3735 MAGNUM MAGNUM CORPORATION BHD
PROPOSAL

MAGNUM CORPORATION BERHAD ("MCB" OR THE "COMPANY")

PROPOSED SELECTIVE CAPITAL REPAYMENT EXERCISE PURSUANT TO SECTION 64 OF THE
COMPANIES ACT, 1965 AND SUBSEQUENT DE-LISTING OF MCB ON BURSA MALAYSIA
SECURITIES BERHAD ("PROPOSAL")
1. INTRODUCTION

The Board of Directors of MCB ("Board") wishes to announce that it has on 19
November 2007, received a letter from Multi-Purpose Holdings Berhad ("MPHB"),
the holding company of MCB, proposing the privatisation of the Company via a
selective capital reduction and repayment exercise route under Section 64 of
the Companies Act, 1965 ("Act").

On 20 November 2007, MPHB has informed the Company that it and CVC Asia Pacific

Limited ("CVC") have signed a heads of agreement in connection with the
Proposal.

The Board wishes to announce that the Board at its meeting held on 20 November
2007 (at which Interested Directors (as hereinafter defined) have abstained
from all deliberation and voting) has deliberated on the Proposal from MPHB and

has agreed to table to its shareholders to consider MPHB's request to take MCB
private via a selective capital reduction and repayment exercise, subject to
the signing of a definitive agreement between MPHB and CVC encompassing the
Proposal.


2. OVERVIEW OF THE PROPOSAL

A Special Purpose Vehicle ("SPV") will be established for the purpose of
facilitating the Proposal. MPHB and the funds managed by CVC will each hold
51% and 49% equity stake in the SPV respectively. The parties may bring in
other equity partners into SPV as mutually agreed, subject to MPHB having at
least a 51% equity stake in the SPV.

The Proposal encompasses a selective capital reduction and repayment exercise
pursuant to Section 64 of the Act ("Proposed SCR"), which will involve amongst
others, the following:

(a) the Proposed SCR will be funded by both interest-free loans provided
by SPV ("SPV Advance") and borrowings by MCB. The repayment of the SPV Advance

will be waived to enable MCB to have sufficient reserves to facilitate the
Proposed SCR;

(b) the share capital of MCB will increase through the capitalisation of
the reserves of MCB with a bonus issue ("Proposed Bonus Issue") of new ordinary

shares of RM0.50 each in MCB ("MCB Shares"). The authorised share capital of
MCB shall accordingly be increased to facilitate the Proposed Bonus Issue;




© immediately thereafter, MCB will undertake the Proposed SCR wherein
the entire issued and paid up capital of MCB (including the bonus shares to be
issued) will be cancelled by sanction of the High Court of Malaya, save for
1,000 MCB Shares currently held by MPHB. MPHB will waive its entitlement to
the capital repayment pursuant to the Proposed SCR. The Proposed SCR will
enable the shareholders of MCB other than MPHB ("Entitled Shareholders") to
receive RM3.45 for each MCB Share held prior to the Proposed Bonus Issue. For
the avoidance of doubt, the bonus shares to be issued under the Proposed Bonus
Issue will not be credited into the central depository system accounts of all
shareholders of MCB and the Proposed Bonus Issue is to be implemented solely
for the purpose of facilitating the Proposed SCR; and

(d) upon completion of the Proposed SCR, MCB will become a wholly-owned
subsidiary of MPHB and MCB will be delisted from the Official List of Bursa
Malaysia Securities Berhad ("Bursa Securities").

Immediately upon completion of the Proposed SCR, MPHB will dispose of MCB, its
then wholly owned subsidiary, to the SPV for a total consideration equivalent
to RM3.45 multiplied by the total number of MCB Shares beneficially held by
MPHB as at the books closing date to determine the entitlement under the
Proposed SCR and immediately prior to the Proposed Bonus Issue. Consequently,
MPHB shall have an effective interest of at least 51% in MCB through SPV.

