Notice : A notice given to at least three (3) daily newspapers circulating generally throughout Malaysia, one of which shall be in the national language and one in English

Property Holding Companies

: Collectively the following companies:-

(i) Akurjaya Sdn Bhd, a wholly-owned subsidiary of ACB;

(ii) Ayer Keroh Resort Sdn Bhd, a 70% owned subsidiary of ACB;

(iii) Bungawang Sdn Berhad, a 70% owned subsidiary of ACB;

(iv) Visionwell Sdn Bhd, a 80% owned subsidiary of ACB;

(v) Lion Metal Industries Sdn Bhd, a wholly-owned subsidiary of ACB; and

(vi) Inverfin Sdn Bhd, a 20% owned associated company of ACB

Proposed Rights Issue of Warrants

: The proposed issuance of up to 253,610,407 LCB A Warrants to LCB’s existing shareholders on a rights basis of one (1) LCB A Warrant for every four (4) LCB ordinary shares held excluding the 894,408,000 shares issued by LCB on 27 February 2009 pursuant to the LCB Scheme

RCSLS : Redeemable convertible secured loan stocks

Registrar or Secretarial Communication

: Secretarial Communications Sdn Bhd, to whom acceptances of the Offer should be forwarded, whose address and contact number are set out in Section 1.1 of Appendix III of the Offer Document

(CONT’D)

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vi

DEFINITIONS

Relevant Day : The Market Day following the day on which the Offer is:-

(a) closed; or

(b) revised or extended,

as the case may be

SC : Securities Commission of Malaysia

SCA : Securities Commission Act, 1993 and any amendments made thereto from time to time and any regulations made thereunder which are in force for the time being

SICDA : Securities Industry (Central Depositories) Act, 1991

TSWC : Tan Sri William H.J. Cheng

WAMP : Weighted average market price

YTM : Yield to Maturity

RM and sen : Ringgit Malaysia and sen respectively

Kindly refer to ACB’s announcements on Lion Group’s website (www.lion.com.my) and LCB’s announcements on Bursa Securities’ website (www.bursamalaysia.com) for further development on the CDRS.

Words importing the singular shall, where applicable, include the plural and vice versa and words denoting the masculine gender shall, where applicable, include the feminine and neuter genders and vice versa. References to persons shall include corporations. Any reference in this IAC to any enactment is a reference to that enactment as for the time being amended or re-enacted. All references to dates and times in this IAC refer to Malaysian dates and times unless otherwise stated.

(CONT’D)

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EXECUTIVE SUMMARY

This executive summary highlights the salient information on the Offer. We advise Holders to read the letter from the Board of ACB and the IAL from MIMB to the Holders in relation to the Offer for further information and for the recommendation in relation to the Offer. This IAC should also be read in conjunction with the Offer Document issued by AmInvestment Bank on behalf of the Joint Offerors.

1. INTRODUCTION

On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. The LCB Scheme and ACB Scheme were completed for purposes of implementation on 27 February 2009.

On 6 February 2009, the Joint Offerors, through AmInvestment Bank, served the Notice on the Board of ACB, notifying ACB of their intention to undertake the conditional voluntary take-over offer to acquire the Offer Shares at the Offer Price. A copy of the Notice is set out in Appendix I of the Offer Document. The Notice was also sent to you in a notification to Holders dated 13 February 2009.

You should also have by now received a copy of the Offer Document dated 27 February 2009 which sets out the background, terms of the Offer as well as the procedures for acceptances and method of settlement of the Offer.

The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to provide independent advice to the Holders in relation to the Offer.

2. PRINCIPAL TERMS OF THE OFFER

(i) Offer

The conditional voluntary take-over offer by the Joint Offerors through AmInvestment Bank to acquire the Offer Shares to be satisfied by the issue and allotment of one (1) LCB B Warrant at an issue price of RM0.10 for every ten (10) existing ACB Shares held.

(ii) Offer Price

The Offer Price for the Offer is one (1) LCB B Warrant for every ten (10) ACB Shares held. Based on the issue price of LCB B Warrants of RM0.10 each, the implied offer price for each Offer Share is RM0.01 calculated based on the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares held.

The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix

I of the Notice.

vii

EXECUTIVE SUMMARY


1. INTRODUCTION






(i) Offer


(ii) Offer Price



I of the Notice.

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(iii) Condition of the Offer

The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer (“Shareholding Condition”).

(iv) Duration of the Offer

The Offer will remain open for acceptances for twenty-one (21) days from the date of the Offer Document, until 20 March 2009, unless extended or revised as may be decided by the Joint Offerors and announced in accordance with the Code.

Where the Offer has become or is declared unconditional as to acceptances of the Offer on any day before the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the sixtieth (60th) day from the Posting Date.

Where the Offer has become or is declared unconditional as to acceptances on any day after the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the seventy-fourth (74th) day from the Posting Date.

The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m. (Malaysian time) on the sixtieth (60th) day from the Posting Date.

(v) Method of Settlement

Subject to the Offer having become or having been declared wholly unconditional as to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B Warrants into the CDS account of the Accepting Holder within twenty-one (21) days from the Closing Date of the Offer in respect of acceptances which are received and are complete in all respects by that date.

Further information on the salient terms of the Offer is set out in Appendix IV of this

IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the

Offer Document.

3. SALIENT CONSIDERATIONS BY MIMB

In arriving at the recommendation whether to reject or accept the Offer, MIMB has considered primarily the following salient considerations:-

(i) Based on the proforma consolidated NL as at 30 June 2008, the ACB’s total asset value is not expected to be sufficient to meet its total debt obligation. Accordingly, ACB shareholders may not be able to recover their investments in ACB due to the deficit shareholders’ funds position;

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EXECUTIVE SUMMARY


1. INTRODUCTION






(i) Offer


(ii) Offer Price



I of the Notice.

(CONT’D)

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EXECUTIVE SUMMARY


1. INTRODUCTION






(i) Offer


(ii) Offer Price



I of the Notice.

(CONT’D)

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(ii) It is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV;

(iii) Even if the Offer is unsuccessful, it would be unlikely that ACB would be able to seek a re-listing on Bursa Securities;

(iv) There is no assurance that the Joint Offerors (or any other parties) would extend a new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other parties);

(v) Holders who choose to reject the Offer and remain as ACB Shareholders after the completion of this Offer should not expect any immediate improvement in the financial position of ACB;

(vi) The implied Offer Price of RM0.01 per Offer Share represents a significant premium over the proforma consolidated NL of ACB as at 30 June 2008 of 6.19 sen per share; and

(vii) Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders.

4. RECOMMENDATION

4.1 Recommendation of MIMB

After having performed an independent evaluation of the Offer, MIMB is of the view that the Offer is fair and reasonable. Accordingly, we recommend to all Holders to ACCEPT the Offer.

4.2 Recommendation of the Board of ACB

Based on the salient considerations and upon the recommendation by MIMB, the Board of ACB wishes to recommend to all Holders to ACCEPT the Offer.

As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC.

5. TENTATIVE TIMETABLE

Notice of the Offer 6 February 2009

Date of despatch of the Offer Document 27 February 2009

Issuance of this IAC 6 March 2009

Closing date of the Offer (unless otherwise revised or extended) 20 March 2009

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TABLE OF CONTENT

PAGE

PART A LETTER FROM THE BOARD OF ACB

1. INTRODUCTION 1

2. DETAILS OF ACCEPTANCES 2

3. BOARD OF ACB’S COMMENTS 2

4. BOARD OF ACB’S RESPONSIBILITY 4

5. RECOMMENDATION BY THE BOARD OF ACB 5

PART B INDEPENDENT ADVICE LETTER FROM MIMB

1. INTRODUCTION 6

2. PRINCIPAL TERMS OF THE OFFER 7

3. DETAILS OF ACCEPTANCES 8

4. LIMITATIONS 9

5. RATIONALE OF THE OFFER 10

6. FUTURE PLANS FOR THE ACB GROUP 13

7. FINANCIAL EVALUATION OF THE OFFER 15

8. INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUPAND THE LCB GROUP

21

9. IMPLICATIONS ON THE ACCEPTANCE OR REJECTION OF THE OFFER

26

10. FURTHER INFORMATION 27

11. CONCLUSION AND RECOMMENDATION 28

APPENDICES

I INFORMATION ON ACB 29

II INFORMATION ON LCB 41

III INFORMATION ON LIMPAHJAYA 51

IV SALIENT TERMS OF THE OFFER 55

V FURTHER INFORMATION 61

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PART A LETTER FROM THE BOARD OF ACB

1



Registered Office:

Level 46, Menara Citibank 165 Jalan Ampang 50450 Kuala Lumpur

6 March 2009 Board of Directors:

Jen Tan Sri Dato’ Zain Mahmud Hashim (b) (Chairman)Tan Sri William H.J. Cheng Lt Jen (B) Datuk Seri Abdul Manap bin Ibrahim M. Chareon Sae Tang @ Tan Whye Aun Tan Siak Tee

To: The Holders of the Offer Shares

Dear Sir/Madam,

CONDITIONAL VOLUNTARY TAKE-OVER OFFER BY THE JOINT OFFERORS

THROUGH AMINVESTMENT BANK TO ACQUIRE THE OFFER SHARES TO BE

SATISFIED BY THE ISSUE AND ALLOTMENT OF ONE (1) LCB B WARRANT AT AN

ISSUE PRICE OF RM0.10 FOR EVERY TEN (10) EXISTING ACB SHARES HELD

1. INTRODUCTION

On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. The CDRS were completed for purposes of implementation on 27 February 2009.



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The Board of ACB had on 12 May 2008 appointed MIMB as the Independent Adviser to provide independent advice to the Holders in relation to the Offer. The SC had consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March 2009, the SC had given its consent to the despatch of this IAC pursuant to the disclosure requirements of the Code.

In this letter, we highlight the relevant information relating to the Offer and provide you with our views on the Offer and the recommendation of MIMB. However, all views and recommendation of the Board of ACB represented in this letter do not include that of TSWC (who is a substantial shareholder and Director of LCB and Limpahjaya) and M. Chareon Sae Tang @ Tan Whye Aun (who is a Director of LCB) who are deemed interested in the Offer. In this regard, TSWC and M. Chareon Sae Tang @ Tan Whye Aun have abstained from making any recommendation.

2. DETAILS OF ACCEPTANCES

There are no other Holders who have already accepted or have provided irrevocable undertakings to accept the Offer in respect of their holdings in the Offer Shares as at LPD.

To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware of any other acceptance of the Offer or any other irrevocable undertaking given to accept the Offer by any Holder.

3. BOARD OF ACB’S COMMENTS

3.1 Rationale of the Offer

The Board of ACB has taken note of the rationale for the Offer as disclosed in the Offer Document, which is extracted as follows:-

(i) The ACB Group is implementing the Proposed ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV, pursuant to the GWRS.

(ii) Simultaneously, the LCB Group is also implementing the Proposed LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued by LCB pursuant to the GWRS.

(iii) The Offer is undertaken to provide an avenue for the Holders to realise their investments in ACB (which was delisted on 11 October 2007) by way of an exchange of their shareholdings in ACB for the LCB B Warrants proposed to be listed on the Main Board of Bursa Securities.

The ACB Scheme and the LCB Scheme were completed for purposes of implementation on 27 February 2009.

After considering the various implications raised by the Independent Adviser as set out in Section 5 of the IAL, we concur that the Offer offers the Holders with a timely opportunity for them to convert their investments in ACB into a more liquid and marketable equity investment which is capable of being realised in the open market.

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3.2 Future plans of the Joint Offerors for ACB

Based on Section 6 of the Offer Document, we take note that the future plans of the Joint Offerors for ACB Group and its employees are extracted as follows:-

(a) Continuation of the ACB Group’s Business and Major Changes to the ACB

Group’s Business

The Joint Offerors have no intention to liquidate ACB and they have no intention to make any major changes to the structure of the ACB Group within six (6) months from the date of this Offer Document. However, pursuant to the Proposed ACB Scheme undertaken to address the debt obligation of the ACB Group, the ACB Group proposes, inter-alia, the following:-

(a) Proposed Disposal of Property Holding Companies; and

(b) Proposed Divestment of the Other Assets.

Subsequent to the above-mentioned Proposed Disposal of Property Holding Companies and Proposed Divestment of the Other Assets, ACB’s principal activities will eventually no longer be in property development and management and its core assets will be investment in the LCB Class B(b) Bonds and LCB Class B(b) RCSLS. These investments are and will be charged to its lenders and the proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts.

Within six (6) months from the date of this Offer Document, LCB may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group where necessary. Other disposals or re-deployment of the ACB Group’s remaining assets after the Proposed ACB Scheme may be undertaken to rationalise business activities and/or direction or to improve the utilisation of resources.

(b) Employees of the ACB Group

Within six (6) months from the date of this Offer Document, the Joint Offerors do not intend to dismiss or make redundant the employees of the ACB Group as a direct consequence of the Offer. However, it should be noted that some changes in staff employment and/or re-deployment may take place as a result of any rationalisation of business activities and/or direction, or to further improve the efficiency of operations and optimise staff productivity.

As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have no knowledge of and have not entered into any negotiations or arrangements or understanding whatsoever with any third party with regards to any change in the ACB’s businesses, assets or equity structure.

After considering the Joint Offerors’ future plans for the ACB Group, we concur with the Independent Adviser’s comments that ACB will no longer be involved in the property development and management business since the remaining core assets of ACB comprises mainly LCB Class B(b) Bonds and LCB Class B(b) RCSLS.

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3.3 Listing Status of ACB and Compulsory Acquisition

The ACB Shares were delisted from the Main Board of Bursa Securities on 11 October 2007. Currently, the Joint Offerors do not intend to seek a re-listing of ACB Shares on Bursa Securites.

In view that the Joint Offerors have no intention to seek a re-listing of ACB Shares on Bursa Securities upon the completion of the Offer, we concur with the Independent Adviser’s view that ACB shareholders is expected to be in a better position by accepting the Offer to exchange their ACB Shares for LCB B Warrants, which is a marketable security, upon listing on the Main Board of Bursa Securities.

The Board of Directors of ACB has noted that the Joint Offerors intend to invoke the provisions of Section 34 of the SCA to compulsorily acquire any remaining Offer Shares from the Holders who had elected not to accept the Offer, as detailed in Section 4.2 of the Offer Document and in Section 9.3 of the IAL.

Accordingly, we wish to highlight that Holders who reject the Offer would be subject to a compulsory acquisition by the Joint Offerors if they receive acceptances in respect of not less than ninety percent (90%) of the Offer Shares (other than shares already held at the date of the Notice by the Joint Offerors or by a nominee for or a related corporation of the Joint Offerors) within four (4) months after making the Offer.

Nonetheless, Holders of the Offer Shares which are compulsorily acquired will receive the same consideration as that specified in the Offer.

3.4 Financial Evaluation

After careful consideration of the financial evaluation of the Offer by MIMB, as set out in Section 7 of the IAL contained in Part B of this IAC, we concur that the Offer appears to be reasonable to the Holders after considering the following factors:-

(i) The implied Offer Price of RM0.01 per Offer Share represents a significant premium over the proforma consolidated shareholders’ NL of ACB as at 30 June 2008 of 6.19 sen per share; and

(ii) Pursuant to the Proposed Rights Issue of Warrants, the LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders.

3.5 Prospects of the ACB Group

Pursuant to the ACB Scheme, the ACB Group’s property division will cease to be the main income contributor. In the next 12 months, the ACB Group’s main source of income would be from the ACB Group’s investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS.

4. BOARD OF ACB’S RESPONSIBILITY

The responsibility statement of the Board of ACB is set out in Section 1 of Appendix V of this IAC. The views of the Board of ACB contained in this IAC are to the Holders at large and not meant for any Holder individually. Hence, the Board of ACB has not given any regard to the specific investment objectives, financial objectives, financial situation and particular needs of any Holders.

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5

5. RECOMMENDATION BY THE BOARD OF ACB

The recommendation by the Board of ACB is made after considering the factors as discussed above and the evaluation and recommendation of the Offer by the Independent Adviser as set out in Part B of this IAC.

After careful consideration, the Board of ACB CONCURS with the evaluation and recommendation of MIMB that the Offer appears fair and reasonable having taken into consideration the following key factors as set out in the IAL:-







(vii) Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders

Based on the above and upon the recommendation by MIMB, the Board of ACB wishes to recommend to all Holders to ACCEPT the Offer.

As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his direct shareholding in ACB, as disclosed in Section 3.2.1 of Appendix V of this IAC.

We advise the Holders to consider carefully all other information as contained in the

Offer Document and this IAC which also include the opinion and recommendation of

the Independent Adviser, as disclosed in the IAL in Part B of this IAC, before making a

decision on the course of action to be taken.

Yours faithfully For and on behalf of AMSTEEL CORPORATION BERHAD

JEN TAN SRI DATO’ ZAIN MAHMUD HASHIM (b)

CHAIRMAN

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PART B INDEPENDENT ADVICE LETTER FROM

MIMB INVESTMENT BANK BERHAD

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION

1.1 On 21 May 2008, LCB announced that the LCB Group proposes to undertake the LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued pursuant to the GWRS. Simultaneously, ACB, a 40.1% owned associated company of LCB also proposes the ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued pursuant to the GWRS. The LCB Scheme and the ACB Scheme shall collectively be referred to as the “CDRS”. Additionally, LCB had on the same date announced the Offer which is conditional upon the LCB Scheme, which in turn is inter-conditional with the ACB Scheme. The CDRS was completed for purposes of implementation on 27 February 2009.



1.2 Pursuant to Section 15 of the Code, the Board of ACB had appointed MIMB as the Independent Adviser to the Holders in relation to the Offer on 12 May 2008. The SC had consented to the appointment of MIMB vide its letter dated 23 February 2009. On 5 March 2009, the SC had given its consent to the despatch of this IAC pursuant to the disclosure requirements of the Code. The consent of the SC for the despatch of this IAC does not

imply that the SC concurs with the views and recommendation of MIMB contained

herein but only that this IAC has been prepared in compliance with the provisions of

the Code.

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION







the Code.

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION







the Code.

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION







the Code.

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION







the Code.

6

Date: 6 March 2009


Dear Sir/Madam,





1. INTRODUCTION







the Code.

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7

The purpose of this IAL is to provide the Holders with relevant information on the Offer and our independent evaluation of the terms and conditions of the Offer together with our recommendation thereon, subject to the scope of our role and evaluation specified herein.

Our IAL is solely for the use of the Holders for the purpose of considering the Offer and should not be used or relied upon by any other party.

1.3 We advise the Holders to read this IAC carefully together with the Offer Document and

consider carefully the recommendation contained herein before taking any action. This

IAC does not constitute the Offer or any part thereof. If you have any doubt as to what

course of action you should take in relation to the Offer, please consult an appropriate

independent professional adviser immediately.


The principal terms of the Offer, as extracted from the Offer Document, are reproduced as follows:-

(i) Offer Price


In the event ACB declares, makes or pays any dividend and/or other distributions after the date of the Offer Document but prior to the close of the Offer which the Joint Offerors are not entitled to retain, the consideration for each Offer Share shall be reduced by the quantum of the net dividend and/or other distributions declared, made or paid.

Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient or to be in the best interest of the Joint Offerors.

Holders of the Offer Shares may accept the Offer in respect of all or part of their Offer Shares.

The salient terms and conditions of the LCB B Warrants are as disclosed in Appendix I of the Notice.

(ii) Conditions of the Offer

The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances (provided that they are not, where permitted, withdrawn), which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer.

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(iii) Duration of the Offer

The Offer will remain open for acceptances for twenty-one (21) days from the date of the Offer Document, until 20 March 2009, unless extended or revised as may be decided by the Joint Offerors and announced in accordance with the Code.

Where the Offer has become or is declared unconditional as to acceptances of the Offer on any day before the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the sixtieth (60th) day from the Posting Date.

Where the Offer has become or is declared unconditional as to acceptances on any day after the forty-sixth (46th) day from the Posting Date, the Offer will remain open for acceptances for not less than fourteen (14) days from the date on which the Offer becomes and is declared unconditional which shall, in any event, be not later than the seventy-fourth (74th) day from the Posting Date.

The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m. (Malaysian time) on the sixtieth (60th) day from the Posting Date.

(iv) Method of Settlement

Subject to the Offer having become or having been declared wholly unconditional as to acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B Warrants into the CDS account of the Accepting Holders within twenty-one (21) days from the Closing Date of the Offer in respect of acceptances which are received and are complete in all respects by that date.

Further information on the salient terms of the Offer is set out in Appendix IV of this

IAC. Details on the procedures for accepting the Offer are set out in Appendix III of the

Offer Document.

3. DETAILS OF ACCEPTANCES

As at LPD, the Joint Offerors have not received any irrevocable undertaking from any of the Holders to accept the Offer.

To the best of the knowledge of the Board of ACB, as at LPD, the Board of ACB is not aware of any other acceptance of the Offer or any other irrevocable undertaking given to accept the Offer by any Holder.

[The rest of this page has been intentionally left blank]

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4. LIMITATIONS

4.1 Our scope as Independent Adviser is limited to expressing a recommendation on the Offer, subject to the other limitations expressed herein, based on and in reliance upon the information, confirmations, representations and documents provided to us by ACB and as contained in the Offer Document, as well as other publicly available information for which we have not independently verified.

4.2 We have also obtained written confirmation from the Board of ACB that:-

(a) the contents of this IAL have been reviewed, considered and approved by the Directors of ACB and they individually and collectively and individually accept full responsibility for the accuracy of the information provided by ACB in this IAL.

(b) the Board of ACB also confirms that it has taken all reasonable care to ensure that the information provided by ACB in this IAL, is fair and accurate and that there are no facts, the omission of which would make any statement or information herein misleading in any material respect.

(c) all material facts and information required for the purpose of our evaluation of the Offer have indeed been disclosed to us by ACB, as requested and that there are no facts or information, the omission of which would make any such information or representation supplied to us misleading in any material respect.

4.3 We have evaluated the Offer and in rendering our recommendation or views, we have only taken into consideration pertinent matters which we believe are of general importance to the assessment of the implications of the Offer and would be of relevance and general concern to the Holders as a whole. As such, our advice as contained in this IAL is addressed to the Holders at large and not to any particular individual Holder.

Accordingly, in providing this advice, we have not given any regard to the specific investment objectives, financial objectives, financial situation and particular needs of any individual Holder or any specific group of Holders who may require advice in the context of their individual investment objectives.

We recommend that any individual Holder who requires specific advice within the context of their individual objectives, financial situation and particular needs to consult their stockbroker, bank manager, solicitor, accountant or other professional advisers.

4.4 In our assessment and evaluation of the Offer, we have taken into consideration the following factors in forming our opinion:-

(i) Rationale for the Offer; (ii) Future Plans for the ACB Group;

(iii) Financial Evaluation of the Offer;

(iv) Industry Overview and Prospects of the ACB Group and the LCB Group; and

(v) Implications on the Acceptance or Rejection of the Offer.

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5. RATIONALE OF THE OFFER

We have considered the rationale for the Offer as disclosed in Section 3 of the Offer Document, which is extracted as follows:-

“The ACB Group is implementing the Proposed ACB Scheme to address its debt obligations to redeem/repay the ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV, pursuant to the GWRS. Simultaneously, the LCB Group is also implementing the Proposed LCB Scheme to address its debt obligations to redeem/repay the LCB Bonds and LCB USD Debts issued by LCB pursuant to the GWRS. The Proposed ACB Scheme and the Proposed LCB Scheme is expected to be completed by end February 2009.

The Offer is undertaken to provide an avenue for the Holders to realise their investments in ACB (which was delisted on 11 October 2007) by way of exchanging their shareholdings in ACB for the LCB B Warrants proposed to be listed on the Main Board of Bursa Securities.”

MIMB’s Commentary:-

5.1 ACB in Shareholders’ Fund Deficit Position

We wish to recap on the financial condition of the ACB Group for the past four (4) financial years up to 30 June 2008 as follows:-

Note:-(i) The revenue for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude discontinued

operations of RM121 million and RM118 million respectively. (ii) The PAT/(LAT) for FYE 30 June 2007 and FYE 30 June 2008 of the ACB Group exclude loss on discontinued

operations of RM81 million and RM28 million respectively. Source: ACB Scheme Circular

The financial performance of the ACB Group has deteriorated significantly over the last four (4) financial years. Particularly, for the FYE 30 June 2008, ACB has registered an audited loss after tax of RM42 million while its audited shareholders’ funds had declined to RM1 million or approximately 0.07 sen per ACB Share.

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11

Given the weak financial standing of ACB, the ACB Scheme was recently implemented to allow ACB to continue as a going concern and address its debt obligations. The ACB Scheme was also intended to raise cash for the redemption and/or repayment of ACB’s debt obligations, which are mainly in the form of ACB Bonds and ACB SPV Debts. As part of the ACB Scheme, ACB has successfully negotiated with its lenders to revise certain terms and conditions of its debt obligations, which would allow ACB and ACB SPV to meet their debt redemption/repayment schedule on a timely manner.

Holders should note that upon completion of the ACB Scheme, ACB’s shareholders’ funds are negatively impacted resulting from the realisation of certain losses arising from the Disposal of LCB Class B(b) Bonds and Disposal of Property Holding Companies.

The proforma effects of the ACB Scheme on the consolidated shareholders’ funds of ACB, as extracted from ACB Scheme Circular, are as follows:-

Audited as at

30 June 2008 Proforma I Proforma II Proforma III Proforma IV

RM’000 RM’000 RM’000 RM’000 RM’000

Share Capital 1,331,175 1,331,175 1,331,175 1,331,175 1,331,175

Share Premium 230,188 230,188 230,188 230,188 230,188

Reserves (1,560,374) (1,495,049) (1,605,532) (1,688,341) (1,643,764)

Shareholders’ funds 989 66,314 (44,169) (126,978) (82,401)

NA(NL) per share (sen)

0.07 4.98 (3.32) (9.54) (6.19)

Total Borrowings 2,677,069 2,779,834 2,216,340 1,432,310 1,273,127

Gearing (times) 2,707 42 N/A N/A N/A

Source: ACB Scheme Circular

Notes:-

Proforma I : Adjusted present value to 28/02/2009

Proforma II : After Proforma I and Disposal of LCB Class B(b) Bonds

Proforma III : After II and Disposal of Property Holding Companies

Proforma IV : After III and LCB Class B(a) and B(b) RCSLS Conversion

The Disposal of LCB Class B(b) Bonds, Disposal of Property Holdings Companies and LCB Class B(a) and B(b)

RCSLS Conversion are components of the ACB Scheme

As shown in the table above, whilst the ACB Group’s borrowings would be reduced from RM2.677 billion to RM1.273 billion, the proforma shareholders’ funds of ACB as at 30 June 2008, assuming that the effects of the ACB Scheme is fully incorporated, would be in a deficit position of RM82.4 million. The proforma consolidated shareholders’ funds of ACB would decline from 0.07 sen to a deficit position of 6.19 sen per share.

Essentially, should ACB be wound-up, ACB’s total asset value, comprising mainly LCB

Class B(b) Bonds and LCB Class B(b) RCSLS would not be sufficient to meet its total

debt obligation. Accordingly, ACB shareholders would not be able to recover their

investments in ACB due to the deficit shareholders’ funds position.

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5.2 ACB’s Inability to Pay Dividends

We note that the ACB Group’s proforma debt obligations as at 30 June 2008 after the full implementation of the ACB Scheme stood at RM1,273.1 million.

Pursuant to the ACB Scheme, the lenders of ACB have agreed to revise the terms of the ACB Bonds/SPV Debts and ACB Debts (save for the ACB Class C Bonds/Debts) to reflect lower yield to maturity and/or longer maturity period, as follows:-

Before Revised Terms

ACB A (1) Bonds ACB A (2) Bonds ACB (1) SPV Debts ACB (2) SPV Debts

Maturity Date:

31 December 2007 Maturity Date :31 December 2011

ACB B(a) Bonds ACB B(b) Bonds ACB B SPV Debts – TI ACB B SPV Debts – TII

YTM: 4.00% - 7.75%.Maturity Date:

31 December 2010

YTM: reduced by 0.75%Maturity Date:

31 December 2014

ACB A (1) Debts ACB A (2) Debts

Maturity Date:

31 December 2007 Maturity Date:

31 December 2011

ACB B Debts YTM: 4.25%. Maturity Date:

31 December 2010

YTM: Reduced by 0.75%Maturity Date:

31 December 2014

Following the Disposal of Property Holding Companies, the ACB Group’s income source will only be from its remaining investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS held by ACB after the completion of the ACB Scheme.

In view of the sizable debts owing by ACB to its lenders, it is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV.

In any case, upon the maturity of the LCB Class B(b) Bonds and LCB Class B(b) RCSLS in 2020 and 2015 respectively, ACB shall cease to have any more core assets and income source.

5.3 ACB Shares have Minimal Marketable Value

ACB Shares has been delisted from the Official List of Bursa Securities since 11 October 2007, after a prolonged suspension on the trading of ACB Shares since 16 February 2007. Hence, the Holders have been deprived of an avenue to realise their investments in the open market since early 2007.

Whilst there is no certainty of the market value of the LCB B Warrants upon listing of such warrants on Bursa Securities, the Offer essentially provides the Holders with an immediate opportunity to convert their investment in ACB into a marketable convertible security, in the form of LCB B Warrants.

With the present financial condition of ACB, even if the Offer is unsuccessful, it would

be unlikely that ACB would be able to seek a re-listing on Bursa Securities.

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5.4 The Offer is not a Mandatory Obligation

It is pertinent to understand that the present Offer made by the Joint Offerors does not arise from a mandatory obligation to extend an offer to all shareholders of ACB as a consequence of the ACB Scheme. The Offer constitutes a voluntary take-over offer by the Joint Offerors to provide an avenue to the Holders to realise their investments in ACB by exchanging their shares in ACB for LCB B Warrants.

Apart from this Offer, there is presently no other competing offers by any other parties. After this Offer, there is no assurance that the Joint Offerors (or any other parties) would extend a new offer to acquire the remaining shares in ACB not held by the Joint Offerors (or any other parties).

Holders of ACB Shares should therefore consider this Offer carefully as an opportunity

to exit your investments in ACB, which would otherwise continue to be an illiquid stock

as ACB is no longer a listed entity.

6. FUTURE PLANS FOR THE ACB GROUP

6.1 Listing Status of ACB

The ACB Shares were delisted from the Main Board of Bursa Securities on 11 October 2007. The Joint Offerors have stated in the Offer Document that they do not intend to seek a re-listing of ACB Shares on Bursa Securities.

6.2 The Joint Offerors’ plans for the ACB Group

We have taken cognizance of the intentions of the Joint Offerors for the ACB Group, as detailed in Section 6 of the Offer Document and extracted as follows:-.

(a) Continuation of the ACB Group’s Business and Major Changes to the

ACB Group’s Business

The Joint Offerors have no intention to liquidate ACB and they have no intention to make any major changes to the structure of the ACB Group within six (6) months from the date of this Offer Document. However, pursuant to the Proposed ACB Scheme undertaken to address the debt obligation of the ACB Group, the ACB Group proposes, inter-alia, the

following:-

(a) Proposed Disposal of Property Holding Companies; and

(b) Proposed Divestment of the Other Assets.

Subsequent to the above-mentioned Proposed Disposal of Property Holding Companies and Proposed Divestment of the Other Assets, ACB’s principal activities will eventually no longer be in property development and management and its core assets will be investment in the LCB Class B(b) Bonds and LCB Class B(b) RCSLS. These investments are and will be charged to its lenders and the proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts.

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Within six (6) months from the date of this Offer Document, LCB may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group where necessary. Other disposals or re-deployment of the ACB Group’s remaining assets after the Proposed ACB Scheme may be undertaken to rationalise business activities and/or direction or to improve the utilisation of resources.

(b) Employees of the ACB Group

Within six (6) months from the date of this Offer Document, the Joint Offerors do not intend to dismiss or make redundant the employees of the ACB Group as a direct consequence of the Offer. However, it should be noted that some changes in staff employment and/or re-deployment may take place as a result of any rationalisation of business activities and/or direction, or to further improve the efficiency of operations and optimise staff productivity.

As at LPD, save for those proposals under the ACB Scheme, the Joint Offerors have no knowledge of and have not entered into any negotiations or arrangements or understanding whatsoever with any third party with regards to any change in the ACB’s businesses, assets or equity structure.

MIMB’s Commentary

Based on the Joint Offerors’ statement on the future plans for the ACB Group, we take note that there is no intention to liquidate ACB or make changes to the structure of the ACB Group.

As such, Holders who reject the Offer and remain as ACB Shareholders should note that there is no immediate risk of ACB being liquidated, which would have resulted in no recovery of your investments in ACB Shares, in view of the fact that the shareholders’ funds of ACB is in a deficit position.

Whilst there is the possibility that the Joint Offerors may review the business and operations of the ACB Group and carry out reorganisations of the ACB Group, the Joint Offerors have only indicated that the reorganisations would involve the disposals or re-deployment of ACB’s remaining assets. No concrete plans for the redeployment of assets have been proposed by the Joint Offerors at this juncture.

It is also not apparent that the Joint Offerors have any intention to introduce new business(es) into ACB in order for it to return to profitability.

Accordingly, Holders who choose to reject the Offer and remain as ACB Shareholders

after the completion of this Offer should not expect any immediate improvement in the

financial position of ACB.

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7. FINANCIAL EVALUATION OF THE OFFER

In evaluating the reasonableness of the Offer Price for the Offer Shares, we have considered the following factors:-

(i) Price to Book Ratio (“PBR”) and Price to Earnings Ratio (“PER”) analysis of the Offer Price;

(ii) Basis of Determining the Issue Price of the LCB B Warrants;

(iii) Basis of Arriving at the Exercise Price of the LCB B Warrants;

(iv) Principal Terms of the LCB B Warrants; and

(v) Evaluation of Prospects of LCB.

7.1 PBR and PER analysis of the Offer Price

(i) PBR Analysis

We refer to the financial consideration of the implied offer price of RM0.01 per Offer Share, detailed in Section 5 of the Offer Document, of which we have reproduced and analysed as follows:-

Premium Based on

Par Value 1 NA/(NL)

per ACB

Share

Implied

Offer

Price per

ACB Share1

Premium of the

implied Offer Price

over the NA per

share PBR

(Sen) (Sen) (Sen) (%) (times)

Audited consolidated NA per share as at 30 June 2008

0.07 1.00 0.93 >100 13.46

Proforma consolidated NL as at 30 June 2008 2 (6.19) 1.00 7.19 >100 N/A

Source: Offer Document & ACB Scheme Circular

Note:-

1. The implied Offer Price is computed based on the issue price of LCB B Warrants of RM0.10 each

and the exchange ratio of one (1) LCB B Warrant for every ten (10) ACB Shares.

2. Based on the proforma effects of the ACB Scheme as extracted from the ACB Scheme Circular

assuming all proposals within the ACB Scheme are effected as at 30 June 2008.

Based on the above, we note that the implied Offer Price of RM0.01 per Offer Share represents a premium of 0.93 sen or at a PBR of 13.46 times over the consolidated NA of ACB of 0.07 sen per share as at 30 June 2008.

The implied Offer Price of RM0.01 per Offer Share also represents a significant premium over the proforma consolidated shareholders’ NL of ACB as at 30 June 2008 of 6.19 sen per share.

(ii) PER Analysis

As ACB is currently in a loss making position, a price to earnings analysis on the implied Offer Price would not be appropriate.

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7.2 Basis of determining the Issue Price of the LCB B Warrants

As mentioned in the LCB Scheme Circular, the issue price of RM0.10 per LCB B Warrant represents a discount of 16 sen to the estimated fair value of LCB B Warrants of RM0.26 (which was arrived at based on the option pricing model computed by LCB based on the 5-day WAMP of LCB Shares up to 20 May 2008, being the latest practicable market day prior to the date of the announcement dated 21 May 2008 of RM0.811).

However, as at the date of the Notice, the closing price of LCB Share was RM0.205. As such, the estimated fair value of the LCB B Warrants would potentially be lower than what was previously determined by LCB.

We also take cognizance that all the terms and conditions of the LCB B Warrants (including the issue price of RM0.10 per warrant) are the same as those of the LCB A Warrants which are being offered to existing shareholders of LCB pursuant to the Proposed Rights Issue of Warrants.

Pursuant to LCB’s Proposed Rights Issue of Warrants, LCB has procured written commitment from TSWC to subscribe for or procure the subscription by persons connected to him for the LCB A Warrants amounting to 124.0 million or 48.9% of the total LCB A Warrants to be issued, at RM0.10 per LCB A Warrant. This would mean that shareholders of LCB will be paying the same price for the warrants in LCB as the implied price offered to the Holders.

Notwithstanding the above, Holders should note that there is no assurance that the LCB B Warrants will trade at or above its issue price of RM0.10 each as there is no prior market for the trading of the LCB B Warrants since they are not issued yet.


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7.3 Basis of arriving at the Exercise Price of the LCB B Warrants

As mentioned in the LCB Scheme Circular, the exercise price of the LCB B Warrants was arrived at after taking into consideration the 5-day WAMP up to and including 20 May 2008, being the last practicable market day prior to the date of the announcement of the LCB Scheme dated 21 May 2008 of RM0.81 subject to the minimum issue price of RM1.00 par.

At RM1.00, the exercise price of the LCB B Warrants is at an effective premium of 19 sen to the WAMP of LCB Shares on the date prior to the announcement of the LCB Scheme.

However, as at 6 February 2009 (being the date of the Notice) LCB Share price had closed at RM0.205 per share. As such, at RM1.00 the exercise price of the LCB B Warrants would be at an effective premium of 79.5 sen over the closing LCB Shares price as at the date of the Notice.

In view of the vagaries of the trading prices of LCB Shares, we have considered the price movement of LCB Shares for the past five (5) years up to 6 February 2009 being the date of the Notice, as follows:-

Source: Bloomberg

For the past five (5) years prior to the Notice of the Offer, the prices of LCB Shares have traded at a range between RM0.19 per share to RM1.89 per share, while the average closing price was at RM0.735 per share.

Since mid-2008, LCB Share prices have been affected, in tandem with the direction of Malaysian equity market, largely due to the global economic slowdown.

Nonetheless, in view of the long term historical trading prices of LCB Shares, it is probable that LCB Share price could rebound from its current levels, in line with an up-turn in the steel sector and a recovery in the global economy in general.

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7.4 Principal Terms of the LCB B Warrants

A summary of the salient features of the LCB B Warrants and our commentary on the said features are tabled below.

Features Commentary

Number

Up to 79,780,007 LCB B Warrants to be issued

Assuming full acceptance of the Offer by the Holders and full conversion of the LCB RCSLS, LCB A Warrants and LCB B Warrants to LCB Shares, the LCB Shares arising from the conversion of the LCB B Warrants would represent approximately 3.03% of the proforma issued and paid up share capital of LCB comprising 2.636 billion shares.

Issue Price RM0.10 per LCB B Warrant

Based on the Offer Document, we note that the issue price of RM0.10 per LCB B Warrant represents a discount of 16 sen to the estimated fair value of LCB B Warrants of 26 sen (which was arrived at based on the option pricing model computed by LCB based on the 5 day WAMP of LCB Shares up to 20 May 2008, being the latest practicable market day prior to the date of the announcement dated 21 May 2008 of RM0.811).

Please refer to Section 7.2 of this IAL for further comments.

Exercise Price

RM1.00 per LCB Share The exercise price of the LCB B Warrants of RM1.00 each is higher than the 5-day WAMP up to and including 20 May 2008, being the last practicable market day prior to the date of the announcement of the LCB Scheme dated 21 May 2008 of RM0.81 per share.

The closing price of LCB Shares on 6 February 2009 (being the date of the Notice) was RM0.205 per share

RM1.00 is the minimum permissible issue price of LCB Shares, as prescribed under the Act, given that the nominal par value of LCB Shares is RM1.00 each. Please refer to Section 7.3 of this IAL for further comments.