The proposed capital repayment of a cash amount of RM3.45 per MCB Share prior
to the Proposed Bonus Issue represents:

(i) a premium of approximately 13.5%, 11.2%, 15.6% and 19.4% over the
closing price of MCB Shares on 15 November 2007, and the 5-day, 1-month and
3-month weighted average market price of MCB Shares up to and including 15
November 2007, being the last market day prior to the suspension in the trading

of the MCB Shares for the purposes of this announcement, of RM3.04, RM3.10,
RM2.98 and RM2.89 respectively;

(ii) a price-earnings multiple of 21.5 times and 26.4 times based on the
earnings per share of MCB, its subsidiaries and associated companies ("MCB
Group") for the past 2 financial years ended 31 December 2006 and 31 December
2005 of 16.03 sen and 13.09 sen respectively; and

(iii) a price to book ratio of 4.2 times based on the net tangible
assets per share of MCB Group of RM0.82 based on the unaudited consolidated
balance sheet of MCB Group as at 30 September 2007.

MCB currently holds 98.25% of Magnum 4D Berhad ("M4D"). Upon the Proposal
becoming unconditional, MCB shall extend a general offer for all the remaining
ordinary shares in M4D not already owned by MCB and/or parties acting in
concert with it at a cash offer price of RM3.00 per share or a total amount of
approximately RM8.8 million.


3. INFORMATION ON CVC

CVC is incorporated in Hong Kong and it is an investment advisor to various
funds with a total commitment of over US$2.7 billion, including CVC Capital
Partners Asia Pacific II L.P. and CVC Capital Partners Asia Pacific II -
Parallel Fund. It is part of CVC Capital Partners, a leading global private
equity firm managing over US$26 billion in equity capital.


4. RATIONALE FOR THE PROPOSAL

The Proposed SCR offers an opportunity to the Entitled Shareholders to realise
their investments in MCB at a premium above the market price prior to this
announcement.

The proposed capital repayment of a cash amount of RM3.45 per MCB Share
represents premium of approximately 13.5%, 11.2%, 15.6% and 19.4% to the
closing price of MCB Shares on 15 November 2007, and the 5-day, 1-month and
3-month weighted average market price of MCB Shares up to and including 15
November 2007 of RM3.04, RM3.10, RM2.98 and RM2.89 respectively.






5. APPROVALS REQUIRED

The Proposal is conditional upon the following:

(i) signing of a definitive agreement between MPHB and CVC encompassing
the Proposal, and this agreement becoming unconditional;

(ii) the approval of the shareholders of MCB at the extraordinary
general meeting ("EGM") to be convened;

(iii) the Order of the High Court of Malaya sanctioning the Proposed
SCR;

(iv) the approval from Bursa Securities for the proposed delisting of
the Company; and

(v) the approvals from any other relevant parties, where applicable.


6. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

Save as disclosed below, none of the Directors and major shareholders of MCB
and/or persons connected to them have any interest, direct or indirect, in the
Proposal:

(i) MPHB is a promoter in respect of the Proposal. Accordingly, MPHB is
deemed interested in the Proposal and will abstain from voting, and will also
ensure that persons connected to them, if any, will abstain from voting on the
resolution for the Proposal to be tabled at an EGM to be convened; and

(ii) Dato' Surin Upatkoon, a Chairman and Non-Independent Non-Executive
Director of MCB, is a major shareholder of MPHB through his interests in Casi
Management Sdn Bhd. Mr Lim Teong Leong, an Executive Director of MCB, is the
brother of Mr Lim Tiong Chin, a major shareholder of MCB and MPHB and
Non-Independent Non-Executive Director of MPHB.

Accordingly, Dato' Surin Upatkoon and Mr Lim Teong Leong (collectively the
"Interested Directors") are deemed to be interested in the Proposal. The
Interested Directors have abstained and will continue to abstain from all
deliberations and voting on the Proposal at the relevant Board meetings of
MCB. The Interested Directors will also abstain from voting in respect of
their direct and/or indirect interests in MCB (if any), and have also
undertaken to ensure that persons connected to them, if any, will abstain from
voting on the resolution for the Proposal to be tabled at an EGM to be
convened.


7. ESTIMATED TIME FRAME FOR COMPLETION

Barring any unforeseen circumstances and subject to obtaining all the required
approvals, the Proposal is expected to be completed by second quarter of
calendar year 2008.


8. ADVISER AND INDEPENDENT ADVISER

The Board has appointed CIMB Investment Bank Berhad as the submitting agent for

the Proposal.

The Board has also appointed Aseambankers Malaysia Berhad as the Independent
Adviser to advise the non-interested Directors and the Entitled Shareholders on

the Proposal.


This announcement is dated 20 November 2007.