Expiry Date

Ten (10) years from date of issue

The expiry date of the LCB B Warrants of ten (10) years from date of issue is at the maximum permissible tenure, as prescribed under Section 68 of the Act.

We view that the tenure of the LCB B Warrants of 10 years is sufficiently long enough for the ACB shareholders to have an opportunity to realise their LCB B Warrants in the future at a profit vis-à-vis the issue price.

Please refer to Section 7.3 of this IAL for the historical share price movements of LCB Shares.

Source: Notice dated 6 February 2009. For further details on the salient terms and conditions of the LCB B

Warrants, please refer to Appendix I of the Offer Document.

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19

7.5 Evaluation of the Prospects of LCB

In view that the Accepting Holders will be participating in the businesses of LCB, we have taken note of the historical performance of LCB in the last four (4) financial years and the unaudited results for the six (6) months period ended 31 December 2008, as detailed in the following charts:-

* Unaudited


Based on the above, we note that the revenue of the LCB Group has been on an uptrend up till FYE 30 June 2008. However, profitability of the LCB Group has been rather volatile, reflecting the vagaries of the steel sector over the past 4 financial years and in the first 6 months of FYE 30 June 2009.

A comparison of the proforma financial position of the LCB Group and ACB Group is as follows:-

Proforma LCB Group 1

RM’000

Proforma ACB Group 2

RM’000

Share Capital 1,900,073 1,331,175

Share Premium 97,630 230,188

Reserves (631,731) (1,643,764)

Shareholders’ funds 1,365,972 (82,401)

Total Borrowings 3,439,064 1,273,127

Gearing 2.52 N/A

Notes:

(1) After the completion of the LCB Scheme, the Proposed Rights Issue of Warrants and the Offer, but prior to

the Conversion of LCB RCSLS and Exercise of LCB A Warrants and LCB B Warrants assuming outstanding

LCB ESOS is not exercised.

(2) After the completion of the ACB Scheme.

Source: LCB Scheme Circular and ACB Scheme Circular. Please refer to LCB Scheme Circular and ACB Scheme

Circular for further details of the financial position after the completion of the LCB Scheme and ACB Scheme,

respectively.

19



* Unaudited





RM’000


RM’000

Share Capital 1,900,073 1,331,175


Reserves (631,731) (1,643,764)



Gearing 2.52 N/A

Notes:







respectively.

19



* Unaudited





RM’000


RM’000

Share Capital 1,900,073 1,331,175


Reserves (631,731) (1,643,764)



Gearing 2.52 N/A

Notes:







respectively.

19



* Unaudited





RM’000


RM’000

Share Capital 1,900,073 1,331,175


Reserves (631,731) (1,643,764)



Gearing 2.52 N/A

Notes:







respectively.

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20

As the remaining core assets of ACB after the completion of the ACB Scheme mainly comprises LCB Class B(b) Bonds and LCB Class B(b) RCSLS, the financial position of ACB would largely depend on LCB’s ability to turnaround itself and achieve sustainability and growth in earnings. The LCB Scheme, which has substantially addressed the debt obligations of the LCB Group, would put LCB in a better financial footing to weather the current downtrend of the global economy and uncertainty surrounding the domestic economy and the steel sector.

Further, Accepting Holders would still have the opportunity to enjoy any potential capital value upside through LCB’s direct equity exposure to the steel industry, as opposed to the ACB Group, whose exposure is indirect via its investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS. Any cash flow from ACB’s investment in LCB Class B(b) Bonds and LCB Class B(b) RCSLS will be utilised towards repayment of the ACB Lenders.

In summary, by accepting the Offer, Holders can migrate their investments from ACB

to LCB, which is in a relatively better financial position after the completion of the LCB

Scheme.


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21

8. INDUSTRY OVERVIEW AND PROSPECTS OF THE ACB GROUP AND THE LCB

GROUP

Pursuant to the ACB Scheme, ACB will hold LCB Class B(b) Bonds and LCB Class B(b) RCSLS. The income arising from these investments are directly linked to the financial performance and prospects of LCB. Furthermore, Accepting Holders would be entitled to LCB B Warrants, of which the theoretical and market value are indirectly linked to the prospects of LCB.

At present, LCB’s main profit contributor is the steel division. Accordingly, Holders should give due consideration to the outlook of the Malaysian economy, steel industry and the construction sector.

8.1 The Malaysian Economy

Growth of the Malaysian economy slowed to 0.1% (3Q 08: 4.7%) in the fourth quarter of 2008 as global economic conditions worsened significantly. Growth was affected by the sharply weaker external demand that has resulted in a further decline in net real exports of goods and services by 40.1% (3Q 08: - 14.8%). Nevertheless, domestic demand continued to provide support to growth, driven mainly by private consumption and public spending. For the year as a whole, the Malaysian economy expanded by 4.6% (2007: 6.3%).

Chart: GDP at Current and Constant Prices (RM Million) and Annual Growth Rates

During the quarter, domestic demand expanded at 3.1% (3Q 08: 6.5%). Growth in private consumption moderated to 5.3% (3Q 08: 8.1%) as spending activity was constrained by higher retrenchments in the manufacturing sector, reduction in smallholders’ income arising from the significant decline in commodity prices as well as lower consumer confidence. Public consumption, however, increased strongly by 13.8% (3Q 08: 6.9%), underpinned by higher expenditure on emoluments as well as supplies and services. Meanwhile, subdued investment activity led to a negative growth in gross fixed capital formation (-10.2%; 3Q 08: 3.1%) in the fourth quarter.

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22

The slowdown was across all economic sectors, led by a sharp decline in the manufacturing sector (-8.8%; 3Q 08: 1.8%), particularly the export-oriented industries (-12.3%; 3Q 08: -1.1%) due to the significant contraction in global demand.

Domestic-oriented industries recorded a negative growth of 2.5% (3Q 08: 8.4%) as production of construction related materials declined while construction activities declined by 1.6% (3Q 08: 1.2%) due to lower activity in the civil engineering sub-sector. Performance of manufacturing exports was affected by lower demand for both E&E and non-E&E products from the major markets as well as weaker global semiconductor prices.

Growth in commodity exports (6.1%; 3Q 08: 48.1%) also moderated significantly, reflecting a lower growth in mineral exports while agriculture exports declined sharply due mainly to lower prices. The decline in gross imports (-12.3%; 3Q 08: 10.1%) was due to lower imports of intermediate and capital goods following weaker export performance and slower private investment activities.

Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the

Fourth Quarter of 2008

“Delays in the resolution to the financial crisis in the advanced economies have resulted in a sharp and rapid deterioration in the recent months. The inability to stabilize conditions is highly likely to have a more protracted effect on the global economy.”

“While there has been concerted monetary policy action and fiscal stimulus across the globe, confidence needs to be restored. This can, however, only happen when the financial system in the crisis-affected countries are repaired and credit continues to flow again, when markets continue to function efficiently and when prices reflects the value of the assets.”

“Malaysia as an open economy is already adversely affected by these global developments. The domestic conditions are expected to remain challenging in the coming quarters and a range of policy responses are being implemented. There is a need to ensure that the domestic intermediation process remains strong so as to support domestic demand. And secondly, the fiscal stimulus is key to containing the effects of the external developments and to placing Malaysia in a position to resume growth once conditions in the global economy stabilize.”

Source: Excerpts from BNM Governor Tan Seri Zeti Akhtar Aziz’ speech dated 3 March 2009

8.2 The Steel Industry

World crude steel production in 2008 was 1.33 billion tonnes, down 1.2% from 2007, but making 2008 the second year that world steel production was more than 1.3 billion tonnes, according to the World Steel Association (“Worldsteel” of which the Malaysian Iron and Steel Federation is a member of).

Production fell fastest in the fourth quarter of 2008 and world crude steel output recorded a decrease of 24.3% in December 2008 compared with the corresponding month a year earlier. Steel production declined in nearly all the major steel producing countries and regions, including the EU, North America, South America and the Commonwealth Independent States (CIS), through the year.

However, Asia, in particular China, and the Middle East showed positive growth in 2008, China became the first country ever to produce more than 500 million tonnes in one year.

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23

According to Worldsteel's statistics, China's crude steel production in 2008 reached 502 million tonnes, 2.6% higher than the year before. Production volume in China has more than doubled within 5 years, from 222 million tonnes in 2002. China's share of world steel production continued to grow in 2008 producing 38% of world steel production. Crude steel production in the EU27 countries fell by 5.3% on 2007 levels to 199 million tonnes in 2008, while North American steel production fell further by 5.5%, with US steel production down 6.8% at 91 million tonnes.

World crude steel production for the 66 countries reporting to the Worldsteel amounted to 86 million tonnes in January 2009, down 24% year-on-year. World steel production in January 2009 was 4.5% higher than the previous month mainly as a result of a 9.9% increase in Chinese production, month-on-month.

Source: Bloomberg

The recent rebound in iron ore spot prices, slowing de-stocking of steel inventories and the economic stimulus activities around the world have raised expectations that prices of scrap iron and steel products may start rising.

According to the Malaysian Iron and Steel Industry Federation (MISIF), scrap iron prices could firm up in tandem with iron ore prices and steel mills would have to adjust their product prices accordingly. Steel bar price at about RM1,900 per tonne currently is very competitive internationally and chances are higher for steel product prices to be on the uptrend than downtrend as raw material prices increase and demand improves as de-stocking activities wind down and economic stimulus packages in various countries start to take off. De-stocking of steel inventories are expected to be completed latest by the second quarter on average globally.

According to OSK Research, spot iron ore prices have been improving in the past few months with prices narrowing to a 15% discount to the benchmark contract price of US$82 to US$83 per tonne before Chinese New Year (CNY) and a 9% discount after CNY, compared to a more than 30% discount at the end of last year. However, negotiations are under way between mining companies and major steel players on new iron ore contract prices to take effect in 1 April 2009.

The consensus was for a 20%-40% cut in benchmark contract prices due to deteriorating steel demand worldwide. Despite the potential cut in iron ore prices, steel prices are seen to be consolidating at current levels of US$520 (RM1,860) to US$580 (RM2,080) per tonne based on the historical correlation between steel and iron ore prices. The same quantum for steel production and sales this year is expected. The outlook may be weak but it is not as bad as many think – steel consumption should be boosted by government pump priming.

The performance of local steel players are expected to have their margins normalised from the second quarter of the year as hefty inventory losses would have been written off in the fourth quarter of 2008.

According to AmResearch, demand for steel in the country would very much depend on how fast big-impact projects such as the double tracking project was implemented and the effectiveness of stimulus packages elsewhere around the world. The impact of the stimulus packages will filter down to economies globally thus boosting demand of steel with prices following suit.

Source: http://biz.thestar.com.my, 12 February 2009

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24

8.3 The Malaysian Construction Sector

The construction sector saw a 1.6 per cent contraction in the fourth quarter, thus reversing the 1.2 per cent growth recorded in the previous quarter. This negative growth was due to the contraction of 3.5 per cent in the civil engineering sub-sector. Nevertheless, the residential and non-residential sub-sectors posted small growths of 0.7 per cent and 0.4 per cent respectively. For the whole year, this sector continued to post a positive growth of 2.1 per cent following a 4.6 per cent expansion for 2007.

Chart : Value Added in Construction Sector at Current and Constant Prices (RM

Million) and Annual Growth Rates

Source: BNM press release dated 27 February 2009, Economic and Financial Developments in Malaysia in the

Fourth Quarter of 2008

8.4 Prospects of the ACB Group

Pursuant to the ACB Scheme, the property division of the ACB Group will cease to be the main income contributor to the ACB Group.

In the next 12 months, after the completion of the ACB Scheme, the ACB Group’s income source would be derived from its investments in LCB Class B(b) Bonds and LCB Class B(b) RCSLS. Furthermore, LCB’s ability to service the LCB Class B(b) Bonds and LCB Class B(b) RCSLS would largely depends on its operations in the steel manufacturing and property development business.

As mentioned in Section 5.2 of this IAL, income from the LCB Class B(b) Bonds and LCB Class B(b) RCSLS have been charged to ACB’s lenders and proceeds from the redemption are earmarked for the redemption/repayment of the ACB Bonds/ACB SPV Debts.

MIMB’s Commentary

In view of the financial position of the ACB Group after the ACB Scheme as mentioned above, it is unlikely that ACB will be able to declare any dividends to the shareholders of ACB until and unless it is able to fully redeem/repay all of its ACB Bonds and ACB SPV Debts issued by ACB and its wholly-owned subsidiary, ACB SPV.

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8.5 Prospects of the LCB Group

In the next twelve (12) months we expect the LCB Group’s earnings to be derived mainly from its steel business.

The earnings of the LCB Group largely depend on the contribution of the Megasteel Group. Megasteel is principally involved in the manufacturing of HRC and CRC steels while its subsidiary companies are mainly involved in the manufacturing of industrial gasses. The business of Megasteel are subject to risks inherent in the iron and steel industry which encompasses specific risks such as labour and raw material shortages, increase in production and energy costs.

Approximately 30% of Megasteel’s products are being exported. Accordingly, the LCB Group is susceptible to the vagaries of global steel prices. The global economic slowdown has negatively affected the steel industry’s overall trade performance as illustrated in Section 8.2 above. Nonetheless, the Malaysian Iron and Steel Industry Federation is of the view that a recovery in the local steel sector is likely to happen in the second half of 2009 once the current high inventory level subsides.

Additionally, the expected spending of the RM7 billion stimulus package announced by the Government on 4 November 2008 are expected to stimulate the growth of domestic economy, which may mitigate the downside risk of demand for steel products.

Megasteel is expected to benefit from the water and sewerage projects under the 9th Malaysia Plan, as HRC is a major component being used in the production of pipes. A significant number of LCB’s remaining subsidiaries who are involved in the steel industry are expected to benefit from the stimulus package as well.

However, given the increasing uncertainties surrounding the prices of steel coupled with the increasing threat of a protracted slowdown in the demand for steel, the outlook of the steel division could be challenging in the immediate future.

Holders are advised to read Section 9 appendix IV of the Offer Document for information relating to the risk factors associated with the LCB Group.

MIMB’s Commentary

The profitability of the LCB Group’s is dependent on the prospects and performance of the domestic steel industry which in turn, is correlated with the level of activities in the manufacturing and construction industry and general economic conditions. In the past five financial years, the LCB Group has recorded growth in revenue up to 30 June 2008. However, its profitability has been impacted by high manufacturing and financing costs.

Whilst we acknowledge that the current global economic slowdown has adversely affected the domestic steel sector, we could see a recovery in the steel manufacturing industry, particularly in terms of prices and demand for steel products. Accepting Holders should also look forward to the spill-over effects of the various economic stimulus packages announced both locally (such as the RM7 billion stimulus package announced by the Government) and in other steel importing countries. In any case, the recovery of the steel sector will auger well for the LCB Group.

25

26


9.1 Options available to the Holders

Holders should note that there are two options available, namely:-

(i) to accept the Offer and receive LCB B Warrants as consideration; or alternatively

(ii) to reject the Offer and retain the Offer Shares.

9.2 Implications on the Acceptance of the Offer

By accepting the Offer, as a Holder, you will have the following options:-

(a) Immediately cash out your investment in ACB by disposing the LCB B Warrants in the open market upon the listing of the LCB B Warrants on Bursa Securities; or

(b) Hold on to the LCB B Warrants and participate in the businesses of LCB.

There is no assurance of another opportunity for the Holders who reject the Offer to liquidate their investments in the unlisted ACB Shares as and when the need arises.

50% Shareholding Condition

Holders should take note that the Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or before the Closing Date, valid acceptances which would result in the Joint Offerors holding in aggregate, together with such ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint Offerors, more than 50% of the voting shares of ACB. Holders should note that if the aforementioned condition is not met, the Offer shall lapse and the Offer will cease to be capable of further acceptance and that the Accepting Holder and the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer.

As at LPD, the Joint Offerors holds approximately 40.1% of voting shares of ACB. As such, the Joint Offerors would need to receive acceptances of more than 9.9% of the remaining voting shares of ACB on or before the closing date of the Offer, in order for the Offer to become unconditional.

9.3 Implications on the Rejection of the Offer

If you choose to reject the Offer, you will continue to hold the unlisted ACB Shares. In this respect, please refer to Sections 5.1 to 5.4 and Section 6 of this IAL for the various implications and considerations which are relevant to you should you wish to continue holding on to ACB Shares.

Compulsory Acquisition by the Joint Offerors

Notwithstanding your decision to hold on to the ACB Shares, in the event that the Joint Offerors receive acceptances in respect of not less than ninety percent (90%) of the Offer Shares (other than shares already held at the date of the Notice by the Joint Offerors or by a nominee for or a related corporation of the Joint Offerors) within four (4) months after making the Offer, the Joint Offerors would be entitled to within two (2) months after the Offer has been so accepted, compulsorily acquire any remaining Offer Shares in respect of which acceptances have not been received under the Offer, subject to the compliance with the provisions of Section 34 of the SCA.

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26


















26


















26


















26


















26

27

As detailed in Section 4.2 of the Offer Document, if the above situation arises, the Joint Offerors intend to invoke the provisions of Section 34 of the SCA to compulsorily acquire any remaining Offer Shares from the Holders who had elected not to accept the Offer.

Holders of the Offer Shares which are compulsorily acquired will receive the same consideration as that specified in the Offer.

Even if the aforementioned compulsory acquisition is not carried out by the Joint Offerors and if the Joint Offerors receives acceptances from the Holders resulting in the Joint Offerors holding not less than ninety percent (90%) of the issue and paid up share capital of ACB on or before the closing date of the Offer, a minority shareholder of ACB may exercise his rights, pursuant to Section 34A of the SCA, by the service of a notice on the Joint Offerors to require them to acquire his/her/its shares on the same terms as set out in the Offer Document or such other terms as may be agreed by the Joint Offerors and the minority shareholder concerned.

Pursuant to Section 34B of the SCA, where a notice is given under Section 34(1) of the SCA by the Joint Offerors invoking the provisions of Section 34 of the SCA, an application may be made by any shareholder who has not accepted the take-over offer to the relevant court within one (1) month from the date on which the notice of compulsory acquisition was given by the Joint Offerors, and such court may on such an application order that the Joint Offerors shall not be entitled and shall not be bound to acquire his shares or specify terms of acquisition that are different from the terms of the Offer.

10. FURTHER INFORMATION

We advise the Holders to refer to the Offer Document and the enclosed Appendices for further information on ACB and any other relevant information.


27

28

11. CONCLUSION AND RECOMMENDATION

The Holders should consider carefully all the merits and demerits of the Offer based on all relevant and pertinent factors including those which are set out above, and other considerations as set out in this IAC, the Offer Document and publicly available information.

Holders who for any reason, choose to retain their investments in ACB and reject the Offer, would remain as shareholders of ACB and should take note of MIMB’s comments on the compulsory acquisition and the Joint Offerors’ plans for the ACB Group as stated in Section 6 of this IAL as he/she is likely to continue to hold ACB Shares.

We have performed our independent evaluation on the terms and other pertinent factors of the Offer as set out in the preceding sections and have taken into consideration the following factors:-







(vii) Pursuant to the Proposed Rights Issue of Warrants, LCB Shareholders will be paying the same price for the warrants in LCB as the price offered to the Holders.

Based on the foregoing, it is our view that the Offer appears fair and reasonable, and accordingly, we recommend to all Holders TO ACCEPT the Offer.

Yours faithfully For and on behalf of MIMB INVESTMENT BANK BERHAD

NG CHEE KIET LAU CHIA EN

Director & Co Head Director Investment Banking Corporate Finance

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29

APPENDIX I – INFORMATION ON ACB

1. HISTORY AND BUSINESS

ACB was incorporated in Malaysia on 10 October 1974 as Kinta Steel Sdn Bhd under the Act

as a private limited liability company. It changed its name to Amalgamated Steel Mills Sdn

Bhd on 9 July 1976. It was converted into a public limited liability company on 18 June 1982.

It adopted its current name on 12 December 1994. ACB was listed on the Main Board of the

Bursa Securities on 13 January 1983 but was delisted on 11 October 2007.

ACB is an investment holding company whose subsidiaries are involved in property

development and management, plantations, hotels and provision of security services and

security related equipment.

Prior to the GWRS, ACB was in the business of an investment holding company whose

subsidiaries were involved in the manufacturing and marketing of steel bars, wire rods and

hot briquetted iron (“HBI”), distribution and manufacture of tyres, rubber compound and

other related products, manufacture of light trucks and buses and motorcycle parts and

accessories, sale and distribution of “Suzuki” motorcycles and motor vehicles and assembly

of “Suzuki” motorcycles, beer brewing, integrated wood based activities and pulp and paper

mill operation, property development, cultivation of rubber and oil palm, processing of palm

oil and plantation management, operation of departmental stores and hypermarket and

stockbroking.

Following the implementation of the GWRS by ACB in 2003, the ACB Group rationalised its

activities to concentrate on the operation of departmental stores and hypermarkets, cultivation

of rubber and oil palm and processing of palm oil and plantation management and property

development.

Subsequently in 2004, the ACB Group disposed of Parkson Retail Group Limited, a

subsidiary of PRG Corporation Limited, which was subsequently listed on the Hong Kong

stock exchange, and its subsidiaries (“Parkson Retail Group”) in 2005 in order to rationalise

the ACB Group’s financial position and to raise funds to meet its borrowings repayment

obligation pursuant to the ACB Group’s debt restructuring scheme.

Pursuant to the ACB Scheme, ACB will dispose of all its property holding companies to

Limbungan Emas Sdn Bhd. The Offer is conditional upon the LCB Scheme, which in turn is

inter-conditional with the ACB Scheme. Accordingly, ACB will eventually no longer be

involved in property development and management.

2. SHARE CAPITAL

The authorised, issued and paid-up share capital of ACB as at LPD are as follows:-

Type Total

RM

Authorised

2,000,000,000 ordinary shares of RM1.00 each 2,000,000,000

Issued and paid up


29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


29

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

30

3. SUBSTANTIAL SHAREHOLDERS

Based on the Register of Substantial Shareholders, the substantial shareholders of ACB and

their equity interests in the company as at LPD are as follows:-

Direct Indirect Nationality/

Country of

Incorporation No. of Shares % No. of Shares %

TSWC Malaysian - - 629,038,255 a 47.25

DAC Malaysia

Permanent

Resident

87,000 0.01 595,025,650 b 44.70

Lion Realty Pte Ltd Singapore - - 594,686,450 c 44.67

Lion Development (Penang) Sdn

Bhd

Malaysia - - 594,686,450 c 44.67

Horizon Towers Sdn Bhd Malaysia - - 594,686,450 c 44.67

LCB Malaysia 508,147,977 38.17 86,538,473 d 6.50

LICB Malaysia 38,781,283 2.91 555,905,167 e 41.76

Amsteel Mills Sdn Bhd Malaysia 19,211,931 1.44 575,474,519 f 43.23

LLB Steel Industries Sdn Bhd Malaysia - - 594,686,450 c 44.67

Steelcorp Sdn Bhd Malaysia - - 594,686,450 c 44.67

LDHB Malaysia 3,318,501 0.25 591,367,949 g 44.42

Narajaya Sdn Bhd Malaysia - - 594,686,450 c 44.67

Teraju Varia Sdn Bhd Malaysia - - 594,686,450 c 44.67

Excel Step Investments Limited British Virgin

Islands

- - 594,686,450 c 44.67

Notes:-

a Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB,

Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB.

b Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB,

Limpahjaya, LICB, Amsteel Mills Sdn Bhd and LDHB.

c Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB, Amsteel Mills Sdn Bhd

and LDHB.

d Deemed interested by virtue of Section 6A of the Act held via Limpahjaya, LICB, Amsteel Mills Sdn Bhd and

LDHB.

e Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, Amsteel Mills Sdn Bhd and

LDHB.

f Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB and LDHB.

g Deemed interested by virtue of Section 6A of the Act held via LCB, Limpahjaya, LICB and Amsteel Mills Sdn

Bhd.

30

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

31

4. DIRECTORS AND THEIR SHAREHOLDINGS

4.1 The Directors and their respective shareholdings in ACB based on the Register of Directors’

as at LPD are as follows:-

Direct Indirect

Name /

Designation

NRIC/ Passport

Number/

Nationality/ Age Address No. of

Shares % No. of Shares %

Jen Tan Sri

Dato’ Zain

Mahmud Hashim

(b)/ Non-

Independent

Non-Executive

Chairman

300801-71-5087/

Malaysian/ 78

No. 29, Jalan PJU 3/17

Tropicana Indah

47410 Petaling Jaya

Selangor Darul Ehsan

- - 53,321 a 0.004

TSWC/ Non-

Independent

Non-Executive

Director

430319-71-5033/

Malaysian/ 65

Penthouse, Level 48

Menara Citibank

165 Jalan Ampang

50450 Kuala Lumpur

- - 629,113,455 b 47.26

Tan Siak Tee/

Independent

Non-Executive

Director

400825-02-5177/

Malaysian/ 68

56 Jalan Puncak Desa

Taman Desa

58100 Kuala Lumpur

10,000 * - -

Lt Jen (B) Datuk

Seri Abdul

Manap bin

Ibrahim/

Independent

Non-Executive

Director

390513-08-5385/

Malaysian/ 69

No. 6, Lorong PJU

3/15B

Damansara Indah Resort

Homes

Off Jalan Tropicana

Utara

Tropicana

47410 Petaling Jaya


- - - -

M. Chareon Sae

Tang @ Tan

Whye Aun/ Non-

Independent

Non-Executive

Director

390101-71-5547/

Malaysian / 70

23 Jalan SS 1/38

47300 Petaling Jaya


- - - -

Notes:-

* Negligible.

a Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin Hajjah

Salifah Bte Mohd Esa.

b Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB,

Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB, and deemed

interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Chan Chau Ha @ Chan

Chow Har.

31

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

32

5. SUBSIDIARY AND ASSOCIATED COMPANIES

The subsidiary and associated companies of ACB as at LPD are as follows:-

Subsidiary Companies

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest

(%) Principal Activities

Akurjaya Sdn Bhd 29.01.1986 /

Malaysia

RM63,500,000 100 Investment holding, plantation

management and property

development

Amalgamated

Rolling Mill Sdn

Bhd

31.12.1982 /

Malaysia

RM1,000,000 100 Ceased operation

Ambang Jaya Sdn

Bhd

14.11.1985 /

Malaysia

RM1,000,000 100 Investment holding

Amsteel Capital

Holdings Sdn Bhd

25.04.1983 /

Malaysia

RM242,200,000 100 Investment holding and

provision of management

services to its related

companies

Amsteel Harta (L)

Limited

23.04.2002 /

Malaysia

USD1 100 Treasury business

Amsteel Harta (M)

Sdn Bhd

06.03.2002 /

Malaysia

RM2 100 Managing of debts novated

from ACB and certain of its

subsidiaries to Amsteel Harta

(M) Sdn Bhd pursuant to a debt

restructuring exercise

undertaken by ACB and certain

of its subsidiaries

Angkasa Marketing

(Singapore) Pte Ltd

23.12.1983 /

Singapore

SGD2,000,000 100 Investment holding

Avenel Sdn Bhd 12.06.1984 /

Malaysia


Ayer Keroh Resort

Sdn Bhd

25.08.1983 /

Malaysia

RM20,000,000 70 Investment holding, property

development and hotel business

Bungawang Sdn

Berhad

06.12.1983 /

Malaysia

RM25,000 70 Investment holding

Crystavel Sdn Bhd

(In Liquidation –

Voluntary)

05.10.1990 /

Malaysia

RM1,000 99.8 Investment holding

Exuniq Sdn Bhd 07.05.1990 /

Malaysia


Lion Metal

Industries Sdn Bhd

20.10.1978 /

Malaysia

RM8,069,990 100 Provision of storage facilities

Lion Plantations

Sdn Bhd

11.05.1979 /

Malaysia


32




Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest



Malaysia



development

Amalgamated

Rolling Mill Sdn

Bhd

31.12.1982 /

Malaysia


Ambang Jaya Sdn

Bhd

14.11.1985 /

Malaysia


Amsteel Capital

Holdings Sdn Bhd

25.04.1983 /

Malaysia




companies

Amsteel Harta (L)

Limited

23.04.2002 /

Malaysia


Amsteel Harta (M)

Sdn Bhd

06.03.2002 /

Malaysia







of its subsidiaries

Angkasa Marketing

(Singapore) Pte Ltd

23.12.1983 /

Singapore



Malaysia


Ayer Keroh Resort

Sdn Bhd

25.08.1983 /

Malaysia



Bungawang Sdn

Berhad

06.12.1983 /

Malaysia


Crystavel Sdn Bhd

(In Liquidation –

Voluntary)

05.10.1990 /

Malaysia



Malaysia


Lion Metal

Industries Sdn Bhd

20.10.1978 /

Malaysia


Lion Plantations

Sdn Bhd

11.05.1979 /

Malaysia


32




Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest



Malaysia



development

Amalgamated

Rolling Mill Sdn

Bhd

31.12.1982 /

Malaysia


Ambang Jaya Sdn

Bhd

14.11.1985 /

Malaysia


Amsteel Capital

Holdings Sdn Bhd

25.04.1983 /

Malaysia




companies

Amsteel Harta (L)

Limited

23.04.2002 /

Malaysia


Amsteel Harta (M)

Sdn Bhd

06.03.2002 /

Malaysia







of its subsidiaries

Angkasa Marketing

(Singapore) Pte Ltd

23.12.1983 /

Singapore



Malaysia


Ayer Keroh Resort

Sdn Bhd

25.08.1983 /

Malaysia



Bungawang Sdn

Berhad

06.12.1983 /

Malaysia


Crystavel Sdn Bhd

(In Liquidation –

Voluntary)

05.10.1990 /

Malaysia



Malaysia


Lion Metal

Industries Sdn Bhd

20.10.1978 /

Malaysia


Lion Plantations

Sdn Bhd

11.05.1979 /

Malaysia


32




Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest



Malaysia



development

Amalgamated

Rolling Mill Sdn

Bhd

31.12.1982 /

Malaysia


Ambang Jaya Sdn

Bhd

14.11.1985 /

Malaysia


Amsteel Capital

Holdings Sdn Bhd

25.04.1983 /

Malaysia




companies

Amsteel Harta (L)

Limited

23.04.2002 /

Malaysia


Amsteel Harta (M)

Sdn Bhd

06.03.2002 /

Malaysia







of its subsidiaries

Angkasa Marketing

(Singapore) Pte Ltd

23.12.1983 /

Singapore



Malaysia


Ayer Keroh Resort

Sdn Bhd

25.08.1983 /

Malaysia



Bungawang Sdn

Berhad

06.12.1983 /

Malaysia


Crystavel Sdn Bhd

(In Liquidation –

Voluntary)

05.10.1990 /

Malaysia



Malaysia


Lion Metal

Industries Sdn Bhd

20.10.1978 /

Malaysia


Lion Plantations

Sdn Bhd

11.05.1979 /

Malaysia


32

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

33

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest


Lion Tooling Sdn

Bhd

21.04.1989 /

Malaysia

RM2,000,000 100 Manufacture and sale of tools

and dies

Mastrama Sdn Bhd 24.04.1985 /

Malaysia


Megasteel HBI Sdn

Bhd

14.03.1985 /

Malaysia

RM2 100 Dormant

Timuriang Sdn

Bhd

17.07.1986 /

Malaysia


Visionwell Sdn

Bhd

17.04.1990 /

Malaysia

RM20,000,000 80 Property development

Subsidiaries of Akurjaya Sdn Bhd

Ambang Maju Sdn

Bhd

14.11.1985 /

Malaysia

RM100,000 70 # Investment holding

Anika

Developments Sdn

Bhd

14.12.1979 /

Malaysia

RM439,000 100 # Contract management

Aquabio Holdings

Sdn Bhd

18.03.1983 /

Malaysia

RM1,000,000 100 # Property development, and

sand mining and extraction

activities

Chembong Malay

Rubber Company

(1920) Limited

16.04.1920 /

United

Kingdom

£347,945 100 # Ceased operation

Harbour Home Sdn

Bhd

03.05.1984 /

Malaysia

RM585,000 100 # Cultivation of rubber and oil

palm

Henrietta Rubber

Estate Limited

09.03.1912 /

United

Kingdom

£733,833 100 # Ceased operation

Lion Commodities

And Futures

Trading Sdn Bhd

22.03.1982 /

Malaysia

RM4,000,000 100 # Ceased operation

Lion Plaza Sdn

Bhd

14.06.1963 /

Malaysia

RM3,418,860 100 # Property development

Lion Seatings Sdn

Bhd

28.02.1985 /

Malaysia

RM10,375,000 100 # Cultivation of oil palm and

property development

Pacific Agriculture

And Development

Sdn Bhd

08.12.1980 /

Malaysia

RM1,518,811.15 100 # Cultivation of oil palm and

rubber, and property

development

Segamat Land

Berhad

26.08.1971 /

Malaysia


33

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

34

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest


The Brooklands

Selangor Rubber

Company Limited

11.04.1910 /

United

Kingdom

£312,093 100 # Cultivation of oil palm and


The Lenggeng

Rubber Company

Limited

12.07.1910 /

United

Kingdom

£107,291.30 100 # Landscaping business

Subsidiaries of Ambang Jaya Sdn Bhd

Budmouth Limited 03.02.1994 /

Hong Kong

SAR

HKD2 100 # Investment holding

Cibber Limited 21.07.1994 /

Hong Kong

SAR


Konming

Investments

Limited

30.07.1992 /

Hong Kong

SAR


Romiti Limited 27.01.1994 /

Hong Kong

SAR


Subsidiaries of Amsteel Capital Holdings Sdn Bhd

Amsteel Holdings

(HK) Limited

06.09.1994 /

Hong Kong

SAR

HKD160,000,000 100 # Investment holding

Amsteel Holdings

Philippines,Inc.

03.03.1995 /

Philippines

PHP12,805,600 100 # Investment holding

Datavest Sdn Bhd 28.01.1987 /

Malaysia

RM20,000,000 100 # Investment holding

P T Amsteel

Securities

Indonesia

13.07.1995 /

Indonesia

Rp11,000,000,000 85 # Ceased operation

Amcap Consultants

Ltd

20.12.1994 /

Hong Kong

SAR

HKD2,000,000 100 # Ceased operation

Subsidiaries of Amsteel Equity Capital Sdn Bhd

Amsteel Equity

Realty (M) Sdn

Bhd

14.12.1984 /

Malaysia

RM1,000,000 100 # Property investment and

management

Amsteel Research

(M) Sdn Bhd

07.05.1990 /

Malaysia

RM500,000 100 # Dormant

34

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

35

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest


Subsidiary of Amsteel Holdings (HK) Limited

Amsteel Finance

(HK) Limited

23.02.1995 /

Hong Kong

SAR

HKD10,000,000 100 # Ceased operation

Subsidiary of Amsteel Holdings Philippines,Inc.

Amsteel Securities

Philippines, Inc.

03.03.1995 /

Philippines

PHP271,820,600 100 # Ceased operation

Subsidiaries of Amsteel Securities Philippines, Inc.

AMS Securities (S)

Pte Ltd

13.01.1996 /

Singapore

SGD10,000,000 100 # Ceased operation

Amsteel Strategic

Investors

Alliance,Inc.

20.10.1997 /

Philippines

PHP7,500,000 100 # Ceased operation

Subsidiaries of Angkasa Marketing (Singapore) Pte Ltd

Angkasa Logistic

Pte Ltd

19.05.1993 /

Singapore

SGD200,000 100 # Transportation and logistic

services

Geldart Investment

Pte Ltd

21.01.1994 /

Singapore

SGD5,000,000 100 # Investment holding

Subsidiary of Araprop Development Sdn Bhd

Dwiwater Sdn Bhd 20.07.1998 /

Malaysia

RM10,000 52.52 Ceased operation

Subsidiaries of Ayer Keroh Resort Sdn Bhd

Hy-Line Berhad 07.07.1986 /

Malaysia

RM10,500,000 100 # Operation and management

of a golf and country club

Khidmat Kelana

(M) Sdn Bhd

09.08.1990 /

Malaysia


KL Home, Garden

& Leisure Centre

Sdn Bhd

02.03.1985 /

Malaysia

RM87 100 # Investment holding

Masbeef Sdn Bhd 11.08.1982 /

Malaysia


Sea World

Attraction Sdn Bhd

24.08.1985 /

Malaysia


Secom (Malaysia)

Sdn Bhd

13.01.1986 /

Malaysia

RM10,000,000 51 # Provision of security services

and sale of security related

equipment

Stowinco Sdn Bhd 28.06.1990 /

Malaysia


35

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

36

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest


Superior

Achievement Sdn

Bhd

18.07.1990 /

Malaysia


Subsidiary of Cibber Limited

Jilin Motor City

Park Hotel Co Ltd

06.09.1994 /

People’s

Republic of

China

Rmb100,000,000 60 # Ownership and operation of a

hotel

Subsidiary of Datavest Sdn Bhd

Amsteel Equity

Capital Sdn Bhd

08.10.1979 /

Malaysia


Subsidiary of Mastrama Sdn Bhd

Salient Care Sdn

Bhd

20.08.1993 /

Malaysia

RM2,000,000 70 # Dormant

Subsidiary of Parkson’s Holdings (S) Pte Ltd

Parkson Superstore

(HK) Limited

29.04.1988 /

Hong Kong

SAR

HKD2 100 # Dormant

Subsidiary of Secom (Malaysia) Sdn Bhd

Secom-Kop

Security Systems

Sdn Bhd

09.07.2008/

Malaysia

RM10 60 # Dormant

Subsidiary of Sukhothai Food Sdn Bhd

Masoni Investment

Pte Ltd

01.12.1993 /

Singapore

SGD9,500,000 100 # Investment holding

Subsidiaries of The Brooklands Selangor Rubber Company Limited

Andalas

Development Sdn

Bhd

03.07.1989 /

Malaysia

RM250,000 100 # Property development

Araprop

Development Sdn

Bhd

03.07.1989 /

Malaysia

RM5,130,002 100 # Property development

P T Kebunaria 23.09.1987 /

Indonesia

Rp20,000,000,000 85 # Cultivation of oil palm

36

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

37

Name

Date/ Place of

Incorporation

Issued and Paid-

up Share Capital

Equity

Interest


Subsidiaries of The Lenggeng Rubber Company Limited

Bandar Akademia

Sdn Bhd

31.12.1968 /

Malaysia

RM16,154,915 100 # Real estate development

Bandar Akademia

Corporation (M)

Sdn Bhd

09.12.1987 /

Malaysia

RM3,000,000 100 # Real estate development

Subsidiaries of Timuriang Sdn Bhd

Davids

Warehousing Sdn

Bhd

(In Liquidation –

Voluntary)

12.04.1993 /

Malaysia


Kobayashi Optical

Sdn Bhd

17.07.1992 /

Malaysia


Kobayashi Optical

(S) Pte Ltd

29.05.1990 /

Singapore

SGD2 100 # Dormant

Parkson’s Holdings

(S) Pte Ltd

04.09.1987 /

Singapore

SGD100,000 100 # Investment holding

Parkson Retail

Consulting And

Management Sdn

Bhd

28.07.1988 /

Malaysia


Sukhothai Food

Sdn Bhd

14.03.1985 /

Malaysia


Umatrac

Enterprises Sdn

Bhd

11.10.1983 /

Malaysia


WGD Retail

Consultancy Sdn

Bhd

28.07.1988 /

Malaysia

RM280,402.70 100 # Provision of retail design

consultancy services and sale of

shoes

Benecorp Sdn Bhd 13.02.1992 /

Malaysia

RM200,000 100 # Operations of retail outlets

selling clothes, apparels and

related accessories

Natvest Parkson

Sdn Bhd

11.12.1987 /

Malaysia


Subsidiary of Umatrac Enterprises Sdn Bhd

Hiap Joo Chong

Realty Sdn Bhd

17.06.1974 /

Malaysia


Note:

# Holding in equity by subsidiary companies.

37

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

38

Associated Companies

Note:-

# Held by subsidiary companies.

Name

Date/ Place of

Incorporation

Issued and Paid-up

Share Capital

Equity

Interest


Bonuskad

Loyalty Sdn Bhd

05.07.1997 /

Malaysia

RM800 25 # Providing marketing

services by means of

“BonusLink Loyalty

Programme”

Changchun

Changlin Engine

Co Ltd

20.10.1994 /

People’s

Republic of

China

Rmb2,295,000 49 # Manufacture of engines

Changchun

Changlin

Motorcycle Co

Ltd

20.10.1994 /

People’s

Republic of

China

Rmb230,400,000 49 # Manufacture of motorcycles

Davids

Distribution Sdn

Bhd

(under court

liquidation)

11.01.1993 /

Malaysia

RM12,450,000 49.16 # Ceased operation

Inverfin Sdn Bhd 15.12.1984 /

Malaysia

RM10,000,003 20 Property investment, office

management and food and

beverage catering

Lion Mutiara

Parade Sdn Bhd

02.11.1983 /

Malaysia


Lion Asia

Investment Pte

Ltd

06.09.1990 /

Singapore

SGD33,000,000 42.50 # Investment holding

Lion Jianmin Pte

Ltd

27.08.1993 /

Singapore

SGD1,000 30 # Investment holding

Steel Industries

(Sabah) Sdn Bhd

08.05.1993 /

Malaysia

RM20,000,000 20 Manufacturing and trading of

steel bars

Silverstone

Corporation

Berhad

25.08.1978 /

Malaysia

RM340,351,836.44 28.86

#18.16

Investment holding

38

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

6. PROFIT AND DIVIDEND RECORD

The profit and dividend record of ACB based on the audited consolidated financial statements for the past five (5) FYE 30 June 2008 are as follows:-

Audited 2004 2005 2006 2007 2008 Audited FYE 30 June

RM’000 RM’000 RM’000 RM’000 RM’000 Revenue 2,421,041 447,724 383,243 215,654 230,113 PBT/(LBT) 118,316 (201) 37,290 71,364 (35,929) Taxation (51,013) 10,001 (29,945) (17,143) (5,943) PAT/(LAT) 67,303 9,800 7,345 54,221 (41,872) Loss on discontinued operations - - - (80,636) (28,556) Minority interests (43,586) (3,186) 847 (1,856) (3,231) Profit / (Loss) attributable to shareholders 23,717 6,614 8,192 (28,271) (73,659)

Net EPS / (LPS) (sen) 1.8 0.5 0.6 (2.1) (5.5) Gross dividend rate (%) - - - - - Shareholders’ Fund/NA 213,449 230,779 207,242 82,195 989 NTA 155,039 178,159 157,925 82,195 989 No. of Shares (‘000) 1,331,175 1,331,175 1,331,175 1,331,175 1,331,175 Total borrowings 3,161,895 3,119,999 2,783,657 2,699,146 2,677,069 Gearing (times) 14.81 13.52 13.43 32.84 2,706.84

Notes:-(1) There were no extraordinary items reported in the past five FYE 30 June 2004 to 30 June 2008. (2) The audited financial statements of ACB for the FYE 30 June 2004 to FYE 30 June 2006 were restated to

reflect the adoption of the new and revised financial reporting standards. (3) The audited financial statements of ACB for the FYE 30 June 2007 were restated to reflect the effects of the

discontinued operations.


39

29



















stockbroking.




development.










2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up


(CONT’D)

40

7. STATEMENT OF ASSETS AND LIABILITIES

The statement of assets and liabilities of ACB based on the audited consolidated balance

sheet as at 30 June 2007 and 2008 are as follows:

Audited Audited

30.06.2007 30.06.2008

RM’000 RM’000

ASSETS

Property, plant and equipment 385,052 90,731

Prepaid land lease payments 27,147 923

Biological assets 28,550 16,804

Associated companies 74,038 24,408

Investments 1,267,755 794,916

Land held for property development 298,465 -

Deferred tax assets 5,139 -

Total non-current assets 2,086,146 927,782

Investments 297,591 732,841

Property development costs 114,618 577

Inventories 158,949 10,080

Receivables 292,051 152,643

Tax recoverable 32,737 9,631

Deposits, cash and bank balances 169,921 117,105

Total current assets 1,065,867 1,022,877

Assets classified as held for sale 6,319 1,108,187

TOTAL ASSETS 3,158,332 3,058,846

EQUITY AND LIABILITIES

Share capital 1,331,175 1,331,175

Share premium 230,188 230,188

Reserves 651,317 645,766

Accumulated losses (2,130,485) (2,206,140)

Equity attributable to equity holders of the Company 82,195 989

Minority Interests 24,597 22,955

TOTAL EQUITY 106,792 23,944

LIABILITIES

ACB Bonds and USD Debts 1,163,358 842,355

Long term borrowings 4,024 -

Finance lease liabilities 214 67

Deferred liabilities 8,056 2,677

Deferred tax liabilities 10,027 1,376

Total non-current liabilities 1,185,679 846,475

Payables 281,415 93,529

Finance lease liabilities 102 17

Provisions 27,060 5

ACB Bonds and USD Debts 1,503,433 1,811,839

Short term borrowings 28,331 22,875

Tax liabilities 25,520 75

Total current liabilities 1,865,861 1,928,340

Liabilities classified as held for sale - 260,087

TOTAL LIABILITIES 3,051,540 3,034,902

TOTAL EQUITY AND LIABILITIES 3,158,332 3,058,846

40

41

APPENDIX II – INFORMATION ON LCB


LCB was incorporated in Malaysia on 27 September 1972 under the Act as a private limited

liability company under the name of Lion (Teck Chiang) Sdn Berhad. It subsequently

changed its name to Lion Corporation Sdn Bhd on 18 May 1981. It was converted into a

public company and adopted its current name on 30 May 1981.

LCB is an investment holding company whose subsidiaries are involved in the manufacturing

and marketing of steel products such as HRC, CRC, bands, plates and sheets; manufacturing,

distribution and trading of office equipment and steel related products; share registration and

secretarial services; and the assembly, sale and distribution of commercial vehicles.

LCB’s core manufacturing activities are carried out via Megasteel. Megasteel was

incorporated in Malaysia in 1989 under the Act. Its principal activity is the manufacturing of

HRC, CRC, sheets, plates and bands, generically known as hot rolled flat steel products. The

Megasteel plant, which is located in Banting, Selangor Darul Ehsan, commenced trial

production of HRC in March 1999. With an annual rated production capacity of 2 million

metric tonnes, Megasteel is currently the only manufacturer of hot rolled flat steel products in

the country.

2. SHARE CAPITAL

The authorised, issued and paid-up share capital of LCB as at LPD are as follows:-

Type Total

RM

Authorised


Issued and paid up



41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



41

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

42


Based on the Register of Substantial Shareholders, the substantial shareholders of LCB and



Country of

Incorporation No. of


No. of

ESOS

RCSLS

(RM)

TSWC Malaysia 458,685 0.02 1,646,549,994 a 86.68 490,000 1,218,342 k

102,397,059 l

DAC Malaysia

Permanent

Resident

10,209,517 0.54 1,579,405,325 b 83.15 -

Lion Realty Pte

Ltd

Singapore 6,946,565 0.37 1,570,998,174 c 82.70 -

Lion Development

(Penang) Sdn Bhd

Malaysia 2,541,094 0.13 1,568,457,080 d 82.57 -

Horizon Towers

Sdn Bhd

Malaysia 369,505,491 19.45 - - -

LDH (S) Pte Ltd Singapore 226,716,252 11.94 - - -

LICB Malaysia 1,727,361 0.09 1,126,368,339 e 59.30 38,233,300 l

LDHB Malaysia 402,661,977 21.20 718,894,252 f 37.85 -

Amsteel Mills Sdn

Bhd

Malaysia 985,968 0.05 1,125,378,171 g 59.25 21,884,800 l

Steelcorp Sdn Bhd Malaysia - - 1,126,364,139 h 59.30 21,884,800 l

LLB Steel

Industries Sdn Bhd

Malaysia - - 1,126,364,139 h 59.30 21,884,800 l

Narajaya Sdn Bhd Malaysia 16,559,848 0.87 1,121,556,229 i 59.04 -

Teraju Varia Sdn

Bhd

Malaysia 402,230,000 21.18 - - - -

Excel Step

Investments

Limited

British Virgin

Islands

- - 402,230,000 j 21.18 - -

Notes:-

a Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion Holdings Sdn

Bhd, LDHB, LICB, Bayview Properties Sdn Bhd, Lion Management Sdn Bhd, Horizon Towers Sdn Bhd,

Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn

Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest

(M) Sdn Bhd, Lion Holdings Pte Ltd, Viewtrain Company Limited, Billion Grow Limited, Lion Development

(Penang) Sdn Bhd, Trillionvest Sdn Bhd, Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax

Electronics Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd,

Umatrac Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best Limited,

Amsteel Equity Capital Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

b Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Finlink Holdings Sdn

Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Lion Management Sdn Bhd, Horizon

Towers Sdn Bhd, Araniaga Holdings Sdn Bhd, Panoron Sdn Bhd, Happyvest (M) Sdn Bhd, Amanvest (M) Sdn

Bhd, Billion Grow Limited, Bayview Properties Sdn Bhd, Lion Development (Penang) Sdn Bhd, LDHB, LDH

(S) Pte Ltd, Narajaya Sdn Bhd, Viewtrain Company Limited, Lion Realty Pte Ltd, Sin Seng Investments Pte

Ltd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

c Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Finlink Holdings Sdn



Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd, Bayview Properties Sdn Bhd, Lion Development (Penang)

Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

d Deemed interested by virtue of Section 6A of the Act held via Lion Holdings Sdn Bhd, Finlink Holdings Sdn

Bhd, Teck Bee Mining (M) Sendirian Berhad, Tirta Enterprise Sdn Bhd, Happyvest (M) Sdn Bhd, Panoron

Sdn Bhd, Araniaga Holdings Sdn Bhd, Amanvest (M) Sdn Bhd, LDHB, LDH (S) Pte Ltd, Narajaya Sdn Bhd,

Horizon Towers Sdn Bhd, Lion Management Sdn Bhd, Bayview Properties Sdn Bhd, Teraju Varia Sdn Bhd

and LDH Management Sdn Bhd. 42





Country of



No. of

ESOS

RCSLS

(RM)

TSWC Malaysia 458,685 0.02 1,646,549,994 a 86.68 490,000 1,218,342 k

102,397,059 l

DAC Malaysia

Permanent

Resident

10,209,517 0.54 1,579,405,325 b 83.15 -

Lion Realty Pte

Ltd

Singapore 6,946,565 0.37 1,570,998,174 c 82.70 -

Lion Development

(Penang) Sdn Bhd

Malaysia 2,541,094 0.13 1,568,457,080 d 82.57 -

Horizon Towers

Sdn Bhd

Malaysia 369,505,491 19.45 - - -


LICB Malaysia 1,727,361 0.09 1,126,368,339 e 59.30 38,233,300 l

LDHB Malaysia 402,661,977 21.20 718,894,252 f 37.85 -

Amsteel Mills Sdn

Bhd

Malaysia 985,968 0.05 1,125,378,171 g 59.25 21,884,800 l


LLB Steel

Industries Sdn Bhd

Malaysia - - 1,126,364,139 h 59.30 21,884,800 l


Teraju Varia Sdn

Bhd

Malaysia 402,230,000 21.18 - - - -

Excel Step

Investments

Limited

British Virgin

Islands

- - 402,230,000 j 21.18 - -

Notes:-

























and LDH Management Sdn Bhd. 42





Country of



No. of

ESOS

RCSLS

(RM)

TSWC Malaysia 458,685 0.02 1,646,549,994 a 86.68 490,000 1,218,342 k

102,397,059 l

DAC Malaysia

Permanent

Resident

10,209,517 0.54 1,579,405,325 b 83.15 -

Lion Realty Pte

Ltd

Singapore 6,946,565 0.37 1,570,998,174 c 82.70 -

Lion Development

(Penang) Sdn Bhd

Malaysia 2,541,094 0.13 1,568,457,080 d 82.57 -

Horizon Towers

Sdn Bhd

Malaysia 369,505,491 19.45 - - -


LICB Malaysia 1,727,361 0.09 1,126,368,339 e 59.30 38,233,300 l

LDHB Malaysia 402,661,977 21.20 718,894,252 f 37.85 -

Amsteel Mills Sdn

Bhd

Malaysia 985,968 0.05 1,125,378,171 g 59.25 21,884,800 l


LLB Steel

Industries Sdn Bhd

Malaysia - - 1,126,364,139 h 59.30 21,884,800 l


Teraju Varia Sdn

Bhd

Malaysia 402,230,000 21.18 - - - -

Excel Step

Investments

Limited

British Virgin

Islands

- - 402,230,000 j 21.18 - -

Notes:-

























and LDH Management Sdn Bhd.

42





Country of



No. of

ESOS

RCSLS

(RM)

TSWC Malaysia 458,685 0.02 1,646,549,994 a 86.68 490,000 1,218,342 k

102,397,059 l

DAC Malaysia

Permanent

Resident

10,209,517 0.54 1,579,405,325 b 83.15 -

Lion Realty Pte

Ltd

Singapore 6,946,565 0.37 1,570,998,174 c 82.70 -

Lion Development

(Penang) Sdn Bhd

Malaysia 2,541,094 0.13 1,568,457,080 d 82.57 -

Horizon Towers

Sdn Bhd

Malaysia 369,505,491 19.45 - - -


LICB Malaysia 1,727,361 0.09 1,126,368,339 e 59.30 38,233,300 l

LDHB Malaysia 402,661,977 21.20 718,894,252 f 37.85 -

Amsteel Mills Sdn

Bhd

Malaysia 985,968 0.05 1,125,378,171 g 59.25 21,884,800 l


LLB Steel

Industries Sdn Bhd

Malaysia - - 1,126,364,139 h 59.30 21,884,800 l


Teraju Varia Sdn

Bhd

Malaysia 402,230,000 21.18 - - - -

Excel Step

Investments

Limited

British Virgin

Islands

- - 402,230,000 j 21.18 - -

Notes:-


























42

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

43

e Deemed interested by virtue of Section 6A of the Act held via Projek Jaya Sdn Bhd, LDHB, Amsteel Mills Sdn

Bhd, LDH (S) Pte Ltd, Silverstone Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn

Bhd.

f Deemed interested by virtue of Section 6A of the Act held via LDH (S) Pte Ltd, Teraju Varia Sdn Bhd and

LDH Management Sdn Bhd.

g Deemed interested by virtue of Section 6A of the Act held via LDHB, LDH (S) Pte Ltd, Silverstone

Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

h Deemed interested by virtue of Section 6A of the Act held via LDHB, Amsteel Mills Sdn Bhd, LDH (S) Pte

Ltd, Silverstone Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

i Deemed interested by virtue of Section 6A of the Act held via LDHB, LDH (S) Pte Ltd, Teraju Varia Sdn Bhd


j Deemed interested by virtue of Section 6A of the Act held via Teraju Varia Sdn Bhd.

k LCB Class B(a) RCSLS, with a right to convert into new LCB Shares at a conversion price of RM1.00 each

Deemed interested by virtue of Section 6A of the Act held via ACB.

l LCB Class B(b) RCSLS, with a right to convert into new LCB Shares at a conversion price of RM1.00 each.

Deemed interested by virtue of Section 6A of the Act held via ACB, Silverstone Corporation Berhad and

LICB.


The Directors and their respective shareholdings in LCB based on the Register of Directors’

Shareholdings as at LPD are as follows:-

Direct Indirect

Name

Nationality/

NRIC/

Passport

Number Address Designation

No. of

Shares %

No. of Shares

%

No. of

ESOS

TSWC * Malaysian/

430319-71-

5033

Penthouse, Level 48,

Menara Citibank

165 Jalan Ampang

50450 Kuala Lumpur

Non-

Independent

Chairman and

Managing

Director

458,685 0.02 1,646,585,310a 86.68 490,000

DAC Malaysia

Permanent

Resident/

500202-66-

5029

1103, Apartment

Desa Kudalari

Lorong Kuda, Jalan

Tun Razak, 50450

Kuala Lumpur

Non-

Independent

Non-

Executive

Director

10,209,517 0.54 1,579,405,325b 83.15 -

Datuk Emam

Mohd Haniff bin

Emam Mohd

Hussain

Malaysian/

421020-07-

5209

No. 16, Jalan Raja

Abdullah Satu 9/19A

40100 Shah Alam,


Independent

Non-

Executive

Director

- - - - -

M. Chareon Sae

Tang @ Tan

Whye Aun

Malaysian/

390101-71-

5547

23 Jalan SS 1/38

47300 Petaling Jaya


Non-

Independent

Non-

Executive

Director

- - 490,900 c 0.03 -

Folk Fong Shing

@ Kok Fong

Hing

Malaysian/

320504-06-

5047

No. 4, Lorong

14/37E 46100

Petaling Jaya,


Independent

Non-

Executive

Director

- - - - -

Datuk Mohd

Yusof bin Abd

Rahaman

Malaysian/

470101-08-

7317

22 Jalan Permata

Kuning, Taman

Cheras Permata

43200 Batu 9 Cheras,


Independent

Non-

Executive

Director

- - - - -

Datuk

Karownakaran

@ Karunakaran

A/L Ramasamy

Malaysian/

500615-02-

5353

6 Lengkok Zaaba

Taman Tun Dr Ismail

60000 Kuala Lumpur

Independent

Non-

Executive

Director

- - - - -

43

e Deemed interested by virtue of Section 6A of the Act held via Projek Jaya Sdn Bhd, LDHB, Amsteel Mills Sdn

Bhd, LDH (S) Pte Ltd, Silverstone Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn

Bhd.

f Deemed interested by virtue of Section 6A of the Act held via LDH (S) Pte Ltd, Teraju Varia Sdn Bhd and

LDH Management Sdn Bhd.

g Deemed interested by virtue of Section 6A of the Act held via LDHB, LDH (S) Pte Ltd, Silverstone

Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

h Deemed interested by virtue of Section 6A of the Act held via LDHB, Amsteel Mills Sdn Bhd, LDH (S) Pte

Ltd, Silverstone Corporation Berhad, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd.

i Deemed interested by virtue of Section 6A of the Act held via LDHB, LDH (S) Pte Ltd, Teraju Varia Sdn Bhd


j Deemed interested by virtue of Section 6A of the Act held via Teraju Varia Sdn Bhd.

k LCB Class B(a) RCSLS, with a right to convert into new LCB Shares at a conversion price of RM1.00 each

Deemed interested by virtue of Section 6A of the Act held via ACB.

l LCB Class B(b) RCSLS, with a right to convert into new LCB Shares at a conversion price of RM1.00 each.

Deemed interested by virtue of Section 6A of the Act held via ACB, Silverstone Corporation Berhad and

LICB.


The Directors and their respective shareholdings in LCB based on the Register of Directors’

Shareholdings as at LPD are as follows:-

Direct Indirect

Name

Nationality/

NRIC/

Passport

Number Address Designation

No. of

Shares %

No. of Shares

%

No. of

ESOS

TSWC * Malaysian/

430319-71-

5033

Penthouse, Level 48,

Menara Citibank

165 Jalan Ampang

50450 Kuala Lumpur

Non-

Independent

Chairman and

Managing

Director

458,685 0.02 1,646,585,310a 86.68 490,000

DAC Malaysia

Permanent

Resident/

500202-66-

5029

1103, Apartment

Desa Kudalari

Lorong Kuda, Jalan

Tun Razak, 50450

Kuala Lumpur

Non-

Independent

Non-

Executive

Director

10,209,517 0.54 1,579,405,325b 83.15 -

Datuk Emam

Mohd Haniff bin

Emam Mohd

Hussain

Malaysian/

421020-07-

5209

No. 16, Jalan Raja

Abdullah Satu 9/19A

40100 Shah Alam,


Independent

Non-

Executive

Director

- - - - -

M. Chareon Sae

Tang @ Tan

Whye Aun

Malaysian/

390101-71-

5547

23 Jalan SS 1/38

47300 Petaling Jaya


Non-

Independent

Non-

Executive

Director

- - 490,900 c 0.03 -

Folk Fong Shing

@ Kok Fong

Hing

Malaysian/

320504-06-

5047

No. 4, Lorong

14/37E 46100

Petaling Jaya,


Independent

Non-

Executive

Director

- - - - -

Datuk Mohd

Yusof bin Abd

Rahaman

Malaysian/

470101-08-

7317

22 Jalan Permata

Kuning, Taman

Cheras Permata

43200 Batu 9 Cheras,


Independent

Non-

Executive

Director

- - - - -

Datuk

Karownakaran

@ Karunakaran

A/L Ramasamy

Malaysian/

500615-02-

5353

6 Lengkok Zaaba

Taman Tun Dr Ismail

60000 Kuala Lumpur

Independent

Non-

Executive

Director

- - - - -

43

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

44

Notes:-









Amsteel Equity Capital Sdn Bhd, Teraju Varia Sdn Bhd and LDH Management Sdn Bhd, and deemed

interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Chan Chau Ha @ Chan

Chow Har.







c Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse Tan Puah Tien and his

daughther Tang Yee Ling.

In addition, TSWC has an indirect interest in RM1,218,342 of LCB Class B(a) RCSLS and

RM102,397,059 of LCB Class B(b) RCSLS. Please refer to Section 3 of this appendix for

more details.


The subsidiary and associated companies of LCB as at LPD are as follows:-


Name

Date and Place

of Incorporation

Issued and

Paid-Up Capital

Equity

Interest % Principal Activities

Kinabalu Motor

Assembly

Sendirian Berhad

12.06.1974 /

Malaysia

RM38,550,000 50.01 Assembly and sale of private

and commercial vehicles

LCB Harta (M) Sdn

Bhd

09.03.2002 /

Malaysia


from LCB and certain of its

subsidiaries pursuant to a debt


undertaken by LCB and

certain of its subsidiaries

LCB Venture Pte

Ltd

09.11.2004 /

Republic of

Singapore

SGD2 100 Investment holding

Limpahjaya Sdn

Bhd

13.02.1986 /

Malaysia


Lion Construction

& Engineering Sdn

Bhd

18.05.1976 /

Malaysia

RM8,008,510 100 Construction and civil

engineering work

Lion Excellent Sdn

Bhd (In liquidation-

voluntary)

17.07.1984 /

Malaysia

RM1,600,000 100 Ceased operations

44

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

45

Name

Date and Place

of Incorporation

Issued and

Paid-Up Capital

Equity


Lion General

Trading &

Marketing (S) Pte

Ltd

29.04.1983 /

Singapore

SGD10,000 100 General merchant

Lion Rubber Works

Sdn Bhd

07.06.1983 /

Malaysia


Lion Steelworks

Sdn Bhd

04.03.1978 /

Malaysia

RM15,000,010 100 Manufacture and distribution

of office equipment, security

equipment and steel related

products

Lion Trading &

Marketing Sdn Bhd

02.11.1983 /

Malaysia

RM101,247 100 Trading and marketing of

security equipment, office

equipment and steel related

products

Total Triumph

Investments

Limited

16.06.2006 /

British Virgin

Islands

USD1 100 Investment holdings

LCB Harta (L)

Limited

15.05.2008 /

Labuan

USD1 100 Acquisition of loans

denominated in United States

currency

Subsidiary of Total Triumph Investments Limited

Bright Steel Sdn

Bhd

11.10.1973 /

Malaysia

RM32,143,500 100 Manufacturing, sale and

distribution of

steel and iron products

Subsidiaries of Bright Steel Sdn Bhd

B.A.P. Industries

Sdn Bhd

13.12.1983 /

Malaysia

RM6,000,000 77.50 Manufacturing, marketing

and distribution of pre-

painted steel sheets and

related products

Bright Steel Service

Centre Sdn Bhd

08.07.1986 /

Malaysia

RM20,000,000 57.10 Processing and selling of steel

coils and sheets

Bright Enterprise

(Sdn.) Berhad

30.04.1975 /

Malaysia

RM1,600,000 51 Trading in steel and iron

products

Century Container

Industries Sdn Bhd

11.01.1984 /

Malaysia

RM40,000,000 100 Property investment, letting

of building space and plant

and machinery facilities

Omali Corporation

Sdn Bhd

17.07.1984 /

Malaysia

RM2 100 Investment holding

Subsidiary of Kinabalu Motor Assembly Sendirian Berhad

KMA Marketing

Sdn Bhd

27.03.1978 /

Malaysia

RM3,111,656 100 Trading and distribution of

commercial vehicles parts and

provisions of related services

45

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

46

Name

Date and Place

of Incorporation

Issued and

Paid-Up Capital

Equity


Subsidiary of KMA Marketing Sdn Bhd

Kinabalu Car

Distributors Sdn

Bhd

12.03.1980 /

Malaysia

RM2 100 Dormant

Subsidiaries of Limpahjaya Sdn Bhd

Bersatu

Investments

Company Limited

02.04.1982 /

Hong Kong SAR

HKD600,000 71 Ceased operations

Lion Com Sdn Bhd 28.11.1987 /

Malaysia


Lyn (Pte) Ltd 07.05.1981 /

Republic of

Singapore


Megasteel 18.04.1989 /

Malaysia

RM601,866,701 78.90 Manufacturing of HRC, CRC,

bands, plates and sheets

Umevest Sdn Bhd 25.08.1983 /

Malaysia


Subsidiary of Bersatu Investments Company Limited

Glit Investments

Company Limited

02.04.1982 /

Hong Kong SAR

HKD600,000 100 Dormant

Subsidiary of Lion Com Sdn Bhd

Secretarial

Communications

Sdn Bhd

27.10.1982 /

Malaysia

RM20,000 100 Share registration and

secretarial services

Subsidiary of Lyn (Pte) Ltd

Logic Furniture (S)

Pte Ltd

09.03.1983 /

Republic of

Singapore

SGD700,000 100 Ceased operations

Subsidiaries of Megasteel

Megasteel Harta

(L) Limited

17.08.2005 /

Labuan

USD1 100 Dormant

Secomex

Manufacturing (M)

Sdn Bhd

24.07.1990 /

Malaysia

RM500,000 100 Manufacturing and marketing

of industrial gases

Subsidiaries of Umevest Sdn Bhd

Logic Concepts

(M) Sdn Bhd

09.11.1983 /

Malaysia

RM100,000 71 Ceased operations

Logic Furniture

(M) Sdn Bhd

12.06.1990 /

Malaysia

RM100,000 91 Ceased operations

46

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

47

Name

Date and Place

of Incorporation

Issued and

Paid-Up Capital

Equity


Subsidiary of Lion Construction & Engineering Sdn Bhd

PMB Building

System Sdn Bhd

16.05.1983 /

Malaysia


Subsidiary of PMB Building System Sdn Bhd

PMB Jaya Sdn Bhd 26.04.1985 /

Malaysia


Subsidiary of Lion General Trading & Marketing (S) Pte Ltd

Lion Plate Mills

Sdn Bhd

17.02.1997 /

Malaysia

RM10,000 100 Manufacturing and marketing

of hot rolled steel plate

Subsidiary of Lion Steelworks Sdn Bhd

Lion Fichet Sdn

Bhd

26.02.1975 /

Malaysia


Subsidiary of LCB Harta (L) Limited

Pancar Tulin Sdn

Bhd

17.04.2008 /

Malaysia

RM2 100 Property investment /

development activity

Note:-


Associated Companies

Name

Date and Place of

Incorporation

Issued and Paid-

Up Capital

Equity


ACB 10.10.1974 /

Malaysia

RM1,331,174,812 38.17

# 1.89

Investment holding

LICB 17.03.1924 /

Malaysia

RM712,920,465 25.33

# 15.65

Investment holding and


Lion Plantations

Sdn Bhd

11.05.1979 /

Malaysia

RM8,000,000 30.00 Investment holding

Lion Insurance

Company Limited

11.10.2004 /

Labuan

USD80,000 # 39.00 Captive insurance

business

Lion Asiapac

Limited

06.12.1968 /

Singapore

SGD47,486,565.40 # 29.98 Investment holding

Note:-


47

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

48


The profit and dividend record of LCB based on its audited financial statements for each of

the five (5) FYE 30 June 2004 to 2008 and unaudited consolidated financial statements for

the six (6) month ended 31 December 2009 are as follows:

Note:-

There were no exceptional items during the financial years under review.


<---------------------------------Audited----------------------------> FYE 30 June

2004 2005 2006 2007 2008

Unaudited

6-month

ended 31

December

2008

RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000

Revenue 2,445,442 3,977,086 2,507,212 4,619,893 5,233,782 2,170,093

Profit/(Loss) Before

Tax

49,672 182,455 (556,386) (181,197) 9,992 (183,491)

Taxation 5,446 82,505 126,178 (6,978) 14,852 15,174

Profit/(Loss) After

Tax

55,118 264,960 (430,208) (188,175) 24,844 (168,317)

Minority Interest (11,887) (33,195) 27,335 (25,232) (10,134) 13,109

PATMI 43,231 231,765 (402,873) (213,407) 14,710 (155,208)

Net EPS/(LPS)

(RM)

0.05 0.25 (0.43) (0.21) 0.02 (0.15)

Gross Dividend (%) - - - - - -

Shareholders’

Funds/ NA

705,475 919,463 585,884 647,903 674,060 507,049

NTA 42,545 367,625 19,166 83,561 110,139 (56,872)

No. of Shares (‘000) 919,041 925,594 1,005,116 1,005,116 1,005,118 1,005,118

Total Borrowings 3,904,526 3,910,943 4,107,197 4,101,871 3,956,667 3,965,733

Gearing (times) 5.53 4.25 7.01 6.33 5.87 7.82

48

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

49


The following is the statement of assets and liabilities of LCB based on its audited balance

sheets as at 30 June 2007 and 2008:-

Audited Audited

30.06.2007 30.06.2008

(RM’000) (RM’000)

ASSETS

Property, plant and equipment 3,028,309 3,083,515

Prepaid land lease payments 25,062 15,047

Goodwill 564,342 563,921

Investment in associates 1,001,563 1,359,033

Other investments 1,408 1,380

Long term receivable 239,469 241,864

Deferred tax assets 122,992 134,952

Non-Current Assets 4,983,145 5,399,712

Inventories 1,726,857 1,853,485

Trade and other receivables 483,076 464,900


Deposits with financial institutions 11,471 23,436

Cash and bank balances 51,422 59,990

Current Assets 2,277,288 2,404,343

Non current assets classified as held for sale - 5,202

2,277,288 2,409,545

TOTAL ASSETS 7,260,433 7,809,257


Equity Attributable to Equity Holders of the Company

Share Capital 1,005,116 1,005,118

Reserves (357,213) (331,058)

647,903 674,060


Total Equity 844,280 900,903

Borrowings 24,490 920,506

Bonds and debts 1,962,707 201,348



Non-Current Liabilities 2,056,660 1,205,415

Trade and other payables 2,246,682 2,872,908

Amount due to subsidiaries - -

Bank overdrafts 17,449 5,977

Borrowings 1,641,784 405,513

Bonds and debts 452,980 2,417,606

Tax payable 598 935

Current Liabilities 4,359,493 5,702,939

Total Liabilities 6,416,153 6,908,354


Note:-

Please refer to the Bursa Securities’ website (www.bursamalaysia.com) for the latest interim results. 49




Audited Audited

30.06.2007 30.06.2008

(RM’000) (RM’000)

ASSETS



Goodwill 564,342 563,921






Inventories 1,726,857 1,853,485





Current Assets 2,277,288 2,404,343


2,277,288 2,409,545

TOTAL ASSETS 7,260,433 7,809,257



Share Capital 1,005,116 1,005,118

Reserves (357,213) (331,058)

647,903 674,060


Total Equity 844,280 900,903


Bonds and debts 1,962,707 201,348







Borrowings 1,641,784 405,513

Bonds and debts 452,980 2,417,606

Tax payable 598 935




Note:-

Please refer to the Bursa Securities’ website (www.bursamalaysia.com) for the latest interim results.

49




Audited Audited

30.06.2007 30.06.2008

(RM’000) (RM’000)

ASSETS



Goodwill 564,342 563,921






Inventories 1,726,857 1,853,485





Current Assets 2,277,288 2,404,343


2,277,288 2,409,545

TOTAL ASSETS 7,260,433 7,809,257



Share Capital 1,005,116 1,005,118

Reserves (357,213) (331,058)

647,903 674,060


Total Equity 844,280 900,903


Bonds and debts 1,962,707 201,348







Borrowings 1,641,784 405,513

Bonds and debts 452,980 2,417,606

Tax payable 598 935




Note:-

Please refer to the Bursa Securities’ website (www.bursamalaysia.com) for the latest interim results.

49

41

















the country.

2. SHARE CAPITAL


Type Total

RM

Authorised


Issued and paid up



(CONT’D)

50

8. RESTRUCTURING OF LCB

The LCB Scheme was completed for purposes of implementation on 27 February 2009 while

the Proposed Rights Issue of Warrants is expected to be completed in the 2nd

quarter of 2009.

Holders are advised to read Section 8 of appendix IV of the Offer Document on information

relating to the financial effects of the LCB Scheme, Offer and Proposed Rights Issue of

Warrants.

9. ANNOUNCEMENTS

Please refer to Bursa Securities’ website (www.bursamalaysia.com) for any further

developments on the LCB Scheme.


50

51

APPENDIX III – INFORMATION ON LIMPAHJAYA


Limpahjaya was incorporated in Malaysia on 13 February 1986 as a private limited liability

company under the Act. It is an investment holding company.

2. SHARE CAPITAL

The authorised, issued and paid-up share capital of Limpahjaya as at LPD are as follows:-

Type Total

RM

Authorised

17,800 ordinary shares of RM1.00 each 17,800

720,000 preference shares of RM0.01 each 7,200

Issued and paid up

2 ordinary shares of RM1.00 each 2



Based on the Register of Substantial Shareholders, the substantial shareholders of

Limpahjaya and their equity interests in Limpahjaya as at LPD are as follows:-

Ordinary Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%

LCB Malaysia 2 100 - -

Preference Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%

Lion Rubber Works Sdn Bhd Malaysia 105,333 14.6 - -

Lion Fichet Sdn Bhd Malaysia 189,333 26.3 - -

Lion Steelworks Sdn Bhd Malaysia 425,334 59.1 - -

51





2. SHARE CAPITAL


Type Total

RM

Authorised



Issued and paid up






Ordinary Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%


Preference Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%




51

51





2. SHARE CAPITAL


Type Total

RM

Authorised



Issued and paid up






Ordinary Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%


Preference Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%




(CONT’D)

52


The Directors and their respective shareholdings in Limpahjaya based on the Register of

Directors’ Shareholdings as at LPD are as follows:-

Direct Indirect

Name

Nationality No. of

shares

(’000)

% No. of

shares

(’000)

%

TSWC Malaysian - - 2a 100

Lee Whay Keong Malaysian - - - -

Note:-

a Deemed interested by virtue of his substantial shareholdings in LCB


The subsidiaries of Limpahjaya as at LPD are as follows:


Name of company

Date/Place of

incorporation

Equity interest

(%) Principal activities

Umevest Sdn Bhd 25.08.1983/

Malaysia

100 Investment holding

Lion Com Sdn Bhd 28.11.1987/

Malaysia


Bersatu Investments

Company Limited

02.04.1982/

Hong Kong SAR

71 Ceased operations

Lyn (Pte) Ltd 07.05.1981/

Singapore


Megasteel 18.04.1989/

Malaysia

78.90 Manufacturing of HRC, CRC,

bands, plates and sheets

Subsidiary of Umevest Sdn Bhd

Logic Concepts (M) Sdn Bhd 09.11.1983/

Malaysia


Logic Furniture (M) Sdn Bhd 12.06.1990/

Malaysia


Subsidiary of Bersatu Investments Company Limited

Glit Investments Company

Limited

02.04.1982/

Hong Kong SAR

100 Dormant

Subsidiary of Lyn (Pte) Ltd

Logic Furniture (S) Pte Ltd 09.03.1983/

Singapore


52

51





2. SHARE CAPITAL


Type Total

RM

Authorised



Issued and paid up






Ordinary Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%


Preference Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%




(CONT’D)

53

Name of company

Date/Place of

incorporation

Equity interest

(%) Principal activities

Subsidiary of Lion Com Sdn Bhd

Secretarial Communications

Sdn Bhd

27.10.1982/

Malaysia

100 Share registration and secretarial

services

Subsidiary of Megasteel

Secomex Manufacturing (M)

Sdn Bhd

24.07.1990/

Malaysia

100 Manufacturing and marketing of

industrial gases

Megasteel Harta (L) Limited 17.08.2005/

Labuan

100 Dormant

As at LPD, Limpahjaya does not have any associated company.


The profit and dividend record of Limpahjaya based on its audited financial statements for

each of the five (5) FYE 30 June 2004 to 2008 is as follows:

Audited

2004 2005 2006 2007 2008 FYE 30 June

RM RM RM RM RM

Revenue 338 327 485 480 504

Loss Before Tax (87,056) (102,686) (92,726) (101,763) (169,959)

Taxation - - - - -

Loss After Tax (87,056) (102,686) (92,726) (101,763) (169,959)

LPS (RM) (43,528) (51,343) (46,363) (50,882) (84,980)

Gross Dividend (%) - - - - -

Shareholders’

Funds/ NA

(267,383) (370,069) (462,795) (564,558) (734,517)

NTA (267,383) (370,069) (462,795) (564,558) (734,517)

No. of Shares (‘000) 7 7 7 7 7

53

51





2. SHARE CAPITAL


Type Total

RM

Authorised



Issued and paid up






Ordinary Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%


Preference Shares

Direct Indirect

Name

Country of


shares

(’000)

% No. of

shares

(’000)

%




(CONT’D)

54


The following is the statement of assets and liabilities of Limpahjaya based on its audited

balance sheets as at 30 June 2007 and 2008:-

Audited Audited

30.06.2007 30.06.2008

(RM’000) (RM’000)

ASSETS

Subsidiaries 1,345,479 1,188,813

Other investments 1,766 -


Asset held for sale 793 100,000

Other receivables # #

Tax recoverable 7 4

Amount due from subsidiaries 16,048 16,278

Amount due from related companies 3,448 3,679

Amount due from related parties 31,328 32,543

Fixed deposits with a licensed bank 128 327

Cash at bank 5 7

Current Assets 51,757 152,838

TOTAL ASSETS 1,399,002 1,341,651



Share Capital 7 7

Accumulated losses (564,565) (734,524)

Total deficit in equity (564,558) (734,517)

Deferred liability 1,914,744 2,031,766

Non-Current Liability 1,914,744 2,031,766

Other payables and accruals 29,501 25,357

Amount due to a subsidiary 2,083 2,081

Amount due to related companies 5,748 5,748

Amount due to a related party 11,484 11,216

Current Liabilities 48,816 44,402



Note:-

# Negligible

54

55

APPENDIX IV – SALIENT TERMS OF THE OFFER (as extracted from the Offer Document)

The principal terms and conditions of the Offer, unless otherwise directed or permitted to be varied by

the SC are as follows:-

1. CONSIDERATION FOR THE OFFER

Each Holder is offered one (1) LCB B Warrant for every ten (10) existing ACB Shares held.

The salient terms and conditions of the LCB B Warrants are as set out in Appendix I of the

Notice.

Notwithstanding the provision in Section 3 below, in the event ACB declares, makes or pays

any dividend and/or other distributions after the date of the Offer Document but prior to the

close of the Offer which the Joint Offerors are not entitled to retain, the consideration for

each Offer Share shall be reduced by the quantum of the net dividend and/or other

distributions declared, made or paid.

Any fractional entitlements arising from the Offer will be disregarded and shall be dealt with

in such manner as the Joint Offerors may in their sole and absolute discretion deem expedient

or to be in the best interest of the Joint Offerors.

Holders of the Offer Shares may accept the Offer in respect of all or any of their Offer

Shares.

2. CONDITION OF THE OFFER

The Offer is conditional upon the Joint Offerors receiving by 5.00 pm (Malaysian time) on or

before the Closing Date, valid acceptances (provided that they are not, where permitted,

withdrawn), which would result in the Joint Offerors holding in aggregate, together with such

ACB Shares that are already acquired, held or entitled to be acquired or held by the Joint

Offerors, more than 50% of the voting shares of ACB, failing which the Offer shall lapse and

the Offer will cease to be capable of further acceptance and that the Accepting Holders and

the Joint Offerors will thereafter cease to be bound by any prior acceptances of the Offer

(“Shareholding Condition”).

LCB has obtained the necessary approvals to implement the Offer as follows:

(a) SC, which was obtained vide its letter dated 28 November 2008;

(b) ECU pursuant to the Foreign Investment Committee’s Guidelines on the Acquisition

of Interests, Mergers and Take-Overs by Local and Foreign Interest, which was

obtained vide its letter dated 28 November 2008;

(c) MITI, which was obtained vide its letter dated 24 December 2008;

(d) BNM, which was obtained vide its letter dated 19 December 2008 and the addendum

letter dated 22 December 2008; and

(e) Shareholders of LCB at the EGM held on 22 January 2009.

The SC has granted consent for the contents of the Offer Document vide its letter dated 26

February 2009 in respect of the disclosure requirements of the Code. However, such consent

shall not be taken to indicate that the SC recommends the Offer.

55







Notice.










Shares.






















55

55







Notice.










Shares.






















56

3. WARRANTY

The Offer Shares are to be acquired on the basis of an acceptance by a Holder of the Offer

made to him/her in accordance with the provisions of the Offer Document and on the terms

that, by such acceptance, the Accepting Holder irrevocably and unconditionally warrant that

the Offer Shares to which such acceptance relates are sold, free from all or any moratorium,

claims, charges, liens, encumbrances, pledges, options, rights of pre-emption, third party

rights and other security interests, adverse interest and whatsoever from the date of valid

acceptance and together with all the rights, benefits and entitlements attached thereto from

the date of the Offer Document or which at any time prior to the completion of the Offer may

become attached thereto, including the rights to all dividends, rights, allotments and/or any

other distributions thereafter declared, made or paid after the date of the Offer Document.

4. REVISIONS TO THE OFFER

Where the terms of the Offer are revised during the period commencing from the date of the

Offer Document to the Closing Date, a written notification of the revision, shall be

despatched to all Holders, including those who have previously accepted the Offer.

Where any of the terms of the Offer are revised, the benefits of the Offer, as so revised, will

be made available to the Holders, including those who have previously accepted the Offer.

In the event the Joint Offerors acquire the Shares at a price higher than the Offer Price during

the Offer Period, the upward revision to the Offer Price will also be made available to the

Holders, including those who have previously accepted the Offer.

The Offer may not be revised after the forty-sixth (46th) day from the Posting Date, or posting

date of competing offer document, as the case may be.

5. DURATION OF THE OFFER

Except insofar as the Offer may be withdrawn with the written consent of the SC and every

person released from any obligation incurred thereunder:-

(a) Original Duration

The Offer will remain open for acceptances for at least twenty-one (21) days from the

Posting Date, unless extended or revised by the Joint Offerors in accordance with the

Code.

Where there is a competing take-over offer made by a party other than the Joint

Offerors during the aforesaid period (“Competing Offer”), the Offer Document shall

be deemed to have been posted on the same day that the competing take-over offer

document is posted.

(b) Revisions to the Offer

If the Offer is revised after the Posting Date, it will remain open for acceptances for a

period of at least fourteen (14) days from the date of posting of the written

notification of the revision to all holders of the Offer Shares. Where any of the terms

of the Offer are revised, the holders of the Offer Shares who have previously

accepted the Offer shall also be entitled to receive the revised consideration that is to

be paid or provided for the acceptance of the Offer.

The Offer may not be revised after the forty-sixth (46th) day from the Posting Date or

date of despatch of a competing offer document, if any.

56

55







Notice.










Shares.






















57

(c) Extension of the Offer

In any announcement of an extension of time for accepting the Offer, the next expiry

date of the Offer will be stated. If it is stated that the Offer will remain open until

further notice, no less than fourteen (14) days’ notice in writing will be given before

it is closed.

(d) Closing of the Offer

Where the Offer has become or is declared unconditional as to acceptances of the

Offer on any day before the forty-sixth (46th) day from the Posting Date, the Offer

will remain open for acceptances for not less than fourteen (14) days from the date on

which the Offer becomes and is declared unconditional which shall, in any event, be

not later than the sixtieth (60th) day from the Posting Date.

Where the Offer has become or is declared unconditional as to acceptances on any

day after the forty-sixth (46th) day from the Posting Date, the Offer will remain open

for acceptances for not less than fourteen (14) days from the date on which the Offer

becomes and is declared unconditional which shall, in any event, be not later than the

seventy-fourth (74th) day from the Posting Date.

The Joint Offerors shall give at least fourteen (14) days’ notice in writing (“Closing

Notice”) to the holders of the Offer Shares before closing the Offer, save and except

in the following circumstances:-

(i) No Closing Notice will be given where the Offer Document clearly states

that the Offer will be closed on a specific date; and

(ii) No Closing Notice will be given where a Competing Offer has been

announced, unless the Competing Offer has reached its conclusion or the

shareholders of the Offeree who hold more than 50% of the voting Shares of

the Offeree have irrevocably rejected the Competing Offer in favour of the

Offer.

The Offer shall lapse if the Shareholding Condition is not fulfilled by 5.00 p.m.

(Malaysian time) on the sixtieth (60th) day from the Posting Date.


57

55







Notice.










Shares.






















58

6. RIGHTS OF WITHDRAWAL BY AN ACCEPTING HOLDER

(a) An Accepting Holder may withdraw his acceptance from the date which is twenty-

one (21) days after the First Closing Date of the original Offer (in the event the Offer

is extended), unless the take-over offer has become or is declared unconditional as to

acceptances.

(b) All acceptances of the Offer by Accepting Holders SHALL BE IRREVOCABLE.

However, where the Joint Offerors, having announced the Offer to be unconditional

as to acceptances, fail to comply with any of the requirements set out in Section 9(a)

below by the close of trading of the LCB Shares on Bursa Securities on the market

day following the Relevant Day, the Accepting Holders shall be entitled to withdraw

his/her acceptance immediately thereafter.

(c) Notwithstanding Section 6(b) above, the SC may terminate the right of withdrawal by

an Accepting Holder(s) if:-

(i) The Joint Offerors comply with the requirements set out in Section 9(a)

below within eight (8) days from the Relevant Day, provided that the expiry

of the eight (8)-day period shall not fall after the expiry of sixty (60) days

from the Posting Date; and

(ii) The Joint Offerors confirm in a statement by way of a Press Notice that the

Offer is still unconditional as to the level of acceptances.

(d) Notwithstanding the foregoing, the rights of any person who has withdrawn his or its

acceptance before the termination of the right of withdrawal by the SC shall not be

prejudiced by the termination of the right of withdrawal by the SC.

7. WITHDRAWAL OF THE OFFER

The Joint Offerors cannot withdraw the Offer without the prior written approval from the SC.

8. METHOD OF SETTLEMENT

Subject to the Offer having become or having been declared wholly unconditional as to

acceptances prior to the Closing Date of the Offer, the Joint Offerors shall credit the LCB B

Warrants into the CDS account of the Accepting Holders within twenty-one (21) days from

the Closing Date of the Offer in respect of acceptances which are received and are complete

in all respects by that date.

This is provided that all such acceptances are deemed by the Joint Offerors to be complete

and valid in all respects in accordance with the terms and conditions in the Offer Document.

Except with the consent of the SC, which would only be granted in certain circumstances in

which all Holders of the Offer Shares are to be treated similarly, settlement of the

consideration to which any Accepting Holder is entitled under the Offer will be implemented

in full, in accordance with the terms of the Offer, without regard to any lien, right of set-off,

counter-claim or other analogous rights to which the Joint Offerors may otherwise be or

claim to be entitled as against the Accepting Holder.

This, however, is without prejudice to the Joint Offerors’ rights to make any claim against the

Accepting Holder after such full settlement in respect of a breach of the warranty stated in

Section 3 above.

58

55







Notice.










Shares.






















59

9. ANNOUNCEMENT OF ACCEPTANCES

(a) The Joint Offerors will announce the following by way of Press Notice and

simultaneously inform the SC and Bursa Securities before trading of the LCB Shares

commences on Bursa Securities on the Relevant Day:-

(i) The position of the Offer, that is, whether the Offer is closed, revised or

extended; and

(ii) The total number of Offer Shares, and the respective percentages of the

issued and paid-up capital of the Offeree:-

(A) In respect of which acceptances of the Offer have been received after

the Posting Date;

(B) Held by the Joint Offerors at the time of the Posting Date; and

(C) Acquired or agreed to be acquired by the Joint Offerors during the

Offer Period.

(b) In computing the Offer Shares represented by acceptances, there may be included or

excluded for announcement purposes, acceptances which are not in all respects in

order or which are subject to verification.

(c) References to the making of an announcement or the giving of notice by the Joint

Offerors include the release of an announcement by AmInvestment Bank or the Joint

Offerors’ advertising agent(s) to the press, and the delivery or transmission via

facsimile or Bursa Securities’ Listing Information Network (also known as Bursa

LINK) of an announcement to Bursa Securities.

(d) An announcement made otherwise than to Bursa Securities shall be notified

simultaneously to Bursa Securities.

10. GENERAL

(a) All communications, notices, documents and payments to be delivered or sent to the

Holders of the Offer Shares or their designated agents, as the case may be, will be

despatched by ordinary mail at their own risk.

(b) Accidental omission to despatch the Offer Document to any person to whom the

Offer is made shall not invalidate the Offer in any way.

(c) All costs and expenses of or incidental to the preparation and circulation of the Offer

Document (other than professional fees and other costs relating to the Offer incurred

by the Offeree) will be borne by the Joint Offerors. Malaysian stamp duty and

Malaysian transfer fees, if any, resulting from acceptances of the Offer will also be

borne by the Joint Offerors. For the avoidance of doubt, the payment of any transfer

fees, taxes, duties, costs, expenses or other requisite payments due in a jurisdiction

outside Malaysia or the payment of any levy for the repatriation of capital or income

tax shall not be borne by the Joint Offerors.

(d) The Form of Acceptance and Transfer which will accompany the Offer Document

will contain provisions as to the acceptance of the Offer and the transfer of the Offer

Shares to the Joint Offerors or their appointed nominees, instructions for the

completion of the Form of Acceptance and Transfer, and other matters incidental

thereto. No acknowledgement of the receipt of the Form of Acceptance and Transfer

will be issued. 59






extended; and




the Posting Date;



Offer Period.











10. GENERAL



















will be issued. 59






extended; and




the Posting Date;



Offer Period.











10. GENERAL



















will be issued. 59






extended; and




the Posting Date;



Offer Period.











10. GENERAL



















will be issued.

59

55







Notice.










Shares.






















60

(e) The Offer and all acceptances received thereunder will be governed by and construed

in accordance with the laws of Malaysia.

(f) Accepting Holders may accept the Offer in respect of all or part of their Offer Shares.

The acceptance by any Accepting Holder of the Offer shall not exceed the Accepting

Holder’s total holding of the Offer Shares failing which the Joint Offerors have the

discretion to treat such acceptances as invalid.


60

61

APPENDIX V – FURTHER INFORMATION

1. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of ACB has seen and approved this IAC. All of the Directors of ACB individually

and collectively accept full responsibility for the accuracy of the information provided by ACB

in the IAC except for the contents of MIMB’s advice to the shareholders of ACB contained in

Part B of this IAC and confirm that, after having made all reasonable enquiries, and to the best

of their knowledge and belief, there are no other material facts the omission of which will

make any statement in this IAC inaccurate or misleading.

The responsibilities of the Board of ACB, in relation to the information on the Joint Offerors

and the Offer that are reproduced from the Offer Document, are limited to ensuring that such

information is accurately reproduced in this IAC.

2. FINANCIAL RESOURCES OF THE JOINT OFFERORS

As disclosed in Section 7 of the Offer Document, the Joint Offerors has confirmed and

AmInvestment Bank is satisfied that the Offer will not fail due to insufficient financial

capability of the Joint Offerors and the Joint Offerors would be able to fully satisfy

acceptances of the Offer in view that the Offer will be wholly satisfied by the issuance of

LCB B Warrants.

3. DISCLOSURE OF INTEREST AND DEALING IN SHARES

3.1 By ACB

(i) Save as disclosed below, neither ACB nor its subsidiaries hold, directly or indirectly,

any voting shares or convertible securities in LCB and/or Limpahjaya as at LPD:-

Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -

Umatrac Enterprises Sdn Bhd 13,750,044 0.72 - -

Amsteel Equity Capital Sdn Bhd 4,110,540 0.22 - -

LCB Class B(a) RCSLS (RM)

ACB 1,218,342 N/A - -

LCB Class B(b) RCSLS (RM)

ACB 64,163,759 N/A - -

Note:-

* Deemed interested by virtue of Section 6A of the Act held via its subsidiary Exuniq Sdn Bhd,

Umatrac Enterprises Sdn Bhd and Amsteel Equity Capital Sdn Bhd.

(ii) Neither ACB nor its subsidiaries has dealt, directly or indirectly, in the voting shares

of LCB and/or Limpahjaya during the period commencing six (6) months prior to 21

May 2008, being the commencement of the Offer Period and ending on LPD.

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






61

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

62

3.2 By the Directors of ACB

3.2.1 As at LPD, none of the Directors of ACB holds, directly or indirectly, any voting shares or

convertible securities in ACB, LCB and/or Limpahjaya save for:-

(a) Jen Tan Sri Dato’ Zain Mahmud Hashim (b) who has an interest in :-

Direct

Interest %

Indirect

Interest %

No. of

ESOS

ACB Shares - - 53,321 a 0.004 N/A

LCB Shares - - 16,200 a * N/A

Notes:-

a Deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Datin

Hajjah Salifah Bte Mohd Esa.

* Negligible.

(b) TSWC who has an interest in:-

Direct

Interest %

Indirect

Interest %

No. of

ESOS

ACB Shares - - 629,113,455 a 47.26 N/A

LCB Shares 458,685 0.05 1,646,549,994 b 86.68 490,000

LCB Class B(a) RCSLS (RM) - - 1,218,342 c N/A -

LCB Class B(b) RCSLS (RM) - - 102,397,059 d N/A -

Notes:-

a Deemed interested by virtue of Section 6A of the Act held via Sin Seng Investments Pte Ltd, LCB,

Limpahjaya, Silverstone Corporation Berhad, LICB, Amsteel Mills Sdn Bhd and LDHB, and

deemed interested by virtue of Section 134(12)(c) of the Act held via his spouse, Puan Sri Chan

Chau Ha @ Chan Chow Har.

b Deemed interested by virtue of Section 6A of the Act held via William Cheng Sdn Bhd, Lion

Holdings Sdn Bhd, LDHB, LICB, Bayview Properties Sdn Bhd, Lion Management Sdn Bhd,

Horizon Towers Sdn Bhd, Lancaster Trading Company Limited, Araniaga Holdings Sdn Bhd,

Panoron Sdn Bhd, Happyvest (M) Sdn Bhd, Finlink Holdings Sdn Bhd, Teck Bee Mining (M)

Sendirian Berhad, Tirta Enterprise Sdn Bhd, Amanvest (M) Sdn Bhd, Lion Holdings Pte Ltd,

Viewtrain Company Limited, Billion Grow Limited, Lion Development (Penang) Sdn Bhd,

Trillionvest Sdn Bhd, Silverstone Corporation Berhad, Projek Jaya Sdn Bhd, Ceemax Electronics

Sdn Bhd, Amsteel Mills Sdn Bhd, Exuniq Sdn Bhd, LDH (S) Pte Ltd, Sims Holdings Sdn Bhd,

Umatrac Enterprises Sdn Bhd, ACB, Narajaya Sdn Bhd, Sin Seng Investments Pte Ltd, Actual Best

Limited, Amsteel Equity Capital Sdn Bhd, Teraju Varia Sdn Bhd And LDH Management Sdn Bhd.

c Deemed interested by virtue of Section 6A of the Act held via ACB.

d Deemed interested by virtue of Section 6A of the Act held via ACB, Silverstone Corporation Berhad

and LICB.

(c) Tan Siak Tee who has an interest in:-

Direct

Interest %

Indirect

Interest %

No. of

ESOS

ACB Shares 10,000 * - - N/A

LCB Shares 3,500 * - - N/A

Note:-

* Negligible

As at LPD, Tan Siak Tee has indicated his intention to ACCEPT the Offer in respect of his

direct shareholding in ACB.

62

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

63

3.2.2 None of the Directors of ACB has dealt, directly or indirectly, in the voting shares of ACB,

LCB and/or Limpahjaya during the period commencing six (6) months prior to 21 May 2008,

being the commencement of the Offer Period and ending on LPD.

3.2.3 Save as disclosed above, none of the Directors of ACB holds any interest in ACB, LCB,

and/or Limpahjaya as at LPD.

4. MATERIAL LITIGATION, CLAIMS OR ARBITRATION

ACB Group

Save as disclosed below, the ACB Group is not engaged in any material litigation, claims or

arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of

ACB are not aware of any proceedings pending or threatened against the ACB Group or of

any facts likely to give rise to any proceedings which may materially affect the financial

position or business of the ACB Group:-

(a) By Shah Alam High Court Suit No. MT3-22-386-98 filed on 6 April 1998, Amsteel

Equity Capital Sdn Bhd claimed against Promet Berhad for contra losses amounting

to RM16,433,931.55, interest amounting to RM243,910.23 as at 26 March 1998 and

further interest at the rate of 18.5% on the principal sum of RM16,443,931.55 from

27 March 1998 until date of full settlement. Summary Judgment was obtained against

Promet Berhad on 19 June 2003. Promet Berhad’s appeal against the summary

judgment was dismissed by the High Court on 7 January 2007. Promet Berhad is now

appealing to the Court of Appeal and a date has yet to be fixed to hear the appeal.

Promet Berhad’s application for stay of execution at Shah Alam High Court has been

dismissed. The Directors have been advised that Amsteel Equity Capital Sdn Bhd has

reasonable grounds for the claims. Meanwhile, a winding up petition has been filed

against Promet Berhad. Amsteel Equity Capital Sdn Bhd filed the Notice of Intention

to Appear on Petition on 8 October 2008 and this case has been fixed for mention on

21 March 2009.

(b) Magna Prima Berhad, Magna Prima Construction Sdn Bhd and Dunia Epik Sdn Bhd

have filed a Writ of Summons No. D6-22-2039-2000 in the High Court of Malaya at

Kuala Lumpur against Amsteel Equity Capital Sdn Bhd (“AEC”) and fourteen (14)

others wherein they alleged, inter alia, that certain parties have taken out the sum of

RM22.1 million from the accounts of Magna Prima Construction Sdn Bhd and Dunia

Epik Sdn Bhd and that the money was used to purchase shares through AEC. It was

further alleged that AEC had constructive notice of such action and therefore is the

constructive trustee of the money which was used to purchase the shares. The writ

was served on AEC on or about 7 June 2005. The matter has been fixed for trial on

29 and 30 June 2009. The Directors have been advised that AEC has a defence to the

claim. Due to the new court system, the case management has been brought forward

to 21 January 2009 and pursuant to that, the matter has been fixed for trial on 29 June

2009 and 30 June 2009.

63

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

64

(c) A Writ of Summons was filed by Amsteel Equity Capital Sdn Bhd against Koh Kim

Teck (“1st Defendant”) and Liew Yoon Thiam (“2

nd Defendant”) at the Kuala

Lumpur High Court Suit No: 01-22-3529-1998 on 3 September 1998 for

RM2,267,873.71, interest in arrears for RM432,140.94 and further interest at 18.5%

per annum for share transaction losses. Judgment in default was obtained against the

1st Defendant on 30 April 2008. The case management against the 2

nd Defendant is

fixed on 12 January 2009 and the full trial against the 2nd

Defendant is fixed to be

held from 3 February 2009 to 5 February 2009. Both Defendants’ solicitors filed an

application to set aside the court order dated 30 April 2008, 1 July 2008 and 16

September 2008 respectively. Pursuant to that, this case has been postponed to 8

April 2009.

(d) A Singapore Judgment was obtained against Lim Chuan Boon by AMS Securities (S)

Pte Ltd on 10 November 2004 and an order to register the Judgment was obtained on

1 March 2005. The sum claimed by AMS Securities (S) Pte Ltd is RM4,845,710.00

for contra losses with interest at 14.75% per annum. The defendant’s application to

set aside the order to register the Judgment was dismissed on 7 February 2007. An

appeal by the defendant to the Judge in Chambers was dismissed with costs on 20

January 2009. On 20 January 2009, the appeal was dismissed with costs.

(e) By Kuala Lumpur High Court Civil Suit No.: S3-22-262-2004, Araprop

Development Sdn Bhd (“Araprop”) filed a suit against Maxis Broadband Sdn Bhd

(“Maxis Broadband”) for an alleged breach of contract by Maxis Broadband to

provide certain services in relation to a telecommunications infrastructure within

Bandar Bukit Mahkota. The claims sought are inter alia, a sum of approximately

RM9.8 million as at 11 August 2006. A hearing has been fixed on 23 March 2009 in

respect of an appeal by Araprop to include further losses and damages which has

been incurred and suffered by Araprop as at 11 August 2008 in its statement of claim

against the Defendant (“Amendment to the Statement of Claim”). The matter is also

fixed for case management on 23 March 2009. Araprop’s solicitors are of the view

that it has a strong arguable case against the Defendants and that Araprop has a fair

chance of succeeding in respect of the appeal for the Amendment to the Statement of

Claim.

LCB Group

Save as disclosed below, the LCB Group is not engaged in any material litigation, claims or

arbitration either as plaintiff or defendant, and as at the date of this IAC, the Directors of LCB

are not aware of any proceedings pending or threatened against the LCB Group (including

Limpahjaya) or of any facts likely to give rise to any proceedings which may materially affect

the financial position or business of the LCB Group (including Limpahjaya):-

(a) By a Kuala Lumpur High Court Suit No. D5-22-816-2006, Chye Hup Heng Sdn Bhd

(“CHH”) claimed against Megasteel a sum of RM3,918,045.80 plus interests and

costs for scrap metal and incentive payments. Megasteel filed a counter claim of

RM800,000.00 against CHH and a further counter claim against CHH and Lim Kay

Meng (“LKM”) for aggravated and exemplary damages of RM20.0 million and

damages for breach of contract. CHH filed a counter claim against Megasteel for

damages of RM10.0 million. On 28 September 2007, LKM’s appeal against

Megasteel’s counter claim against LKM was allowed by the High Court Judge and

Megasteel’s counter claim against LKM was struck out. Megasteel filed an appeal

against this decision at the Court of Appeal and the appeal is pending hearing. On 26

October 2007, an appeal by Megasteel to set aside the Summary Judgment dated 2

March 2007 was allowed and CHH’s claim was ordered to be decided at a full trial.

CHH had filed an appeal to the Court of Appeal against the High Court Judge’s

decision and the appeal is pending hearing. On 13 October 2008, the High Court

Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH 64








nd Defendant is






April 2009.




















Claim.

LCB Group




























nd Defendant is






April 2009.




















Claim.

LCB Group




























nd Defendant is






April 2009.




















Claim.

LCB Group




























nd Defendant is






April 2009.




















Claim.

LCB Group




















Judge dismissed CHH’s application to strike out Megasteel’s counter claim. CHH

64

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

65

had appealed to the Court of Appeal against the High Court Judge’s decision and the

appeal is pending hearing. On 3 March 2009, the High Court Judge has fixed 21 May

2009 for further pre-trial case management.

(b) By a Kuala Lumpur High Court Originating Summons No. S2-24-1012-1999, Lion

Construction & Engineering Sdn. Bhd. (“Plaintiff”) claimed against Dairy Maid

Resort & Recreation Sdn Bhd (“First Defendant”) and C.F. Architects (“Second

Defendant”). The action was initiated on 14 July 1999 for the sum of

RM1,686,287.33 as debt due or alternatively quantum meruit for construction work

done, interest and cost thereon jointly and severally against the First Defendant as

employer and the Second Defendant as architect. The action was originally initiated

by Originating Summons but was subsequently converted to a Writ action in 2001

due to issues of fact raised by the First Defendant. The First Defendant

counterclaimed that the Plaintiff had delayed works which caused the First Defendant

loss and damages amounting to RM14,385,730.40. It is estimated that the Plaintiff’s

maximum exposure to liabilities, if any, would be RM14,385,730.40 with interest

thereon and cost to both the First Defendant and Second Defendant. The case has

been fixed for mention of case management on 18 February 2009. This case which

has been fixed for mention of case management on 18 February 2009 was postponed

to 10 April 2009 because the matter was not listed and the Court could not locate its

file.

(c) By a Kuala Lumpur High Court Suit No: D8-22-1464-2007, Megasteel (“Plaintiff”)

claimed against Perwaja Steel Sdn Bhd (“Defendant”) for losses and damages as a

result of non-delivery of goods by the Defendant. The claim is for RM36,079,860.33,

plus aggravated or exemplary damages to be assessed and costs. The Defendant has

filed a defence and counter claimed against the Plaintiff for the amount of

RM3,390,509.03 being the alleged non-payment for goods delivered. This suit has

been consolidated with the Kuala Lumpur High Court Suit No : D2-22-1594-2007

through a Court Order by the Court of Appeal on 17 January 2008. The Plaintiff’s

application for summary judgement against the Defendant for the claim of

RM36,079,860.33 has been dismissed with costs and the Court is of the view that the

matter is more suitable to be heard at a full trial. The case management for the

Plaintiff’s Notice for Pre-Trial Case Management has been fixed on 24 April 2009.

(d) By a Kuala Lumpur High Court Suit No.: D2-22-1594-2007, Megasteel (“Plaintiff”)

claimed that Perwaja Steel Sdn Bhd (“Defendant”) committed a tort of abuse of

process by sending a statutory notice pursuant to Section 218(1)(e) and Section

218(20)(a) of the Companies Act 1965 threatening winding up proceeding against the

Plaintiff. The Defendant had filed its defence and counterclaimed against the Plaintiff

for the amount of RM3,390,509.03 being the alleged non-payment for goods

delivered. The Plaintiff had obtained an interlocutory injunction against the Defendant

to restrain the Defendant from taking any steps pursuant to the statutory notice. The

application was dismissed by the High Court on 3 January 2008 but the appeal was

allowed by the Court of Appeal on 17 January 2008. Thus, there is an interlocutory

injunction to restrain the Defendant from taking any steps pursuant to the statutory

notice. The Defendant has applied for leave to appeal to the Federal Court and the

Defendant’s application has been dismissed with costs. This Suit has been

consolidated with the Kuala Lumpur High Court Suit No.: D8-22-1464-2007 through

a Court Order by Court of Appeal on 17 January 2008.

65

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

66

5. MATERIAL CONTRACTS & COMMITMENTS

ACB Group

Save as disclosed below, ACB and its subsidiary companies have not entered into any

material contract or commitments outside the ordinary course of business, within two (2)

years immediately preceding the date of this IAC:-

(a) Conditional Share Sale and Purchase Agreement dated 13 November 2007 entered

into amongst others, Bungawang Sdn Berhad (a 70% owned subsidiary of Amsteel

Corporation Berhad) as vendor and Witmer Limited as purchaser, for the disposal of

4,900,00 ordinary shares of RM1.00 each representing 49% equity interest in Lion

Mutiara Parade Sdn Bhd to be completed in two (2) tranches and to be satisfied by an

amount equal to the net asset value of Lion Mutiara Parade Sdn Bhd as at the

respective completion dates upon the terms and conditions of the agreement therein.

(b) Supplemental Agreement dated 7 March 2008 entered into amongst others,

Bungawang Sdn Berhad (a 70% owned subsidiary of Amsteel Corporation Berhad)

as vendor and Witmer Limited as purchaser, in respect of certain amendments to the

Share Sale and Purchase Agreement dated 13 November 2007.

(c) Joint-Venture cum Shareholders’ Agreement dated 7 March 2008 entered into

between Bungawang Sdn Bhd, Mujur Idaman Sdn Bhd and Witmer Limited as

shareholders of Lion Mutiara Parade Sdn Bhd upon completion of the tranche 1 sale

of the Share Sale and Purchase Agreement dated 13 November 2007 in respect of the

development of a retail mall owned by Lion Mutiara Parade Sdn Bhd.

(d) Sale and Purchase Agreement dated 27 March 2008 between Amsteel Corporation

Berhad as vendor and Lion Forest Industries Berhad as purchaser, for the disposal of

1,000,000 ordinary shares of RM1.00 each representing 100% equity interest in

Singa Logistics Sdn Bhd for a cash consideration of RM2.727 million.

(e) Conditional Sale and Purchase Agreement dated 21 May 2008 (as supplemented by a

supplemental agreement dated 18 June 2008 and varied by a letter dated 5 January

2009) between Amsteel Corporation Berhad as vendor and Lion Diversified Holdings

Berhad and Teraju Varia Sdn Bhd, both as purchasers, for the disposal of RM900

million nominal value zero-coupon redeemable secured Class B (b) Ringgit Malaysia

denominated Bonds issued by Lion Corporation Berhad on 14 March 2003 with the

maturity date of 31 December 2009 with a present value of approximately RM787.1

million for a cash consideration of RM400 million.

(f) Conditional Sale and Purchase Agreement dated 21 May 2008 (and as supplemented

by a supplemental agreement dated 18 June 2008) between Amsteel Corporation

Berhad as vendor and Limbungan Emas Sdn Bhd as purchaser, for the disposal of the

entire equity interests of Amsteel Corporation Berhad group of companies in

Akurjaya Sdn Bhd, Ayer Keroh Resort Sdn Bhd, Bungawang Sdn Berhad,

Visionwell Sdn Bhd, Lion Metal Industries Sdn Bhd and Inverfin Sdn Bhd and their

respective subsidiaries for a total purchase consideration of RM818.4 million.

66

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

67

(g) Conditional Sale and Purchase Agreement dated 25 June 2008 entered into between

Chembong Malay Rubber Co (1920) Limited (a wholly-owned subsidiary of Amsteel

Corporation Berhad) as vendor and Jubilant Rewards Sdn Bhd as purchaser, for the

proposed disposal of 333.144 acres of freehold lands, comprising the following:

(i) an approximately 292.819 acres of the land held under H.S.(D) 633 PT 2540

Mukim Pedas, Daerah Rembau, Negeri Sembilan;

(ii) an approximately 7.944 acres of the land held under GM1206 Lot No. 927

Mukim Chembong, Daerah Rembau, Negeri Sembilan;

(iii) an approximately 26.057 acres of the land held under Geran 15807 Lot 1537

Mukim Chembong, Daerah Rembau, Negeri Sembilan; and

(iv) an approximately 6.324 acres of the land held under Geran 74170 (formerly

CT No. 13621) Lot 1400, Mukim Chembong, Daerah Rembau, Negeri

Sembilan;

for a cash consideration of RM16,804,449.

(h) Conditional Sale and Purchase Agreement dated 30 June 2008 entered into between

Chembong Malay Rubber Co (1920) Limited (a wholly-owned subsidiary of Amsteel

Corporation Berhad) as vendor and Jubilant Rewards Sdn Bhd as purchaser for the

disposal of 216.118 acres of freehold land held under H.S.(D) 6335 PT 2539 Mukim

Pedas, Daerah Rembau, Negeri Sembilan for a cash consideration of RM9,725,310.

(i) Conditional Sale and Purchase Agreement dated 17 July 2008 entered into between

Ayer Keroh Resort Sdn Bhd (a 70% owned subsidiary of Amsteel Corporation

Berhad) as vendor and Positive Matic Sdn Bhd as purchaser, for the disposal of all

that piece of vacant leasehold land held under Pajakan Negeri 26014, Lot 1336

(formerly known as H.S.(D) 49713, PT500), Kawasan Bandar XLII, Daerah Melaka

Tengah, Negeri Melaka measuring approximately 12,922 square metres in area for

cash consideration of RM14,563,920.

(j) Conditional Share Sale and Purchase Agreement dated 29 August 2008 entered into

amongst others, Amsteel Corporation Berhad as vendor and IOI Corporation Berhad

as purchaser for the disposal of 2,000,001 ordinary shares of RM1.00 each

representing 20% equity interests in Inverfin Sdn Bhd for a cash consideration

calculated based on 20% share of net asset value of Inverfin Sdn Bhd as at 31 July

2008 after adjusting for the agreed gross acquisition value of Menara Citibank of

RM733,626,000 and the liabilities of Inverfin Sdn Bhd, of approximately

RM117,346,000.

(k) Conditional Sale and Purchase Agreement dated 12 September 2008 entered into

between Ayer Keroh Resort Sdn Bhd (a 70% owned subsidiary of Amsteel

Corporation Berhad) as vendor and Mahkota Land Sdn Bhd (formerly known as

Dinarama Sdn Bhd) as purchaser, for the disposal of all that piece of leasehold land

held under Pajakan Negeri 26007, Lot 1344 (formerly known as H.S.(D) 49708,

PT495), Kawasan Bandar XLII, Daerah Melaka Tengah, Negeri Melaka measuring

approximately 10,766 square metres in area with a single storey building erected

thereon for cash consideration of RM11,587,300.

(l) Conditional Sale and Purchase Agreements dated 23 September 2008 between

Bungawang Sdn Berhad as the vendor and Golden Motivation Sdn Bhd as the

purchaser for the sale and purchase of the vacant leasehold agricultural land held

under HS (D) 8003, PTD 168, Daerah Kota Tinggi, Mukim Sedili Kecil, Negeri

Johor Darul Takzim at a cash consideration of RM2,400,000.00.

67

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

68

LCB Group

Save as disclosed below, LCB and its subsidiary companies (including Limpahjaya) have not

entered into any material contract or commitments outside the ordinary course of business,

within two (2) years immediately preceding the date of this IAC.

(a) Conditional Subscription Agreement dated 26 February 2007 entered into between

LDHB and Megasteel (a 90% owned subsidiary of LCB), for the subscription by

LDHB of 200,000,000 5-year redeemable cumulative convertible preference shares

of RM0.01 each to be issued by Megasteel for cash of RM200,000,000.

(b) Sale and Purchase Agreement dated 13 July 2007 between Bustamin Bin Paita and

Kinabalu Motor Assembly Sdn Bhd (“Kinabalu Motor”) in respect of the sale by

Kinabalu Motor of a parcel of land described as Town Lease No 107504816

containing an area of 5143 sq ft more or less together with a unit of single storey

high-roofed corner warehouse erected thereon known as TB162 situated at Jalan

Habib Hussein, Off Jalan Chester in the District of Tawau, Sabah to Bustamin Bin

Paita for a cash consideration of RM1,100,000.

(c) Sale and Purchase Agreement dated 28 August 2007 between Petro-Pipe (Sabah) Sdn

Bhd (formerly known as Juta Asli Sdn Bhd) and Kinabalu Motor in respect of the

sale by Kinabalu Motor of all that parcel of KKIP industrial land held under master

title No 045335082 measuring 21.625 acres more or less located at Lot 13 General

Industrial Zone, Kota Kinabalu Industrial Park, Mile 15, Jalan Telipiok, Telipok,

Kota Kinabalu to Petro-Pipe (Sabah) Sdn Bhd for a consideration of

RM12,245,805.00.

(d) Sale and Purchase Agreement dated 13 May 2008 between Kumpulan Akamewa Sdn

Bhd and Kinabalu Motor in respect of the sale by Kinabalu Motor of a parcel of land

comprised in Country Lease No 015379790 measuring approximately 12.5 acres in

the District of Kota Kinabalu and the buildings and structures, of permanent materials

or otherwise, erected thereon to Kumpulan Akamewa Sdn Bhd for a consideration of

RM29,947,500.

(e) Conditional Sale and Purchase Agreement dated 21 May 2008 (as varied by a letter

dated 5 January 2009 and supplemented by a supplemental agreement dated 5

January 2009) entered into between Pancar Tulin Sdn Bhd (a wholly-owned

subsidiary of LCB), Narajaya Sdn Bhd and LDH Management Sdn Bhd, for the

acquisition by Pancar Tulin Sdn Bhd from LDH Management Sdn Bhd of part of an

on-going property development project known as Bandar Mahkota Cheras together

with four parcels of undeveloped lands (inclusive of assets and liabilities related

thereto) for a purchase consideration of RM89,948,000 to be satisfied by the issuance

of 89,948,000 new shares of RM1.00 each in LCB at an issue price of RM1.00 per

share.

(f) Supplemental Subscription Agreement dated 21 May 2008 entered into between

Megasteel (a 90% owned subsidiary of LCB) and LDHB, amending certain terms and

conditions of the conditional Subscription Agreement dated 26 February 2007

entered into between the parties, for the subscription by LDHB of only 100,000,000

redeemable cumulative convertible preference shares of RM0.01 each in Megasteel,

for cash of RM100,000,000.

68

61

















LCB B Warrants.


3.1 By ACB



Direct

Interest %

Indirect

Interest %

LCB Shares

ACB 660,666 0.04 22,061,721* 1.16

Exuniq Sdn Bhd 4,201,137 0.22 - -




ACB 1,218,342 N/A - -


ACB 64,163,759 N/A - -

Note:-






(CONT’D)

69

(g) Conditional Sale and Purchase Agreement dated 21 May 2008 (as varied by a letter

dated 5 January 2009) entered into between Limpahjaya Sdn Bhd (a wholly-owned

subsidiary of LCB) and LDHB, for the disposal by Limpahjaya Sdn Bhd to LDHB of

66,666,667 ordinary shares of RM1.00 each in Megasteel, representing

approximately 11.1% of the issued and paid-up capital of Megasteel for a cash

consideration of RM100,000,000.

6. SERVICE CONTRACTS

ACB Group

There are no existing service contracts that have been entered into by ACB or its subsidiaries

with any of their Directors or proposed Directors other than service contracts expiring or

determinable by the employing company within twelve (12) months from the LPD without

any payment of compensation.

LCB Group

There are no existing service contracts that have been entered into by LCB or its subsidiaries

(including Limpahjaya) with any of their Directors or proposed Directors other than service

contracts expiring or determinable by the employing company within twelve (12) months

from the LPD without any payment of compensation.

7. CONSENTS

MIMB has given and has not subsequently withdrawn its written consent for the inclusion of

its name, letter and all references thereto in the form and context in which they appear in this

IAC.

AmInvestment Bank has given and has not subsequently withdrawn its written consent for the

inclusion of its name and all references thereto in the form and context in which they appear

in this IAC.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are made available for inspection at the registered office

of ACB at Level 46, Menara Citibank, 165 Jalan Ampang, 50450 Kuala Lumpur during

normal business hours from Monday to Friday (except public holidays) while the Offer

remains open for acceptances:-

(i) Memorandum and Articles of Association of ACB;

(ii) a copy of the Notice and the Offer Document;

(iii) the audited financial statements of ACB for the past two (2) FYE 30 June 2007 to

2008; and

(iv) the letters of consent referred to in Section 7 of this Appendix.

69

If undelivered, please return to:-

Secretarial Communications Sdn Bhd (92040-W)Level 46, Menara Citibank165, Jalan Ampang50450 Kuala Lumpur

BAYARAN POS JELASPOSTAGE PAID

PUSAT MEL BUKIT RAJAMALAYSIA

NO. SEL 0259

Documents

MIMB INVESTMENT BANK BERHAD - Lion · 06-03-2009 · mimb investment bank berhad (company no. 10209-w) A Participating Organisation of Bursa Malaysia Securities Berhad This Independent